Agenda packet — City Council and Authorities Concurrent, December 6, 2022 (part 6 of 11)

RECOMMENDATION
That the Council approve, and authorize the City Manager to execute, an Agreement for the Performance of Services with Davey Tree Surgery Company, in an amount not to exceed $1,097,600 for fiscal year 2017/18, or $3,892,571.84 for the three year term of the Agreement, for tree trimming for power line clearance, in substantially the form presented, subject to final review and approval by the City Attorney's Office.

Electric Utility Officer
Deanna J. Santanc(
City Manager
Documents Related to this Report:
"~ r/JL,-
of Funds:
$1,097,600
1) Agreement for the Performance of Services with Davey Tree Surgery Company F:\COUNCIL\Action\Yard Contracts\DS.Davey Tree APS REV.CA017.1898.doc EBIX Insurance No. S200000417

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Davey Tree Surgery Company, an Ohio corporation, with its principal place of business located at 1500 N.

Mantua Street, Kent, Ohio 44240 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warbu11on A venue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure professional services more fully desc1ibed in this Agreement, at Exhibit A, entitled "Scope of Services"; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Pai1ies have specified herein the te1ms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set fo1th in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transp011ation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

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3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set f01ih in the Scope of Services or as mutually determined in writing by the Parties.

B. When City detemunes that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Conh·actor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this dete1mination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

Contractor represents and maintains that it has the necessmy expe11ise in the professional calling necessmy to perf01m services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such services and duties in conf01mance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and te1minate three (3) years from the Effective Date.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to dete1mine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be perf01med to dete1mine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If any action of Contractor constitutes a breach, City may te1minate this Agreement pursuant to the provisions described herein.

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7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall conf01m to the specifications, requirements, and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to City when defects are due to the negligence, e1rnrs or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incmred by City.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit F01m and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor negligent performance of any of the Services furnished under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete perf01mance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per Agreement for the Perfonnance of Services/ Davey Tree Surgery Company Rev. 02/01/15

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hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Pmty written notice ("Notice of Termination") which clearly expresses that Party's intent to te1minate the Agreement. Notice of Te1mination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party te1minates the Agreement, Contractor shall discontinue further services as of the effective date of te1mination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

14. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be constrned to be an agreement for the benefit of any third pmiy or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their perf01mance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold hmmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

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17. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other infonnation developed or received by or for Contractor and all other written infonnation submitted to Contractor in connection with the perfonnance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the perfonnance of the Services nor be disclosed to an entity not connected with perf01mance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any inf01mation related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

All material, including inf01mation developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, rep01ts and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the prope1ty of City but Contractor may retain and use copies thereof.

City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right during the te1m of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including te1mination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the c01Tectness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all rep01ts concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

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21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no fmther costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIR EMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injmy, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement.

24. INSURANCE REQUIREMENTS.

During the tenn of this Agreement, and for any time period set f01th in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insmance policies with respect to employees and vehicles assigned to the Perfonnance of Services under this Agreement with coverage amounts, required endorsements, ce1tificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the tenns or obligations of this Agreement. Any verbal agreement shall be considered unofficial infonnation and is not binding upon City.

27. SEVERABILITY CLAUSE.

In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

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28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be constmed as waiver(s) of any other condition ofperf01mance under this Agreement.

29. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 261-2717
And to Contractor addressed as follows:

Davey Tree Surgery Company
1500 N. Mantua Street
Kent, Ohio 44240
or by facsimile at (925) 443-1751
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or refened to in resolving questions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE.

This Agreement shall be governed and constmed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state com1s of the County of Santa Clara, or if appropriate, in the United States District Com1, N011hern District of California, San Jose, California.

32. DISPUTE RESOLUTION.

A Unless othe1wise mutually agreed to by the Parties, any controversies between Contractor and City regarding the constmction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

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B. The Pmiies may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Pmiies equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Pmiies shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Pm1ies agree that the matter shall be litigated in a com1 of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETHICAL ST AND ARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rnlings, or tax payments associated with Contractor's responsibilities under the Act.

35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Pmiy from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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36. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

37. PREVAILING WAGES.

A. Labor Code Compliance. Contractor must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Aliicles 1-7.

Contractor agrees to include prevailing wage requirements in its contracts for the Project.

B. Requirements in Subcontracts. Contractor shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement.

Subcontracts shall include all prevailing wage requirements set forth in Contractor's contracts.
(Continued on page 10 of 10)
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This Agreement may be executed in counterpmis, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrnment; and, the Pmiies agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Pmiies.

The Pmiies acknowledge and accept the te1ms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Pmiies that this Agreement shall become operative on the Effective Date.

APPROVED AS TO FORM:

CITY OF SANTA CLARA, CALIFORNIA
a chmiered California municipal corporation
~~ Interim City Attorney
ATTEST:

City Manager
1500 Warbmion A venue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Date:

By:

Title:

Address:

Telephone:

Email:

Fax: (408) 241-6771
"CITY"

DAVEY TREE SURGERY COMP ANY
an Ohio corporation
L~~ Senior Vice President of Operations
2617 S. Vasco Road
Live1more, CA 94550
(925) 443-1723 ext. 3217
[email protected]
"CONTRACTOR"
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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DA VEY TREE SURGERY COMPANY

EXHIBIT A

SCOPE OF SERVICES
The Services to be perfo1med for the City by the Contractor under this Agreement are as follows:

Contractor shall provide supervision, labor, materials, equipment and all tools on a time and materials basis to safely, properly, and promptly provide tree-trimming services for power line clearance as directed by the City of Santa Clara.

On a daily basis Monday through Friday during n01mal working hours, as requested by City.

On an after-hours, emergency basis within two hours of first notification from City that emergency service is required.

All power-line-clearance tree-trimming shall be performed in a manner designed to eliminate tree contact with power lines and to optimize clearance from high-voltage electrical equipment without damaging the stmctural integrity of the tree(s).

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

EXHIBIT B

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed three million eight hundred ninety two thousand five hundred seventy one dollars and eighty four cents ($3,892,571.84), subject to budget appropriations.

FY 17/18
FY 18/19
FY 19/20
Emergency Services
$1,097,600.00
$1,130,528.00
$1,164,443.84
$500,000.00
Years 2 and 3 reflect an anticipated contractual wage escalation between Contractor and bargaining unit.

ComDOtlte TAM Mlln Hour Blllln• Rite
Straight Time Rate Overtime Rate
17/18 Per Man Hour $ 61.ZS $
18/19 Per Man Hour $ 63.08 $
19/20 Per Man Hour $ 64.98 $
2017 standard Component khldul•
Straight Time Rate Overtime Rate
Foreman $ 56.87 $
Olmber $ 54.32 $
Aerial Uft $ 11.86
2 Ton Manual Dump $ 6,93
Traner Chlaner $ 2.17
Pickup and Slan Board $ 6.86
Agreement with Davey Tree Surgery Company/Fee Schedule/Exhibit B Rev. 02/01/15
Double Time Rate

73.50 $ 86.97

75.70 $ 89.58

77.97 $ 92.26
Double Time Rate

70.75 s 84.57

67.82 $ 82.26

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AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DA VEY TREE SURGERY COMPANY

EXHIBIT C

INSURANCE COVERAGE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occun-ence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injmy

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO f01m CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office f01m CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

In the event that the Work being perf01med under this Agreement involves transp01iing of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transp01iation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impai1ment Endorsement MCS90 or Insurance Services Office endorsement f01m CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold hannless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in . respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 .or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primmy and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Agreement with Davey Tree Surge1y Company/Insurance Requirements/Exhibit C Rev. 02/01/15

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3. Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of nonrenewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thi11y (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thi11y (30) days prior to the effective date of non-renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set f011h in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other pmty involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any pmty involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third pmty for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set f011h in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under fo1ms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement fonns or their equivalent and the ACORD form 25-S ce11ificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set f011h below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

Unless otherwise required by the tenns of this Agreement, all ce11ificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara [Electric Depmtment]
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
John's Creek, GA 30097
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Davey Tree Surge1y Company/Insurance Requirements/Exhibit C Rev. 02/01/15

Page 4 of 4 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, te1minate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) perfo1ming a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, failure to pay tax obligations, receiving stolen prope1iy, collusion or conspiracy.

Agreement with Davey Tree Surgery Company/Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

Page 1 ends

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occmTed in connection with the individual's perfonnance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience5 to perfonn the te1ms of, or operate under, this Agreement; or,

2. If City dete1mines that the Contractor fails to submit info1mation, or submits false info1mation, which is required to perfmm or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor ( or bidder) is mled ineligible ( deba1Ted) to pa1iicipate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thiiiy (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the oppo1iunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditots, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Davey Tree Surgery Company/Ethical Standards for Contractors/Exhibit D Rev. 02/01/15

Page 2 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inqui1y of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general paitner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above asse11ions are hue and conect and are made under penalty of perjury under the laws of the State of California.

DAVEY TREE SURGERY COMPANY
an Ohio corporation
By:~
Name: LARRY EV ANS
Title: Senior Vice President of Operations

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notaiy public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole propiietorship, shall be attached.

Agreement with Davey Tree Surge1y Company/ Affidavit of Compliance/Exhibit E Rev. 02/01/15

Page 1 of 1 ends

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document State Of California
County of Alameda
Subscribed and sworn to (or affirmed} before me on this f Lf day of \\ , 201 7
By · la.\f v '--\ 't V c~ _ _ ,
proved to me on the basis of satisfactory evidence to be the J person (s) who appeared before me.

Signature Of Notary
Optional Section
Number of pages ___ Date of document ________ _

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE
(Not Applicable)

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

EXHIBIT F

MILESTONE SCHEDULE
Agreement with Davey Tree Surgery Company/Milestone Schedule/Exhibit F Rev. 02/01/15

Page 1 of 1 ends

Ebix Insurance No. S200000417
AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OFSERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Davey Tree Surgery Company, an Ohio corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and Davey Tree Surgery Company (insert name of original Agreement), dated on or about December 5, 2017 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide tree-trimming services for powerline clearance, and the Parties now wish to amend the Agreement to change the fee schedule.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit B of the Agreement, entitled "Fee Schedule," is amended by replacing the rate schedule table in its entirety with the following revised table to be inserted:
2020 Composite (per person) Hour Billing Rate
ST -Straight Time OT · Double Time
Per Person Hour
General Foreperson
2020 Standard Component Schecl.ile
Foreperson
Climber
Aerial Lift
2 Ton Manual Dump
Chipper
Pickup and Sign Board
Amendment No. 1 to Agreement/Davey Tree Surgery Company Rev. 10/25/19
$
$
$
$
$
$
$
$
103.92 $ 161.07
114.60 $ 177.63

98.74 156.01

93.67 147.98

12.58 $ 12.58

7.35 $ 7.35

2.30 $ 2.30

7.27 $ 7.27

Page 1 ends

2. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

BRIAND YLE
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"

DAVEY TREE SURGERY COMPANY
an Ohio corporation
Dated: / ✓ 7 / -;;>o:;,o
By (Signature):

Name:
-
~
~---------~
NS
Title: Senior Vice President of O erations
Principal Place of 2617 S. Vasco Road
Business Address: p ver._mor~, CA 94550
Email Address: [email protected]
Telephone: 925 443-1723 ext. 3_2_1?_ _ --·
UCONTRACTOR"
Amendment No. 1 to Agreement/Davey Tree Surgery Company Rev. 10/25/2019
Page2

DAVEY TREE SURGERY COMPANY
POST OFFICE BOX 5015, LIVERMORE, CALlfORHIA 94551
.,J__ ...,.._.,,..~ - .... -..... .,.,. - ----- ··--·-
December 31, 2019
Kevin Kolnowski, PE c/o
Silicon Valley Power, City of Santa Clara
1705 Martin Ave
Santa Clara, CA 95050
Kevin,
- ·--(,, I " - -·-
As a follow up to our earlier conversations related to California State Bill No. 247, the new prevailing wage determination will be effective 1/1/2020. Davey Tree Surgery Company reached tentative agreement with IBEW Local 1245 that amends all wage and benefits to meet the requirements set forth in SB 247. Below is the link for the prevailing wage determinations related to SB 247. https://www.dir.ca.gov/OPRL/ 2019-2/ PWD/ Determinations/Statewide/ C-061-X-3.pdf Pursuant the Agreement for the Performance of Services, Section 37. Prevailing Wages A. Labor Code Compliance, Davey Tree Surgery Company is required to conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulation found in Title 8, Subchapter 3, Article 1-7. Contractor agrees to include prevailing wage requirement in its contract for the project. Additionally, Davey Tree Surgery Company is required to comply with the prevailing wage requirements set forth in State Bill 247.

Davey Tree Surgery Company will need to amend T&E hourly rates effective 1/1/2020 to reflect the pending changes to the Utility Line Clearance prevailing wage determination. Per prevailing wage posting and agreement, all hours over 8 (on 5/8 schedule), over 10 (4/10 schedule), over 40, and on non-workdays and holidays are compensated and billed at Double Time rates.
2020 T&E Crew Rates-Amended Exhibit B. attached.

Please feel free to contact me with any questions and to review next steps. I can be reached at (800)727-7782 x 3240 or via e-mail at: [email protected].

Si, 27<_______
~ ~ters -
Vice President of Operations
Davey Tree Surgery Company
cc. Larry Evans, Bill Heriford, Cory Thomsen
Exhibit B.

Fee Schedule
2020 Composite {per person) Hour Billing Rate
ST - Straight Time DT - Double Time
Per Person Hour $ 103.92 $ 161.07
General Foreperson $ 114.60 $ 177.63
2020 Standard Component Schedule
Foreperson $ 98.74 156.01
Climber $ 93.67 147.98
Aerial Lift $ 12.58 $ 12.58
2 Ton Manual Dump $ 7.35 $ 7.35
Chipper $ 2.30 $ 2.30
Pickup and Sign Board $ 7.27 $ 7.27
Ebix Insurance No. S200000417
AMENDMENT NO. 2

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Davey Tree Surgery Company a Delaware corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and Davey Tree Surgery Company dated on or about December 5, 2017 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated on or about January 23, 2020, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide tree trimming services near electric utility lines, and the Parties now wish to amend the Agreement as Amended to extend the term and modify the fee schedule and not to exceed value of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 3 of the Agreement as Amended, entitled "Term" is amended to read as follows: Unless otherwise set forth in the Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement as Amended, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate five (5) years from the Effe_ctive Date.

2. Exhibit B to the Agreement as Amended, entitled "Fee Schedule" is deleted and replaced with the attached Exhibit B to the Agreement Amended.

Amendment No. 2 to Agreement/ Davey Tree Surgery
Rev. 04/2020

Page 1 ends

3. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:
~ - ----
Dated: . . (£ II l 'vVUJ &\~~e= .~. - ~
\jcf ~ .SANTANA
City Attorney City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771

DAVEY TREE SURGERY COMPANY
a Delaware corporation
Dated: . April 14, 2020
By(Sign~~:~: .~ ~ - · ~.·--- --
Title: . President/ General Man~er Principal Place of ·- . - · ·- · -·-~ ~ -~--- -- - Business Address: 2617 South Vasco Rd. Livermore, CA 94550 Email Address: [email protected] _ _ ______ _
Telephone:@2>5 443-1723 ____ _
Fax: ~.2,13&443-17§J ...•. ~· ·~. ···~··------ "CONTRACTOR" Amendment No. 2 to Agreement/ Davey Tree Surgery
Rev. 04/2020
Page2
AMENDMENT NO. 2

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

DAVEY TREE SURGERY COMPANY

EXHIBIT B

COMPENSATION AND FEE SCHEDULE

1. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed ten million eight hundred fifty thousand dollars ($10,850,000).
a. Contractor is responsible for notifying City in a timely manner when changes in process such as, but not limited to, additional crews or staff on a single crew or changes in regulations, may result in increased hours or cost. Contractor shall provide reason for the change.
b. Contractor shall notify the City 60 days in advance of any changes anticipated to affect future rates. At such time, Contractor and City will enter into negotiations to amend this agreement to reflect proposed updated rates.

2. Fee Schedule
a. Composite Billing Rate (Time and Materials): The Composite Billing Rates (per person) listed below are used for all Regular Time and Overtime work in the City of Santa Clara.

Composite Billinq Rate
Regular Double
Period Time* Overtime Time
12/7/2017 - 6/30/2018 $61.25 $73.50 $86.97
7/1/2018 - 6/30/2019 $63.08 $75.70 $89.58
7/1/2019 - 12/31/2019 $64.98 $77.97 $92.26
1/1/2020 - 5/31/2020 $103.92 $161.07 $161.07
6/1/2020 - 5/31/2021 $107.04 $165.90 $165.90
6/1/2021 - 5/31/2022 $110.25 $170.88 $170.88
6/1/2022 - 12/31/2022 $113.56 $176.01 $176.01
b. General Foreperson: For Regular Time, the general foreperson is included in the Composite Billing rate for regular hours. For overtime hours, the overtime rate in the Component Schedule in this Amendment is applied for hours worked.

Amendment No. 2 to AgreemenU Davey Tree Surgery
Rev. 04/2020

Page 3 ends

General Foreperson Rate
12/7/2019 - 6/1/2020 - 6/1/2021 -
5/31/2020 5/31/2021 5/31/2022 6/1/2022 - 12/31/2022
Straight Straight Straight Straight
Time Overtime Time Overtime Time Overtime Time
General
Foreperson $114.60 $177.63 $118.04 $182.96 $121.58 $188.45 $125.23 c. Pass-Through Costs: In some cases, Contractor may pass-through cost such as, but not limited to: dump fees, subcontracted activities (such as third party traffic control), rental of equipment (such as heavy equipment including cranes, or log loaders), or receive other services (such as debris box rental) to complete activities required by the City. When these PassThrough Costs occur, Contractor will invoice SVP for these costs with a markup not to exceed 5%. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

Except in the case of emergency, Contractor will notify the City in advance when these costs are anticipated.
d. Reporting: Included in the Composite Billing Rates specified above, Contractor will reasonably support SVP in transition to a vegetation management program and, once implemented, will provide data in a format that can be used by the selected program. SVP will include Contractor where practical in selection of system to assure compatibility with Contractor's systems and activities. Contractor will provide currently available reports where requested to support SVP's vegetation management planning activities.

Amendment No. 2 to AgreemenU Davey Tree Surgery
Rev. 04/2020
Page4
Overtime
$194.10
EBIX Insurance No. S200003899

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC.

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Advanced Chemical Transport, Inc., a California corporation, with its principal place of business located at 1210 Elko Drive, Sunnyvale, California 94089 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are Agreement for the Performance of Services/ ACT
Rev. 06/22/1 7

Page 1 of 10 ends

more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen ( 14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

Contractor represents and maintains that it has the necessary expertise in the professional calling necessary to perform services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

5. TERM OF AGREEMENT.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the tenns of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/ ACT
Rev. 06/22/1 7

Page 2 of 10 ends

any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

8. PERFORMANCE OF SERVICES.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Agreement for the Performance of Services/ ACT
Rev. 06/22/1 7

Page 3 of 10 ends

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

14. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

Agreement for the Performance of Services/ ACT
Rev. 06/22/1 7

Page 4 of 10 ends

17. CONFIDENTIALITY OF MATERIAL.

All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

Agreement for the Performance of Services/ACT
Rev. 06/22/17

Page 5 of 10 ends

21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIR EMPLOYMENT.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement.

24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. SEVERABILITY CLAUSE.

Agreement for the Performance of Services/ ACT
Rev. 06/22/17

Page 6 of 10 ends

28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

29. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Department of Electric Utility
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at ( 408) 244-2990
And to Contractor addressed as follows:

Advanced Chemical Transport dba ACTenviro
1210 Elko Drive
Sunnyvale, CA 94089
or by facsimile at ( 408) 548-5057
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE.

This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

Agreement for the Performance of Services/ACT
Rev. 06/22/17

Page 7 of 10 ends

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court oflaw, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL ST AND ARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

35. LIQUIDATED DAMAGES.

Not applicable.

Agreement for the Performance of Services/ ACT
Rev. 06/22/17

Page 8 of 10 ends

36. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

37. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

Agreement for the Performance of Services/ ACT
Rev. 06/22/17

Page 9 of 10 ends

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

APPROVED AS TO FORM:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
fi-~~
Interim City Attorney City Manager
1500 Warburton Avenue ATTES?]Mr Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ROD DIRIDON, JR.

City Clerk
"CITY"
ADV AN CED CHEMICAL TRANSPORT, INC.

Da;:~ __ '_/-+~-l-~__,c,-"- _ a-,1~~~orn--ia~c-o-~-po_r_•:_io_n _________ _ Name: Adam Brandin
Title: Director of Sales
Local Address: 1210 Elko Drive
Sunnyvale, CA 94089
Email Address: [email protected]
Telephone: (408) 548-5050
Fax: (408) 548-5052
"CONTRACTOR"
Agreement for the Performance of Services/ ACT
Rev. 06/22/17

Page 10 of 10 ends

' I

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC.

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described below and in the Contractor's proposal entitled, "Proposal# SVP 11132017NM" dated November 13, 2017, which is included with this Exhibit A.

1. Perform all work in compliance with all state and federal laws, rules and regulations, orders and codes, and all applicable Laws, Ordinances, Regulations and Standards (LORS), including but not limited to, U.S. Department of Transportation regulations, Title 49 Code of Federal Regulations (CFR), Resource Conservations and Recovery Act and regulations in Title 40 CFR Pmi 261 hazardous waste, Title 22 California Code of Regulations (CCR) for hazardous waste, Title 13 CCR California Highway Patrol and the Santa Clara Fire.Department.

2. Perform waste characterization to determine proposer disposal according to Federal and State Regulations and any applicable LORS.

3. Packaging, handling and transportation of hazardous waste and/or material in emergency and non-emergency situations.

4. Remedial and cleanup work, including containment of contaminations, testing for contamination and agency notification (if required by regulations and/or City of Santa Clara Representative). Contractor is solely responsible for any spreading or dissemination of hazardous waste and/or material caused by worker perfmmed by Contractor, including all costs associated with the spreading or dissemination. Contractor shall notify the City of Santa Clara Representative of any leak and/or spill and shall notify all agencies required under federal, state and local laws, rules and regulations within the time period required by governing regulations.

5. Complete and maintain all required manifest forms including uniform hazardous waste manifests and bills of lading necessary for the proper shipment of hazardous waste and/or materials.

6. Provide disposal of hazardous waste and cleanup materials as required.

7. Provide vacuum pump services for underground storage tank as needed for oily water separators, turbines/HRSG washwater tank, natural gas condensate tank and secondary containment vaults, manholes, or other as needed by City.

8. Recycle used lubricating oil.

9. Provide qualified personnel to assist with onsite hazardous waste management. Services to include but not limited to are as follows:
a. Obtain oil samples to determine PCB content and send to lab for analysis. b. Safely transfer oil (PCB-non-PCB) into totes/drums.
c. Label all drums/totes with appropriate Hazardous Waste labels.

Agreement with ACT/Scope of Services/Exhibit A
Rev. 06/22/17
Page I of5
d. Prepare drums/totes for shipping per DOT rules and regulations. e. Coordinate the loading of oil totes and recycles equipment onto trucks. f. Keep 90 day Hazardous Waste Area clean and orderly.
g. Sign weekly inspection form.
h. Sign Hazardous Waste manifests and keep accurate records.

Agreement with ACT/Scope of Services/Exhibit A
Rev. 06/22/17

Page 2 ends

enz:iron,nental services
DATE: 11/13/2017
Diana Shiles
Silicon Valley Power
881 Martin Avenue
Santa Clara, CA 95050
Dear Ms. Shiles:

SVP 111320 I 7NM
ACT is pleased to submit this proposal to contract services for your review and approval. ACT will provide requested environmental services including one or more of the following: consulting services, chemical relocations, chemical waste packaging, biological waste packaging, radioactive waste packaging, transportation, and disposal of packaged waste. An estimated cost for services appears below. Modifications to the pricing estimate, or additions to the scope of work which require pricing changes, will be included (as needed) in the form of an addendum titled Revised Pricing Schedule.

Prices will go into effect as soon as September 18, 2017 and good through (6) months from this date. If contract is awarded to ACT, price sheet below is good for the duration of the (3) year contract .

DESCRIP1'"JON: .. ,. . HOURLY HOURS OVERTIME CHARGE. • .. · . ) •·
Onsite Technician $55.00 Hour $ 83.00
LABOR RATES* Chemist $ 67.00 Hour $ 101.00
Tanker Driver (Includes Tanker Truck) $ 95.00 Hour $ 143.00 Consulting Services $ 95.00 Hour $ N/A
Manifest $ N/C Each
Profile Fee $ N/C Each
Per Diem $ 125.00 Per Overnight
Stay
*All labor portal to portal from Sunnyvale, CA Headquarters *Minimum billing hours for onsite service is 2 hours
TRANSPORTATION* 5-20 Gallon
T 408.548.5050
F 408.548.5052
30-55 Gallon drum
275 Gallon Totes
1210 Elko Dr., Sunnyvale CA, 94089
v,1ww.adv1:incodchernical.m:1t
$ 20.00
$ 33.00
$100.00
Each
Each
Each

CUSTOMER INITIALS -

Page 3 ends

MATERIALS

ENERGY,

INSURANCE&
RECOVERY FEE*

DESCRIPTION
PPE
5 Gallon closed top poly carboy
5 Gallon open top poly drum
30 Gallon open top
55 Gallon Poly closed top drum
55 Gallon Poly Open top drum
55 Gallon Metal closed top drum
55 Gallon Metal Open top drum
pH Strips
Spilfyters
VOC Sampling (82608)
Cam 17 Sampling
Decontamination Supplies
Pogo Pump
Expendable Material/New
Costs/Outside Services
Stabilization Kit

DESCRIPTION
Total price does not include applicable sales
tax and 8% Fuel and Energy surcharge
Scope of work will be:

UNIT COST QUANTITY
$ 8.00 Each
$ 16.00 Each
$ 18.00 Each
$ 55.00 Each
$ 55.00 Each
$ 58.00 Each
$ 52.00 Each
$ 55.00 Each
$ 1.00 Each
$ 9.00 Each
$225.00 Each
$350.00 Each
$100.00 Per Project
$50.00 Per Project
$TBD Per Project
$200.00 Per Project
Transportation and Disposal of drums of waste in the standard box truck. Perform onsite services 1-2 times per week or on an as needed basis for the Santa Clara locations listed below and on an as needed basis for the remote properties listed below.

Disposal prices are estimates based on profile/waste program acceptance and the specified waste disposal programs. In the event, waste material is not accepted to the disposal site waste program specified, another profile will be submitted to a different program.

T 408.548.5050
F 408.548.5052
1210 Elko Dr., Sunnyvale CA, 94089
www.ndvnnc0dchornical,n0,t CUSTOMER INITIALS -

Page 4 of 5 ends

c11r;fro1n11e,1ta! .veroices
Additionally, ACT can and will create general emergency response plans that outlines the procedures to follow when an unexpected spill/hazard occurs. The general emergency response plans will be for the following locations:

I. 1705 Martin Avenue, Santa Clara, CA 95050

2. 805 Duane Avenue, Santa Clara, CA 9505

3. Stony Gorge Power House - 2550 Co Road, 306, Elk Creek, CA 95939

4. Black Butte Power House - near Black Butte Reservoir, Newville Road, Orland, CA

5. High Line Canal - near Newville Road cemetery, Orland CA, 95316 If the City request a more detailed, comprehensive emergency response plan for each location, ACT may provide those services at the hourly rate for consulting services.

ACT emergency response times for the two (2) Santa Clara locations listed above isapproximately 2 hours or less, and approximately 6 hours for the three (3) remote properties listed above.

Times will vary depending on various factors such as time of day, traffic, etc.

ACT appreciates your confidence in our abilities. Should you have any questions or if we can be of further service, please do not hesitate to contact us.

Sincerely,
Nieoeo n. Marti11oz
Account Manager
ACTenviro
T 408.548.5050
F 408.548.5052
1210 Elko Dr., Sunnyvale CA, 94089
\flV-Pvv.advnncodc:hornical.not CUSTOMER INITIALS -

Page 5 of 5 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC.

EXHIBITB

FEE SCHEDULE
Contractor shall provide a schedule of rates and fees which includes all billing amounts and costs included in Exhibit A - Scope of Services.

In no event shall the amount billed to City by Contractor for services under this Agreement exceed one hundred twenty thousand dollars ($110,000) per year, with a total not exceed of three hundred sixty thousand dollars ($330,000) over three year term, subject to budget appropriations.

Agreement with ACT/Fee Schedule/Exhibit B
Rev. 06/22/17

Page 1 of 1 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC.

EXHIBITC

INSURANCE REQUIREMENTS

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf'' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with ACT/Insurance Requirements/Exhibit C
Rev. 06/22/1 7
Page I of 4
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 3 7 10 01, or its equivalent.

Page 2 of 4 ends

Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten ( 10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of nonrenewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

Agreement with ACT/Insurance Requirements/Exhibit C
Rev. 06/22/17

Page 3 ends

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting oflnsurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara - Department of Electric Utility
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with ACT/Insurance Requirements/Exhibit C
Rev. 06/22/17

Page 4 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADV AN CED CHEMICAL TRANSPORT, INC.

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: ( 1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made ( or makes) any false statement( s) or representation( s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.

Agreement with ACT/Ethical Standards for Contractors/Exhibit D Rev. 06/22/17

Page 1 ends

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor ( or bidder) is ruled ineligible ( debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with ACT/Ethical Standards for Contractors/Exhibit D Rev. 06/22/1 7

Page 2 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC.

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

ADV AN CED CH -U<LO.'-'.,,..L T RT, .
al:~, o -~
By: --::-c--'t:::7"'----::--------:--:--------:----------,---- S i g n a ure of Authorized Person or Representative
Name: -~Ao~~---"---(j_-"2.._4_,_/1-'0----'--l_,v/______ _ Title:

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf ofa corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalfofthe legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Agreement with ACT/Affidavit of Compliance/Exhibit E
Rev. 06/22/17
Page I of2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California /'r I
County of ~ vW\ CA0V7'\ )
On I I /i ii' /i ;Jr before me, N?I VI?:"{ C, · l-Ope2- 1 N~ /'l, b/, C,- r bate I\ ~l v-t'e;e Insert Name and Title of theOfcer
personally appeared '--\O'lvl vY\ 1 I Yt,t Vl cltY)
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. '@ ....... NAN1 ·1_,. i l
:; Not:·"Y l'ul1l1c l.,ilifornia z
~ Sant,, (l,11J County ~
Commission # 2216555
My Comm. Expires Oct 1, 2021
Place Notary Sea/ Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.
---------------OPTIONAL---------------
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: -------------------=""""'----------- Document Date: ----------------- ----:,,,...c:-
Signer(s) Other Than Named Above: ----------:::-,,.L::.--------- ------- Capacity(ies) Claimed by Signer(s)
Signer's Name:--------~---- Signer's Name: ____________ _ □ Corporate Officer - Title(s): ----:::,,-------- D Corporate Officer - Title(s): ______ _ □ Partner - D Limited g_G· neral
D Individual D Att<;>(fley in Fact
D Trustee □ Guardian or Conservator
D Partner - D Limited D General
D Individual D Attorney in Fact
D Trustee D Guardian or Conservator
D Other: __________ ___ _ D Other: _________ ____ _
~·
Signer Is Representing: _________ _ Signer Is Representing: _________ _ ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Not applicable.

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADV AN CED CHEMICAL TRANSPORT, INC.

EXHIBITF

MILESTONE SCHEDULE
Agreement with ACT/Milestone Schedule/Exhibit F
Rev. 06/22/17

Page 1 of 1 ends

Ebix Insurance No. S200000417
AMENDMENT NO. 1

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC. (ACT)

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Advanced Chemical Transport, Inc, a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and Advanced Chemical Transport, Inc. dated on or about January 25, 2018 (Agreement);
B. The Agreement and its amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide hazardous waste services, and the Parties now wish to amend the Agreement as Amended to extend the term and not to exceed value of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 5 of the Agreement as Amended, entitled "Term of Agreement" is amended to read as follows: Unless otherwise set forth in the Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2022.

2. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed one million one hundred thousand dollars ($1,100,000) unless this agreement is amended. Contractor shall notify the City 60 days in advance of any changes anticipated to affect future rates. Al Amendment No. 1 to Agreement/ ACT Environmental
Rev. 0412020

Page 1 ends

such time, Contractor and City may enter into negotiations to amend this agreement to reflect proposed updated rates.

3. Proposal Dated 11/13/2017 shall be deleted and replaced with the attached Exhibit B, Schedule of Fees.

4. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: I lJ I i-1 h vltu
C-~ -~ A•~ t.,· t~lBRIAN DOYLE
City Attorney
ef EANN ~ SANTANA
City Manager
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
ADVANCED CHEMICAL TRANSPORT, INC.
a California corporation
Dated: 4/27/2020
By (Signature): S~ S. f3a/t
Name: Shawn S. Ball
Title: VP of Sales
Principal Place of
Business Address: San Jose ------------------
Em a i I Address: [email protected]
Telephone: (949)607-6379
Fax: ___.__,__ _______________ _ "CONTRACTOR"
Amendment No. 2 to Agreement/ Advanced Chemical Transport Rev. 04/2020
Page2
e1wiro111111111tnl services
DATE: 04/27/2020
Diana Shiles
Silicon Valley Power
881 Martin Avenue
Santa Clara, CA. 95050
Dear Ms. Shiles:

Exhibit B
Schedule of Fees
J1RCillJ©S'All# I SVP 04272020NM
ACT is pleased to submit this proposal to contract services for your review and approval. ACT will provide requested environmental services including one or more of the following: consulting services, chemical relocations, chemical waste packaging, biological waste packaging, radioactive waste packaging, transportation, and disposal of packaged waste. An estimated cost for services appears below. Modifications to the pricing estimate, or additions to the scope of work which require pricing changes, will be included (as needed) in the form of an addendum titled Revised Pricing Schedule.

Prices will go into effect as soon as April 27/2020 and good through ( 12) months from this date.

LABOR. RATES*
TRANSPORTATION*
T 408.548.5050
F 408.548.5052
HOURLY

DESCRIPTION CHARGE
Onsite Technician $55.00
Chemist $ 67.00
Hazardous waste endorsed Driver $ 67.00
Tanker Driver (Includes Tanker Truck) $ 95.00
Project Manager $ 125.00
Project Lead Emergency Response $210.00
Emergency Response (Team of2) $ 300.00
Manifest $ 30.00
Proflle Fee $ N/C
Per Diem $ 125.00
*All labor portal to portal from San Jose, CA. Headquarters *Minimum billing hours for onsite service is 2 hours

DESCRIPTION
5-20 Gallon
1210 Elko Dr., Sunnyvale CA, 94089
www.advancedchernical.net

PER DRUM
CHARGE
$ 20.00
HOURS
Hour
Hour
Hour
Hour
Hour
Hour
Hour
Each
Each
Per Overnight
Stay
UOM
Each

OVERTIME
$ 83.00
$ IOI.DO
$ 101.00
$ 143.00
$ IBB.00
I
e1111/ro11me11ta/ sernices

MATERIALS

ENERGY,

INSURANCE&
RECOVERY FEE*
30-55 Gallon drum
275 Gallon Totes

DESCRIPTION
PPE
5 Gallon closed top poly carboy
5 Gallon open top poly drum
30 Gallon open top
55 Gallon Poly closed top drum
55 Gallon Poly Open top drum
55 Gallon Metal closed top drum
55 Gallon Metal Open top drum
Gear Truck
pH Strips
Spllfyters
VOC Sampling (8260B)
Cam 17 Sampling
Decontamination Supplies
Pogo Pump
Expendable Material/New
Costs/Outside Services
Stabilization Kit

DESCRIPTION
Total price does not Include applicable sales
taX and 8% Fuel and Energy surcharge
Scope of work will be:

I $ 33.oo I Each
I $ 100.00 I Each

UNIT COST QUANTITY
$ 8.00 Each
$ 16.00 Each
$ 18.00 Each
$ 55.00 Each
$ 55.00 Each
$ 58.00 Each
$ 52.00 Each
$ 55.00 Each
$ 125.00 Each
$ 1.00 Each
$ 9.00 Each
$225.00 Each
$350.00 Each
$100.00 Per Project
$50.00 Per Project
$TBD Per Project
$200.00 Per Project
Transportation and Disposal of drums of waste in the standard box truck. Perform onsite services 1-2 times per week or on an as needed basis.

T 408.548.5050
F 408.548.5052
1210 Elko Dr., Sunnyvale CA, 94089
www.advancedchemical.net
enufrmrnw11tal ser11ices
Upon acceptance of this, the parties agree to be bound by the terms of the attached Service Agreement. The parties understand that the tem1s of this agreement and the terms of the Service Agreement make up the entire contract of the parties.

Additionally, ACT can and will create a emergency response plan in the event that a situation is to occur. This plan will include a location specific itemized listing as well as a generic plan for the on call team to follow. All Silicon Valley Power electrical stations inclusive, but not limited to the list below will be managed.

I. 1705 Martin Avenue, Santa Clara, CA 95050

2. 850 Duane Avenue, Santa Clara, CA 95050

3. Gianera Power Plant-2339 Gianera Avenue, Santa Clara, CA 95050

4. Cogen Power Plant-524 Robert Avenue, Santa Clara, CA. 95054

5. DVR Gas Compressor Building-850 Duane Avenue, Santa Clara, CA. 95050

6. Stony Gorge Power House - 2550 Co Road, 306, Elk Creek, CA 95939

7. Black Butte Power House - near Black Butte Reservoir, Newville Road, Orland, CA.

8. High Line Canal - near cemetery, Orland, CA. 95316

9. Field Respsonse to anywhere in the Silicon Valley Power service territory If the City requests a more detailed, comprehensive emergency response plan for each location, ACT may provide those services at the hourly rate for consulting services.

ACT emergency response times for the Santa Clara location will be approximately 2 hours or less, and the Orland and Willows locations will be approximately 6 hours or less depending on various factors, time of day, traffic, etc.

ACT appreciates your confidence in our abilities. Should you have any questions or if we can be of further service, please do not hesitate to contact us.

Sincerely,
Nicoi!o n. M,uti11oz1 MBA
Account Manager
ACTenviro
T 408.548.5050
F 408.548.5052.

12.10 Elko Dr., Sunnyvale CA, 94089
www.advancedchemical .net
Ebix Insurance No. S200003899
AMENDMENT NO. 2

TO THE AGREEMENT FOR THE PERFORMANCE OF SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ADVANCED CHEMICAL TRANSPORT, INC. (ACT)

PREAMBLE
This agreement ("Amendment No. 2") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Advanced Chemical Transport, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and between the City of Santa Clara, California and Advanced Chemical Transport, Inc. dated on or about January 25, 2018 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated October 21, 2020, and is again amended by this Amendment No. 2; C. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
D. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide hazardous waste services, and the Parties now wish to amend the Agreement as Amended to increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Amendment No.1 is hereby amended as follows:
"Compensation: The amount to billed to City by Contractor for services under this Agreement will not exceed one million four hundred thousand dollars ($1,400,000) during the Agreement term, subject to budget appropriations. Contractor shall notify the City 60 days in advance of any changes anticipated to affect future rates. At such time, Contractor and City may enter into negotiations to amend the agreement to reflect proposed updated rates."
Amendment No. 1 to Agreement/ ACT Environmental
Rev. 04/2020

Page 1 ends

2. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: -J/ I & / 2.-2--
Office of the City Attorney t dln.A~N1~ Raje~v7Batra "
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771
ADVANCED CHEMICAL TRANSPORT, INC.
a California corporation
"CONTRACTOR"
Amendment No. 2 to Agreement/ Advanced Chemical Transport Rev. 10/25/19
Page2
EBJX Insurance No. S200000423

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REP AIR, INC.

PREAMBLE
This agreement for the performance of services ("Agreement") is by and Koffler Electrical Mechanical Apparatus Repair, Inc., a California corporation, with its principal place of business located at 527 Whitney Street, San Leandro, California 94577 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City''). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expe1tise ( collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City a1·e Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 1 oflO
more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR - STANDARD OF WORKMANSHIP.

5. TERM OF AGREEMENT.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 2 of 10
any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

8. PERFORMANCE OF SERVICES.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 3 oflO

11. COMPENSATION AND PAYMENT.

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Pmiy written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thiliy (30) calendar days after a Party receives such notice. After either Pmiy terminates the Agreement, Contractor shall discontinue fmiher services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

14. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third pmiy or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 4 of 10

17. CONFIDENTIALITY OF MATERIAL.

18. USE OF CITY NAME OR EMBLEM.

19. OWNERSHIP OF MATERIAL.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 5 of 10

21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIR EMPLOYMENT.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement.

24. INSURANCE REQUIREMENTS.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

26. INTEGRATED DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. SEVERABILITY CLAUSE.

Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 6 of 10

28. WAIVER.

29. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 261-2717
And to Contractor addressed as follows:

Koffler Electrical Mechanical Apparatus Repair, Inc.
527 Whitney Street
San Leandro, CA 94577
or by facsimile at (510) 567-0636
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

31. LAW GOVERNING CONTRACT AND VENUE.

32. DISPUTE RESOLUTION.

Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 7 of 10
B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day ( eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Patiies agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETHICAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

34. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Patiy from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 8 of 10

36. PROGRESS SCHEDULE.

The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.

37. PREVAILING WAGES.
\\\
\\\
\\\
\\\
A. Labor Code Compliance. Contractor must conform to the provisions of Labor Code sections I 720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7.

Contractor agrees to include prevailing wage requirements in its contracts for the Project.

B. Requirements in Subcontracts. Contractor shall require its contractors to include prevailing wage requirements in all subcontracts funded by this Agreement.

Subcontracts shall include all prevailing wage requirements set forth in Contractor's contracts.
(Continued on page 10 of 10)
Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 9 of 10
This Agreement may be executed in counterpaiis, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Paiiies agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Paiiies acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:
4--- BRIAN DOYLE
City Attorney
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
KOFFLER ELECTRICAL MECHANICAL APPARATUS REP AIR, INC.
a California corporation
Date:

By:

Title:

Address:

Telephone:

Fax:

If frV · J- '! - :f d I 7
.~(r~l,,

CHARLES KOFFL'ER
CEO/Technical
527 Whitney Street
San Leandro, CA 94577
(510) 567-0630
(510) 567-0636
"CONTRACTOR"
Agreement for the Performance of Services/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 06/22/17 Page 10 of 10

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are to provide repair, maintenance and overhaul for misc. motors, fans, pumps and other electrical equipment for the City's Generation facilities.

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Scope of Services/Exhibit A Rev. 06/22/17 Page 1 of 1

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REP AIR, INC.

EXHIBITB

FEE SCHEDULE
In no event shall the amount billed to City by Contractor for services under this Agreement exceed one hundred forty-four thousand four hundred eight dollars and nine cents ($144,408.09), subject to budget appropriations.

Labor Per Technician/Day
SHOP Service
Straight Time Labor
Overtime Labor
Doubletime Labor
Labor Per Technician/Day
FIELD Service
Straight Time Labor
Overtime Labor
Doubletime Labor
Materials
Travel and Subsistence
Rate
135.00 $/hr ----
189.00 $/hr ----
243.00 $/hr ----
Rate
177.00 $/hr
248.00 $/hr
318.00 $/hr
cost+ 10%
1500.00 $/day
Total Pricing Per Technican Per Day SHOP Service
Annual Estimated Rate $1,080.00 per day for estimated 15 days Total Pricing Per Technican Per Day FIELD Service
Annual Estimated Rate $2,916.00 per day for estimated 10 days $1,080.00
$16,200.00
$2,916.00
$29,160.00
Years 2-3 will have no more than a 6% escalator added on the anniversary of the Effective Date.

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Fee Schedule/Exhibit B Rev. 06/22/17 Page 1 of 1

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REP AIR, INC.

EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf'' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17 Page 1 of 4
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act( s ), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17 Page 2 of 4
Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of nonrenewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17 Page 3 of 4

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting oflnsurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

EBIX Inc.

City of Santa Clara [Electric Department]
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096
Telephone number:

Fax number:

Email address:

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Insurance Requirements/Exhibit C Rev. 06/22/17 Page 4 of 4

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

EXHIBITD

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.

As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17 Page 1 of2

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience5 to perform the terms of, or operate under, this Agreement; or,

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Ethical Standards for Contractors/Exhibit D Rev. 06/22/17 Page 2 of 2

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REP AIR, INC.

EXHIBITE

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set f01ih in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

KOFFLER ELECTRICAL MECHANICAL APPARATUS
REP AIR, INC.
a California corporation
By: ~~~krflff
Signature of Authorizeahrson or Representative
Name: CHARLES KOFFLER
Title: CEO/Technical

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./ Affidavit of Compliance/Exhibit E Rev. 06/22/17 Page 1 of 1

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REP AIR, INC.
(Not Applicable)

EXHIBITF

MILESTONE SCHEDULE
Agreement with Koffler Electrical Mechanical Apparatus Repair, Inc./Milestone Schedule/Exhibit F Rev. 06/22/17 Page I of I

CALIFORNIA ALL- PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of A /a,f;'tel{, °'-- }
on Nt)V€¥<~1-¥ <lo/, '2ol r before me Do,v;c) f, (--hlv2.Kov1,. VlP~ pu'al;c_ '-------~----~--~------' personally appeared __ C=-_v,_0--_v-_}_e_s_ A __ . _ _,_K_o_+_t_\_H~-r•-~-s-•rt_n_•m_e_•_nd_1_,tl•_o_f t_h._o_ffi_, c•-r) ____ _ who proved to me on the basis of satisfactory evidence to be the person(-er whose name(-s, is/ci-Fe-subscribed to the within instrument and acknowledged to me that he/&he/they executed the same in his/oor/their authorized capacity(~), and that by his/h0r/their signature(-e-) on the instrument the person(91, or the entity upon behalf of which the person(~ acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
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:;. DAVIDE. HALVERSON s;
COMM.# 2091012
CJ .41 NOTARY PUBLIC - CALIFORNIA G) ~ ALAMEDA COUNTY 0 J V 0'~ ~~-.;X~~eCJ?i~ ~
Notary Public Signature (Notary Public Seal)
INSTRUCTIONS FOR CO:tvIPLETING THIS FORM
ADDITIONAL OPTIONAL INF ORMA TI Q N This form complies with current Califomia statutes regarding nota,y wording and,

DESCRIPTION OF THE ATTACHED DOCUMENT
t{~-~o.,-,7-\- o+ Gory(; o-fll<.q_ « •• :;~ .. ~ ~;~
(Title or description of attached document) -' , - IJ
(Title or description of attached document continued)
Number of Pages _I_ Document Date 11f"i-9 /1-=t,-

CAPACITY CLAIMED BY THE SIGNER
□ Individual (s)
□ Corporate Officer
(Title)
□ Partner(s)
□ Attorney-in-Fact
□ Trustee(s)
0 Other __________ _
2015 Version www.NotaryClasses.com 800-873-9865
if needed, should be completed and attached to the document. Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California nota,y to violate California nota1J1 law.
• State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect fo nns (i .e. l,e/she/#iey,- is /are) or circ ling the correct fomns. Fa ilure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible.

Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area pennits, otherwise complete a different acknowledgment form . • Signature of the notary public must match the signature on fi le with the office of the county clerk.
❖ Additional infonnation is not required but could help to ensure this acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple.

Ebix Insurance No. S200000423
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Koffler Electrical Mechanical Apparatus Repair, Inc. a California corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and Between the City of Santa Clara, California, and Koffler Electrical Mechanical Apparatus Repair, Inc., dated February 13, 2018 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide services to repair, maintain and overhaul miscellaneous motors, fans, pumps and other electrical equipment at the City's Generation Facilities, and the Parties now wish to amend the Agreement extend the term and increase the total compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "Term of Agreement" is amended to read as follows:

2. Exhibit B to Agreement entitled "Fee Schedule" is hereby deleted and replaced with Exhibit B - Compensation and Fee Schedule -Amended January 15, 2021.

Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/19

Page 1 ends

3. Exhibit F of the Agreement, entitled "Milestone Schedule", is hereby deleted and replaced with Exhibit F - Labor Compliance Addendum attached and incorporated into this Agreement.

4. Except as set forth herein, all other terms and conditions of the Agreement shall remail'I in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:

Digitally signed by Caio
C · A II ·Arellano 8[0 re anQ Date: 2021.02,09

BRIAN DOYLE
City Attorney
15:47:14 -08'00'
~EANN J.ANTANA
"CITY"
City Ma __ r·
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.
a California corporation
Dated: 1/05/2021
By(Signature): ~4. A'~
Name: CHARLES KOFFL'eR
Title: CEOff echnical
Principal Place of 527 Whitney Street
Business Address: San Leandro, CA 94577
Email Address: ------------------ Te I e phone: (510) 567-0630 Fax: (510) 567-0636
"CONTRACTOR"
Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 1 0/25/2019
Page2
AMENDMENT NO. 1 TO

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

EXHIBIT B

COMPENSATION AND FEE SCHEDULE
AMENDED JANUARY 15, 2021

1. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed three hundred fifty thousand dollars ($350,000).

2. Services shall be provided according to the rates below:

2.1. Definitions:

2.1.1. Straight Time: Up to eight (8) hours on weekdays excluding holidays

2.1.2. Overtime:

2.1.2.1. First four (4) Hours in excess of eight hours on weekdays or

2.1.2.2. First four (4) hours worked on Saturday

2.1.3. Double Time

2.1.3.1. Hours worked on Sunday or Holiday (New Year's Day, President Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day)

2.1.3.2. Over twelve (12) hours worked on weekday

2.1.3.3. Over four (4) hours worked on Saturday

2.2. Work at Contractor's shop

2.2.1. Straight Time Labor

2.2.2. 2.2.3.

Overtime Labor
Double Time Labor

2.3. Field Service

2.3.1. 2.3.2.

2.3.3. Straight Time Labor
Overtime Labor
Double Time Labor
$153 per hour
$209 per hour
$265 per hour
$234 per hour
$307 per hour
$380 per hour

2.4. Pick-up and delivery shall be included at no cost except as follows:

2.4.1. Monday through Friday after 4:30 pm through 8:00 am.

2.4.2. During hours defined as overtime or double-time in this Agreement Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019

Page 3 ends

2.4.3. Where a tractor-trailer is required, the rate from from San Leandro to Santa Clara is

2.4.3.1. $1,200 for round trip during Straight Time hours

2.4.3.2. $2,400 for round trip during hours not defined as Straight Time.

2.4.4. Where crane services are required. Crane services may be provided at the following rates:

2.4.4.1. $1,150 minimum - includes crane and operator for first four hours

2.4.4.2. $235 per hour for additional hours

2.5. Labor rates shall be effective throughout the term of this Agreement.

3. Authorization of work:

3.1. When services are requested greater than five (5) days in advance, Contractor shall provide a quote for the anticipated services. Such quote shall be approved in writing (e-mail acceptable) by one of the following:

Electric Program Manager, Electric Utility Division Manager, Assistant Director Electric Utility, Chief Electric Utility Operating Officer

3.2. Emergency Services --those services scheduled less than five (5) days in advance -- shall be quoted where possible and invoiced in a matter that permits the City to assure that services were provided at the rates authorized in this Purchase Order.

3.3. Contractor is responsible for notifying City in a timely manner when the quoted cost may change such as due to new findings, changes in process, or changes in regulations. Contractor shall provide reason for the change.

4. Reimbursable Expenses

4.1. Pass-Through Costs:

4.1.1. In some cases, Contractor may pass-through costs such as, but not limited to, subcontracted activities or materials.

4.1.2. Such Pass-Through Costs shall be included in the quote.

4.1.3. When these Pass-Through Costs occur, Contractor will invoice City for these costs and may include a markup of up to ten percent (10%).

4.1 .4. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

4.1.5. Except in the case of emergency, Contractor will notify the City in advance when these costs are anticipated.

4.2. Reimbursement of expenses is subject to the following conditions.

4.2.1. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to the City that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

Amendment No. 1 to AgreemenUKoffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019
Page4

4.2.2. Travel-related expenses (mileage, lodging, meals, etc.).

4.2.2.1. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services Administration (GSA). https://www.gsa.gov/travel-resources

4.2.2.2. The City shall not reimburse local travel (within Santa Clara County).

Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019
Pages
AMENDMENT NO. 1 TO

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

EXHIBIT F

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. PREVAILING WAGE REQUIREMENTS

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

Rev. 10/25/2019
Page6
payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request.

The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll records and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those who fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019

Page 7 ends

B. AUDIT RIGHTS
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. ENFORCEMENT

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Amendment No. 1 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019

Page 8 ends

Ebix Insurance No. S200000423
AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

RECITALS
A. The Parties previously entered into an agreement entitled "Agreement for the Performance of Services by and Between the City of Santa Clara, California, and Koffler Electrical Mechanical Apparatus Repair, Inc., dated February 13, 2018 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated February 11, 2021 and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the "Agreement as Amended"; and
C. The Parties entered into the Agreement for the purpose of having Contractor provide services to repair, maintain and overhaul miscellaneous motors, fans, pumps and other electrical equipment at the City's Generation Facilities, and the Parties now wish to amend the Agreement to increase the total compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Exhibit B to Agreement entitled "Fee Schedule" is hereby deleted and replaced with Exhibit B - Compensation and Fee Schedule -Amended January 15, 2021.

Amendment No. 1 to Agreement/*insert Contractor's name
Rev. 10/25/19

Page 1 ends

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
~~
Dated: !~/qbod
~u; :4J£,V ~ A ~
City-Manager~
CITY OF SANTA CLARA ~NNAJ. S NT A

OFFICE OF THE CITY ATTORNEY
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: ( 408) 615-2210
Fax: (408) 241-6771
KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.
a California corporation
Dated: // iJ£ :b_O '.l---
By (Signature): ~ 1~ /d.. ~JbA-·
Name: CHARLES KOFFLER
Title: CEO/Technical
- - --- - ----------- Pr in ci pa I Place of 527 Whitney Street Business Address: San Leandro, CA 94577 --- ---=-- ----- - ----- Em a ii Address: <=-/,1--A,e vfi e ?t!Z?EldE#--, ~ Telephone: -'(.__5_10_,_)_5_6_7-_0_63_0 _ _________ _
Fax: (510) 567-0636
"CONTRACTOR"
Amendment No. 2 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 101is12019
Page2
AMENDMENT NO. 2 TO

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND KOFFLER ELECTRICAL MECHANICAL APPARATUS REPAIR, INC.

EXHIBITS

COMPENSATION AND FEE SCHEDULE
AMENDED DECEMBER 1, 2021

1. Compensation: The amount billed to City by Contractor for services under this Agreement as Amended will not exceed five hundred fifty thousand dollars ($550,000}.

2. Services shall be provided according to the rates below:

2.1. Definitions:

2.1.1. Straight Time: Up to eight (8) hours on weekdays excluding holidays

2.1.2. Overtime:

2.1.2.1. First four (4) Hours in excess of eight hours on weekdays or

2.1.2.2. First four (4) hours worked on Saturday

2.1.3. Double Time

2.1.3.1. Hours worked on Sunday or Holiday (New Year's Day, President Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day)

2.1.3.2. Over twelve (12) hours worked on weekday

2.1.3.3. Over four (4) hours worked on Saturday

2.2. Work at Contractor's shop

2.2.1. Straight Time Labor

2.2.2. Overtime Labor

2.2.3. Double Time Labor

2.3. Field Service

2.3.1. 2.3.2.

Straight Time Labor
Overtime Labor
$153 per hour
$209 per hour
$265 per hour
$234 per hour
$307 per hour

2.3.3. Double Time Labor $380 per hour

2.4. Pick-up and delivery shall be included at no cost except as follows:

2.4.1. Monday through Friday after 4:30 pm through 8:00 am.

2.4.2. During hours defined as overtime or double-time in this Agreement Amendment No. 2 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019

Page 3 ends

2.4.3. Where a tractor-trailer is required, the rate from from San Leandro to Santa Clara is

2.4.3.1. $1,200 for round trip during Straight Time hours

2.4.3.2. $2,400 for round trip during hours not defined as Straight Time.

2.4.4. Where crane services are required. Crane services may be provided at the following rates:

2.4.4.1. $1,150 minimum - includes crane and operator for first four hours

2.4.4.2. $235 per hour for additional hours

2.5. Labor rates shall be effective throughout the term of this Agreement.

3. Project Quotes and Authorization of work:

3.1. Projects (services, materials and/or equipment) with a value that exceeds the City's competitive threshold, and/or are subject to the State of California's Public Contract Code or City of Santa Clara Charter Section 1310 may require a separate competitive process.

3.2. Contractor shall not initiate any project assignment that will result in costs exceeding the compensation in the Agreement or are anticipated to extend past the term of this Agreement.

3.3. With the exception of emergency services as described in the Emergency Services section 3.8 or in the event described in Section 3.10.3, when additional services are required by the City, Contractor shall submit a quote for the required services in advance of commencing work,.

3.4. Contractor's quote shall include the following details.

3.4.1. The specific service(s) to be performed;

3.4.2. Location where services will be performed;

3.4.3. The project schedule as determined by SVP;

3.4.3.1. The project schedule shall point out any activities and/or products or materials that may impact the project timeline, including but not limited to, lead time(s) for material sourcing; shipping and receiving delays; and any other delays.

3.4.4. Estimated cost for the requested services, including the following.

Items not specified are assumed to be included in the hourly rate.

Labor costs (prevailing wage and non-prevailing wage);
Tools and materials;
Equipment;

3.4.4.1. 3.4.4.2.

3.4.4.3. 3.4.4.4. Any additional costs including taxes and or fees where applicable; and

3.4.4.5. Total not to exceed price.

Amendment No. 2 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

Rev. 10/25/2019

Page 4 ends

3.4.5. DIR number for any subcontractors

3.5. Where the terms of any quote are in conflict with this Agreement, the terms of this Agreement shall prevail.

3.6. All submitted pricing shall be in accordance with the rates authorized in this Agreement.

3.7. The City shall review the submitted quote and, if there are no issues or concerns, approve the quote and provide written authorization (approval) for Contractor to begin work. Written authorization may only be provided by a Program Manager, Senior Electric Utility Engineer, Division Manager, Senior Division Manager, Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer (e-mail is acceptable).

3.8. Emergency Services --those services scheduled less than five (5) days in advance -- shall be quoted where possible and invoiced in a matter that permits the City to assure that services were provided at the rates authorized in this Purchase Order.

3.9. Emergency Services

3.9.1. 3.9.2.

3.9.3. 3.9.4.

An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that the City reasonably determines to require immediate action, presents an ongoing danger to public health and safety, and/or imperils SVP facilities and equipment.

Emergency services may only be authorized, in writing by an Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer (e-mail is acceptable).

Emergency services may be approved verbally, where appropriate, only by the SVP staff identified above. When verbal authorization is given, Contractor shall follow up with City for written confirmation within three (3) days.

When emergency services are required, Contractor shall send a quote to City for the required services as soon as possible, but no later than within three (3) business days of starting work. The quote shall be detailed in accordance with this Section 3, and shall also include any completed work.

3.10. Changes

3.10.1. Contractor shall notify the City immediately when a situation occurs that may result in a change to the quoted project cost. Contractor shall provide reason for the change specific to each work authorization.

3.10.2. In the event that unanticipated site conditions or other issues result in costs that exceed the approved quote, Contractor shall submit to the City an updated quote for review and approval from the City in advance of performing the work. Written authorization may only be provided by a Division Manager, Senior Division Manager, Assistant Amendment No. 2 to Agreement/Koffler Electrical Mechanical Apparatus Repair, Inc.

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Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

3.10.3. In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer.

Contractor shall provide an updated quote within two (2) business days so that such changes can be documented in a written authorization within four (4) business days.

3.11. SVP shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.

4. Reimbursable Expenses

4.1. Pass-Through Costs:

4.1.1. In some cases, Contractor may pass-through costs such as, but not limited to, subcontracted activities or materials.

4.1.2. Such Pass-Through Costs shall be included in the quote.

4.1.3. When these Pass-Through Costs occur, Contractor will invoice City for these costs and may include a markup of up to ten percent (10%).

4.1.4. Contractor shall provide supporting documentation such as invoices or receipts for all Pass-Through costs.

4.1.5. Except in the case of emergency, Contractor will notify the City in advance when these costs are anticipated.

4.2. Reimbursement of expenses is subject to the following conditions.

4.2.2. Travel-related expenses (mileage, lodging, meals, etc.).

4.2.2.2. The City shall not reimburse local travel (within Santa Clara County).

5. Invoicing

5.1. Contractor shall submit an invoice to City upon the completion of services, pursuant to this Agreement.

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5.2. Each invoice shall include the tasks performed and the costs for each task with sufficient information for the City to verity that services were provided at the rates specified in this Agreement.

5.3. If City disputes an expense in an invoice, City may deduct the disputed expense from the payment of that invoice, provided that City submits to Contractor a written explanation of why the expense is being disputed.

6. Payment to Contractor

6.1. City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

6.2. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

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EBIX Insurance No. *S200004650

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ALLIED POWER GROUP

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Allied Power Group, LLC, a Delaware Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Scope of Services
Exhibit B - Fee Schedule and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Allied Power Group (APG)
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whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on June 1, 2021 and terminate on December 31,2021.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. For a period of two (2) years, Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services during such time, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "FEE SCHEDULE AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is two million five hundred thousand dollars ($2,500,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall Agreement with Allied Power Group (APG)
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be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession. Contractor shall be permitted to recover all costs reasonably incurred up to the date of the notice of termination.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

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11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, Agreement with Allied Power Group (APG)
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liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

15. LIMITATION ON LIABLITY

IN NO EVENT SHALL CONTRACTOR'S AGGREGATE LIABILITY ARISING

OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF

OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, $7,500,000.

16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

17. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected],
and [email protected]
And to Contractor addressed as follows:

Brian T Foley
Vice President, Business Development
10131 Mills Rd
Houston, TX 77070
bfoley@allied pg. com
720-288-3003
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

19. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Allied Power Group (APG)
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following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

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26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:

Digitally signed by Caio
C- CJ,(_ ~~~~~~~21.06.2313:35:48
-07'00'

BRIAN DOYLE
City Attorney
"CITY"
DEANN J. · A TANA
City Man er
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

ALLIED POWER GROUP
a Delaware Limited Liability Corporation
Dated: J~io21
By (Signature): ----
Name: ~ ~polonia
Title: Chief Administrative Officer
Principal Place of 10131 Mills Road
Business Address: Houston TX 77070 -------------- ---- Em a i I Address: [email protected] Telephone: @:1~ 979-4363
Fax: ~~------------- ---
Agreement with Allied Power Group (APG)
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"CONTRACTOR"

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AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP

EXHIBIT A - SCOPE OF SERVICES
Contractor will services for Silicon Valley Power (SVP) as detailed below:

1. SECTION 1: Scope of Work - Frame 5 Major Inspection

1.1. Disassembly

1.1.1. Pre-job safety training

1.1.2. Lockout/ Tagout (LOTO)

1.1.3. Check accessory alignment

1.1.3.1. Disassembly accessory coupling guard

1.1.3.2. Remove accessory coupling and install alignment fixture

1.1.3.3. Check as-found accessory alignment

1.1.4. Check load package and generator alignment

1.1.4.1. 1.1.4.2.

1.1.4.3. 1.1.4.4.

Disassemble load coupling guard, bellows, and #2
bearing extension cover
Disassemble and remove load coupling
Install alignment fixture and check alignment
Check generator quill shaft alignment

1.1.5. Remove combustion components

1.1.5.1. 1.1.5.2.

1.1.5.3. 1.1.5.4.

1.1.5.5. 1.1.5.6.

Remove gas, atomizing air, fuel oil & water injection
pigtails
Remove Fuel Nozzles (FN)
Remove combustion chamber covers
Remove retainers, cross fire tubes, and liners
Hot bolt manifolds and interference cooling air piping
Unbolt outer cross fire tubes and hot bolt combustion
chambers
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1.1.5.7. 1.1.5.8.

Remove manifolds and interference cooling air piping
Remove combustion chambers

1.1.6. Inlet and exhaust

1.1.6.1. 1.1.6.2.

1.1.6.3. 1.1.6.4.

1.1.6.5. 1.1.6.6.

1.1.6.7. 1.1.6.8.

1.1.6.9. Remove insulation packs from inlet elbow and prep elbow for removal
Prep exhaust stack for removal
Prep turbine roof and walls for removal
Rig and remove Inlet elbow
Record opening 6-point RO blade clearance checks
Rig and remove exhaust stack, turbine roof and walls
Remove aft flex seals
Remove Upper Half Forward (U/H FWD) flex seals
Unbolt exhaust diffuser and drift aft

1.1 . 7. Remove cases

1.1.7.1. 1.1.7.2.

1.1.7.3. 1.1.7.4.

1.1.7.5. 1.1.7.6.

1.1.7.7. 1.1.7.8.

1.1.7.9. 1.1.7.10.

1.1.7.11. 1.1.7.12.

Install casing jacks
Unbolt and remove turbine case
Unbolt and remove aft compressor case
Unbolt and remove Forward (FWD) compressor case
Perform Inlet Guide Vanes (IGV) checks
Remove inlet bell mouth
Remove Transition Pieces (TP)
Remove Compressor Discharge Case (CDC)
Remove inner barrel U/H
Remove exhaust hood frame
Remove Upper Half (U/H) First Stage Nozzle (1 SN)
Remove U/H 1 SN Support Ring
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1.1.7.13. 1.1.7.14.

1.1.7.15. Removed U/H Second Stage Nozzle (2SN) and
Diaphragm
RemovelowerHa~(UH)1SN
Remove UH 1 SN support ring

1.1.8. Record opening clearances

1.1.8.1. 1.1.8.2.

1.1.8.3. 1.1.8.4.

1.1.8.5. 1.1.8.6.

1.1.8.7. 1.1.8.8.

1.1.8.9. Remove #2 bearing housing U/H and check bearing pinch
Remove #2 bearing oil seal U/H and record opening
clearances
Perform rotor thrust bump and leave against active
thrust
Record opening turbine clearances
Record opening compressor clearances
Remove #1 bearing housing U/H and check bearing
pinch
Record opening #1 bearing seal clearances and
disassemble oil slinger ring
Disassemble thrust bearing
Remove UH of #1 and #2 bearing oil seals

1.1.9. Rig and remove turbine rotor and place in stands

1.2. Clean and inspect

1.2.1. Bearings and seals: Fixed price scope includes removal, inspection, and replacement of existing bearings and seals.

Repairs, refurbishment, or replacement with new parts will be performed at Time and Materials (T&M) rates using Work
Authorization process in Section 5 of this Agreement.

1.2.1.1. 1.2.1.2.

Remove, inspect, and replace bearings.

If required, repairs will be performed on #1 and #2
bearing oil seals using T&M.

Visual inspection of active and inactive thrust bearing on-site.

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1.2.1.3. 1.2.1.4.

If required, repairs will be performed on active and
inactive thrust bearing using T&M. Remove and
inspect #1 and #2 bearing on-site,
If required, #1 and #2 bearings will be replaced using
T&M.

If required, Send #1 bearing for refurbishment using
T&M rates. (#2 bearing is new.)

1.2.2. Compressor stator vanes

1.2.2.1. 1.2.2.2.

1.2.2.3. 1.2.2.4.

Steam clean stator and rotor blades
Inspect compressor rotor and stator blades
Clean casings and inspect for damage
Blend and deburr any compressor blades that are
damaged

1.2.3. Hot Gas Path (HGP) & combustion components

1.2.3.1. 1.2.3.2.

1.2.3.3. Record serial numbers (FNs, Combustion Liners
[Cls], TPs, 1 SN, 2SN)
Inspect cross fire tubes and retainers
Inspect stage 1 - 2 shrouds and replace if necessary

1.2.4. Bolting, piping and casings

1.2.4.1. 1.2.4.2.

1.2.4.3. Clean, inspect and tap bolt holes; identify and repair any damaged threads
Clean & prep bolting for installation
Clean and blow out piping

1.2.5. Gear box: Fixed price scope includes inspection of existing gear box. Repairs, refurbishment, or replacement of new parts will be performed at T&M rates using Work Authorization process in Section 5 of this Agreement.

1.2.5.1. 1.2.5.2.

Remove accessory gear box inspection covers and
perform visual inspection
Check accessory gear shaft lift and float checks
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1.2.5.3. 1.2.5.4.

1.2.5.5. 1.2.5.6.

1.2.5.7. 1.2.5.8.

Remove gears and inspect bearings.

Inspect accessory gear box bearings.

If required, accessory gear box bearings will be
overhauled using T&M. City has available spare
bearings. Removed bearings will be shipped for
refurbishment at T&M and returned to City for
inventory.

Close out accessory gear box and reinstall covers
Remove load gear box inspection covers and perform
visual inspection
Check load gear back-lash and gear contact
Close out load gear box and reinstall covers

1.2.6. IGV Assembly

1.2.6.1. 1.2.6.2.

1.2.6.3. Record IGV opening clearance data
Replace IGV bushing and thrust washers
Record closing IGV clearance data

1.2. 7. Rotor Assembly

1.2.7.1. 1.2.7.2.

1.2.7.3. Remove and replace stage 1 and 2 buckets
Measure and record journal diameters
Remove and replace RO blades.

If required, rotor may be shipped to ship for removal
of blades at T&M

1.2.8. Pumps and Motors: Fixed price scope includes open, clean, close and align pumps and motors. Repairs, refurbishment, reinstall, or replacement with new parts will be performed at T&M rates using Work Authorization process in Section 5 of this Agreement.

1.2.8.1. Remove and inspect the following pumps and motors:

AC Lube Oil (L/O) pump motor, AC (L/O) pump, DC
L/O pump motor, DC L/O pump, diesel forward pump
motor, diesel forward pump, hydraulic pump motor,
hydraulic pump torque converter, hydraulic ratchet
motor, hydraulic ratchet pump
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1.2.8.2. 1.2.8.3.

1.2.9. Reassembly

1.2.9.1. 1.2.9.2.

1.2.9.3. 1.2.9.4.

1.2.9.5. 1.2.9.6.

1.2.9.7. 1.2.9.8.

1.2.9.9. 1.2.9.10.

1.2.9.11. 1.2.9.12.

1.2.9.13. 1.2.9.14.

1.2.9.15. 1.2.9.16.

1.2.9.17. 1.2.9.18.

1.2.9.19. Where required, ship to shop for repair at T&M rates.

Install and align all pumps and motors after repair.

Uncover L/H and blow out cases
Install L/H 2SN
Install L/H turbine bearings
Install L/H SN
Install turbine rotor
Check #1 and #2 bearing twist & tilt and install U/H
bearing
Install thrust bearing
Install #1 bearing cover dry, check rotor position &
thrust and removed cover.

Grid thrust shims (as needed)
With rotor set against active thrust, chart compressor
and turbine clearances
Install and set #2 bearing oil seals and record final
clearances
Install and set #1 bearing oil seals and record final
clearances
Check #2 bearing cover pinch, correct as needed and
final install cover.

Install exhaust frame hood and air baffle
Install exhaust diffuser
Install aft flex seals
Install FWD flex seals
Install exhaust plenum roof
Install U/H 1 SN support ring & 1 SN
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1.2.9.20. 1.2.9.21.

1.2.9.22. 1.2.9.23.

1.2.9.24. 1.2.9.25.

1.2.9.26. 1.2.9.27.

1.2.9.28. 1.2.9.29.

1.2.9.30. 1.2.9.31.

1.2.9.32. 1.2.9.33.

1.2.9.34. 1.2.9.35.

1.2.9.36. 1.2.9.37.

1.2.9.38. 1.2.9.39.

1.2.9.40. 1.2.9.41.

1.2.9.42. 1.2.9.43.

Install U/H inner barrel
Install CDC
Install U/H aft compressor Case
Install TPs with lnconel rope seal
Install combustion chambers and outer cross fire
tubes
Install combustion liners, inner cross fire tubes and
retainers
Install end covers and FN
Install U/H 2SN segments
Install turbine shell
Install cooling and sealing air piping
Install manifolds, pigtail piping, and tubing
Install U/H FWD compressor case
Final install #1 bearing cover
Install inlet bell mouth
Remove casing jacks
Reinstall turbine compartment
Record closing RO compressor blade 6-point checks
Install inlet plenum FWD wall
Install inlet plenum wall and roof
Install turbine compartment roof
Install turbine compartment doors
Reinstall exhaust stack
Reinstall inlet elbow and insulation panels
Install new expansion joints
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1.2.9.44. 1.2.9.45.

Check load package alignment
Check accessory alignment

1.2.10. Alignment, commissioning & start-up support

1.2.10.1. Correct Accessory Alignment, if needed (up to two shifts). Additional shifts, if needed, shall be quoted
and authorized using the process in Section 5 of this
Exhibit A.

1.2.10.2. Install accessory coupling and guard

1.2.10.3. Correct load package alignment, if needed (up to two shifts). Additional shifts, if needed, shall be quoted
and authorized using the process in Section 5 of this
Exhibit A.

1.2.10.4. Install load coupling

1.2.10.5. Install load coupling guard

1.2.10.6. Reinstall rat guards and close hatches

1.2.10.7. Perform oil flush. (City to remove and dispose of old oil)

1.2.10.8. Install oil flush system and initial clean the oil tank.

1.2.10.9. Install new oil and begin oil flush. (Approximately 3-5 days and 1700 gallons)

1.2.10.10. Filter oil from tank into totes.

1.2.10.11. Clean oil tank.

1.2.10.12. Filter oil back into tank.

1.2.10.13. Clean up site and inventory tooling

1.2.10.14. Support unit start-up

2. SECTION 2: Division of Responsibility
Description
Labor:

Agreement with Allied Power Group (APG)
Rev. 07-01-18
J Contractor J SVP J Notes

Page 16 ends

Description
Review the scope of work,
scheduling, and planning with
SVP's representative
Provide field engineers as
required by the scope of work
Provide project manager as
required by the scope of work
Provide supervision as
required by the scope of work
Provide qualified labor and
perform the scope of work
Final field report
Bucket Tech
Tooling
Provide tool set for the
workforce including
transportation
Cable slings, lifting devices
and associated special tooling
supplied with the original
equipment order
Rotor Stands
Consumables:

Normal Consumables
Oxyqen, acetylene and qas
Trash Containers and disposal
service
Agreement with Allied Power Group (APG)
Rev. 07-01-18
Contractor SVP Notes
X
X
X
X
X
X
X
X
Contractor may use
SVP's existing
X X alignment fixture for
accessory to turbine
and turbine to load
qear
X
X Rags, Cleaners, etc.

X
X

Page 17 ends

Description
Pallets and wood for crating &
shippinq items off site
Potable water
Fire protection equipment/first
aid facilities
Sub Contract Services:

Crane & Operator
ScaffoldinQ
Cribbing
Insulation Removal and
replacement
Machine shop services
On-site machining
Disposal of hazardous waste
All asbestos removal and
disposal subject to Section 5 of
this Exhibit A
Oil removal and disposal
Oil removal and storaQe
New Parts and consumables
Freight
Rentals:

Office trailer, change trailer
Agreement with Allied Power Group (APG)
Rev. 07-01-18
Contractor SVP Notes
X X
X
X
X
X T&M, if required
X
X T&M, if required
X T&M, if required
X T&M, if required
X
X
X Old Oil
X New Oil
X X
Contractor shall
prepare items for
X X freight. Freight costs
shall be reimbursed
subject to provisions of
Exhibit B
X

Page 18 ends

Description
Chemical toilets
Compressed air
Forklifts
Welding Machine
Manlift
Bores cope
Generator
Hand washinQ station
Special Tooling:

Confined Space Monitor
Tensioning and hydraulic
wrenches
Boxes for HGP components
On-Site Services:

Electrician/Instrumentation for
disconnects and connections
Electrical power including:
(120/480 VAC single phase
and 480 VAC three phase up
to 100 amps), service water
Non-Destructive Testing (NOT)
material and services
Critical Path Method (CPM)
schedule

3. Schedule of Work
Agreement with Allied Power Group (APG)
Rev. 07-01-18
Contractor SVP Notes
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X

Page 19 ends

3.1. Within five (5) days of the effective date of this agreement, Contractor shall provide a project schedule in similar format to the schedule attached as Exhibit A-1 - SAMPLE PROJECT SCHEDULE.

3.1.1. Contractor and City will review and make changes as needed.

3.1.2. Contractor and City will agree upon a final schedule in writing (email acceptable) in advance of starting work.

3.2. Crew schedule will be seven days per week and ten hours per day in one shift for the first two (2) weeks. After two weeks, the schedule may be adjusted as needed to meet the project schedule. In the event that such schedule adjustments result in additional costs, Contractor shall comply with the Work Authorization process outlined in Section 5 of this Exhibit A.

3.3. Based on scope increases, discoveries and changes that arise outside of the scope described herein, the outage duration will be adjusted and, upon approval of additional work the project schedule will be adjusted and resubmitted and shall be submitted for approval by SVP.

4. Assumptions:

4.1. Outage duration will be adjusted depending on scope increases, discoveries and changes that arise outside of the scope described herein. Any outage extensions and extra work will be performed pursuant to the Work Authorization Process outlined in Section 5 of this Exhibit A.

4.2. It is assumed that no hazardous material will be encountered in performing the work-scope. Testing for, abatement, and disposal of any hazardous or regulated material will be the responsibility of SVP.

4.3. SVP is responsible for disposal of all leftover/used material and liquids from all operations performed by Contractor and subcontractors. Contractor will provide a detailed list of items (if applicable).

4.4. SVP will be responsible for isolating all work areas from hazard (i.e., steam, electrical, and chemical) for the scope of Contractor's work. SVP will perform LOTO on all systems associated with this Scope of Services. LOTO shall adequately isolate the equipment being worked on to the satisfaction of the supervision and craft performing the work.

4.5. Disassembly and reassembly of components will be performed utilizing standard industry practices unless otherwise specified. In the event that disassembly or reassembly activities require effort above and beyond standard industry practice such as: 1. Destructive means, 2. Transfer to offsite repair facility, 3. Mobilization of on-site machinists/specialist, 4.

Modification of form/fit/function or 5. Other significant effort not specified in advance, then Contractor shall provide a quote for such additional activity as Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 20 ends

outlined in Section 5 of this Exhibit A. In the event that critical path activities are unable to be performed due to the lack of an approved Work Authorization and the provisions of Section 5.6 do not apply, then Contractor may demobilize until approval is obtained. Demobilization and remobilization costs shall be included in the quote on a T&M basis.

5. Additional Services I Work Authorization:

5.1. All other work not covered by this work scope will be in quoted using Contractor's time and material rates as specified in Exhibit B of this Agreement. For those items listed in Exhibit B-1, total costs for that task shall not exceed the amount in Exhibit B-1 unless justification is provided by Contractor and accepted by City. Such work and any associated costs shall be authorized using the process outlined in this Section 5 of Exhibit A and may include, but are not limited to:

5.1.1. Consumables, materials or equipment

5.1.2. Remove and replace RO blades either on site or transport to Contractor depot

5.1.3. The inspection and repair of any pumps and motors

5.1.4. Refurbish bearings (load gear, #1 bearings)

5.1.5. Repair of pumps and motors

5.1.6. On site drilling of the stage 1 and 2 shroud blocks to install locator pins (if required)

5.1.7. Exhaust skin and insulation

5.1.8. Expansion joints and weather stripping

5.1.9. Vibration analysis at start up

5.1.10. Generator and cribbing

5.1.11. Unplanned demobilization and remobilization due to the request of SVP or due to the work being inaccessible

5.1.12. Technical Information Letter (TIL) Work

5.1.13. Asbestos: If upon evaluation, asbestos is determined to be present, Contractor shall provide a quote to abate such material.

Such quote will be based upon location and quantity and work will be performed in compliance with State and Federal Government regulations and will be presented in conformance with this Section.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 21 ends

Traceability and ownership of the material will remain with SVP after disposal. Such work and any additional costs shall be authorized using the process outlined in Section 5 of this Exhibit A.

5.2. Contractor is responsible for notifying SVP in a timely manner when the quoted cost may change. Contractor shall provide reason for the change specific to each additional work activity.

5.3. Any work and/or materials requested by the City that exceeds the maximum compensation stated in this Agreement shall require the execution of an amendment prior to the commencement of work, and written authorization where applicable. Contractor shall not be entitled to any payment above the maximum compensation unless an amendment to this Agreement is executed by both Parties.

5.4. In the event that Contractor identifies additional services are required that are not in the scope of this Exhibit A, Contractor provide SVP with a quote for such services. Each quote shall include the following information listed separately:

5.4.1. 5.4.2.

5.4.3. 5.4.4.

5.4.5. 5.4.6.

5.4.7. Any findings leading to recommendation for additional work Specific project requirements for that quote including, where applicable, the specific issue to be remedied and services to be performed.

Project plan and schedule;
Pricing for any material, equipment permits or other costs to be incurred on behalf of the City for the project including any taxes, shipping, and other incidental costs;
Hourly rates for all labor to be used during the project including identification of any labor subject to prevailing wage requirements.

DIR number for any subcontractors; and
Total not-to-exceed price.

5.5. Each quote shall be approved, in writing (e-mail acceptable) in advance of starting work except as outlined in Section 5.6 of this Exhibit A.

5.6. In the following cases, contractor may initiate (or continue work exceeding a currently authorized quote) upon approval by e-mail of one of the following authorized individuals: Assistant Director, Chief Electric Utility Operating Officer, and Chief Electric Utility Officer. In the event that work is authorized without a quote under this section, Contractor shall provide a quote within two (2) business days that includes work activity that has already taken place as Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 22 ends

well as any additional activity required to complete the action requiring such work so that such changes can be documented in approved quote or Purchase Order within four (4) business days.

5.6.1. 5.6.2.

5.6.3. Emergency work: An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that the SVP reasonably determines to require immediate action, presents an immediate danger to public health and safety, and/or imperils SVP equipment.

In the event that issues are identified that can be most efficiently and economically resolved while on-site or, for services at Depot, by working continuously
Mobilization costs: Start-up is assumed to be immediate upon mechanical completion. Additional mobilization charges will apply to delayed start up. One day has been allowed for this outage.

5.7. City shall not be required to pay a deposit or any other form of pre-payment prior to the Contractor beginning work.

6. Contractor shall comply with Foreign Materials Exclusion (FME) Instruction 35 attached as Exhibit A-2 and incorporated by reference.

7. Reporting and Documentation

7.1. Contractor shall provide regular status updates on services performed during the term of the Agreement. Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of the City. 7 .2. At the end of each project, Contractor shall provide a complete report with any redlines to SVP's drawings, photo evidence, modifications, recommendations and a narrative of the work completed.
7 .3. At the end of each project, Contractor shall also provide as-built drawings identifying any changes including source of authorization for change.

8. Staffing Requirements

8.1. Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary for the services in this Exhibit A.

8.2. Contractor shall ensure the following employment standards for all employees (including subcontractors) are complied with and enforced throughout the term of the contract.

8.2.1. United States of America citizenship or verified legal alien status.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 23 ends

8.2.2. 8.2.3.

8.2.4. 8.2.5.

8.2.6. At least eighteen (18) years of age.

Sufficiently fluent in English to: (a) comprehend the instructions of Contractor personnel; (b) offer the level of customer service established by the manager; (c) understand the safety and operating instructions on any equipment used; and (d)
communicate with emergency personnel during emergencies; No known criminal background or record of conviction for other than minor vehicle code/traffic violations.

Possession of a current, valid U.S. driver's license permitting operation of a two-axle vehicle.

Ability to perform normal or emergency duties requiring moderate to arduous physical exertion.

8.3. Contractor shall employ only competent craftsmen/skilled workers who are appropriately trained and licensed to perform the required services.

8.4. Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Exhibit A, including but not limited to, DOT requirements for commercial driver's license and required drug testing if applicable.

8.5. The City may request verification of the assigned employees' qualifications at any time. Contractor shall promptly provide such verification upon request by the City.

8.6. Contractor shall ensure that all its employees and agents abide by established local, state and federal safety rules and regulations.

8.7. Contractor's employees and any subcontractors shall supply proper identification when requested by the City.

8.8. Contractor shall select and hire only persons who are well-qualified to perform the job duties for which they are being hired, who are neat, well-groomed, and courteous, and who can act in the utmost professional manner when interacting with City staff and the general public.

8.9. Classification and Duties of Employees

8.9.1. The Contractor shall include the classifications of employee positions and the duties of each position. Classifications may include, but are not limited to:

8.9.1.1. Project Manager/General Manager: Responsible for the day-to-day management and supervision of the
Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 24 ends

8.9.1.2. 8.9.1.3.

8.9.1.4. required services. On-site responsibilities shall also include, but not be limited to, correcting problems,
managing conflicts and complaints, and overseeing
work schedules, personnel, and equipment
requirements.

Foreman: Oversees field activities and repairs.

Technical/Field Personnel: Performs the required
services included in this Exhibit A.

Administrative Personnel: Assists in the
administration and reporting of the required services.

8.9.2. City has accepted the assignment of key personnel in Contractor's quote for Frame 5 Major Inspection dated April 30, 2021.

Contractor shall inform the City immediately of any change in key personnel assigned to this project.

8.9.2.1. 8.9.2.2.

Contractor shall submit the resumes and other
qualifications of the proposed replacement
employee(s) to the City for review and approval.

The City shall not unreasonably withhold approval.

8.9.3. The City reserves the right to request the removal of any Contractor employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. The Contractor shall promptly respond to requests for replacement personnel.

9. Subcontractors

9.1. The City has authorized Contractor to subcontract with the following:

9.1.1. 9.1.2.

9.1.3. 9.1.4.

9.1.5. 9.1.6.

Veracity- NDE Services
Summit- Crane Services
Chris Robinson-Bucket Tech
United Rentals
Mobile Mini- Office and bathrooms
Reladyne- Oil Flush

9.2. Additional subcontractors may be authorized through the work authorization process outlined in this Exhibit A.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 25 ends

10. Employee Training

10.1. Contractor shall train all employees (including subcontractors) assigned to perform the required services.

10.2. Contractor's employee training shall be at no cost to the City.

10.3. Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services for the City understand how to safely perform duties assigned to them.

10.4. Contractor shall review its training procedures annually, and shall any revisions in writing to the City.

10.5. Contractor shall provide ongoing training at least once per year. Contractor shall ensure that all assigned employees attend this annual training.

11. Professional Behavior

11.1. Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

11.2. Contractor's employees shall be neat and clean, and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

11.3. Contractor's employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the City's instructions.

11.4. Contractor's employees shall be all times polite and courteous in their dealings with City staff and members of the public, treating them with patience and respect.

11.5. Contractor's employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

11.6. Contractor shall submit any complaints received against it to the City immediately.

12. Safety

12.1. Safety Plan: Contractor uses the following procedures and documentation to ensure compliance with Customer, Contractor and OSHA safety requirements and regulations.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 26 ends

12.1.1. Contractor's Field Safety & Operations Manual is the top-level procedure that establishes Contractor's safety policy, requirements, and documentation.

12.1.2. Contractor develops a site-specific Health & Safety Plan (HASP) for each site it works on in advance of mobilization.

12.1.3. Contractor develops an outage specific Job Safety Analysis ( JSA) for each outage it performs based upon the outage specific work scope details and utilizes this document on a daily and task basis during the execution of the work.

12.1 .4. Contractor is registered and approved by ISNetWorld and Avetta to perform Field Services at multiple facilities.

12.1.5. Contractor's scope for the Gianera Unit 1 Major Inspection includes provision for a full-time site safety coordinator to ensure the safe execution of all maintenance activities.

12.2. Contractor, its employees, and any subcontractors shall always act in a safe manner while on City property.

12.3. Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site.

12.4. Contractor's safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances and codes.

12.5. Contractor shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances and codes in the event they are amended. Where any amended applicable laws or ordinances are in conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the safety provisions shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

12.6. Contractor shall provide and maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code. The program shall include, but not be limited to, a safety training program instructing Contractor's employees in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's job assignment. A copy of the Contractor's IIPP shall be submitted to the City, and be made available on-site upon request.

12. 7. Contractor shall schedule periodic safety inspections to identify and correct unsafe conditions and work practices. The City reserves the right to accompany Contractor during these inspections.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 27 ends

12.8. Contractor's employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which the Contractor's employee has a current doctor's prescription) on City property and while performing services for the City.

Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

12.9. Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

12.10. Contractor shall provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, and electronic signs.

12.11. Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

12.12. Contractor shall notify the City immediately in event of an injury or property damage that occurs during the performance of the services described in this Exhibit A. Contractor shall investigate the reported injury or damage upon request from the City, and provide the City with regular updates until the investigation is resolved. The City reserves the right to perform its own investigation. Should the City choose to conduct its own investigation, Contractor shall assist the City as required.

13. Tools and Equipment

13.1. Contractor is responsible for identifying all tools and equipment necessary to perform work. The City will not loan tools or equipment to the Contractor.

13.2. All equipment shall be operated and well-maintained in a satisfactory condition at all times and in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA).

13.3. The City may suspend work where they observe that proper tools and equipment are not being used.

14. Workmanship

14.1. Contractor shall perform the required services in an environmentally responsible manner.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 28 ends

14.2. Contractor shall assume full responsibility for the protection and safekeeping of material and tools stored at the site, and shall lock all Contractor vehicles when parked and unattended, to prevent unauthorized use. Contractor shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.

14.3. Contractor shall take all necessary precautions to protect City and private property from damage during the performance of the required services.

Contractor shall be responsible for the repair of any property damaged during the performance of services. Damage to City property that cannot be repaired shall be replaced at the Contractor's sole expense, prior to issuance of payment to the Contractor by the City. Any expenses incurred by the City to repair property damage will be deducted from the Contractor's compensation.

14.4. Contractor will make all reasonable efforts to minimize obstructions and inconvenience to private property owners. These efforts may include, but not be limited to, rescheduling work at a property owner's request, and removing all waste in a timely manner.

14.5. Contractor will make all reasonable efforts to minimize obstructions and inconvenience to public traffic. Contractor shall comply with all City, County, and State traffic control requirements, including the State of California Manual of Traffic Controls for Maintenance and Work Zones, most current version (Part 6 of California Manual of Uniform Traffic Control Devices), including all revisions.

14.6. Contractor shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by Contractor's performance of services.

14.7. Contractor shall leave the work site in a neat and orderly condition. All cleanup work will be done to the satisfaction of the City, and at the sole expense of Contractor.

14.8. Upon the end of the workday, or suspension of work, Contractor shall remove all equipment and obstructions from any property typically open for use by public traffic. Any incomplete work shall be secured in a manner that does not present a hazard to the City or public.

14.9. The City shall have the right to inspect any work performed by the Contractor and any subcontractors. Should the City determine upon inspection any unsatisfactory or defective work, the Contractor shall immediately correct the work at no additional cost to the City.

14.10. The City shall not perform any work for Contractor except in an emergency situation or as determined necessary by the City such as, but not limited to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. The City will be reimbursed for any work done for Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 29 ends

the Contractor (deduction from the Contract or invoice to Contractor at the sole discretion of the City). This will include all costs (direct straight time or overtime wages, all overhead, administration, engineering, vehicle, and equipment costs).

15. Warranty

15.1. Manufacturer's warranty shall apply to all parts.

15.2. Labor shall be warranted for twelve ( 12) months from the date of startup.

15.3. Contractor shall correct any deficiencies and/or errors in Contractor's work discovered during the warranty period, at no cost to the City.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 30 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
EXHIBIT A-1 - SAMPLE PROJECT SCHEDULE
Task Name
SVP - Gianera Frame 5 Major
Unit #1 Disassembly
Safety orientation
LOTO
Remove accessory coupling
Remove load coupling
Check accessory to turbine alignment
Check load coupling to turbine alignment
Unbolt and remove exhaust stacks
Remove turbine compartment roof & doors
Disassemble inlet ducting
Remove piping
Remove FN
Remove can covers
Remove liners, transfer tubes & clips
Remove cans
Install centerline jacks
Remove turbine shell
Remove forward compressor cases
Remove inlet
Remove exhaust frame
Remove TP's
Remove first stage nozzle
Remove CDC
Remove inner barrel
Measure and record rotor clearances
Remove 2SN
Remove #1 bearing instrumentation (SVP)
Remove #1 bearing cap and record seal
clearances
Remove #2 bearing housing and record
clearances
Unbolt upper# 1 and # 2 bearing housings
Disassemble thrust bearings
Remove rotor and set in rotor stand
Record all serial #'s on combustion and
turbine section parts
Box all combustion and turbine section parts
Remove stage 1-2 buckets
Clean turbine wheels
Agreement with Allied Power Group (APG)
Rev. 07-01-18
Duration Start
41 days Mon 5/17/21
17 days Mon 5/17/21
2 hrs Mon 5/17/21
2 hrs Mon 5/17/21
6 hrs Mon 5/17/21
12 hrs Mon 5/17/21
8 hrs Tue 5/18/21
8 hrs Tue 5/18/21
16 hrs Tue 5/18/21
12 hrs Wed 5/19/21
16 hrs Wed 5/19/21
8 hrs Wed 5/19/21
6 hrs Wed 5/19/21
6 hrs Thu 5/20/21
6 hrs Thu 5/20/21
12 hrs Thu 5/20/21
8 hrs Fri 5/21/21
12 hrs Fri 5/21/21
8 hrs Fri 5/21/21
8 hrs Sat 5/22/21
16 hrs Sat 5/22/21
8 hrs Sat 5/22/21
6 hrs Sun 5/23/21
12 hrs Sun 5/23/21
4 hrs Sun 5/23/21
6 hrs Mon 5/24/21
12 hrs Mon 5/24/21
6 hrs Mon 5/24/21
8 hrs Mon 5/24/21
8 hrs Mon 5/24/21
8 hrs Tue 5/25/21
4 hrs Tue 5/25/21
8 hrs Tue 5/25/21
8 hrs Wed 5/26/21
8 hrs Wed 5/26/21
16 hrs Wed 5/26/21
8 hrs Thu 5/27/21
Finish
Thu 7/1/21
Thu 6/3/21
Mon 5/17/21
Mon 5/17/21
Mon 5/17/21
Tue 5/18/21
Tue 5/18/21
Tue 5/18/21
Wed 5/19/21
Thu 5/20/21
Thu 5/20/21
Wed 5/19/21
Wed 5/19/21
Thu 5/20/21
Thu 5/20/21
Fri 5/21/21
Fri 5/21/21
Sat 5/22/21
Fri 5/21/21
Sat 5/22/21
Sun 5/23/21
Sat 5/22/21
Sun 5/23/21
Mon 5/24/21
Sun 5/23/21
Mon 5/24/21
Tue 5/25/21
Mon 5/24/21
Mon 5/24/21
Mon 5/24/21
Tue 5/25/21
Tue 5/25/21
Tue 5/25/21
Wed 5/26/21
Wed 5/26/21
Thu 5/27/21
Thu 5/27/21

Page 31 ends

Task Name
Veracity to inspect turbine wheels
Veracity to inspect compressor and rotor
blades
Blend and debur compressor and stator
blades as needed
Install upper half inlet casing and connect IGV
rack
Record complete set of opening IGV
clearances
Inspect pumps and motors
Disassemble IGV blade arrangement
Veracity to inspect IGV blades
Install new IGV blade arrangement (use old
qears)
Record a complete set of closing IGV
clearances
Remove upper half inlet and store
Disassemble & inspect accessory gear shafts
& bearinqs
Remove Load Compartment Roof
Disassemble & inspect load gear bearings
Inspect the Generator Pedestal Bearing
Reassemble
Install new stage 1-2 buckets
Final inspect #1 and #2 bearings
Install lower half bearing liners and cover
bearinqs
Final inspect lower half casings
Install rotor
Reassemble thrust bearings
Record bearing seal clearances
Install# 1 journal bearing
Install # 2 journal bearing
Close #1 bearing temporary
Record compressor clearances
Close #1 bearing final
Install inlet
Install FWD & aft compressor cases
Install compressor inner barrel
Install CDC
Install L/H 2SN
Install L/H 1SN
Check closing turbine clearances
Close #2 bearing final
Install U/H 2nd Stage Diaphragm
Agreement with Allied Power Group (APG)
Rev. 07-01-18
Duration Start Finish
8 hrs Thu 5/27/21 Thu 5/27/21
8 hrs Fri 5/28/21 Fri 5/28/21
8 hrs Fri 5/28/21 Fri 5/28/21
8 hrs Fri 5/28/21 Fri 5/28/21
8 hrs Fri 5/28/21 Fri 5/28/21
10 days Fri 5/28/21 Wed 6/8/21
12 hrs Fri 5/28/21 Sat 5/29/21
4 hrs Sat 5/29/21 Sat 5/29/21
12 hrs Mon 5/31/21 Tue 6/1/21
8 hrs Tue 6/1/21 Tue 6/1/21
8 hrs Tue 6/1/21 Tue 6/1/21
4 days Fri 5/28/21 Tue 6/1/21
8 hrs Fri 5/28/21 Fri 5/28/21
5 days Sat 5/29/21 Thu 6/3/21
12 hrs Mon 5/31/21 Tue 6/1/21
17 days Mon 5/31/21 Fri 6/18/21
16 hrs Mon 5/31/21 Tue 6/1/21
4 hrs Mon 5/31/21 Mon 5/31/21
4 hrs Mon 5/31/21 Mon 5/31/21
2 hrs Tue 6/1/21 Tue 6/1/21
8 hrs Tue 6/1/21 Tue 6/1/21
4 hrs Wed 6/2/21 Wed 6/2/21
4 hrs Wed 6/2/21 Wed 6/2/21
1 hr Wed 6/2/21 Wed 6/2/21
1 hr Wed 6/2/21 Wed 6/2/21
4 hrs Wed 6/2/21 Wed 6/2/21
4 hrs Wed 6/2/21 Wed 6/2/21
6 hrs Thu 6/3/21 Thu 6/3/21
8 hrs Thu 6/3/21 Thu 6/3/21
6 hrs Thu 6/3/21 Thu 6/3/21
2 hrs Fri 6/4/21 Fri 6/4/21
8 hrs Fri 6/4/21 Fri 6/4/21
6 hrs Fri 6/4/21 Fri 6/4/21
4 hrs Sat 6/5/21 Sat 6/5/21
4 hrs Sat 6/5/21 Sat 6/5/21
4 hrs Sat 6/5/21 Sat 6/5/21
4 hrs Sat 6/5/21 Sat 6/5/21

Page 32 ends

Task Name
Install U/H 1st stage nozzle
Measure 1 SN concentricity
Install TP's
Install turbine shell
Install exhaust frame
Install cans
Install liners, transfer tubes & clips
Install can covers & FN
Install FWD Flex Seals U/H
Reassemble inlet ducting
Install piping
Install compartment doors & roof
Install exhaust stack
Align accessory to turbine
Align load gear to turbine
Align load gear to generator
Install accessory & load coupling
Oil flush
Clean oil tank and install new turbine oil
Remove LOTO put unit on oil & ratchet
Start up support
Technical Advisor, Supervisor, and eight (8)
Millwrights 7 days per week x 1 O hours per
day x 1 shift
Agreement with Allied Power Group (APG)
Rev. 07-01-18
Duration
4 hrs
4 hrs
12 hrs
12 hrs
12 hrs
8 hrs
6 hrs
8 hrs
12 hrs
16 hrs
8 hrs
12 hrs
16 hrs
2 days
2 days
2 days
2 days
7 days
1 day
8 hrs
2 days
41 days
Start Finish
Mon 6/7/21 Mon 6/7/21
Mon 6/7/21 Mon 6/7/21
Mon 6/7/21 Tue 6/8/21
Tue 6/8/21 Wed 6/9/21
Tue 6/8/21 Wed 6/9/21
Wed 6/9/21 Wed 6/9/21
Wed 6/9/21 Wed 6/9/21
Thu 6/10/21 Thu 6/10/21
Thu 6/10/21 Fri 6/11/21
Fri 6/11/21 Sat 6/12/21
Fri 6/11/21 Fri 6/11/21
Sat 6/12/21 Mon 6/14/21
Mon 6/14/21 Tue 6/15/21
Mon 6/14/21 Tue 6/15/21
Wed 6/16/21 Thu 6/17/21
Fri 6/18/21 Sat 6/19/21
Sat 6/19/21 Mon 6/21/21
Mon 6/21/21 Mon 6/28/21
Mon 6/28/21 Mon 6/28/21
Tue 6/29/21 Tue 6/29/21
Wed 6/30/21 Thu 7/1/21
Mon 5/17/21 Thu 7/1/21

Page 33 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP

EXHIBIT B-FEE SCHEDULE AND PAYMENT PROVISIONS

1. MAXIMUM COMPENSATION

1.1. The maximum amount of compensation to be paid to Contractor under this Agreement shall not exceed two million five hundred thousand dollars ($2,500,000).

1.2. Any work or materials requested by the City that exceeds the Maximum Compensation shall require the execution of an amendment to this Agreement before the commencement of work.

2. PRICE AND PAYMENT

2.1. In the event that site conditions result in increased costs, Contractor shall follow the Work Authorization process outlined in Exhibit A - Section 8.

2.2. All pricing uses the terms and rates in this Agreement and are quoted in USO (United States Dollars) unless otherwise specified in writing.

2.3. Pricing based on scope of work in Exhibit A is as outlined below:

Item Scope Cost
A Firm-Fixed Work scope - SECTION 1
1 Frame 5 Major inspection (Firm Fixed for $1,592,800.00 the quoted scope of work)
B Additional Services:

Additional Services are subject to the provisions of Section 5 $907,200.00 of Exhibit A and shall not exceed unless an amendment to this aqreement is executed by the Parties.

NOT TO EXCEED MAXIMUM COMPENSATION FOR ALL $2,500,000.00

WORK INCLUDING PARTS, MATERIALS, SALES TAX,

FREIGHT, SUBCONTRACTED SERVICES, AND LABOR

3. LABOR RATES:

3.1. For services not included in the Firm Fixed Scope of work, Time and Materials rates apply, Contractor shall quote using the process in Section 8 of Exhibit A and invoice based on the following hourly rates:

3.1.1. Hours during single daily shift - ten (10) hours per day Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 34 ends

JOB CLASSIFICATION STRAIGHT OVERTIME DOUBLE

TIME TIME
Technical Advisor/ PM $190.00 $240.00 $240.00
Safety Coordinator $135.00 $170.00 $170.00
Millwright Supervisor $160.00 $220.00 $220.00
Millwright Foreman $150.00 $210.00 $210.00
Millwright Journeyman $128.00 $168.00 $207.00
Specialty Technician $200.00 $250.00 $250.00

3.1.2. Hours outside of single daily shift- in excess (10) hours per day

JOB CLASSIFICATION STRAIGHT OVERTIME DOUBLE

TIME TIME
Technical Advisor/ PM $192.00 $242.00 $242.00
Safety Coordinator $137.00 $172.00 $172.00
Millwright Supervisor $162.00 $222.00 $222.00
Millwright Foreman $152.00 $212.00 $212.00
Millwright Journeyman $130.00 $170.00 $209.00
Specialty Technician $203.00 $253.00 $252.00

3.2. Definitions:

3.2.1. Straight time shall be eight (8) hours per day, Monday through Friday except on federal holidays.

3.2.2. Hours in excess of eight (8) hours Monday through Friday and all hours on Saturday shall be billed at Overtime rates.

3.2.3. Hours on Sundays and Federal holidays shall be billed at double time rates. Holidays are defined as: New Year's Day, Martin Luther King Day, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, Christmas Day

3.3. Minimum billable hours are eight (8) hours per day except holidays

3.4. Standby Time: If Contractor staff is required to be available for call-in on weekends or holidays, Contractor may invoice at straight time.

3.5. Travel

3.5.1. Contractor may quote and invoice Per Diem as further defined in Section 5 of this Exhibit B for non-local resources every day that a contractor employee is assigned to the City, including travel until individual is released from the job site (demobilized).

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 35 ends

3.5.2. Contractor may invoice travel time based on straight time for all nonlocal resources when services are provided at SVP's location.

4. EQUIPMENT:

4.1. Equipment shall be quoted and invoiced based on the below table:

EQUIPMENT DAILY CONSUMABLES FREIGHT
Major Set (Steam/Gas) $1,500 $250/day
HGP Tool Set $1,000 $200/day
Cl Tool Set/Minor $ 750 $150/day Cost
Generator Tool Set $1,000 $250/day +15%
Company Truck $ 250 Fuel cost +15%

4.2. Tool rental charges start when the tools are off loaded at site and apply until tools are shipped from site.

5. REIMBURSABLE EXPENSES

5.1. If included in a quote, Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions.

5.2. Expenses shall be reimbursable only to the extent that the Contractor submits sufficient documentation to the City that the expenses were directly incurred in providing the required services and are not included in a fixed cost for such services.

5.3. The following expenses shall be reimbursable by the City.

5.3.1. Travel-related expenses (mileage, lodging, meals, etc.);

5.3.2. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services
Administration (GSA).
https://www.qsa.gov/travel-resources

5.3.3. The City shall not reimburse local travel (within Santa Clara County).

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 36 ends

5.3.4. The rental of any specialized equipment to the extent the City has preapproved, in writing, the cost of such rental.

5.3.5. The cost of mailing, shipping and/or delivery of any documents or materials on behalf of the City.

5.3.6. Any other expenses expressly identified as being reimbursable.

5.3.7. Contractor shall quote and invoice mileage based on the current IRS rate.

5.4. Except as specified above, the City will reimburse these expenses at actual cost plus 15%.

6. INVOICING

6.1. Contractor shall submit an invoice to the City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

6.2. City shall pay Contractor for Additional Services in accordance with approved quotes and the rates listed in this Exhibit B-1.

6.3. Each invoice shall include the task costs for the previous month.

6.4. The City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

6.5. If the City disputes an expense in an invoice, the City may deduct the disputed expense from the payment of that invoice, provided that the City submits to the Contractor a written explanation of why the expense is being disputed.

6.6. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll using LCP Tracker or such other system as defined by City, City shall process the invoice for payment.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 37 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
EXHIBIT B-1 - NOT TO EXCEED PRICING FOR ADDITIONAL SERVICES The following are not to exceed costs for likely additional services.

Each of the following as well as any identified additional services not on the list shall be authorized using the process outlined in Section 5 of Exhibit A.

B T&M Options
Unit Rotor transported to APG Houston shop to remove
1 RO blades, if required.

Not to Exceed Pricing includes outbound and return
shipping, shop labor toremove/replace RO blades -

DOES NOT INCLUDE RO BLADES
2 Remove and replace RO blades on site (if T&M Option B1 is not required)
3 Refurbish Load Gear bearings if required.

Not to Exceed Pricinq includes shippinq
4 Refurbish #1 bearing if required
Not to Exceed Pricinq includes shippinq
5 Exhaust skin and insulation if exhaust insulation can't be reused 6 Expansion joints and weather stripping if required.
7 Shop Repair of all pumps
Not to Exceed Pricing includes shipping
Firm Fixed Work Scope includes removal,
installation, and alignment
8 Shop Repair of all motors
Not to Exceed Pricing includes shipping
Firm Fixed Work Scope includes removal,
installation, and alignment
9 Vibration Analysis at start up if required
10 Demobilization costs, if required
11 Estimated TIL work (actuals may be slightly lower based on outageschedule and time constraints)
12 On site drilling of the stage 1 and 2 shroud blocks to install locatorpins (if required)
Agreement with Allied Power Group (APG)
Rev. 07-01-18
$67,000.00
$13,200.00
$51,000.00
$10,200.00
$12,600.00
$22,000.00
$55,000.00
$55,000.00
$27,500.00
$46,500.00
$83,000.00
$27,500.00

Page 38 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP

EXHIBIT C- INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 39 ends

policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

2. Primary and non-contributing. Each insurance policy pr,ovided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. General Aggregate. The general aggregate limits shall apply separately to Contractor's work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer's equivalent (CGL);

4. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 40 ends

5. reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 41 ends

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085- S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 42 ends

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
EXHIBIT D • LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

I. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777 .5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 43 ends

requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 44 ends

such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

K. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Agreement with Allied Power Group (APG)
Rev. 07-01-18

Page 45 ends

BLUE ROUTE SHEET - CITY MANAGER REVIEW/APPROVAL REQUIRED Date
Originating Department: SVP Submitted: 8/18/21 Return To: Diana Shiles Phone Ext.: 6672 OD:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
FILL OUT SECTIONS #1-#7 {FRONT) AND #1-#4 {BACK) BEFORE ROUTING Document: A lied Power Grou Amendment No. I to an A eement for Services [NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY
Indicate signature authority:
□
□
Electric, Water and Sewer Service Agreements with a value of$ I 50,000 or less and All Other Service Agreements with a value of $100,000 or less per Ordinance 1941 (CC Action - June 16, 2015) Miscellaneous Agreements including those that allow the use of the City name; rental agreements for City-owned property; licensing or conditional use agreements; confidentiality agreements; nondisclosure agreements; and partnership, cost sharing, in-kind and service agreements with other public or private entities per Resolution 6603 (CC Action - July 13, 1999) □
□
Certificate of Acceptance for Designated Property Interests per Resolution 5600 (CC Action - May 28, 1991) Routine Police Agreements including the use of City facilities; off-duty officers; special events; hold harmless and indemnification agreements from third parties; and releases of liability per Resolution 6000 (CC Action - April 4, 1995) IZJ Other: Resolution 2 1-8962 at1ached
Cost impact: $2,000,000
Was this service budgeted for this fiscal year?
IZI Yes
D No. Ifno, please describe below how the department will fund this unbudgeted service and consult with department's assigned budget analyst to ensure that there is sufficient funding.

Not a licable
Is insurance compliant?
IZI Yes, per attached EBIX printout. (Disregard #8)
□ No, this agreement requires Risk Management review. (Complete #8) □ NIA (i.e. Hold Harmless Agreements, Grant Funding, Indemnification language in lieu of insurance, etc.) (Disregard #8) Is Notary needed?
□ Yes (Please tag Notary page)
IZI No
Department head originating agreement: ______________________________ _ [SIONA TURE]

RISK MANAGEMENT
Please describe why contract does not require EBIX approval:

Approved: ------------------------ Date:
[RISK MANAGER]
CITY ATTORNEY'S OFFICE Digitally signed by Luis M.

Luis M. Haro ~::,2021.oa.19 Approved as to form: 14:10:46 -0T00' Date:

CITY CLERK'S OFFICE
------------------------ (CITY ATTORNEY/AUTHORITY COUNSEL] Assignment Number
Reviewing Attorney's Initials:
2 Attached: _ _____ original(s) ______ copy(ies)
All.0365
CA
_L Transmit the attached original/ copy to contractor -~MG\ \\GO 1\) ~\ (A '{\{A ·fTu \\ e ft, MC\ (' s l ar l Fully executed original on file in City Clerk's Office Date Processed by Clerk's Office:
(1)

CITY MANAGER REQUIRED INFORMATION
Scope of Services: [BRIEFL y SUMMARIZE THE SCOPE OF WORK/PURPOSE OF DOCUMENT] Amendment No. 1 to the Agreement for Services with Allied Power Group is for services to overhaul and lt'epair Frame 5 engine and related equipment at the Gianera Power Plant. This Amendment it to increase ~he maximum compensation due to the need for additional services identified during the overhaul. (2) Term of Agreement: NA
--------------------------------
(3)
[START DATE AND END DATE OF THE AGREEMENT/DOCUMENT]
VENDOR SELECTION INFORMATION:

D Sole/Single Source (Please include justification memo with this form) D Selection Process for Electric, Water or Sewer Utility Agreements with a total contract value of $150,000 or less inclusive of all option and extension years.

D Selection Process for everyone else with a total contract value of $100,000 or less inclusive of all option and extension years.

D This contract requires prevailing wage compliance and registration with Department of Industrial Relations.

If this box is checked, attach proof of DIR registration.

Briefly summarize the procurement process that was used, the number of bids received, and the basis for ecommending this vendor for contract award:
(4) HISTORY:

Has the department retained the same contractor for similar services in last 5 years? D No. Ifno, no further information required.

D Yes. If yes, please complete the following section.

Term of Agreement: _N_A ______________________________ _ Contract Amount: $ NA
--------------------------------
Ebix Insurance No. S200004650
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA
AND

ALLIED POWER GROUP

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Allied Power Group, LLC, a Delaware Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The Parties previously entered into an agreement entitled Agreement for Services Between the City of Santa Clara and Allied Power Group, dated June 25, 2021 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide services to overhaul and repair Frame 5 engine and related equipment at Gianara Power Plant, and the Parties now wish to amend the Agreement to increase maximum compensation due to the need for additional services identified during the overhaul.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is amended to read as follows:

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "FEE SCHEDULE AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is four million five hundred thousand dollars ($4,500,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services.

All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

Amendment No. 1 to Agreement/*insert Contractor's name
Rev. 10/25/19

Page 1 ends

2. Exhibit B of the Agreement, entitled "Fee Schedule and Payment Provisions" shall be amended to read as shown in First Revised Exhibit B, attached and incorporated into this Amendment No. 1.

3. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Digitally signed by Luis M.

Luis M. Haro ~:;~,2021.oa1914,11,1s
-07'00'
Dated: <f / I CJ/ rz_,,J
jV"(
~~- DEANNAJ :---SANTANA
City Manager

BRIAN DOYLE
City Attorney
"CITY"
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

ALLIED POWER GROUP, LLC
A Delaware Corporation
By (Signature): · L _ _________ _
Dated: i13 2021
Name: =@i~Appolonia
Title: Chief Administrative Officer
Principal Place of 10131 Mills Road
Business Address: Houston, TX 77070
Email Address: [email protected]
Telephone: (412) 979- 4363
Fax:
"CONTRACTOR"
S:\Attorney\AGREEMENTS\Amendments\Amendment No. 1 - Form.doc Amendment No. 1 to Agreemenl/*insert Contractor's name
Rev. 10/25/2019
Page2

AGREEMENT FOR SERVICES BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA AND ALLIED POWER GROUP
FIRST REVISED EXHIBIT 8- FEE SCHEDULE AND PAYMENT PROVISIONSAMENDED AUGUST 9, 2021

1. MAXIMUM COMPENSATION

1.1. The maximum amount of compensation to be paid to Contractor under this Agreement shall not exceed four million five hundred thousand dollars ($4,500,000).

1.2. Any work or materials requested by the City that exceeds the Maximum Compensation shall require the execution of an amendment to this Agreement before the commencement of work.

2. PRICE AND PAYMENT

2.1. In the event that site conditions result in increased costs, Contractor shall follow the Work Authorization process outlined in Exhibit A - Section 8.

2.2. All pricing uses the terms and rates in this Agreement and are quoted in USO (United States Dollars) unless otherwise specified in writing.

2.3. Pricing based on scope of work in Exhibit A is as outlined below:

Item Scope Cost
A Firm-Fixed Work scope - SECTION 1
1 Frame 5 Major inspection (Firm Fixed for $1,592,800.00 the quoted scope of work)
B Additional Services:

Additional Services are subject to the provisions of Section 5 $2,907,200.00 of Exhibit A and shall not exceed unless an amendment to this aQreement is executed by the Parties.

NOT TO EXCEED MAXIMUM COMPENSATION FOR ALL $4,500,000.00

WORK INCLUDING PARTS, MATERIALS, SALES TAX,

FREIGHT, SUBCONTRACTED SERVICES, AND LABOR

3. LABOR RATES:

Amendment No. 1 to Agreement/*insert Contractor's name
Rev. 10/25/2019

Page 3 ends

City Council and Authorities ConcurrentDecember 6, 2022

City Council and Authorities Concurrent
December 6, 2022