BLUE ROUTE SHEET - CITY MANAGER REVIEW/APPROVAL REQUIRED Originating
Department (OD):
Date
_E_le_c_tr_ic ______ Submitted: 2/21/2024 Return To: Ahcomb H. Phone Ext.: 2733 ----- (1)
(2)
FILL OUT SECTIONS #1-#7 (FRONT) AND #1-#4 <BACK) BEFORE ROUTING RUSH Document: Mesa Ener S stems Inc. - Amendment No. I .
[NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY] ... /J, ~ ( Indicate signature authority: J ,!) : p ,,,-
□ Service Agreements with a total taxable value of$250,000 or less (exclusive of taxes and shipping) over a five-year period per Ordinance 2050 (CC Action - August 30, 2022) □ 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) cgJ Other: RTC 21-1419 (CC Action - December 14, 2021)
(3) Cost impact: Approximately $150,000 per year
(4) Was this service budgeted for this fiscal year?
cgJ Yes
□ 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. (5) Is insurance compliant?
cgJ Yes, per attached EBIX printout. (Disregard #8)
□ No, this agreement requires Risk Management review. (Complete #8) D N/A (i.e. Hold Harmless Agreements, Grant Funding, Indemnification language in lieu of insurance, etc.) (Disreg ard #8) (6) Is Notary needed?
(7)
□ Yes (Please tag Notary page)
cgJ No
Department head originating agreement: 1<,ev/11 M Kotnow.rkt' lot Man@t Pineda Kevin M. Kolnowskl for Manuel Pineda (Feb ti, 2024 16:28 PSTI (SIGNATURE]
(8) RISK MANAGEMENT
Please describe why contract does not require EBIX approval: __ Approved: ------ - ------------ -------- Date: [RISK MANAGER] (9) CITY ATTORNEY'S OFFICE
Approved as to form:
Dfl,IU#:&f/iuc
Danie1Botlin(Feb21 . 202416 :39 PS'l11 Date: Feb 21, 2024 GLEN R. GOOGINS, CITY ATTORNEY/AUTHORITY COUNSEL
Assignment Number: 04o v--l .;:x:5l.,~
Reviewing Attorney' s Initials : DB
(10) CITY CLERK'S OFFICE
Attached: - ~ ,2~ - --original(s) _ _ _ ___ copy(ies)
✓
✓
Transmit the attached original / copy to contractor f 11\,\l ~ e)Ot'C4"\,+.eo{ o6~i ,.-.l ~ Fully executed original on file in City Clerk's Office
Date Processed by Clerk's Office: __ 2-_ /_z.J __ /~ 2.~lf..,.__ __ q_~_ Page I of2
21-1419
REPORT TO COUNCIL
SUBJECT
City of Santa Clara
Agenda Report
1500 Warburt on Avenue
Santa Clara , CA 95050
santac laraca.gov
@SantaClaraCity
Agenda Date: 12/14/2021
Action on an Agreement for Services with Mesa Energy Systems, Inc. for As-Needed Heating , Ventilation, Air Conditioner and Chiller Inspection , Maintenance , and Repair Services
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The City of Santa Clara's Electric Utility, Silicon Valley Power (SVP), operates three gas fired power generation facilities within the city limits. The main facility, the Donald Von Raesfeld Power Plant (DVR), is a 2x1 combined cycle power plant rated at 147 Megawatts of electrical power. The City of Santa Clara Cogeneration Plant is a cogeneration facility that utilizes two gas turbines for power generation. Additionally, the waste heat is collected to generate steam for supply to a paper mill.
This facility is rated at 7 Megawatts. The Gianera Generating Station, the City's peaking generation facility , is rated at 49.5 Megawatts of electrical power.
These power plants have control buildings with electronic control equipment that utilize heating , ventilation and air conditioner (HVAC) systems to operate properly. Consequently, SVP requires routine servicing of the HVAC systems to ensure that the buildings and the equipment housed in the buildings stay cool enough to function properly.
The DVR plant also uses centrifugal chillers to cool the inlet air to maximize the megawatt output of its gas turbines. These chillers are critical equipment in the power plants and require routine inspection, maintenance, and repair services.
SVP requires a qualified contractor to provide HVAC and chiller inspection, maintenance , and repair services to support the uninterrupted generation provided by the in-city power plants. In addition to the power plants , HVAC services may be required at other SVP locations such as remote facilities , or server rooms associated with critical infrastructure.
DISCUSSION
Pursuant to City Code Section 2.105.330 , a formal qualifications -based Request for Proposals/Statement of Qualifications (SOQ) process was conducted for this procurement, with the award recommendation based on "best value." The factors considered in the award were experience and qualifications of the firm, and approach to safety.
In June 2021, the City issued the SOQ for as-needed heating, ventilation , air conditioner (HVA C) and chiller inspection , repair, and maintenance services, using the City's e-procurement system. A total of 45 companies viewed the SOQ, and the City received proposals from three companies:
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21-1419 Agenda Date: 12/14/2021
• A&B Mechanical Inc. (Livermore, CA)
• Mesa Energy Systems, Inc. (San Leandro, CA)
• United Mechanical Inc. (San Jose, CA)
The written proposals were evaluated and scored against the criteria and weights published in the SOQ by a three-member evaluation team consisting of staff from SVP. The proposals were evaluated on proposer qualifications and experience; qualifications of proposed individual staff; and approach to performing the required HVAC and chiller inspection, maintenance, and repair services.
Staff recommends award of a contract to Mesa Energy Systems, Inc. (Mesa) as the most . advantageous and best value proposal based upon the final evaluation ranking. Mesa's proposal met or exceeded all the SQQ specifications.
The proposed Agreement includes provisions of all labor, materials, equipment, and technical expertise needed to provide the required services including, but not limited to, HVAC and chiller inspection and maintenance services; as-needed HVAC and chiller repair services; and installation and commissioning of new HVAC units.
The initial five-year term of the agreement shall end on or about December 15, 2026. The proposed Agreement includes up to five one-year options to renew. Staff requests approval for the City Manager to execute the proposed Agreement in an amount not to exceed $750,000 during the initial term. Staff also requests approval for the City Manager to execute five one-year options to renew the proposed Agreement after the initial term, at the discretion of the City.
Mesa's hourly rates shall be fixed for the first two years of the proposed Agreement term, and annual costs are not expected to exceed $750,000 during the initial term. Exercise of the option terms after the initial five-year term shall be based on renewal quotes from Mesa. Any requests for compensation increases must be justified by the company and are subject to approval by the City and the annual appropriations of funds.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a "project" within the meaning of the California Environmental Quality Act ("CEQA") pursuant to CEQA Guidelines section 15378 (b)(2) in that the proposed actions are agreements for the purchase of products and services that are continuing maintenance and administrative activities.
FISCAL IMPACT
The total cost of the proposed Agreement with Mesa is not anticipated to exceed $750,000 over the five-year initial term.
Sufficient funds are available in the FY 2021/22 Operating Budget in the Electric Utility Operating Fund Contractual Services account based on the facility or assei requiring service. Budget for future years will be included in recommended budgets.
COORDINATION
This report has been coordinated with the Finance Department and City Attorney's Office.
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21-1419 Agenda Date: 12/14/2021
PUBLIC CONT ACT
Public contact was made by posting the Council agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email [email protected] <mailto :clerk@santaclaraca .gov> or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Authorize the City Manager to execute the proposed Agreement for Services with Mesa Energy Systems , Inc. for as-needed heating, ventilation , air conditioner and chiller inspection , maintenance, and repair services, in an amount not-to-exceed $750,000 during the initial five-year term, ending December 2026, subject to the annual appropriation of funds;
2. Authorize the City Manager to make minor changes to the proposed Agreement for Services subject to approval by the City Attorney as to form;
3. Authorize the City Manager to execute up to five one-year options to extend the term of the proposed Agreement for Services after the initial term, ending December 2031 , assuming all options are exercised , and subject to the annual appropriation of funds; and
4. Authorize the City Manager to take actions to add or delete services consistent with the scope of the proposed Agreement for Services and allow future rate adjustments subject to request and justification by contractor, approval by the City, and the appropriation of funds.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager
ATTACHMENTS
1. Proposed Agreement for Services
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J..1.~ Insured
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I ----- - ---- ----·
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Name:
Account Number:
Address:
Status:
Insured
Mesa Energy Systems Inc J!..
S200004843
14450 Doolittle Drive, San
Leandro , CA, 94577
Currently in Compliance.
[ OBA Name ] [ Insured History ] [ Print Insured Info ] .....
........ -·----,---·-•------ ...... ··-------___ ,. ......... ~. ·---------~- ·--- ......................... ~-~---·----··. -··-·-·-··• ----··---•..---·-· -·-- -----~- !
J Account Inform ation
Account Number: S200004843
Risk Type: Exhibit C2 - Svc
Contract>$50 ,000-
Limited Exposure
Do Not Call: Address Updated:
Address Informati on
Mailing Address Physical Address
Insured: Mesa Energy
Systems Inc
Address 1: 14450 Doolittle
Drive
Address 2:
City: San Leandro
State: CA
-- --·-·· .
Zip: 94577
- . --- . .- "
Countrv:
Contract Information
1 Contract Number:
Contract Start Date: Contract End Date:
1 Contract Effective Date: Contract Expiration Oat
Description of Services: Safety Form II:
Contact Information
Contact Name: Misc:
Phone Number: Alt Phone Number:
Fax Number:
E-Mail Address:
Approval Date:
Rush: Yes
Contract on File: No
Certificate Received: No
Indemnification Agreement: No
Tax Id:
L This Account created by c65 on 10/1~/20~ - _ 7
I
Ebix Insurance No. *S200004843
AMENDMENT NO. 1
TO THE AGREEMENT FOR SERVICES
BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA,
AND MESA ENERGY SYSTEMS, INC.
PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Mesa Energy Systems, Inc., a California corporation with its primary business address located at 14450 Doolittle Drive, San Leandro, CA 94577 ("Contractor"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. The Parties previously entered into an agreement entitled in part "Agreement for Services Between The City of Santa Clara, California and Mesa Energy Systems Inc., dated on or about December 15, 2021 (Agreement) for the purpose of having Contractor provide as-needed heating, ventilation, and air conditioner (HVAC), and chiller systems inspection, repair, and maintenance services.
B. The Parties entered into the Agreement and the Parties now wish to amend the Agreement to update Scope of Services and Fee Schedule.
NOW, THEREFORE, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
1. Section 1 of the Agreement as Amended, entitled "AGREEMENT DOCUMENTS" is amended to read as follows:
"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 - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Sample Work Authorization Form
Exhibit E - 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, 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.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 1 of 43
2. Section 2 of the Agreement as Amended, entitled "TERM OF AGREEMENT" is amended to read as follows:
"A Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on December 15, 2021 and terminate on December 31, 2026 ("Initial Term").
B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional years through December 31, 2031 ("Option Periods") in such increments as determined by City.
Such extensions of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as "Term"."
3. Exhibit A - Scope of Services is hereby deleted in its entirety and replaced with the attached "Exhibit A - Scope of Services - Effective February 1, 2024", which is hereby incorporated into the Agreement.
4. Exhibit B - Schedule of Fees and Payment Provisions is hereby deleted in its entirety and replaced with the attached "Exhibit B Schedule of Fees and Payment Provisions - Effective February 1, 2024", which is hereby incorporated into the Agreement.
5. Exhibit D - Notice of Exercise of Option to Extend Agreement Form is deleted and replaced with the attached Exhibit D - Sample Work Authorization Form", which is hereby incorporated into the Agreement.
6. 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. [SIGNATURES ON FOLLOWING PAGE]
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 2 of 43
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:
Dfl!U#'.S~
Daniel Ballin (Feb 21, 202416 :39 PST)
GLEN R. GOOGINS
City Attorney
"CITY"
• Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
*MESA ENERGY SYSTEMS INC.
A California Corporation
Dated: 2-16-2024
By (Signature): Jk.,j i ~
Name: Mark Collins
Title: VP/GM
Principal Place of
Business Address: 14450 Doolittle Drive, San Leandro, CA 94577 Email Address: [email protected]
Telephone: (510)670-1690
"CONTRACTOR"
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 3 of 43
TABLE OF CONTENTS
EXHIBIT A
SCOPE OF SERVICES
EFFECTIVE FEBRUARY 1, 2024
SECTION 1. GENERAL ............................................................................................. 2 SECTION 2. SERVICES TO BE PERFORMED ........................................................ 3 SECTION 3. SPECIFIC REQUIREMENTS ................................................................ 4 SECTION 4. REPORTS ............................................................................................. 5 SECTION 5. COMPLETION OF SERVICES ............................................................. 6 SECTION 6. HOURS AND DAYS OF SERVICE ....................................................... 6 SECTION 7. SCHEDULING AND PLANNING ........................................................... 6 SECTION 8. WORK AUTHORIZATION PROCESS .................................................. 7 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 11 SECTION 10. WORKMANSHIP ................................................................................. 12 SECTION 11. PERMITS AND LICENSES ................................................................. 12 SECTION 12. WARRANTY ....................................................................................... 12 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 13 SECTION 14. WORK AREA ...................................................................................... 13 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 13 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 14 SECTION 17. SAFETY .............................................................................................. 14 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 15 SECTION 19. CONTRACTOR PERSONNEL ............................................................ 15 SECTION 20. E-BUILDER ......................................................................................... 17 SECTION 21. SHIPPING AND FREIGHT .................................................................. 19 Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 4 of 43
SECTION 1. GENERAL
1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide as-needed heating, ventilation and air conditioner (HVAC), and chiller systems inspection, repair, replacement and maintenance services, in support of Silicon Valley Power (SVP).
1.2 Contractor shall perform the services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations must be approved in writing by SVP. Contractor shall be responsible for verifying that their inspection and maintenance processes meet the most current minimum requirements for the OEM's equipment.
1.3 The Contractor shall possess all licenses and/or certifications necessary to perform the services described in this Exhibit A. Contractor shall also secure all permits necessary (including payment of any charges and fees) to perform the required services.
1.4 Service Locations:
1 .4.1 Contractor shall provide the required Services at the following locations.
1.4.1.1 Donald Von Raesfeld Power Plant (DVR), 850 Duane Ave. Santa Clara, CA 95054 (equipment listed in Appendix A-1);
1.4.1.2 Fuel Gas Compressor Building, 2977 Lafayette St, Santa Clara, CA 95054 (equipment listed in Appendix A-1);
1 .4.1.3 Gianera Generating Station, 2339 Gianera St. Santa Clara, CA 95054; (equipment listed in Appendix A-1);
1.4.1.4 Cogeneration Plant, 524 Robert Ave, Santa Clara, CA 95050 (equipment listed in Appendix A-1 );
1 .4.1.5 All substations owned and operated by Silicon Valley power (equipment listed in Appendix A-2);
1.4.1.6 SVP administrative offices, 881 Martin Avenue, Santa Clara, CA 95050; and
1.4.1.7 SVP Corp Yard, 1705 Martin Avenue, Santa Clara, CA 95050. 1 .4.1.8 City's facilities in Glenn and Tehama County.
1.4.1.9 Other locations as may be requested by the City and authorized pursuant to Section 8 (Work Authorization Process)
1.4.2 Where required by location, Contractor shall sign-in, obtain safe work permit, Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 5 of 43
and notify the DVR control room staff prior to commencing work and inspections.
1.5 SVP may participate in or observe any inspection.
SECTION 2. SERVICES TO BE PERFORMED
2.1 HVAC and chiller systems inspection and maintenance services.
2.1.1 Contractor shall perform the following Services:
2.1.1.1 Quarterly and annual heat pump inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-1:
2.1.1.2 Quarterly and annual Air Handling Units (AHU) inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-2.
2.1.1.3 Quarterly and annual air conditioner inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-3.
2.1.1.4 Quarterly and annual packaged air conditioning systems - gas/electric inspection and maintenance including, at a minimum, the tasks listed in Exhibit A-4.
2.1.1.5 Quarterly and annual packaged split system air cooled condensing unit inspection and maintenance including, at a minimum, the tasks listed in Exhibit A-5.
2.1.1.6 Quarterly and annual chiller systems inspection and maintenance services including, at a minimum, the tasks listed in Exhibit A-6.
2.2 Additional Services. Contractor shall perform additional support services, as needed. All additional services shall be quoted and authorized pursuant to Section 8 (Work Authorization Process). Additional services may include, but shall not be limited to:
2.2.1 Repair or replacement of HVAC systems and chiller systems including components, associated ducting, associated piping, and control equipment:
2.2.1.1 Unless otherwise approved by City, Contractor shall repair or replace HVAC systems with equivalent systems.
2.2.1.2 Contractor shall get approval from SVP prior to changing the type of HVAC system or components prior to repair or replacement.
2.2.2 Repairs of issues such as those identified during routine maintenance visits, service callouts, and emergency call-outs.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 6 of 43
2.2.3 Replacement of electrical components supporting HVAC and chiller systems.
2.2.4 Supply of all types of HVAC and chiller systems products and materials.
2.2.5 Removal and installation of steam turbine insulation blankets.
2.2.6 Removal of replaced HVAC systems.
2.2.7 Installation and commissioning of new HVAC units.
2.2.8 Upgrade of chiller systems control units.
2.2.9 Other miscellaneous HVAC or chiller systems work.
2.2.10 Services performed at sites or on equipment not listed in Appendix A-1 or Appendix A-2
2.2.11 Emergency services.
SECTION 3. SPECIFIC REQUIREMENTS
3.1 The following are included in Services provided by Contractor
3.1.1 Filter Service Type: Minimum Efficiency Reporting Value (Merv) 13 Pleated Filters
3.1.2 Maintain, follow, and assist SVP in complying with SVP's refrigerant management program.
3.1.3 Wireless Dispatching and Documentation
3.2 Contractor shall be responsible for providing the following, as required for the Services:
3.2.1 Supervision and administrative support
3.2.2 Program and project management services
3.2.3 Subcontractor management
3.2.4 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)
3.2.5 Expedited procurement and transportation of materials, parts, and equipment when requested by the City.
SECTION 4. REPORTS
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 7 of 43
4.1 Service Reports
4.1.1 Within 7 days after completion of any Service, Contractor shall submit a written report to the City which shall include:
4.1.1.1 Type of service such as preventative maintenance, inspection, repair.
4.1.1.2 Existing condition of individual unit and recommendations.
4.1.1.3 Recording of any abnormal conditions, measurements taken, with description of noted issues/deficiencies (including photos) and suggested corrective action.
4.1.1 .4 Review of SVP logs with SVP for operational problems, trends and compare to design conditions.
4.1.1.5 Description of service/ repairs/ work completed by Contractor, written operating log, and any deficiencies detected with recommendations for resolution.
4.1.1.6 Update on any spare parts and materials inventory with recommendations for additional inventory.
4.1.1.7 Additional information requested by City.
4.2 Contractor shall keep records of all refrigerant removals and additions pursuant to State of California regulations and available to SVP within one business day of request.
4.3 Status Reports
4.3.1 For all quarterly and annual services and when requested by City as part of a specific Work Authorization (as defined in Section 8), Contractor shall provide regular cost, schedule, and status updates on services performed during the term of the agreement.
4.3.2 Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of SVP.
4.4 Contractor shall provide all reports in electronic format and in hard copy if requested by the City.
SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner so as to ensure the site, equipment, and/or system is operational as soon as possible and as provided in the applicable Work Authorization / Purchase Order I Emergency Work Order.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 8 of 43
SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services during regular business hours which is between 6:00 AM - 4:00 PM PST/PDT, Monday through Friday. City will, at its discretion, allow access during non-business hours when required.
SECTION 7. SCHEDULING AND PLANNING
7.1 Contractor and City shall mutually agree to scheduling for required HVAC and chiller systems services associated with performance of preventative maintenance.
When requested by City, Contractor shall be able to plan, staff and execute scheduled maintenance and inspections with thirty (30) days advance notice.
7.2 Contractor must respond by email or telephone no later than four (4) hours during regular business hours or twenty-four (24) hours if outside regular business hours from the City's notification that an emergency condition exists. Contractor shall have personnel and equipment onsite within forty-eight (48) hours of such notification for troubleshooting.
7.3 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or working alternative shifts including night shifts.
7.4 All services shall be completed in a timely, efficient manner so as to ensure the power plant equipment is operational as soon as possible. 7 .5 With the exception of emergency services, Contractor shall perform the required services between 6:00 AM - 4:00 PM, Monday through Friday.
7.6 Priority Service: Contractor will provide priority service to SVP. Any service request generated by SVP will be placed in high priority status based on type of call and day/time of request.
SECTION 8. WORK AUTHORIZATION PROCESS
8.1 Project Quotes and Authorization of Work (Non-Emergency)
8.1.1 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.
8.1.2 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
8.1.2.1 A work plan that includes a detailed description by task of the services to be performed.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 9 of 43
8.1.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
8.1.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.
8.1.2.4 Any required drawings or documents.
8.1.2.5 A list of City responsibilities.
8.1.2.6 A final acceptance criteria
8.1.2.7 An itemized cost proposal showing:
8.1.2.7.1 8.1.2.7.2
8.1.2.7.3 8.1.2.7.4
8.1.2.7.5 8.1.2.7.6
8.1.2.7.7 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if applicable.
Indicate labor subject to prevailing wage requirements.
Itemized list of materials/parts with cost for each line item.
Rental and/or specialty equipment
Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.
Any additional costs including, but not limited to freight, permits, fees
Breakdown of materials and labor sufficient to calculate sales tax
Estimated total cost including sales tax
8.1.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.
8.1.2.9 Cost for any additional equipment, parts, or services required for completion of services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no cost to the City.
8.1.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.
8.1.2.11 Provided that Contractor's original Proposal includes all items listed in Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 10 of 43
Section 8.1.2, the City and Contractor may negotiate whether the cost for Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (e.g. time-and-materials) for completion of the services.
8.1.2.12 Contractor must submit a revised Proposal to the City based upon such negotiations. If a fixed fee or lump sum is authorized, a payment schedule shall be included. The final proposal shall include a clear breakdown of materials and labor indicating taxable and non-taxable items and an estimate of sales tax.
8.1.3 Work Authorization:
8.1.3.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum compensation in Section 6 of the Agreement, (when combined with all previously authorized Services), the City may authorize the proposed services as set forth in this Section.
8.1.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit D. Each Work Authorization shall describe the proposed services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the proposed service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.
8.1.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization. Upon execution by the Parties, the Work Authorization shall become an Approved Work Authorization.
8.1.3.4 Each Approved Work Authorization shall have a purchase order attached to it. A Purchase Order ("Purchase Order'') is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves and final approval for each Approved Work Authorization.
8.1.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing Services and the Purchase Order will serve as the Approved Work Authorization.
8.1.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase Orders are issued by the Finance Department.
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8.1.3.7 Except in the case of emergency which shall confirm to the conditions of Section 8.2 or where the circumstances in Section 8.1 .4.4 apply, Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has executed the Work Authorization for such additional services where applicable ("Approved Work Authorization") and issued a Purchase Order.
8.1.3.8 If Contractor begins the Services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.
8.1.3.9 An Approved Work Authorization must be consistent with- and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in an Approved Work Authorization - even if the Approved Work Authorization expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Authorization are invalid and unenforceable.
8.1.3.1 O The City (through the individuals listed in section 8.1.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate an Approved Work Order, Purchase Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.
8.1.4 Changes to Work Authorization:
8.1.4.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in an Approved Work Authorization or Purchase Order. Contractor shall provide the reason for the change specific to each Approved Work Authorization or Purchase Order.
8.1.4.2 If Contractor requires changes to a fixed price Work Authorization, Contractor shall only be permitted to request changes with justification such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.
8.1.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed total of the Approved Work Authorization or changes Amendment No. 1 to Mesa Energy Systems Inc.,
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to line items in an Approved Work Authorization or in the Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional required services. The City will issue a new or amended Work Authorization (if required pursuant to Section 8.1.3) or Purchase Order (as applicable) to authorize such additional services. Each changed Work Authorization and Purchase Order shall amend the Services and be incorporated into the Services by reference.
8.1 .4.4 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. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.
8.2 Emergency Work Orders
8.2.1 An emergency work order (Emergency Work Order) should be utilized only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.
8.2.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.
8.2.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after starting Services. The Proposal shall be detailed in accordance with this Section 8 and shall also include any completed Services.
The City will issue a Work Authorization (if required pursuant to Section 8.1.3) and a Purchase Order as soon as reasonably practicable.
8.3 Each Approved Work Authorization and Purchase Order including those authorizations issued pursuant to Section 8.2 and 8.1 .4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.
8.4 Proposals, pricing, and quotes are not confidential and will not be treated as Amendment No. 1 to Mesa Energy Systems Inc.,
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confidential even if marked confidential when submitted.
8.5 Except in the situations described in Section 8.1 .4.4 and Section 8.2, Contractor shall not initiate services before a Work Authorization has been executed and/or Purchase Order has been issued.
SECTION 9. APPLICABLE LAWS AND REGULATIONS
9.1 Contractor shall be informed of and comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety.
9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.
SECTION 10. WORKMANSHIP
10.1 Contractor shall perform all Services in a professional manner and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.
10.2 All parts and/or components replaced or newly installed in the system shall be OEM, factory new, and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.
10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.
10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective work, the Contractor must correct the Services at no additional cost to the City.
SECTION 11. PERMITS AND LICENSES
11.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.
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11.2 Contractor is responsible for obtaining an 811-dig permit for any remedial services that require digging.
SECTION 12. WARRANTY
12.1 Services. For each Approved Work Authorization, Purchase Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of 90 days from the date of completion of Services set forth therein. Warranty-related work shall be at no additional cost to the City.
12.2 Parts. With respect to any parts or other items furnished by Contractor to perform the necessary Services, Contractor shall extend the manufacturer's warranty. Parts manufactured by Contractor or others shall be warranted for a period commensurate with the original manufacturer's warranty to ensure that the City receives a warranty period that is at least as long as the original manufacturer's warranty.
12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.
SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.
SECTION 14. WORK AREA
14.1 Contractor shall ensure that the work area, where Services or other related work are being performed, is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.
14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.
14.3 Contractor must provide work and traffic signage as required to warn pedestrians Amendment No. 1 to Mesa Energy Systems Inc.,
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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, electronic signs, barricades, caution tape, temporary paving, or steel plates.
14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to SVP's operations and others who may be impacted by Contractor's Services.
SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS
15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.
15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.
15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.
15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.
15.5 City will not be responsible for the loss of tools, equipment, or materials.
SECTION 16. DISPOSAL OF WASTE & SCRAPS
16.1 Except as specified in Section 16.3, Contractor will handle all waste, including hazardous waste, generated or encountered in the performance of Services in accordance with all applicable local, State, and federal regulations and laws.
Contractor shall secure all waste, including hazardous waste, generated by Services in a manner that will safely and legally permit City to transfer to City's contractor for disposal. Contractor shall not dispose of or transport any waste including hazardous waste on or near City premises or facilities if that waste was not generated by or encountered in the performance of the Services.
16.2 Contractor shall notify City in advance of any hazardous material (including, asbestos) anticipated to be generated by or encountered in the performance of Services. In the event hazardous material (including asbestos) is generated or encountered that is not anticipated, Contractor shall notify the City as soon as possible that such waste has been or will be generated or encountered.
16.3 City is responsible for any mitigation or disposal of any material containing Amendment No. 1 to Mesa Energy Systems Inc.,
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asbestos.
16.4 Contractor shall provide the City with a written report of all disposal of non hazardous waste within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
16.5 Where applicable, Contractor shall recycle all material scraps, and credit the value to the City.
SECTION 17. SAFETY
17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.
17.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. At City's request, a copy of the Contractor's IIPP shall be submitted to the City and be made available on-site.
17.3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.
17.4 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).
17.5 Contractor's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required.
Any required PPE and FR clothing shall be provided at the expense of Contractor.
17.6 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 19) and Contractor employees.
SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance Services. Contractor shall investigate the reported Amendment No. 1 to Mesa Energy Systems Inc.,
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injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.
SECTION 19. CONTRACTOR PERSONNEL
19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with SVP staff.
19.2 Staffing
19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.
19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.
19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.
19.3 Employee Training
19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.
19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.
19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.
19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of Services.
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19.3.5 Al the City's request, Contractor shall submit copies of training records for its employees.
19.4 Standards of Conduct
19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:
19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.
19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.
19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.
19.4.1.4 Possess any firearms, narcotics, drugs, intoxicants, or other restricted materials while on the premises.
19.4.1.5 In the event a Contractor employee fails to meet the above standards of conduct, Contractor shall immediately remove that employee and provide a replacement.
19.4.2 Any personnel or subcontractor, if any, of Contractor who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, or a threat to the safety of persons or property, shall be promptly removed from the performance of the Services by Contractor.
19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.
SECTION 20. E-BUILDER
20.1 When required by City, Contractor shall use utilize e-Builder for submission of data and documents throughout the term of this agreement.
20.2 e-Builder is a web-based construction management application hosted by e Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.
20.3 The City will establish the Contractor's access to e-Builder by providing licenses to Amendment No. 1 to Mesa Energy Systems Inc.,
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Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to thee Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.
20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.
20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.
20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.
20.7 Contractor is responsible for managing, tracking, and documenting the work to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.
20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.
20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in e Builder. The Contractor shall utilize the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:
20.9.1. 1 Correspondence
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20.9.1.2 Meeting Minutes
20.9.1.3 Submittals and Shop Drawings
20.9.1.4 Product Data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample.
20.9.1.5 Requests for Information (RFl's)
20.9.1.6 Submittals and Shop Drawings
20.9.1.7 Change Order requests and documentation, including record copies of change orders, proposals, and modifications.
20.9.1.8 Pay Applications
20.9.1.9 "Official" correspondence (such as letters) including informal correspondence, such as email.
20.9.1.10 Pre-Task Plans (PTPs)
20.9.1.11 Daily Construction Reports and other Daily Reports including Contractor Quality Control (CQC) Reports
20.9.1.12 All official reports, such as Commissioning reports
20.9.1.13 Notices and Claims
20.9.1.14 Operations and Maintenance Manuals
20.9.1.15 All Close-out documents, and
20.9.1.16 All testing results
20.1 0Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on thee-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.
20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to utilize the new project management tool selected by the City.
SECTION 21. SHIPPING AND FREIGHT
21.1 Contractor shall be responsible for shipment and delivery of all required products Amendment No. 1 to Mesa Energy Systems Inc.,
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and materials to City. Contractor will pay all fright charges. All products and materials shall be entirely at Contractor's risk from the time they are placed in possession of the carrier for shipment to/from City until final acceptance by the City. Contractor shall ensure that the products and materials are insured against "all risks" from the time the products and materials are placed in the possession of the carrier for shipment to/from City. Contractor will pack and ship all equipment in accordance with good commercial practices.
21.2 Contractor shall notify City at least sixty (60) minutes prior to arrival of any deliveries to City. City will provide a contact name and phone number to the Contractor. The shipping location will be identified on each Work Authorization or Purchase Order.
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EXHIBIT A-1
HEAT PUMP INSPECTION AND MAINTENANCE
SECTION 1. QUARTERLY SERVICES
1.1 Check with appropriate SVP representative for operational deficiencies.
1.2 Check system pressures and temperatures.
1.3 Check compressor oil level(s) where applicable
1.4 Inspect starter.
1.5 Check crankcase heater.
1.6 Visually inspect for refrigerant and oil leaks.
1. 7 Check condition of condenser coils.
1.8 Check operation of reversing valve.
1.9 Check condenser fan blades and motors.
1.1 O Check for proper condenser fan rotation.
1.11 Check condition of evaporator coils.
1.12 Check belt(s).
1.13 Check filter(s).
1.14 Check for proper fan operation.
1.15 Check for unusual noise and vibration.
1.16 Check overall condition of unit.
1.17 Clean area around equipment.
1.18 Complete any required maintenance checklists, report observations to appropriate SVP representative.
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SECTION 2. ANNUAL SERVICES
2.1 All of the tasks listed in Section 1 of this Exhibit A-1 as well as the following additional tasks.
2.2 Clean condensate drain (if accessible).
2.3 Check refrigerant charge.
2.4 Check backup heat.
2.5 Check defrost controls.
2.6 Check for unusual noise and vibration.
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EXHIBIT A-2
AIR HANDLING UNITS (AHU) INSPECTION AND MAINTENANCE SERVICES SECTION 1. QUARTERLY SERVICES
1.1 Check with appropriate SVP representative for operational deficiencies.
1.2 Check belt(s).
1.3 Check coil conditions.
1.4 Check condensate pan and drain (if accessible).
1.5 Check filter condition.
1.6 Visually inspect damper(s).
1 . 7 Check for proper fan operation.
1.8 Check for unusual noises, vibration and wear.
1.9 Check overall condition of unit.
1.1 O Clean area around equipment.
1.11 Complete any required maintenance checklists, report observations to appropriate SVP representative.
SECTION 2. ANNUAL SERVICES
2.1 All of the tasks listed in Section 1 of this Exhibit A-2 as well as the following tasks:
2.2 Check starter/contactor.
2.3 Check and tighten electrical connections.
2.4 Check and clean condensate pan and drain (if accessible).
2.5 Check safety control set points.
2.6 Check damper operation and lubricate as required.
2.7 Check valve(s).
2.8 Check and lubricate fan and motor bearings.
2.9 Check condition of blower assembly.
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EXHIBIT A-3
AIR CONDITIONER INSPECTION AND MAINTENANCE SERVICES
SECTION 1. QUARTERLY SERVICES
1.1 Check with appropriate SVP representative for operational deficiencies.
1.2 Check system pressures and temperatures.
1.3 Check compressor oil level(s) where applicable
1.4 Inspect starter.
1.5 Check crankcase heater.
1.6 Visually inspect for refrigerant and oil leaks.
1.7 Check condition of condenser coils.
1.8 Check operation of reversing valve.
1.9 Check condenser fan blades and motors.
1.1 O Check for proper condenser fan rotation.
1.11 Check condition of evaporator coils.
1.12 Check belt(s).
1.13 Check filter(s).
1.14 Check for proper fan operation.
1.15 Check for unusual noise and vibration.
1.16 Check overall condition of unit.
1.17 Clean area around equipment.
1.18 Complete any required maintenance checklists, report observations to appropriate SVP representative.
SECTION 2. ANNUAL SERVICES
2.1 All of the tasks listed in Section 1 of this Exhibit A-3 as well as the following additional tasks.
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2.2 Clean condensate drain (if accessible).
2.3 Check refrigerant charge.
2.4 Check backup heat.
2.5 Check defrost controls.
2.6 Check for unusual noise and vibration.
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EXHIBIT A-4
PACKAGED AIR CONDITIONING SYSTEMS
SECTION 1. QUARTERLY SERVICES
1.1 Lubricate fan bearings pursuant to manufacturer's recommendation.
1.2 Lubricate motor bearings per manufacturer's recommendation.
1.3 Check coils for visible signs of leaks.
1.4 Lubricate and adjust dampers and linkages.
1.5 Check and clean drain pan and clear condensate drain lines.
1.6 Check motor operating conditions.
1. 7 Inspect electrical connections, contactors, and relays.
1.8 Inspect all temperature, safety, and operational controls.
1.9 Start compressor. Check operating conditions and report any abnormalities.
1.1 O Secure unit panels.
1.11 Check for gas leaks.
1.12 Inspect pilot and clean pilot orifice.
1.13 Inspect flame condition.
1.14 Replace belts as needed.
1.15 Inspect filters and change quarterly.
SECTION 2. ANNUAL SERVICES
2.1 All of the tasks listed in Section 1 of this Exhibit A-4 as well as the following additional tasks.
2.2 Clean condenser coils.
2.3 Inspect and clean flame sensor.
2.4 Inspect Hot Surface Igniter.
2.5 Verify operation of all safety limit and operating controls.
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EXHIBIT A-5
SPLIT SYSTEM • AIR COOLED CONDENSING UNITS
SECTION 1. QUARTERLY SERVICES
1.1 Review manufacturer's recommendation for start-up.
1.2 Energize crankcase heater per manufacturer's recommendation for warm-up.
1.3 Visually inspect for leaks.
1 .4 Inspect electrical connections, contactors, relays, and operating/safety controls.
1.5 Check vibration eliminators.
1.6 Check compressor oil level.
1. 7 Check and test all operating and safety controls.
1.8 Check operating conditions. Report any abnormalities.
SECTION 2. ANNUAL SERVICES
2.1 All of the tasks listed in Section 1 of this Exhibit A-5 as well as the following additional tasks.
2.2 Clean condenser coils
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EXHIBIT A-6
CHILLER SYSTEMS
SECTION 1. QUARTERLY SERVICES
1.1 General Assembly
1.1.1 Check and record refrigerant.
1.1.2 Inspect for leaks and report leak results.
1.1.3 Check vanes for free and smooth operation.
1.1.4 Check mechanical linkages for wear.
1.1.5 Check the condition of insulation.
1.2 Controls and Safeties
1.2.1 Verify all settings in the control panel.
1.2.2 Inspect the control panel for cleanliness.
1.2.3 Inspect wiring and connections for lightness and signs for overheating and discoloration.
1.2.4 Report wiring and connection issues.
1.2.5 Verify the operation of the vane control system.
1.2.6 Verify the working condition of all indicator alarm lights and LED I LCD displays.
1.2.7 Verify the operation of the oil sump temperature control device.
1.3 Lubrication System
1.3.1 Measure and record the oil pump voltage and amperage.
1.3.2 Verify the operation of the oil heater. Measure amps and compare readings with the watt rating of the heater. Record heater set points.
1.3.3 Verify the oil level.
1.3.4 Check seal pressure.
1 .4 Additional tasks
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1.4.1.1 Record and report abnormal conditions, measurements taken, etc. 1 .4.1.2 Check general operation of unit.
1 .4.1.3 Log operating temperatures, pressure voltages and amperages. 1 .4.1.4 Check the operation of the control circuit.
1 .4.1.5 Check the operation of the lubrication system. 1 .4.1.6 Check the operation of the motor and starter.
1.4.1.7 Review logs with SVP for operational problems, trends and compare to design conditions.
1 .4.1.8 Provide an electronic report of completed work, written operating log, and indicate any deficiencies detected.
1.4.1.9 Review operating procedures with SVP staff.
SECTION 2. ANNUAL SERVICES
2.1 All of the tasks listed in Section 1 of this Exhibit A-6 as well as the following additional tasks.
2.2 Brush clean condenser tubes and replace gasket.
2.3 Controls and Safeties
2.3.1 Verify the high condenser pressure safety device is operating/set correctly. Calibrate if applicable and record selling.
2.3.2 Verify the low evaporator temperature safety device. Calibrate if applicable and record setting.
2.3.3 Verify the low oil pressure safety device. Calibrate if applicable and record setting.
2.3.4 Verify the high motor temperature safety device. Calibrate if applicable and record.
2.3.5 Verify the operation of chilled water pump and condenser water pump starter auxiliary contacts.
2.3.6 Clean contacts as needed.
2.4 Lubrication System
2.4.1 Pull oil sample for spectroscopic analysis. Make recommendations to Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 31 of 43
SVP based on the results of the test.
2.4.2 Change the oil filter.
2.5 Motor and Starter
2.5.1 Clean the starter and cabinet.
2.5.2 Inspect wiring and connections for tightness and signs of overheating and discoloration.
2.5.3 Report issues with wiring and connections.
2.5.4 Check condition of the contacts for wear and pitting.
2.5.5 Clean contacts as needed.
2.5.6 Check contactors and mechanical linkages for free and smooth operation.
2.5.7 Check tightness of the motor terminal connections.
2.5.8 Megger the motor and record reading.
2.5.9 Verify the operation of the electrical interlocks.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 32 of 43
APPENDIX A-1 - POWER PLANT HVAC AND CHILLER EQUIPMENT
LOCATION ~
1 DVR 1,170 ton York Centrifugal Chillers,
Ancillarv Devices, and Controls
2 DVR Control Building Heat Pumps, Air Handlers, Ducting and Controls
DVR Future Control Heat Pumps, Air Handlers, Ducting
3 Buildino and Controls
4 DVR Reverse Osmosis Heat Pumps, Air Handlers, Ducting (RO) and Controls
Trailer
5 DVR Auxiliary Power Heat Pumps, Air Handlers, Ducting Enclosure (APE) and Controls
DVR Continuous Wall mounted air conditioners
6 Emissions
Monitoring System
(CEMS)
7 DVR Chemistry Lab Heat Pumps, Air Handlers, Ducting
and Controls
8 DVR Fuel Gas Heat Pumps, Air Handlers, Ducting
Compressor and Controls
(FGC) Buildina
9 Gianera Control Cabinet Wall-Mounted Air Conditioners 10 Gianera Office Wall-Mounted Air Conditioners
11 Cogeneration Plant Wall-Mounted Air Conditioners
(COGEN) Control Cabinet
12 COGEN Control Room Wall-Mounted Air Conditioners
13 COGEN Warehouse Office Heat Pumps, Air Handler, Ducting and Controls
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19
Quantitv
2 12 each
1 each
2 each
4 each
4 each
2 each
2 each
2 each
2 each
1 each
1 each
1 each
APPENDIX A-2 - LIST OF SUBSTATION HVAC EQUIPMENT
Substation STN ID Make
1 De La Cruz DCJ Bard
2 Duane DUA Bard
3 Fairview FRV Bard
4 Kenneth KEN Bard
Kifer
Receiving KRS Carrier
5 Station
6 Mission MIS Bard
Norman
Avenue NAJ Bard
7 Junction
Northern American
Receiving NRS115 Standard/
Trane/Mitsubishi/
8 Station Bard
9 Northwestern NWN Bard
Oaks OKJ Bard 10 Junction
11 Palm PLM Bard
12 Parker PKR Bard
13 Raymond RAY LG
14 Serra SER Bard
SVP
Switching sss LG/Bard/Fedders
15 Station
16 Walsh WAL Bard
Total Units
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19
Total Type Tonnage
Wall 7
Wall 7
Wall 31
Wall 17.5
Package/Roof 5
Wall 27
Wall 2
Inside/Outside 15 and Wall
Wall 6.5
Wall 4.5
Wall 22.5
Wall 6
Window 0.833
Wall 10
Window 10
Wall 21
Total
HVAC
Units
2 2
8 6
1 9
1 5
3 2
6 2
1 2
3 7
60
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
EFFECTIVE FEBRUARY 1, 2024
SECTION 1. MAXIMUM COMPENSATION
The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.
SECTION 2. RA TES
Compensation under each Purchase Order shall be in accordance with the rates set forth herein.
2.1 Rates.
2.1.1 Contractor shall invoice according to rates in Appendix B1-Rate Schedule attached and incorporated by reference.
2.1.2 Rates in Table B1 and Table B2 of Appendix B1 include all of the quarterly and annual services described in Exhibit A-1 through A-5 for Equipment listed in Appendix A-1 and A-2.
2.1.3 For Additional Services, Contractor shall submit Proposals and invoice all Services at the rates listed in Table B3 of Appendix B 1 attached and incorporated by reference.
2.2 Rates listed in Appendix B1 are fully burdened.
2.3 Rate Increase. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Except for an allowed rate change between January 1, 2024 and August 31, 2024 to align with Contractor labor negotiation timelines, rates may be negotiated no more than once annually. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes that have not been separately authorized pursuant to this section are not approved.
2.4 Reimbursable Expenses. Any and all reimbursable expenses related to each Work Authorization, Purchase Order, or Emergency Work Order shall be described in Contractor's Proposal as set forth in Section 8 of Exhibit A and accounted for in the total cost for each Purchase Order. Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services, (2) Contractor demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 8 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 35 of 43
documentation demonstrating that such reimbursable costs were incurred.
Reimbursable Expense Schedule Mark Up
1. The cost of mailing , shipping and/or delivery of any No Markup documents or materials.
2. The cost of photographing, printing, reproducing and/or No Markup copying any documents or materials.
3. Charges for outside services (including subcontractor Not to Exceed 10% fees, equipment , materials, and facilities not furnished directly by Contractor).
4. Other reimbursable expenses with prior written approval No Markup from the City
5. Allowable mileage will be charged at the prevailing IRS No Markup rate oer mile.
6. Unless approved in writing (e-mail acceptable) in advance, No Markup 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. Airfare or rental car, where applicable shall be at economy rates.
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Materials. If the basis of compensation is Time and Materials, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month. The invoice must include the following information:
3.1 .1 Invoice Number, Purchase Order Number, and Invoice Period.
3.1.2 Current amount due with a time and materials breakdown: titles , hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.
3.1.3 Each invoice shall provide sufficient detail for City to verify that the rates listed in Appendix B1 are charged. Additionally , invoices shall include sufficient detail to allow for accurate comparison to certified payroll submittals.
3.2 Fixed Price. If the basis of compensation is Fixed Price, Contractor shall provide an invoice to the City based on either (a) the percentage of services completed during the previous month or (b) lump sum amount upon completion of a deliverable(s), as specified in the Work Authorization and Purchase Order. Invoices must include the following information:
3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 36 of 43
3.2.2 Detailed information about the Services performed on each deliverable or task completed on each project, as applicable.
3.2.3 Contractor shall not invoice labor costs subject to prevailing wage in advance of performing the applicable Services.
3.2.4 In the event of milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.
3.3 Pre-Payment. City shall not be required to pay a deposit or any other form of pre payment prior to Contractor beginning work.
3.4 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the services and/or any furnished deliverables have been satisfactorily performed.
3.5 Recalculation. The City may recalculate and pay invoices based on the rates established in this Agreement.
3.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.
3.7 Disputed Invoices. If the City in good faith disputes any portion of an invoice, the City shall pay the undisputed portion of the invoice and submit written notice to Contractor regarding the disputed amount. The notice shall include documentation supporting the disputed amount.
3.8 Payment. 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.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 37 of 43
APPENDIX 81 - RATE SCHEDULE
TABLE 81 - HVAC ANNUAL INSPECTION AND MAINTENANCE
QUARTERLY RA TES
Location Rates Effective December 15, Rates Effective
2021 through December 31, 2023 January 1, 2024
Donald Von Raesfeld $3,052.00 $3,281.00
Power Plant
Fuel Gas Compressor $684.00 $735.50
Buildinq
Gianera $455.75 $490.00
Cogeneration Plant $455.50 $489.50
Substations $10,409.25 $11,938.00
Total Quarterly $15,056.50 $16,934
Amount
Total Annual Amount $60,226.00 $67,736.00
TABLE 82 - CHILLER ANNUAL INSPECTION AND MAINTENANCE
QUARTERLY RA TES
Location Rates Effective December 15,
2021 through December 31, 2023
Donald Von Raesfeld $6395.50
Power Plant
Total Annual Amount $25,582.00
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19
Rates Effective
January 1, 2024
$6,875.00
$27,500.00
Labor
Applied Services Hourly Rates
Effective December 15, 2021
throuqh December 31, 2023
Applied Services Hourly Rates
Effective Januarv 1, 2024
Unitary Services Hourly Rates
Effective Januarv 1, 2024
Truck Charge
Effective December 15, 2021
Project Management
Effective January 1, 2024
DEFINITIONS:
TABLE B3
HOURLY RATES
Standard Time
$207/Hour
$243/Hour
$212/Hour
$130/Daily
$175/Hour
Overtime Double Time
$269/Hour $349/Hour
$316/Hour $410/Hour
$275/Hour $357/Hour
$130/Daily $130/Daily
$175/Hour $175/Hour
1. Straight time: Monday through Friday, 6 AM - 4 PM (up to eight (8) hours).
2. Overtime:
2.1. Monday - Friday
2.1.1. Any hours worked in excess of eight (8) hours
2.1.2. Any hours worked before 6AM or after 4PM (4:01 PM to 5:59AM) unless Contractor authorizes an alternate shift as part of Work Authorization.
2.1.3. Overtime holidays: Martin Luther King Day, President's Day, Memorial Day, July 4th Holiday, day after Thanksgiving, and Christmas Eve.
2.2. Any hours worked on Saturdays.
3. Double Time:
3.1. Any hours worked on Sundays
3.1.1. Double time holidays: New Year's Day, Memorial Day, July 4th Holiday, Labor Day, Thanksgiving, Christmas Day.
3.1.2. If the holiday falls on a Saturday, the preceding Friday shall also be a holiday. If a holiday falls on a Sunday, the following Monday shall be a holiday.
4. Truck charge: The truck charge encompasses the following services: Labor time to and from the jobsite, parts pickup from the shop and/or warehouse, fuel, vehicle maintenance (tires, oil, belts, brakes, etc.), stock of generic maintenance items (fuses, contactors, grease, refrigerant oil, multiple types of refrigerant, thermostats, Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 39 of 43
electrical fittings, pipe fittings, pneumatic fittings), and Personal Protection equipment (PPE).
5. Applied Services applies to any equipment that produces and works such as the (2) Chillers at the DVR Plant and associated chilled water loop.
6. Unitary Services applies to HVAC equipment outside of a chilled water loop.
Amendment No. 1 to Mesa Energy Systems Inc.,
Rev.10/25/19 Page 40 of 43
EXHIBIT D
SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and MESA Energy Systems ("Agreement").
This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into the Agreement by reference. All Services are subject to the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:
Expiration Date of A11reement:
Contractor's Project Manager: Name: Email:
City's Project Manager Name: Email:
Period of Performance for this Start Date: Exoected Comoletion Date:
Work Order:
Maximum Compensation of Aareement:
Previouslv Committed Funds:
Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Reoresentative Name (Print\
Contractor Representative Signature
Contractor Reoresentative Sianature Date
Citv Proiect Manaaer Name (Print\
Authorized City Representative Print\
City Representative Signature
Citv Representative Sianature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utilitv Officer
Agreement with MESA Energy Systems, Inc. Page41 of43
PART 8: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
0 No
D If yes, provide a brief description of the change(s).
2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed scope of Services below or attach as a separate file.) Scope of Services and cost Proposal shall meet all of the provisions of Section 8 of Exhibit A and Section 2 of Exhibit B.
3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:
D No expenses are reimbursable.
D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:
D Monthly D Completion of Deliverable/Milestone D Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.
4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.
D Liquidated Damages apply as follows:
Agreement with MESA Energy Systems, Inc. Page 42 of 43
It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ________ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars ($ _____ ~ per day in liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.
Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the scope, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.
Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.
5. ACCEPT ANGE CERTIFICATE
D Acceptance Certificate not required.
D Acceptance Certificate required:
Agreement with MESA Energy Systems, Inc. Page 43 of 43