Exhibit E - Sample Work Authorization Form
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.
2. TERM OF AGREEMENT
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 June 1, 2024 and terminate on May 31, 2029 ("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 one (1) additional year through May 31, 2030 ("Option Period") as determined by City. Such extension 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 uTerm".
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
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials 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 applicable to this Agreement.
Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials 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 Services or materials, City may make corrections or replace Services or materials 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.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Two Hundred and Fifty Thousand Dollars ($250,000), 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 including any taxes. All Services performed or supplies, materials and equipment 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.
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.
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.
Agreement with Henkels & McCoy West, LLC
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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.
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 outside the scope of the Services, 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 and for four (4) years from the date of final payment for Services or goods 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.
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 Agreement with Henkels & McCoy West, LLC
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to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
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, 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 Services. However, the obligation to indemnify shall not apply to the extent such liability is ultimately adjudicated to have arisen through the sole negligence or 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. WAIVER OF CONSEQUENTIAL DAMAGES
Except for Contractor's indemnification obligations under this Agreement, in no event shall either party be liable to the other for incidental, special, exemplary, indirect, incidental or consequential loss, including loss of use, cost of capital, loss of goodwill, lost revenues, or loss of profit, and City and Contractor hereby release each other from any such liability.
16. INSURANCE REQUIREMENTS
During the Term, 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.
Agreement with Henkels & McCoy West, LLC
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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.
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:
Henkels & McCoy West, LLC
2840 Ficus Street
Pomona, CA 91766
Attn: Peter Moriarty Jr., Sr. Vice President
and by e-mail at [email protected]
with a copy to:
MasTec, Inc.
Attn: Corporate Counsel
2840 Ficus Street
Pomona, CA 91766
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 Agreement with Henkels & McCoy West, LLC
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Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from lime to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards
(http ://santaclaraca .gov/home/s howdoc ument? id=58299 ).
20. CONFLIC TS 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 tile provisions of California Governmen t Code section 87100 and follow ing, 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
Cont ractor shall not discriminate against any employee or applicant for emp loyment because of race, sex, color, religion , religious creed, national origin , ancestry, age. gender. marital status, phys ical disability , mental disability , medical condition, genetic information , sexual orientation, gender expression , gender identity , military and veteran status. or ethnic background, in violation of federa l, state or local law .
22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name , insignia , or emblem, or distr ibute any information related to Services under this Agreement in any magazine , trade paper, newspaper or other medium withou t express written consent of City .
23. GOVERN ING LAW AND VENUE
This Agreement shall be governed and construed in accorda nce with the statutes and laws of the State of California. The venue of any sL1it filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriat e, 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 validi ty of the other provisions, which s17all 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 .
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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.
27. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.
Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws. [SIGNATURES ON NEXT PAGE]
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representat ives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: 5 /5! /zr
Dfllt@ Ba/{h,,
Daniel Ballin (May 28, 2024 15:36 PDT)
GLEN R. GOOGINS
City Attorney
"CITY"
~g
rtyMMag:
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone : (408) 615-2210
Fax: (408) 241-6771
HENKELS & MCCOY WEST, LLC
a Florida Limited Liability Company
Dated: 05/28/2024
• p t H M • rt J Olgilally signed by Peter H. Moriarty, Jr.
By (Signature) : 8 er • ona y, L Oate:2024.05,2807:13:34-0l'OCY Name: Peter Moriarty, Jr.
Title: Senior Vice President
Principal Place of
Business Address: 2840 Ficus Street, Pomona, CA 91766
Email Address: [email protected]
Telephone: (909) 517-3011
"CONTRACTOR "
Agreemen t with Henkels & McCoy West , LLC
Rev . 07-01-18
EXHIBIT A - SCOPE OF SERVICES
TABLE OF CONTENTS
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
SECTION 8.
SECTION 9.
GENERAL ........................................................................................... 11 SERVICES TO BE PERFORMED ...................................................... 11 SPECIFIC REQUIREMENTS .............................................................. 14 REPORTS ........................................................................................... 15 COMPLETION OF SERVICES .......................................................... 16 HOURS AND DAYS OF SERVICE ..................................................... 16 SCHEDULING AND PLANNING ......................................................... 17 WORK AUTHORIZATION PROCESS ................................................ 17 APPLICABLE LAWS AND REGULATIONS ........................................ 22 SECTION 10. WORKMANSHIP ................................................................................. 22 SECTION 11. PERMITS AND LICENSES ................................................................. 22 SECTION 12. WARRANTY ....................................................................................... 23 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 23 SECTION 14. WORK AREA ...................................................................................... 23 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 24 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 24 SECTION 17. SAFETY .............................................................................................. 25 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 25 SECTION 19. CONTRACTOR PERSONNEL ............................................................ 25 SECTION 20. E-BUILDER ......................................................................................... 27 SECTION 21. SHIPPING AND FREIGHT .................................................................. 27 Agreement with Henkels & McCoy West, LLC
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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 preventative maintenance, inspection, and repair services for Silicon Valley Power's (SVP) utility overhead and underground transmission facilities and distribution systems operating at nominal voltages of 12kV, 60kV, 115kV, and 230kV ("Services").
1.2 Contractor shall perform all Services according to the original equipment manufacturer (OEM) standards and industry best practices, including but not limited to:
1.2.1 California Public Utility Commission (CPUC) General Order 165 or equivalent for maintenance and testing services.
1.2.2 CPUC General Order 95 or equivalent for above ground or overhead repairs.
1.2.3 CPUC General Order 128 or equivalent for underground repairs.
1.2.4 Any deviations must be approved in writing by the City.
1.3 Contractor will primarily perform the Services within the City of Santa Clara limits.
The City may require work at City's facilities in Glenn County and Tehama County.
1.4 To the extent not inconsistent with this Agreement, the City's SOQ 22-23-65-04 (including subsequent updates) and Contractor's proposal response dated September 11, 2023, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and SOQ 22-23-65-04 or Contractor's proposal, the Agreement and this Exhibit shall govern.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Preventative Maintenance and Inspection Services - Contractor shall:
2.1.1 Perform scheduled preventative maintenance services pursuant to the OEM's specifications.
2.1.2 Provide inspection services for all accessible portions of SVP's overhead and underground distribution and transmission facilities to identify any potential maintenance or reliability concerns. Services may include but are not limited to:
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2.1.2.1 Perform inspection, calibration, cleaning, and testing on equipment and include all test forms and equipment
documentation.
2.1.2.2 Visually inspect manholes, manhole racking, link boxes, and grounding and sheath and lightning arrestors.
2.1.2.3 Visually inspect cables to identify any movement due to expansion and contraction during cable cycling.
2.1.2.4 Inspect all cable clamping supports and clamps for tightness and integrity.
2.1.2.5 Inspect all accessible electrical connections.
2.1.2.6 Perform thermal image inspection to identify any loose connections.
2.1.2.7 Perform "Time Domain Reflectometry" testing and phase conductor resistivity readings to establish a system baseline to provide future system evaluations and cable fault locating.
2.1.2.8 Inspect and clean terminators and arrestors on the termination structures.
2.1.3 Provide wood pole inspections and testing. Services include but are not limited to:
2.1.3.1 Identify decay and measuring defects
2.1.3.2 Estimate the pole's remaining strength
2.1.3.3 Apply remedial treatments to extend the pole's service life
2.2 Repair Services - Contractor shall:
2.2.1 Provide as-needed repair services to inspect, assess, repair, and restore functionality to overhead and underground distribution and transmission facilities. As-needed repair services include but are not limited to:
2.2.1.1 Discovery work and troubleshooting to ascertain the nature and extent of damage to, or failure of, overhead and
underground distribution and transmission facilities.
2.2.1.2 Removal and replacement of overhead and underground distribution and transmission facilities, poles, cable, and cable Agreement with Henkels & McCoy West, LLC
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accessories to restore service. Including, but not limited to, the removal, replacement, and installation of the following:
2.2.1.2.1 foundation
2.2.1.2.2 head or sidewalk guy
2.2.1.2.3 switches
2.2.1.2.4 anchor, bust plate, manta ray
2.2.1.2.5 cut outs and fuses (e.g., on cut-out arm)
2.2.1.2.6 guard arm, including double guard arm
2.2.1.2.7 conductors, including three phase
2.2.1.2.8 mid-span service
2.2.1.2.9 communication lines (e.g., install, transfer, relocate)
2.2.1.2.10 riser
2.2.1.2.11 ground molding, secondary four spool rack
2.2.1.2.12 pole box
2.2.1.2.13 new streetlights
2.2.1.2.14 antennas
2.2.1.2.15 high voltage signs
2.2.1.2.16 pedestrian fixture to existing streetlight
2.2.1.3 Replacement and repair of underground trenching and repair of conduit and infrastructure.
2.2.1.4 Testing of overhead and underground distribution and transmission cables, including splicing and termination.
2.2.1.5 Installation, replacement, and repair of electrical equipment and infrastructure.
2.2.1.6 Energization and de-energization of:
2.2.1.6.1 Utility poles and structures of various heights Agreement with Henkels & McCoy West, LLC Page 13 of 53
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2.2.1.6.2 Crossarms
2.2.1.6.3 Overhead transformer
2.2.1.6.4 Riser
2.2.1.6.5 Capacitor bank
2.2.1.7 Overhead services for electrical equipment and infrastructure between 100 ampere (amp) and 800 amp. Electrical
equipment and infrastructure may vary.
2.2.1.8 Technical and engineering consulting services in the repair of City electrical equipment and infrastructure.
2.2.1.9 Technical training on the City's electrical equipment and infrastructure to City staff.
2.3 Emergency Services:
2.3.1 Contractor shall provide 24-hour emergency services, seven (7) days per week, 365 days per year for the overhead and underground distribution and transmission facilities. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time.
2.3.2 Contractor shall respond via phone or email no later than two (2) hours during regular or outside business hours.
2.3.3 Contractor shall have personnel and equipment on-site within four (4) hours of such notification for troubleshooting.
2.3.4 Contractor shall be on-site to perform emergency within seven (7) calendar days from the City's initial notification or as agreed upon with the City. Depending on the nature of the emergency, Contractor may be required to provide faster on-site response time. If Contractor is unable to repair the affected equipment or resolve the emergency within seven (7) business days, Contractor shall provide to the City a plan and schedule detailing when the emergency shall be resolved.
SECTION 3. SPECIFIC REQUIREMENTS
3.1 Contractor is responsible for pumping out the water/effluent in any underground substructure vault that is in a flooded condition and that prevents the full or partial performance of services. If Contractor pumps any water/effluent from a flooded underground substructure, Contractor shall properly dispose of such water/effluent in a manner consistent with the requirements of all applicable local, state and/or federal regulations. Contractor shall provide the City with a written report of all Agreement with Henkels & McCoy West, LLC
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material disposal within 24 hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
3.2 Contractor shall be responsible for providing the following, as required for the Services:
3.2.1 Logistical planning
3.2.2 Scheduling services
3.2.3 Supervision and administrative support
3.2.4 Program and project management services
3.2.5 Subcontractor management
3.2.6 On-site crane support
3.2.7 On-site cribbing and rigging
3.2.8 On-site scaffolding services
3.2.9 On-site shoring services
3.2.1 O On-site atmospheric testing of vaults, spaces, or similar
3.2.11 On-site confined space rescue team
3.2.12 On-site electrical testing and Non-Destructive Examination (NDE)
3.2.13 Traffic control services
3.2.14 Professional services required for services such as, but not limited to soils testing or geotechnical.
3.2.15 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)
3.2.16 Expedited procurement and transportation of materials, parts, and equipment when requested by the City
SECTION 4. REPORTS
4.1 Service Reports
4.1.1 Within seven (7) business days after final acceptance by the City of services associated with each Work Authorization (as defined in Section 8), Contractor shall provide a service report to the City, which shall include the following information:
Agreement with Henkels & McCoy West, LLC
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4.1.1.1 Type of service such as preventative maintenance, inspection or repair
4.1.1.2 Summary of existing conditions
4.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective actions
4.1.1.4 Description of all routine maintenance activities performed
4.1.1.5 Results of routine testing performed
4.1.1.6 Description of all repair and/or replacement of the electrical components performed
4.1.1.7 When changes are made to the electrical distribution system, updates to all applicable drawings and maintenance
schedules to reflect the changes
4.1.1.8 Summary list of spare parts and material inventory, including the serial number of all parts removed and installed
4.1.1.9 other information requested by City
4.2 Status Reports
4.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed during the Term of the Agreement.
4.2.2 Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of the City,
4.3 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, Interim Work Order, or Emergency Work Order as defined in Section 8.
SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required services between 6:30 AM - 3:30 PM PST/PDT, Monday through Thursday, and 6:30 AM - 2:30 PM PST/PDT on alternating Fridays. City will, at its discretion, allow access during non-business hours when required.
Agreement with Henke/s & McCoy West, LLC
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SECTION 7. SCHEDULING AND PLANNING
7.1 Contractor and City shall mutually agree to scheduling outages associated with performance of preventative maintenance, inspection, and on call repair services.
When requested by City, Contractor shall be able to plan, staff and execute scheduled maintenance and inspections with 30 days advance notice.
7.2 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or working alternative shifts including night shifts.
7.3 Contractor shall be available to provide emergency services pursuant to Section
2.3. SECTION 8. WORK AUTHORIZATION PROCESS
8.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. Specific Services will be assigned as set forth in this Section. The City does not guarantee that any specific work will be authorized under this Agreement.
8.2 Non-Emergency Work
8.2.1 When Services are required, City will notify contractors under contract for as-needed preventative maintenance, inspection, and repair services for the utility overhead and underground transmission facilities and distribution systems to provide a proposal for Services. City will provide a description of the Services required, the basis of award, the deadline for response, and any other relevant information (Work Request).
8.2.2 Proposal: Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
8.2.2.1 A work plan that includes a detailed description by task of the services to be performed.
8.2.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
8.2.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR)
number where required.
8.2.2.4 Any required drawings or documents.
8.2.2.5 A list of City responsibilities.
8.2.2.6 A final acceptance criteria.
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8.2.2.7 An itemized cost proposal showing:
8.2.2. 7.1 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.
8.2.2.7.2 Parts/materials.
8.2.2.7.3 Rental and/or specialty equipment.
8.2.2.7.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.
8.2.2.7.5 Any additional costs such as, but not limited to freight, permits, fees.
8.2.2.7.6 Breakdown of materials and labor sufficient to calculate all required taxes.
8.2.2.7.7 Estimated total cost including required taxes.
8.2.2.8 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.
8.2.2.9 Costs for any additional equipment, parts, or services required for completion of the 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.
8.2.2.10 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.
8.2.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.2.2, the City and Contractor may negotiate whether the cost for the work will be fixed price (lump sum) or based on specific rates of compensation (time and materials) for completion of the services.
8.2.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.
Contractor's final cost proposal shall be in conformance with Exhibit Band include:
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8.2.2.12.1 A clear breakdown of materials and labor indicating taxable and non-taxable items, along with an estimate
of required taxes.
8.2.2.12.2 Separation of materials subject to tax so that payment for such materials and the associated taxes occur in a
single payment.
8.2.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.
8.2.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.
8.2.3 Work Authorization
8.2.3.1 If the completion of the services in the Proposal will not result in total costs 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.
8.2.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work
Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.
8.2.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.
8.2.3.4 Each 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 as final approval for each Work Authorization except in those situations set forth in section
8.2.3.5 below.
8.2.3.5 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 Work Authorization.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
8.2.3.6 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.
8.2.4 Changes to Work Authorization
8.2.4.1 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 a Work Authorization or Purchase Order.
Contractor shall provide the reason for the change specific to each Purchase Order.
8.2.4.2 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.
8.2.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Purchase Order or changes to line items in a 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 8.2.3.2) or Purchase Order (as applicable) to authorize such additional services.
8.2.4.4 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.
8.3 Emergency Work Orders
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Rev. 07-01-18
Page20 of 53
8.3.1 An Emergency Work Order should be used 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.
8.3.2 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 followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.
8.3.3 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 Section 8.2 and shall also include all services required including those services already completed or initiated. City will issue a Work Authorization (if required pursuant to Section 8.2.3.2) and Purchase Order as soon as reasonably practicable.
8.4 A 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 a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable.
8.5 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 8.3 and
8.2.4.4 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.
8.6 If Contractor begins 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.
8.7 The City (through the individuals listed in Section 8.2.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, Interim Work 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.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
8.8 Proposals, pricing quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.
8.9 Except in the case of emergency which shall confirm to the conditions of Section 8.3 or where the circumstances in Section 8.2.4.4 apply, Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has (1) executed the Work Authorization for such additional services, when applicable, and (2) issued a Purchase Order.
SECTION 9. APPLICABLE LAWS AND REGULATIONS
9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U.S.
Occupational Safety and Health Administration (OSHA), and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).
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 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 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 Services, the Contractor must correct the Services at no additional cost lo the City.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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.
11.2 Contractor is responsible for obtaining an 811-dig permit for any Services that require digging.
SECTION 12. WARRANTY
12.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve (12) months from the date of completion of the Services as set forth in each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order.
Warranty-related work shall be at no additional cost to the City.
12.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shall extend the OEM warranty to a minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of any manufacturer's warranty or extended 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 site 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 Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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 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 City's operations and private owners who may be impacted by Contractor's SeNices.
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 SeNices shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither the 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 reseNes the right to suspend SeNices 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 All wastes generated or encountered in the performance of SeNices must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.
16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
16.3 Contractor shall recycle all material scraps, and credit the value to the City.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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. Contractor shall submit a copy of their IIPP at City's request and Contractor shall make it 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 use 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 of Services. Contractor shall investigate the reported 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
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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 work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City 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.
19.3.5 At 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 Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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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 or use alcohol, narcotics, firearms, illegal drugs, intoxicants, or other restricted materials while on the premises.
19.4.2 In the event a Contractor employee fails to meet_these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.
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 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 toe-Builder by providing licenses to 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 the e 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.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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 thee-Builder system) by the City and the Contractor will be jointly owned.
20.7 Contractor is responsible for managing, tracking, and documenting the Services 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 used 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 use 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 Correspondence
20.9.2 Meeting minutes
20.9.3 Submittals and shop drawings
20.9.4 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.
20.9.5 Requests for Information (RFl's)
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20.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.
20.9.7 Pay applications
20.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.
20.9.9 Pre-Task Plans (PTPs)
20.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports
20.9.11 All official reports, such as commissioning reports
20.9.12 Notices and claims
20.9.13 Operations and maintenance manuals
20.9.14 All close-out documents, and
20.9.15 All testing results
20.10Archive 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 use 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 and materials to City. Contractor will pay all freight charges. All products and materials shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City at the location set forth in the applicable Work Authorization or Purchase Order.
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 the City. City will provide the Contractor with a contact name, phone number and shipping location.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
1.1 The maximum compensation payable to Contractor durlng the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.
1.2 The City does not guarantee any minimum compensation under this Agreement.
SECTION 2. RA TES
2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Tables B1 through B3 (Labor Rates) and Table 84 (Equipment Rates) attached and incorporated by reference.
2.2 Rates listed in Appendix B1 (Rates)are fully burdened.
2.3 Rate Increase. After the three-year period ending May 31, 2027, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satrsfaction of the City. All rate adjustments must be approved by the City through an amendment to this Agreement. References to alternate rates in quotes or Proposals 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 or Purchase 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 Proposal, Work Authorization, and 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 documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.
Reimbursable Expense Schedule
1. The cost of mailing, shipping and/or delivery of any documents or materials.
2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Mark Up
No Markup
No Markup
Reimbursable Expense Schedule Mark Up
3. Charges for outside parts and services (including Not to exceed 10% subcontractor fees , parts, equipment, rental
equipment, materials, and facilities not furnished
directly bv Contractor) .
4. Other reimbursable expenses with prior written No Markup aooroval from the Clty
5. Allowable mileage will be charged at the prevailing No Markup IRS rate per mile. (Rental cars are reimbursed at
actual cost only. No mileage is applicable to rental
cars.)
6 . Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Admin istration (GSA).
httgs ://www.gsa .gov/tra vel-resources . Airfare or
renta l car, where applicable shall be at economy
rates .
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Materials . For Services authorized to be pa id on a time and material basis, Contractor shall provide an invoice to the City on a monthly basis for services completed in the preceding month. pursuant to the rates listed in Tables 81 through 83 (Labor Rates) and Table B4 (Equipment Rates) in Appendix B1 and in accordance with the Work Authorizat ion. 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 reimbL1rsable expenses itemized with supporting documentation.
3.1.3 Each invoice shall provide sufficient deta il for City to verify that the rates listed in Appendix B1 are charged. Additionally , invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals.
3.2 Fixed Price . For Services authorized to be paid on a fixed price or lump sum basis , Contractor shall provide an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of services completed during the previous month or (b) a lump sum amount upon the comple tion of deliverable(s), as specified in the Purchase Order. Invoices must include the following information:
3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.
Agreement with Henkels & McCoy West , LLC
Rev. 07-0 1-18
3.2.2 Detailed information on 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 wages in advance of performing the applicable Services.
3.2.4 With regard to 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 the Services.
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.
3.9 Confidential. Invoices are not confidential even if marked as confidential when submitted.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
APPENDIX B1 TO EXHIBIT B
RATES
SECTION 1. RA TES
Contractor shall charge, and the City shall pay for actual services rendered and authorized according to the process outlined in Section 8 of Exhibit A. The rates applicable for the Services are listed below in Tables B1 through B4.
In cases where services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services. For avoidance of doubt, any changes to the rates in Tables B1 through 84 must be authorized in accordance with Section 2.3 of Exhibit B. Rate changes are not permitted as part of a Work Authorizations process.
TABLE B1: LABOR RATES FROM JUNE 1, 2024 THROUGH MAY 31, 2025
FIELD POSITIONS
Labor Classifications
Operations ManaQer
Safetv Supervisor/Journeyman Foreman (FM)
Safetv Coordinator/Journeyman Lineman (JL)
Superintendent
Journevman Lineman
General Foreman
Foreman
Electric Distribution Inspector
Line Eauioment Man
Groundman
Powderman
Fabricator Tech
Fabricator Tech (0-2000 hrs.)
Lineman - Welding/Cable
Splicer Lead
Foreman Substation Technician
Substation Technician
Substation Technician Trainee
(1 st Year)
Substation Technician Trainee
· ·(2nd Year)
Substation Technician Trainee
(3rd Year)
Direct Interview Worker
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Straight Time
Hourlv Rate
$193.75
$174.93
$166.71
$193.75
$166.71
$193.74
$174.93
$166.71
$132.34
$106.57
$129.73
$109.05
$102.15
$155.35
$161.98
$158.37
$96.68
$115.75
$134.81
$103.03
Overtime/
Double Time
Hourlv Rate
$298.37
$268.59
$255.05
$298.37
$255.05
$298.37
$268.59
$255.05
$200.28
$158.51
$197.54
$166.67
$155.51
$238.11
$248.70
$242.30
$144.01
$174.91
$205.80
$154.30
FIELD POSITIONS
Overtime/
Straight Time Double Time
Labor Classifications Hourly Rate Hourly Rate
Tower Technician $98.43 $147.41
Apprentice 1st Period $96.68 $144.00
Apprentice 2nd Period $103.03 $154.30
Apprentice 3rd Period $109.39 $164.60
Apprentice 4th Period $115.74 $174.90
Apprentice 5th Period $122.10 $185.20
Apprentice 6th Period $128.47 $195.52
Apprentice 7th Period $134.81 $205.80
OFFICE /ADMINISTRATIVE POSITIONS
Office Positions
Area ManaQer
Program Manaqer Director
Quality Assurance and
Quality Control (QAQC) Manaqer
QAQC Auditor
Contract Management Lead
Senior Project Manager
Proiect Manaoer
Assistant Project Manaqer
Project Engineer
Field Engineer
Proiect Coordinator
Proiect Controls Lead
Land Services Lead
Material Logistic Lead
Environmental Lead
Lead Estimator
Mechanic
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Straight Time Overtime Double Time
Hourly Rate Hourly Rate Hourlv Rate
$204.37 $204.37 $204.37
$233.67 $233.67 $233.67
$164.60 $227.14 $251.83
$152.70 $210.72 $233.62
$97.65 $134.76 $149.41
$195.55 $269.86 $299.19
$156.59 $216.10 $239.59
$131.67 $181.70 $201.45
$142.99 $197.33 $218.78
$128.24 $176.97 $196.20
$140.61 $194.04 $215.13
$153.34 $211.60 $234.60
$88.58 $122.25 $135.53
$92.29 $127.36 $141.20
$88.58 $122.25 $135.53
$165.66 $228.61 $253.46
$131.16 $181.00 $200.68
TABLE 82: LABOR RATES FROM JUNE 11 2025 THROUGH MAY 31, 2026
FIELD POSITIONS
Labor Classifications
Operations ManaQer
Safetv Supervisor/Journevman (FM)
Safetv Coordinator/Journevman (JU
Superintendent
Journevman Lineman
General Foreman
Foreman
Electric Distribution Inspector
Line Eauioment Man
Groundman
Powderman
Fabricator Tech
Fabricator Tech (0-2000 hrs.)
Lineman - Welding/Cable
Splicer Lead
Foreman Substation Technician
Substation Technician
Substation Technician Trainee
(1 st Year)
Substation Technician Trainee
(2nd Year)
Substation Technician Trainee
(3rd Year)
Direct Interview Worker
Tower Technician
Aoorentice 1st Period
Aoorentice 2nd Period
Apprentice 3rd Period
Apprentice 4th Period
Aoorentice 5th Period
Apprentice 6th Period
Apprentice 7th Period
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Straight Time
Hourlv Rate
$199.46
$180.10
$171.63
$193.75
$171.63
$199.46
$180.10
$171.63
$136.24
$109.71
$133.55
$112.27
$105.17
$159.93
$166.76
$163.05
$99.54
$119.16
$138.79
$106.07
$101.33
$99.53
$106.07
$112.62
$119.16
$125.70
$132.26
$138.79
Overtime / Double
Time Hourly Rate
$307.17
$276.51
$262.58
$307.17
$262.58
$307.17
$276.51
$262.58
$206.19
$163.19
$203.37
$171.59
$160.09
$245.14
$256.03
$249.45
$148.26
$180.07
$211.87
$158.85
$151.75
$148.25
$158.85
$169.46
$180.06
$190.67
$201.29
$211.87
OFFICE/ADMINISTRATIVE POSITIONS
Straight Time Overtime Double Time
Office Positions Hourlv Rate Hourlv Rate Hourly Rate
Area Manaaer $210.50 $210.50 $210.50
Proaram Manaaer Director $240.68 $240.68 $240.68
QAQC Manaaer $169.54 $227.14 $251.83
QAQC Auditor $157.28 $210.72 $233.62
Contract Manaaement Lead $100.58 $134.76 $149.41
Senior Proiect Manaaer $201.42 $269.86 $299.19
Project ManaQer $161.29 $216.10 $239.59
Assistant Project ManaQer $135.62 $181.70 $201.45
Project Enaineer $147.28 $197.33 $218.78
Field Enaineer $132.08 $176.97 $196.20
Project Coordinator $144.82 $199.86 $221.58
Project Controls Lead $157.94 $217.95 $241.64
Land Services Lead $91.24 $125.91 $139.60
Material Loaistic Lead $95.06 $131.18 $145.44
Environmental Lead $91.24 $125.91 $139.60
Lead Estimator $170.63 $235.47 $261.07
Mechanic $135.10 $186.43 $206.70
TABLE 83: LABOR RATES FROM JUNE 1, 2026 THROUGH MAY 31, 2027
FIELD POSITIONS
Labor Classifications
Operations Manaaer
Safety Supervisor/Journeyman FM
Safety Coordinator/Journevman JL
Superintendent
Journevman Lineman
General Foreman
Foreman
Electric Distribution Inspector
Line Eouipment Man
Groundman
Powderman
Fabricator Tech
Fabricator Tech (0-2000 hrs.)
Lineman - Welding/Cable
Splicer Lead
Foreman Substation Technician
Substation Technician
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Straight Time
Hourlv Rate
$205.33
$185.39
$176.68
$205.33
$176.68
$205.32
$185.39
$176.67
$140.25
$112.94
$137.48
$115.57
$108.26
$164.64
$171.66
$167.84
Overtime
I Double
Time Hourly Rate
$316.20
$284.64
$270.30
$316.20
$270.30
$316.20
$284.64
$270.30
$212.25
$167.99
$209.35
$176.63
$164.80
$252.34
$263.56
$256.78
FIELD POSITIONS
Straight Time Overtime I Double
Labor Classifications Hourly Rate Time Hourly Rate
Substation Technician Trainee
(1 st Year) $102.46 $152.62
Substation Technician Trainee
(2nd Year) $122.67 $185.36
Substation Technician Trainee
(3rd Year) $142.87 $218.10
Direct Interview Worker $109.19 $163.52
Tower Technician $104.31 $159.58
Apprentice 1st Period $102.46 $152.62
Apprentice 2nd Period $109.19 $163.52
Apprentice 3rd Period $115.93 $174.44
Apprentice 4th Period $122.66 $185.63
Aoorentice 5th Period $129.40 $196.27
Apprentice 6th Period $136.14 $207.21
Apprentice 7th Period $142.87 $218.10
OFFICE/ ADMINISTRATIVE POSITIONS
Office Positions
Area Manager
Proaram Manager Director
QAQC Manaoer
QAQC Auditor
Contract Management Lead
Senior Project Manager
Proiect Manager
Assistant Project Manager
Proiect Enqineer
Field Engineer
Project Coordinator
Proiect Controls Lead
Land Services Lead
Material Loqistic Lead
Environmental Lead
Lead Estimator
Mechanic
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Straight Time
Hourly Rate
$216.82
$247.90
$174.62
$162.00
$103.60
$207.46
$166.13
$139.69
$151.70
$136.05
$149.17
$162.67
$93.98
$97.91
$93.98
$175.75
$139.15
Overtime Double Time
Hourly Rate Hourly Rate
$216.82 $216.82
$247.90 $247.90
$240.98 $267.17
$223.55 $247.85
$142.97 $158.51
$286.29 $317.41
$229.26 $254.18
$192.77 $213.72
$209.35 $232.10
$187.74 $208.15
$205.85 $228.23
$224.49 $248.89
$129.69 $143.79
$135.12 $149.80
$129.69 $143.79
$242.54 $268.90
$192.02 $212.90
Page37 of 53
Table 84: EQUIPMENT RATES FROM JUNE 1, 2024 THROUGH MAY 31, 2027 Equipment
Air Compressor 185
Air Compressor SC70
Air Compressor SC70 with jack hammer
Backhoe
Backyard Machine (EZ Hauler}
Boom Truck 40'-50' / 35 ton
Bucket Truck 77' - 99' / 100 feet (ft.)
Squirt Boom / Bucket Truck 38 ft.
Bucket Truck 50'-65' 4X4 / 65 ft. 4-wheel drive
Bucket Truck < 75 ft.
Bucket Truck < 97 ft.
Crane 30 ton
Boom I Basket Truck (8 ton/ Crane 35 ton )
Crane 40 ton
Crane 45 ton - not rouQh terrain (RT)
Crane 60 - 75 ton (RT)
Diooer Derrick 4045
Diaaer Derrick 60 ft.
Oh Wire Tensioner <5000# (distribution tensioner)
Dozer - small / cleanup (D-6)
Sam:iing CAT with winches/ dozer (dual winch saq cat)
Flatbed Truck 14 ft.
Flatbed Truck 20 ft.
Trailer - 5th Wheel/ Drop Deck/ Float
Forklift 5k
Forklift 6k Reach Lift
Forklift - BK Reach Lift
Forklift - 1 Ok Reach Lift
Forklift - 12k Reach Lift
Forklift - 14k Reach Lift
Generator >25kw
Light Tower
Pick up 1/2 ton (for general use)
4x4 Pickup - F150
Truck - F250 4x4 / Crew Cab Pickup
4 Drum (SK pounds (lb.) rope x 22K') / Puller (4 drum)
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Hourly Billing Rates
$23.05
$21.67
$26.77
$35.73
$52.06
$61.99
$128.94
$53.48
$56.44
$80.41
$129.17
$83.48
$89.23
$98.16
$104.86
$114.42
$64.09
$72.61
$38.96
$112.37
$212.70
$19.26
$37.46
$18.06
$19.64
$31.00
$33.33
$36.62
$39.45
$39.83
$38.74
$15.88
$15.93
$17.59
$24.84
$56.60
Equipment
1 Drum (30K lb. x 22K' 3/4") hectoliter (HL) /
Puller 10,000 lb. DP100
V-Groove Puller 54"
Hoaa Davis Puller
Transmission Hard Line Puller/ 3-Drum Hardline Puller
UG Cable Puller Underdawa
Wire Tensioner, <SOOOlb I Tensioner (52")
Puller - Wire Tensioner, >5000lb / Tensioner (60"}
Transmission Tensioner/ Tensioner (sinQle conductor)
Reel Stand Trailer - Power Hydraulic
Trailer - Wire 3 Reel Boat
Trailer- Wire 4 Reel
Trailer - Misc. and Cargo
Trailer - 5th Wheel/Drop Deck
Trailer - Water Buffalo / Fire Suppression
Trailer - Lowboy
Trailer - Small, Pole Combo/ Pole Dollv
Trailer - Substation
Trailer-Utilitv
Trailer-Water (500 gallon)
Trailer - Wire Boat
Truck - F550 (Mechanic)
Truck - Semi I Road Tractor
Truck - Small Dump (5 yard)
Truck- Small Dump (10 yard)
Truck - Water (2,000 uallon}
Truck - Welding
Bundled Traveler (30 count)
Single Traveler -Helo (30 count)
Sinule Traveler (30 count)
Reel Stand - 84" (wire stand roller bed}
Reel Stand - 108"
Trailer (sini:ile drum cable 1 OK)
Trailer 20 ton {tandem axle/backhoe)
Trailer 16'-24' (enclosed cargo trailer)
Tensioner (truck mounted)
Rope Reel (22,000' of 1" rope)
4 Drum (2,000 lb. rope x 6,000 ft. rope - distribution) 4 Drum (4,000 lb. rope puller/ pilot line/ trailer)
4 Drum (5,000 lb. rope x 22,000 ft. rope - transmission) 26-38" Bullwheel/Reel Carrier Combo (4,000 lb. / sub
conductor)
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Hourly Billina Rates
$104.97
$109.01
$44.41
$144.41
$41.49
$37.43
$80.04
$145.17
$36.74
$17.32
$19.64
$10.53
$17.66
$13.38
$26.24
$10.69
$12.87
$10.37
$13.68
$17.32
$41.08
$79.99
$48.13
$84.19
$42.49
$23.76
$41.57
$31.50
$10.39
$6.93
$9.24
$31.50
$18.17
$11.71
$94.89
$41.98
$57.41
$85.03
$104.97
$26.24
Eauioment Hourlv Billing Rates
Mini Excavator (6,000-9,000 lbs.) $42.66
Mini Excavator (10,000-14,000 lbs.) $60.24
Track Excavator (15,000-25,000 lbs.) $93.71
Track Excavator (25,000-44,000 lbs.) $102.83
Excavator (44,000- 69,000 lbs.) $112.10
Excavator (70,000-90,000 lbs. with hammerhead) $250.78
Compactor Attachment $26.24
Breaker Attachment $26.77
Excavator-AuQer Attachment $51.37
Rubber Tire Loader (1-4 cubic yards bucket capacity) $47.71 Rubber Tire Loader (5-6 cubic vards bucket capacitv) $53.14 Rack Truck (pole hauling truck $36.74
Insulated Aerial Bucket <60' (tracked} $308.48
Insulated Aerial Bucket <90' (tracked) $362.78
Tracked Diaaer Derrick/ Line Truck <50' $300.96
Tracked Diaaer Derrick/ Line Truck <60' $368.10
F450 Crew Truck 4X4 $32.70
Underground Van $37.46
Parts
Parts manufactured by Contractor shall be at price authorized in Work Authorization.
Parts from the original equipment manufacturer shall be at Contractor's actual cost plus 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices pursuant to Section 2.4 of Exhibit B.
SECTION 2. DEFINITIONS
The following definitions apply to the rates listed in Tables B1 -B4:
2.1 "Straight Time" means the first eight (8) hours worked between Monday and Friday, excluding U.S. Federal Holidays.
2.2 "Overtime" means the:
2.2.1 hours worked in excess of eight {8) hours, from Monday through Friday; or
2.2.2 first eight (8) hours worked on Saturdays.
2.3 "Double Time" means the:
2.3.1 hours worked in excess of twelve (12) hours from Monday through Friday; or
2.3.2 hours worked in excess of eight (8) hours on Saturdays; or Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Page40 of 53
2.3.3 hours worked during U.S. Federal Holidays; or
2.3.4 hours worked on Sundays.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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 throughout the Term, at its sole cost and expense, the following insurance policies with 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 shall be, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury
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 as broad as the underlying coverage.
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 of five million dollars ($5,000,000) 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.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Page42 of 53
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of 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 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. POLLUTION LIABILITY
In the event that this contract involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor's Pollution Liability Insurance policy with coverage limits of two million dollars ($2,000,000) each claim in connection with the Work performed under this Contract. All activities contemplated in this agreement shall be specifically scheduled on the policy as "covered operations." Any deductible must be declared to the City. Such policy shall cover liability for bodily injury, damage to and loss of use of property, and clean-up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this Agreement. Contractor will use its best efforts to have the City, Council, officers, employees and volunteers added as additional insureds under this policy for Contractor's liability under the indemnification section of the Agreement. The following provisions shall apply:
1. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.
2. Products/completed operations coverage shall extend for three (3) years after project completion.
3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.
4. If the insured is using subcontractors the Policy must include work performed "by or on behalf' of the insured.
5. Policy shall contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Page43 of 53
from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.
E. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.
F. 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. 2.
3. 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.
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 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 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 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 reflect that no cancellation of the coverage provided for any cause save and except non-payment of premiums shall be effective until Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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.
G. 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 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 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.
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.
H. 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 the 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 Henkels & McCoy West, LLC
Rev. 07-01-18
Page45 of 53
I. 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
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
J. QUALIFYING INSURERS
1 EbixWay
John's Creek, GA 30097
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 Henkels & McCoy West, LLC
Rev. 07-01-18
EXHIBIT D
LABOR COMPLIANCE
This Exhibit 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 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.
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.
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. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. 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 Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
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 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 rnay 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 you 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.
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit 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 Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
Page48 of 53
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 Exhibit.
4. 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 Henkels & McCoy West, LLC
Rev. 07-01-18
EXHIBIT E
SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and Henkels & McCoy West, LLC ("Agreement''). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using 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 Uill' Original
NUMBER: E] First Revised
Contract No. lsJ Second Revised
E] Other
Contractor Name/Address:
Expiration Date of Aareement:
Contractor's Project Manager: Name: Email:
City1s Project Manager Name: Email:
Period of Performance for this Start Date: Expected Completion Date:
Work Authorization:
Maximum Compensation of Aareement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund#:
(to be completed bv City}
Contractor Representative Name {Print}
Contractor Representative Signature
Contractor Representative Signature Date
City Project Manager Name (Print)
Authorized Citv Representative Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include Electric utility Assistant Director, Chief Electric utility Operating Officer, Chief Electric Utility Officer
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
PART B: 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.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01-18
3. COMPENSATION
a. Basis of Compensation: D Time & Materials E] 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 [J Completion of Deliverable/Milestone D Completion of Services 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:
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 of Services, 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.
Agreement with Henkels & McCoy West, LLC
Rev. 07-01~18
Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.
5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.
D Acceptance Certificate required.
Agreement with Henkels &_McCoy West, LLC
Rev. 07-01-18
EBIX Insurance No. S200005318
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
PAR WESTERN LINE CONTRACTORS, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and PAR Western Line Contractors, LLC, a Delaware limited liability company, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. City desires to secure the services of Contractor to provide as-needed preventative maintenance, inspection, and repair services for Silicon Valley Power's (SVP's) utility overhead and underground transmission facilities and distribution systems ("Services") more fully described in this Agreement, in 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 and goods 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 - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Exhibit
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
Exhibit E - Sample Work Authorization Form
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.
2. TERM OF AGREEMENT
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 June 1, 2024 and terminate on May 31, 2029 ("Initial Term").
8. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional year through May 31, 2030 ("Option Period") as determined by City. Such extension 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. 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
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials 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 applicable to this Agreement.
Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials 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 Services or materials, City may make corrections or replace Services or materials 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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Two Hundred and Fifty Thousand Dollars ($250,000), 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 including any taxes. All Services performed or supplies, materials and equipment 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.
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. In such event, Contractor shall be paid for all Services satisfactorily completed prior to the termination.
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.
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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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.
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 outside the scope of the Services, including, but not limited to, the release of this material to third parties.
However, anything to the contrary notwithstanding, Contractor shall maintain its ownership in materials and inventions (a) which Contractor owned and preexisted prior to Contractor entering into this Agreement, and/or (b) which constitute refinements to Contractor processes, whether or not developed under any project for City. Nothing in this Agreement shall be construed so as to limit or transfer Contractor's ownership of all any or rights, facts and data (regardless of whether such rights arise from the law of copyright, trademark, patent or trade secret or any other source) to use its basic know-how, methods of analysis, experience, techniques, processes, models, industry knowledge and contacts, models, skills and presentation formats, that existed with the Contractor prior to Contractor's performance of the Services. However, to the extent necessary for the City to use the Services, and to the extent not in conflict with any pre-existing rights (or applicable law or regulation), Contractor shall grant the City a non-exclusive license to use the intellectual property embodied in the Services, at no extra cost to the City.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods 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.
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.
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, 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 Services. However, the obligation to indemnify and defend shall not apply to the extent such liability is ultimately adjudicated to have arisen through the sole, active negligence or sole willful misconduct of City.
B. 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.
C. Waiver of Certain Damages: Except for Contractor's indemnification obligations under this Agreement, in no event shall either party be liable to the other for incidental, special, exemplary, indirect, incidental or consequential loss, including loss of use, cost of capital, loss of goodwill, Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
lost revenues, or loss of profit, and City and Contractor hereby release each other from any such liability.
15. INSURANCE REQUIREMENTS
During the Term, 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.
16. WAIVER
The Parties agree that waiver 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.
17. 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:
PAR Western Line Contractors, LLC
810 Vaca Valley Parkway, Suite 115
Vacaville, CA 95688
and by e-mail at [email protected]
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.
18. 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 Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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).
19. 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 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.
20. 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.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, 1nsIgnia, 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.
22. 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.
23. 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.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
Agreement with PAR Western Line Contractors , LLC
Rev. 07-01 -18
25. 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.
26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.
Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws. [SIGNATURES ON NEXT PAGE]
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of t his 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:
Df/!1d#: Ba/tin,
Daniel Ballin (Jun 26. 2024 08:37 PDT)
~ _ --/Jv 'N . GROGAN
{J' ~:~y Ma ager
GLEN R. GOOGINS
City Attorney
"CITY"
City of anta Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
PAR WESTERN LINE CONTRACT ORS, LLC
Delaware limited liability company
Dated: 6/14/2024
By (Signature) : Shelby Mitchell
Name: Shelby Mitchell
Digitally signed by Shelby Mitche ll
Date: 2024.06.1413 :56:43 -07'00'
Title: Vice President of Operations , North
Principal Place of 810 Vaca Valley Parkway, Suite 115
Business Address: Vacaville, CA 95688
Email Address : Smitchell@parwlc .com
Telephone : (707) 685-5405
"CONTRACTOR "
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01 -1 8
EXHIBIT A - SCOPE OF SERVICES
TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 11 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 11 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 14 SECTION 4. REPORTS ........................................................................................... 15 SECTION 5. COMPLETION OF SERVICES .......................................................... 16 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 16 SECTION 7. SCHEDULING AND PLANNING ......................................................... 17 SECTION 8. WORK AUTHORIZATION PROCESS ................................................ 17 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 22 SECTION 10. WORKMANSHIP ................................................................................. 22 SECTION 11. PERMITS AND LICENSES ................................................................. 22 SECTION 12. WARRANTY ....................................................................................... 23 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 23 SECTION 14. WORK AREA ...................................................................................... 23 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 24 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 24 SECTION 17. SAFETY .............................................................................................. 25 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 25 SECTION 19. CONTRACTOR PERSONNEL. ........................................................... 25 SECTION 20. E-BUILDER ......................................................................................... 27 SECTION 21. SHIPPING AND FREIGHT .................................................................. 27 Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 preventative maintenance, inspection, and repair services for Silicon Valley Power's (SVP) utility overhead and underground transmission facilities and distribution systems operating at nominal voltages of 12kV, 60kV, 115kV, and 230kV ("Services").
1.2 Contractor shall perform all Services according to the original equipment manufacturer (OEM) standards and industry best practices, including but not limited to:
1.2.1 California Public Utility Commission (CPUC) General Order 165 or equivalent for maintenance and testing services.
1.2.2 CPUC General Order 95 or equivalent for above ground or overhead repairs.
1.2.3 CPUC General Order 128 or equivalent for underground repairs.
1.2.4 Any deviations must be approved in writing by the City.
1.3 Contractor will primarily perform the Services within the City of Santa Clara limits.
The City may require work at City's facilities in Glenn County and Tehama County.
1.4 To the extent not inconsistent with this Agreement, the City's SOQ 22-23-65-04 (including subsequent updates) and Contractor's proposal response dated September 11, 2023, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and SOQ 22-23-65-04 or Contractor's proposal, the Agreement and this Exhibit shall govern.
SECTION 2. SERVICES TO BE PERFORMED
2.1 Preventative Maintenance and Inspection Services - Contractor shall:
2.1.1 Perform scheduled preventative maintenance services pursuant to the OEM's specifications.
2.1.2 Provide inspection services for all accessible portions of SVP's overhead and underground distribution and transmission facilities to identify any potential maintenance or reliability concerns. Services may include but are not limited to:
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
2.1.2.1 Perform inspection, calibration, cleaning, and testing on equipment and include all test forms and equipment
documentation.
2.1.2.2 Visually inspect manholes, manhole racking, link boxes, and grounding and sheath and lightning arrestors.
2.1.2.3 Visually inspect cables to identify any movement due to expansion and contraction during cable cycling.
2.1.2.4 Inspect all cable clamping supports and clamps for tightness and integrity.
2.1.2.5 Inspect all accessible electrical connections.
2.1.2.6 Perform thermal image inspection to identify any loose connections.
2.1.2.7 Perform "Time Domain Reflectometry" testing and phase conductor resistivity readings to establish a system baseline to provide future system evaluations and cable fault locating.
2.1.2.8 Inspect and clean terminators and arrestors on the termination structures.
2.1.3 Provide wood pole inspections and testing. Services include but are not limited to:
2.1.3.1 Identify decay and measuring defects
2.1.3.2 Estimate the pole's remaining strength
2.1.3.3 Apply remedial treatments to extend the pole's service life
2.2 Repair Services - Contractor shall:
2.2.1 Provide as-needed repair services to inspect, assess, repair, and restore functionality to overhead and underground distribution and transmission facilities. As-needed repair services include but are not limited to:
2.2.1.1 Discovery work and troubleshooting to ascertain the nature and extent of damage to, or failure of, overhead and
underground distribution and transmission facilities.
2.2.1.2 Removal and replacement of overhead and underground distribution and transmission facilities, poles, cable, and cable Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
accessories to restore service. Including, but not limited to, the removal, replacement, and installation of the following:
2.2.1.2.1 foundation
2.2.1.2.2 head or sidewalk guy
2.2.1.2.3 switches
2.2.1.2.4 anchor, bust plate, manta ray
2.2.1.2.5 cut outs and fuses (e.g., on cut-out arm)
2.2.1.2.6 guard arm, including double guard arm
2.2.1.2.7 conductors, including three phase
2.2.1.2.8 mid-span service
2.2.1.2.9 communication lines (e.g., install, transfer, relocate)
2.2.1.2.1 O riser
2.2.1.2.11 ground molding, secondary four spool rack
2.2.1.2.12 pole box
2.2.1.2.13 new streetlights
2.2.1.2.14 antennas
2.2.1.2.15 high voltage signs
2.2.1.2.16 pedestrian fixture to existing streetlight
2.2.1.3 Replacement and repair of underground trenching and repair of conduit and infrastructure.
2.2.1.4 Testing of overhead and underground distribution and transmission cables, including splicing and termination.
2.2.1.5 Installation, replacement, and repair of electrical equipment and infrastructure.
2.2.1.6 Energization and de-energization of:
2.2.1.6.1 Utility poles and structures of various heights Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
2.2.1.6.2 Crossarms
2.2.1.6.3 Overhead transformer
2.2.1.6.4 Riser
2.2.1.6.5 Capacitor bank
2.2.1.7 Overhead services for electrical equipment and infrastructure between 100 ampere (amp) and 800 amp. Electrical
equipment and infrastructure may vary.
2.2.1.8 Technical and engineering consulting services in the repair of City electrical equipment and infrastructure.
2.2.1.9 Technical training on the City's electrical equipment and infrastructure to City staff.
2.3 Emergency Services:
2.3.1 Contractor shall provide 24-hour emergency services, seven (7) days per week, 365 days per year for the overhead and underground distribution and transmission facilities. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time.
2.3.2 Contractor shall respond via phone or email no later than two (2) hours during regular or outside business hours.
2.3.3 Contractor shall have personnel and equipment on-site within four ( 4) hours of such notification for troubleshooting.
2.3.4 Contractor shall be on-site to perform emergency within seven (7) calendar days from the City's initial notification or as agreed upon with the City. Depending on the nature of the emergency, Contractor may be required to provide faster on-site response time. If Contractor is unable to repair the affected equipment or resolve the emergency within seven (7) business days, Contractor shall provide to the City a plan and schedule detailing when the emergency shall be resolved.
SECTION 3. SPECIFIC REQUIREMENTS
3.1 Contractor is responsible for pumping out the water/effluent in any underground substructure vault that is in a flooded condition and that prevents the full or partial performance of services. If Contractor pumps any water/effluent from a flooded underground substructure, Contractor shall properly dispose of such water/effluent in a manner consistent with the requirements of all applicable local, state and/or federal regulations. Contractor shall provide the City with a written report of all Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
material disposal within 24 hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
3.2 Contractor shall be responsible for providing the following, as required for the Services:
3.2.1 Logistical planning
3.2.2 Scheduling services
3.2.3 Supervision and administrative support
3.2.4 Program and project management services
3.2.5 Subcontractor management
3.2.6 On-site crane support
3.2.7 On-site cribbing and rigging
3.2.8 On-site scaffolding services
3.2.9 On-site shoring services
3.2.10 On-site atmospheric testing of vaults, spaces, or similar
3.2.11 On-site confined space rescue team
3.2.12 On-site electrical testing and Non-Destructive Examination (NOE)
3.2.13 Traffic control services
3.2.14 Professional services required for services such as, but not limited to soils testing or geotechnical.
3.2.15 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)
3.2.16 Expedited procurement and transportation of materials, parts, and equipment when requested by the City
SECTION 4. REPORTS
4.1 Service Reports
4.1.1 Within seven (7) business days after final acceptance by the City of services associated with each Work Authorization (as defined in Section 8), Contractor shall provide a service report to the City, which shall include the following information:
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
4.1.1.1 Type of service such as preventative maintenance, inspection or repair
4.1.1.2 Summary of existing conditions
4.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective actions
4.1.1.4 Description of all routine maintenance activities performed
4.1.1.5 Results of routine testing performed
4.1.1.6 Description of all repair and/or replacement of the electrical components performed
4.1.1.7 When changes are made to the electrical distribution system, updates to all applicable drawings and maintenance
schedules to reflect the changes
4.1.1.8 Summary list of spare parts and material inventory, including the serial number of all parts removed and installed
4.1.1.9 Other information requested by City
4.2 Status Reports
4.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed during the Term of the Agreement.
4.2.2 Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of the City.
4.3 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, Interim Work Order, or Emergency Work Order as defined in Section 8.
SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required services between 6:30 AM - 3:30 PM PST/PDT, Monday through Thursday, and 6:30 AM - 2:30 PM PST/PDT on alternating Fridays. City will, at its discretion, allow access during non-business hours when required.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
SECTION 7. SCHEDULING AND PLANNING
7.1 Contractor and City shall mutually agree to scheduling outages associated with performance of preventative maintenance, inspection, and on call repair services.
When requested by City, Contractor shall be able to plan, staff and execute scheduled maintenance and inspections with 30 days advance notice.
7.2 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or working alternative shifts including night shifts.
7.3 Contractor shall be available to provide emergency services pursuant to Section
2.3. SECTION 8. WORK AUTHORIZATION PROCESS
8.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. Specific Services will be assigned as set forth in this Section. The City does not guarantee that any specific work will be authorized under this Agreement.
8.2 Non-Emergency Work
8.2.1 When Services are required, City will notify contractors under contract for as-needed preventative maintenance, inspection, and repair services for the utility overhead and underground transmission facilities and distribution systems to provide a proposal for Services. City will provide a description of the Services required, the basis of award, the deadline for response, and any other relevant information (Work Request).
8.2.2 Proposal: Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
8.2.2.1 A work plan that includes a detailed description by task of the services to be performed.
8.2.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
8.2.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR)
number where required.
8.2.2.4 Any required drawings or documents.
8.2.2.5 A list of City responsibilities.
8.2.2.6 A final acceptance criteria.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
8.2.2.7 An itemized cost proposal showing:
8.2.2.7.1 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.
8.2.2. 7 .2 Parts/materials.
8.2.2.7.3 Rental and/or specialty equipment.
8.2.2.7.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.
8.2.2.7.5 Any additional costs such as, but not limited to freight, permits, fees.
8.2.2.7.6 Breakdown of materials and labor sufficient to calculate all required taxes.
8.2.2.7.7 Estimated total cost including required taxes.
8.2.2.8 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.
8.2.2.9 Costs for any additional equipment, parts, or services required for completion of the 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.
8.2.2.10 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.
8.2.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.2.2, the City and Contractor may negotiate whether the cost for the work will be fixed price (lump sum) or based on specific rates of compensation (time and materials) for completion of the services.
8.2.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.
Contractor's final cost proposal shall be in conformance with Exhibit B and include:
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
8.2.2.12.1 A clear breakdown of materials and labor indicating taxable and non-taxable items, along with an estimate
of required taxes.
8.2.2.12.2 Separation of materials subject to tax so that payment for such materials and the associated taxes occur in a
single payment
8.2.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.
8.2.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.
8.2.3 Work Authorization
8.2.3.1 If the completion of the services in the Proposal will not result in total costs 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.
8.2.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work
Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.
8.2.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.
8.2.3.4 Each 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 as final approval for each Work Authorization except in those situations set forth in section
8.2.3.5 below.
8.2.3.5 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 Work Authorization.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
8.2.3.6 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.
8.2.4 Changes to Work Authorization
8.2.4.1 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 a Work Authorization or Purchase Order.
Contractor shall provide the reason for the change specific to each Purchase Order.
8.2.4.2 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.
8.2.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Purchase Order or changes to line items in a 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 8.2.3.2) or Purchase Order (as applicable) to authorize such additional services.
8.2.4.4 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.
8.3 Emergency Work Orders
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
8.3.1 An Emergency Work Order should be used 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.
8.3.2 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 followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.
8.3.3 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 Section 8.2 and shall also include all services required including those services already completed or initiated. City will issue a Work Authorization (if required pursuant to Section 8.2.3.2) and Purchase Order as soon as reasonably practicable.
8.4 A 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 a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable.
8.5 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 8.3 and
8.2.4.4 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.
8.6 If Contractor begins 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.
8.7 The City (through the individuals listed in Section 8.2.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, Interim Work 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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
8.8 Proposals, pricing quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.
8.9 Except in the case of emergency which shall confirm to the conditions of Section 8.3 or where the circumstances in Section 8.2.4.4 apply, Contractor shall not initiate the additional services and the City will not compensate the Contractor until the City has (1) executed the Work Authorization for such additional services, when applicable, and (2) issued a Purchase Order.
SECTION 9. APPLICABLE LAWS AND REGULATIONS
9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U.S.
Occupational Safety and Health Administration (OSHA), and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).
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 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 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 Services, the Contractor must correct the Services at no additional cost to the City.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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.
11.2 Contractor is responsible for obtaining an 811-dig permit for any Services that require digging.
SECTION 12. WARRANTY
12.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve ( 12) months from the date of completion of the Services as set forth in each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order.
Warranty-related work shall be at no additional cost to the City.
12.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shall extend the OEM warranty to a minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of any manufacturer's warranty or extended 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 site 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 Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 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 City's operations and private owners 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 the 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 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.
16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
16.3 Contractor shall recycle all material scraps, and credit the value to the City.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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. Contractor shall submit a copy of their IIPP at City's request and Contractor shall make it 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 use 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 of Services. Contractor shall investigate the reported 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
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City 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.
19.3.5 At 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 Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 or use alcohol, narcotics, firearms, illegal drugs, intoxicants, or other restricted materials while on the premises.
19.4.2 In the event a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.
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 use 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 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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 Services 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 used 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 use 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 Correspondence
20.9.2 Meeting minutes
20.9.3 Submittals and shop drawings
20.9.4 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.
20.9.5 Requests for Information (RFl's)
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Rev. 07-01-18
20.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.
20.9.7 Pay applications
20.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.
20.9.9 Pre-Task Plans (PTPs)
20.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports
20.9.11 All official reports, such as commissioning reports
20.9.12 Notices and claims
20.9.13 Operations and maintenance manuals
20.9.14 All close-out documents, and
20.9.15 All testing results
20.10Archive 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 the e-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 use 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 and materials to City. Contractor will pay all freight charges. All products and materials shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City at the location set forth in the applicable Work Authorization or Purchase Order.
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 the City. City will provide the Contractor with a contact name, phone number and shipping location.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.
1.2 The City does not guarantee any minimum compensation under this Agreement.
SECTION 2. RATES
2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Table B1 (Labor Rates) and Table B2 (Equipment Rates) attached and incorporated by reference.
2.2 Rates listed in Appendix B1 (Rates) are fully burdened and will remain fixed for the first two (2) years of the Agreement.
2.3 Rate Increase. After the first two years of the Agreement, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. 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 or Proposals 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 or Purchase 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 Proposal, Work Authorization, and 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 documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.
Reimbursable Expense Schedule
1. The cost of mailing, shipping and/or delivery of any documents or materials.
2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
Mark Up
No Markup
No Markup
Reimbursable Expense Schedule Mark Up
3. Charges for outside parts and services (including Not to exceed 10% subcontractor fees, parts, equipment, rental
equipment, materials, and facilities not furnished
directly by Contractor).
4. Other reimbursable expenses with prior written No Markup approval from the City
5. Allowable mileage will be charged at the prevailing No Markup IRS rate per mile . (Rental cars are reimbursed at
actual cost only. No mileage is applicable to rental
cars.)
6. Unless approved in writing (e-mail acceptable) in No Markup advance, meals, lodging, and related per diem shall
not exceed the rates outlined by United States
General Services Administration (GSA).
htt12s://www .gsa .gov/travel-resources . Airfare or
rental car, where applicable shall be at economy
rates.
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Materials. For Services authorized to be paid on a time and material basis, Contractor shall provide an invoice to the City on a monthly basis for services completed in the preceding month, pursuant to the rates listed in Table B1 (Labor Rates) and Table B2 (Equipment Rates) in Appendix 81 and in accordance with the Work Authorization. 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 Table B1 and Table B2 in Appendix B1 are charged.
Additionally, invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals.
3.2 Fixed Price . For Services authorized to be paid on a fixed price or lump sum basis , Contractor shall provide an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s) , as specified in the Purchase Order. Invoices must include the following information:
3.2.1 Invoice Number, Purchase Order Number, and Invoice Period.
Agreement with PAR Western Line Contractors , LLC
Rev. 07-01-18
3.2.2 Detailed information on 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 wages in advance of performing the applicable Services.
3.2.4 With regard to 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 the Services.
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.
3.9 Confidential. Invoices are not confidential even if marked as confidential when submitted.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
APPENDIX 81 TO EXHIBIT B
RATES
SECTION 1. RA TES
Contractor shall charge, and the City shall pay for actual services rendered and authorized according to the process outlined in Section 8 of Exhibit A. The rates applicable for the Services are listed below in Table B1 and Table B2.
In cases where services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before pertorming the services. For avoidance of doubt, any changes to the rates in Table B1 and Table B2 must be authorized in accordance with Section 2.3 of Exhibit B. Rate changes are not permitted as part of a Work Authorizations process.
TABLE 81 - LABOR RATES
Straight Time
Labor Classifications Hourly Rate
General Foreman $201.00
Foreman $191.00
Journeyman Lineman $179.00
Line Equipment Man $150.00
Apprentice 7th Step $166.00
Apprentice 6th Step $161.00
Apprentice 5th Step $155.00
Apprentice 4th Step $150.00
Apprentice 3rd Step $145.00
Apprentice 2nd Step $139.00
Apprentice 1st Step $134.00
Groundman $132.00
Project Manaqer $184.00
Project Coordinator $126.00
Material Handler $150.00
Safety Professional $179.00
TABLE 82 - EQUIPMENT RATES
Equipment
Single Man Bucket Truck
55' Bucket Truck
100' Bucket Truck
Dist. Diaaer Derrick
5 Yard Dump Truck
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
Overtime I Double Time
Hourly Rate
$320.00
$291.00
$271.00
$219.00
$248.00
$239.00
$229.00
$219.00
$209.00
$199.00
$189.00
$184.00
$286.00
$180.00
$220.00
$271.00
Hourly Billina Rates
$ 44.50
$ 46.60
$115.00
$ 48.00
$ 36.00
E ui ment Rates
4000 Gallon Water Truck $ 38.10
$ 22.80
$ 23.70
$ 17.60
Flatbed Trailer $ 13.90
Pole Trailer $ 12.40
Wire/Reel Trailer $ 12.70
Backhoe $ 58.20
$ 54.00
Machine $ 47.00
$ 12.30
und Puller $ 44.80
Parts
Parts manufactured by Contractor shall be at price authorized in Work Authorization. Parts from the original equipment manufacturer shall be at Contractor's actual cost plus 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices pursuant to Section 2.4 of Exhibit B.
SECTION 2. DEFINITIONS
The following definitions apply to the rates listed in Table B 1:
2.1 "Straight Time" means the first eight (8) hours worked between Monday and Friday, excluding U.S. Federal Holidays.
2.2 "Overtime" means the:
2.2.1 hours worked in excess of eight (8) hours, from Monday through Friday; or
2.2.2 first eight (8) hours worked on Saturdays.
2.3 "Double Time" means the:
2.3.1 hours worked in excess of twelve ( 12) hours from Monday through Friday; or
2.3.2 hours worked in excess of eight (8) hours on Saturdays; or
2.3.3 hours worked during U.S. Federal Holidays; or
2.3.4 hours worked on Sundays.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 and Advertising Injury
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.
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 five million dollars ($5,000,000) 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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 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 to the extent permitted by law, and except to the extent any loss, claim, damage, etc. is caused by the negligence, recklessness or willful misconduct of any party indemnified hereunder by Contractor.
D. POLLUTION LIABILITY
In the event that this contract involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor's Pollution Liability Insurance policy with coverage limits not less than two million dollars ($2,000,000) each claim in connection with the Work performed under this Contract. All activities contemplated in this agreement shall be specifically scheduled on the policy as "covered operations." Any deductible must be declared to the City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean-up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this Agreement. Contractor will use its best efforts to have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:
1. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.
2. Products/completed operations coverage shall extend for three (3) years after project completion.
3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.
4. If the insured is using subcontractors the Policy must include work performed "by or on behalf' of the insured.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
5. Policy shall contain no language that would invalidate or remove the insurer's duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.
E. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention. must first be approved in writing by the City Attorney's Office.
F. 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 12 19, or its equivalent forms for coverages other than Commercial General Liability.
2. Primary and non-contributing. To the extent of the indemnification obligations expressly assumed by Contractor hereunder, 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 indemnities may possess, including any self-insurance or self-insured retention they may have. To the extent of the indemnification obligations expressly assumed by Contractor hereunder, 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 reduction of limits 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, Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
4. 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 reflect that no cancellation or reduction of the limits 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.
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.
G. 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 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 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.
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.
H. 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 the insurance coverage with the endorsements indicated in Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, reasonably 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.
I. 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.
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
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
J. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
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 PAR Western Line Contractors, LLC
Rev. 07-01-18
EXHIBIT D
LABOR COMPLIANCE
This Exhibit 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 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.
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.
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. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. 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 Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 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 you 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.
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit 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 Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 Exhibit.
4. 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 PAR Western Line Contractors, LLC
Rev. 07-01-18
EXHIBIT E
SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and PAR Western Line Contractors, LLC ("Agreement"). This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using 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 Agreement:
Contractor's Project Manager: Name: Email:
City's Project Manager Name: Email:
Period of Performance for this Start Date: Expected Completion Date:
Work Authorization:
Maximum Compensation of Agreement:
Previously Committed Funds:
Available Funds
Maximum Compensation for this Work Authorization
Remaining Available Funds
Sufficient funds are available in Fund #:
(to be completed bv City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
Citv Proiect Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
Citv Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utilitv Officer
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
PART B: SERVICES TO BE PERFORMED
1. REVISED WORK AUTHORIZATION
□ 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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
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 Services 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:
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 of Services, 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.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.
5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.
D Acceptance Certificate required.
Agreement with PAR Western Line Contractors, LLC
Rev. 07-01-18
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-44 Agenda Date: 8/20/2024
REPORT TO COUNCIL
SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Amendments to Agreements with (a) Rising Edge Technologies (California), LLC, (b) Power Systems Professionals, Inc., (c) Electric Power Systems International, Inc., and (d) Delta Star, Inc. for As-Needed Maintenance, Repair, and Testing Services for Electrical Equipment for Silicon Valley Power
COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure
BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP) owns and maintains two power plants, along with several transmission, distribution, and substation facilities. These facilities use various types of electrical equipment, such as transformers, protective relays, circuit breakers, switchgears, battery systems, motor control centers, and electrical protection systems. SVP uses multiple contractors to perform regular maintenance, repair, and testing on this equipment. These contractors are essential for ensuring the reliability of the electrical equipment system.
DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.”
The RFP for Maintenance, Repair, and Testing Services for Electrical Equipment was published on the City’s e-procurement system. Five proposals were received from the following firms:
· ABM Electrical Power Services, LLC
· Delta Star, Inc.
· Electric Power Systems International, Inc.
· Power Systems Professionals, Inc.
· Rising Edge Technologies, LLC
The proposals were independently evaluated by a three-member evaluation panel against the criteria and weights published in the RFP, including experience, technical capability, and cost. The evaluation panel recommended entering into master agreements with Rising Edge Technologies (California), LLC, Power Systems Professionals, Inc., Electric Power Systems International, Inc., and Delta Star, Inc., as the highest-ranked proposers.
On June 1, 2024, after the evaluation committee selected the firms for the award, staff executed agreements with all four firms, each within the City Manager’s authority of $250,000. This action was City of Santa Clara Printed on 8/16/2024Page 1 of 3
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24-44 Agenda Date: 8/20/2024
to ensure the availability of contractors to perform critical repair services while awaiting City Council approval for an amount exceeding $250,000. Staff did not authorize any work under these agreements that exceeded the City Manager’s authority.
All four agreements are for a five-year term ending on May 31, 2029, with an option to extend the term by one additional year through May 31, 2030. Staff is seeking City Council approval for the City Manager to negotiate and execute amendments to the four agreements to increase the maximum compensation of each agreement with a total aggregate authorization maximum compensation not to exceed $10,000,000. This amount represents SVP’s estimate to maintain Silicon Valley Power’s high voltage electrical equipment. Rates for labor and materials are established in the agreements and are subject to reasonable annual increases after the initial fixed period. Any rate increases must be approved by the City and substantiated by the contractors to the satisfaction of the City.
Actual work will be assigned to the contractors pursuant to a secondary bid process. When work is identified, SVP will obtain quotes from all four contractors taking into account factors such as their schedule availability, experience, and cost. Staff requests authorization for the City Manager to negotiate and execute amendments as needed based on the value of projects awarded.
ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15301 of Title 14 of the California Code of Regulations as the services involve maintenance and repair of existing facilities and equipment.
FISCAL IMPACT
Staff recommends authorization for the City Manager to negotiate and execute amendments with an aggregate maximum compensation for all four agreements not to exceed $10 million over the five- year term. Sufficient funds are available in the FY 2024/25 Operating Budget in the Electric Utility Operating Fund or in the Capital Fund as applicable to each project assigned. Funding for future years will be included in the regular budget process.
COORDINATION
The report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
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, or by email to:[email protected] <mailto:[email protected]>.
RECOMMENDATION
1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of the California Code of Regulations;
2. Authorize the City Manager or designee to negotiate and execute amendments to agreements with: (a) Rising Edge Technologies (California), LLC, (b) Power Systems Professionals, Inc., (c) Electric Power Systems International, Inc., and (d) Delta Star, Inc., for as-needed electrical City of Santa Clara Printed on 8/16/2024Page 2 of 3
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24-44 Agenda Date: 8/20/2024
equipment maintenance, repair, and testing services for a five-year term ending May 31, 2029, to (a) increase the maximum compensation of each agreement, with a total aggregate maximum compensation of $10,000,000 among the four agreements, (b) add or delete services consistent with the scope of services, (c) adjust future rates to account for changes in labor rates, and (d) exercise a one-year option to extend the term of each agreement through May 31, 2030, to be funded by the SVP Operating or Capital Fund as applicable, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and
3. Authorize the City Manager to take any actions as necessary to implement and administer the above agreements as amended.
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
ATTACHMENTS
1. Agreement for Services with Rising Edge Technologies (California), LLC
2. Agreement for Services with Power Systems Professionals, Inc.
3. Agreement for Services with Electric Power Systems International, Inc.
4. Agreement for Services with Delta Star, Inc.
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EBIX Insurance No. S200005310
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RISING EDGE TECHNOLOGIES (CALIFORNIA), LLC.
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Rising Edge Technologies (California), LLC., a Delaware Limited Liability Company, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."
RECITALS
A. City desires to secure the services of Contractor to provide as-needed maintenance, repair, and testing services for electrical equipment ("Services"), as more fully described in this Agreement, in 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 and goods 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 - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Exhibit
Exhibit E - Sample Work Authorization Form
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
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.
2. TERM OF AGREEMENT
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 June 1, 2024 and terminate on May 31, 2029, ("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 one (1) additional year through May 31, 2030 ("Option Period") as determined by City. Such extension of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Period shall collectively be referred to as "Term".
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
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials 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 applicable to this Agreement.
Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials 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 Services or materials, City may make corrections or replace Services or materials 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.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Two Hundred and Fifty Thousand Dollars ($250,000), 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 including any taxes. All Services performed or supplies, materials and equipment 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.
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.
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.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
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.
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 outside the scope of the Services, 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 and for four (4) years from the date of final payment for Services or goods 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.
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 Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
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, 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 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. INSURANCE REQUIREMENTS
During the Term, 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.
16. 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 Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
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.
17. 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 email at [email protected] and
[email protected]
And to Contractor addressed as follows:
Rising Edge Technologies (California) LLC
825 W 16th Street
Newport Beach, CA 92663
and by e-mail at [email protected] 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.
18. 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 ).
19. 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 Rising Edge Technolog ies (California), LLC Rev. 07-01-18
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.
20. 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.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, 1ns1gnia, 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.
22. 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.
23. 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.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties.
25. 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.
26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.
Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws.
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
<~JJcg;r;
GLEN R. GOOGINS
City Attorney
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"CITY"
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: ( 408) 241-6771
RISING EDGE TECHNOLOGIES (CALIFORNIA), LLC
a Delaware Limited Liability
Dated: 06-04-2024
By (Signature): Eric Otterdahl
Name: Eric Otterdahl
Title: Division Manager
Principal Place of
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Business Address: 825 W 16th Street, Newport Beach, CA 92663 Email Address: e [email protected]
Telephone: (949) 933-3813
"CONTRACTOR"
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
EXHIBIT A - SCOPE OF SERVICES
TABLE OF CONTENTS
SECTION 1. GENERAL ........................................................................................... 10 SECTION 2. LOCATION .......................................................................................... 10 SECTION 3. SERVICES TO BE PERFORMED ...................................................... 11 SECTION 4. SPECIFIC REQUIREMENTS .............................................................. 15 SECTION 5. REPORTS ........................................................................................... 15 SECTION 6. COMPLETION OF SERVICES ........................................................... 16 SECTION 7. HOURS AND DAYS OF SERVICE ..................................................... 16 SECTION 8. SCHEDULING AND PLANNING ......................................................... 16 SECTION 9. WORK AUTHORIZATION PROCESS ................................................ 17 SECTION 10. APPLICABLE LAWS AND REGULATIONS ........................................ 22 SECTION 11. WORKMANSHIP ................................................................................. 22 SECTION 12. PERMITS AND LICENSES ................................................................. 23 SECTION 13. WARRANTY ....................................................................................... 23 SECTION 14. CITY FURNISHED MATERIALS ......................................................... 23 SECTION 15. WORK AREA ...................................................................................... 23 SECTION 16. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 24 SECTION 17. DISPOSAL OF WASTE & SCRAPS ................................................... 24 SECTION 18. SAFETY .............................................................................................. 25 SECTION 19. INJURY/PROPERTY DAMAGE .......................................................... 25 SECTION 20. CONTRACTOR PERSONNEL ............................................................ 26 SECTION 21. E-BUILDER ......................................................................................... 27 SECTION 22. TRANSPORTATION, SHIPPING, AND FREIGHT .............................. 30 Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
SECTION 1. GENERAL
1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, parts, materials, and supplies required to provide as-needed maintenance, repair, and testing services for electrical equipment ("Services") for Silicon Valley Power ("SVP"), the Electric Utility of the City of Santa Clara ("City" or "SVP").
1.2 Contractor will provide Services the following SVP assets:
1.2.1 Electric utility substations and associated equipment
1.2.2 Power generation facilities and associated equipment
1.2.3 Electric transmission and distribution facilities and associated equipment
1.2.4 Other assets as may be defined by City
1.3 Contractor shall perform all Services according to the original equipment manufacturer (OEM) standards and industry best practices, including but not limited to:
1.3.1 The American National Standards Institute /International Electrical Testing Association (ANSI/NETA) standards
1.3.2 Institute of Electrical and Electronics Engineers (IEEE) standards
1.3.3 Any deviations from these standards must be approved in writing by City.
1.4 To the extent not inconsistent with this Agreement, the City's RFP 23-24-08 (including subsequent updates) and Contractor's proposal response dated September 05, 2023 are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement In the event of a conflict between the Agreement (including its Exhibits) and the RFP 23-24-08 or Contractor's proposal, the Agreement (including its Exhibits) shall govern.
SECTION 2. LOCATION
2.1 Contractor will primarily perform the Services within the City of Santa Clara limits.
2.2 Contractor may be required to perform Services outside City limits at SVP's substations and facilities, including but not limited to:
2.2.1 Black Butte Powerhouse located in Orland, CA
2.2.2 High Line Powerhouse located in Orland, CA
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
2.2.3 Stony Gorge Powerhouse located in Orland, CA
2.2.4 Grizzly Hydroelectric Plant located in Plumas County, CA
2.2.5 Orland Junction Switchyard located in Orland, CA
2.2.6 SVP Switching Station located in San Jose, CA
2.2.7 Other locations requested by SVP such as manufacturer locations to perform factory acceptance testing.
SECTION 3. SERVICES TO BE PERFORMED
3.1 Maintenance and Repair Services - Contractor shall:
3.1.1 Provide Services on various electrical equipment located in City's substation, generation, and facilities, including but not limited to:
3.1.1.1 Transformers including generator step-up, phase shifting, current and potential transformers of varying megavolt amperes (MVA) ratings
3.1.1.2 Electromechanical, microprocessor-based, overcurrent, and solid-state relays
3.1.1.3 Low, medium, and high voltage circuit breakers, including outdoor utility-scale and tripping paths
3.1.1.4 Switchgears, surge arrestors, and station battery system
3.1.1.5 Motor control centers, buckets, and ancillary components
3.1.1.6 Bus ducts, bus bars, and duct heaters
3.1.1. 7 Electrical protection systems
3.1.1.8 Other low, medium, and high-voltage equipment
3.1.2 Provide preventative and corrective maintenance services, including but not limited to:
3.1.2.1 Visual inspections for evidence of any equipment damages, moisture, oil ring turning, and leaks
3.1.2.2 Commissioning services
3.1.2.3 Testing of oil samples for dissolved gas analysis and other insulating oil tests to determine the health of the equipment Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
3.1.2.4 Installation of electrical wiring and outdoor utility scale circuit breakers
3.1.2.5 Replacement or relocation of new low, medium, and high voltage electrical equipment
3.1.2.6 Cleaning of bushings and other electrical equipment to remove all dirt and contamination
3.1.3 Provide repair services, including but not limited to:
3.1.3.1 Repair or replacement of transformers, circuit breakers, tap changers, switchgear, and relays, including, but not limited to, transformer high voltage bushings and vacuum fill
3.1.3.2 Repair or replacement of electrical protection and station battery systems
3.1.3.3 Repair or replacement of fiber and multiplexer communications systems
3.1.4 Provide miscellaneous maintenance and repair services
3.2 Testing Services
Contractor shall provide testing services for electrical equipment, including but not limited to the following:
3.2.1 Switchyard Testing
3.2.1.1 Test bus work and surge arresters
3.2.1.2 Test equipment grounding and disconnect switches
3.2.1.3 Test voltage transformers (VTs) and combo units
3.2.1.4 Test sulfur hexafluoride (SF6) breakers
3.2.1.5 Test power transformers
3.2.2 Control Building Testing
3.2.2.1 Perform wire verification of control panels
3.2.2.2 Perform testing of station batteries & charging system
3.2.2.3 Test relays with or without logic testing, meters, supervisory control and data acquisition (SCADA), and communications equipment
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
3.2.2.4 Test primary Injections
3.2.2.5 Test station auxiliaries (e.g., alternating current (AC), fire, lighting, plugs, etc.), including functional testing
3.2.3 Medium and High Voltage Substation and Control Panel Testing Factory Acceptance Test
3.2.3.1 Perform wire verification of cubicles
3.2.3.2 Test breakers and automatic transfer switches
3.2.3.3 Test current transformers (CTs), potential transformers (PTs) and control power transformers (CPTs)
3.2.3.4 Perform functional testing
3.2.4 Factory Acceptance Test Services
Perform internal and external inspections of switchgear. Inspection services may include but are not limited to:
3.2.4.1 Inspect anchorage, alignment, grounding, clearances doors, access panels, insulators, barriers, and shutters for damage and proper operation
3.2.4.2 Test wiring and hardware according to the specifications provided by the City
3.2.4.3 Test and exercise active components (e.g., breakers to open and close, tap charger to be replaced easily, etc.)
3.2.5 Factory Acceptance
3.2.5.1 Verify Direct Current (DC) control functions and phasing to each device
3.2.5.2 Verify functionality to DC schematic and all relay modules (1/0)
3.2.5.3 Test breaker controls, panel layout alternating and direct current (AC/DC) circuits
3.2.5.4 Verify to ensure there is no arc flash hazardous, including testing bare fiber
3.2.5.5 Coordinate the bus high potential (Hipot) test with the City and manufacturer
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
3.2.5.6 Verify primary injections for current and potential transformers (CT/PT), circuits, relays, and meters
3.2.6 Pre-Energization Checks
3.2.6.1 Perform pre-energization system operational checks
3.2.6.2 Perform checks of all cut-out switches, test switches, grounds removed, and current transformers (CT) in service as specified by the City
3.2.6.3 Provide post-energization support services to support relay, meter, and equipment checks or make adjustments for proper equipment operation
3.2. 7 Contractor shall provide calibration testing to electrical equipment within its calibration timeline or as requested by the City,
3.2.8 Contractor shall provide record keeping as requested by the City (e.g,, maintain City's relay database). City will provide the formatting requirements and access to City's relay database.
3.2.9 Contractor shall perform system testing and commissioning, including loading settings developed by the City.
3.2.10 Contractor shall perform acceptance testing for all new and repaired equipment. City will specify the testing requirements in each Work Request (as defined in Section 9). Contractor and City shall jointly determine the testing and acceptance criteria.
3.2.11 Contractor shall. provide recommended corrective actions identified through testing.
3.2.12 Contractor shall provide miscellaneous testing services.
3.3 Additional Services
Contractor shall provide additional services that include but are not limited to:
3.3.1 Drafting services to update the drawings provided by the City to incorporate any changes made by Contractor.
3.3.2 Disposal of equipment and materials removed during performance of Services.
3.3.3 Vacuum oil filling services.
3.3.4 Mobile scanning services of drawings in substations.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
3.3.5 Miscellaneous maintenance, repair and testing services.
SECTION 4. SPECIFIC REQUIREMENTS
Contractor shall be responsible for providing the following, as required for the Services:
4.1 Logistical planning
4.2 Scheduling services
4.3 Supervision and administrative support
4.4 Program and project management services
4.5 Subcontractor management
4.6 On-site forklift services
4. 7 On-site crane support
4.8 On-site cribbing and rigging
4.9 On-site scaffolding services
4.10 On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.)
4.11 Expedited procurement and transportation of materials, parts, and equipment when requested by the City
SECTION 5. REPORTS
5.1 Service Reports
5.1.1 Within seven (7) days after final acceptance by the City of services associated with each Work Authorization (as defined in Section 9), Contractor shall provide a service report to the City, which shall include the following information:
5.1.1.1 Type of service, such as preventative maintenance, inspection, repair, or testing services
5.1.1.2 Summary of existing conditions
5.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective actions
5.1.1.4 Description of all routine maintenance activities Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
5.1.1.5 Results of routine testing performed
5.1.1.6 Description of all repair and/or replacement of electrical components performed
5.1.1.7 When changes are made to the electrical distribution system, updates to all applicable drawings and maintenance schedules to reflect the changes
5.1.1.8 Summary list of spare parts, including the serial number of all parts removed and installed
5.1.1.9 Other information requested by City
5.2 Status Reports
5.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed during the Term of the Agreement.
5.2.2 Depending on the work activity, status updates may be required daily, weekly, or monthly at the direction of the City.
5.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.
SECTION 6. 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, Interim Work Order, or Emergency Work Order as defined in Section 9.
SECTION 7. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services between 7:00 AM - 7:00 PM PST/PDT, Monday through Friday. City will, at its discretion, allow access during non business hours when required.
SECTION 8. SCHEDULING AND PLANNING
8.1 Contractor and City shall mutually agree to schedule outages associated with the performance of the Services. When requested by City, Contractor shall be able to plan, staff, and execute scheduled Services with thirty (30) days advance notice.
8.2 For critical equipment, Contractor may be required to work shifts longer than twelve (12) hours per day or alternative shifts including night shifts.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
8.3 Emergency Services
8.3.1 Contractor shall provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time.
Contractor shall respond via phone or email to an emergency request within 24 hours of the City's notification.
8.3.2 Contractor shall be on-site within 48 hours from notification to perform the Services.
8.3.3 Contractor shall repair the affected equipment or resolve the emergency within seven (7) business days. If Contractor is unable to repair the affected equipment or resolve the emergency within seven (7) business days, Contractor shall provide to the City a plan and schedule detailing when the emergency shall be resolved.
SECTION 9. WORK AUTHORIZATION PROCESS
9.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services, pursuant to separate agreements. Specific Services will be assigned as set forth in this Section. The City does not guarantee that any specific work will be authorized under this Agreement.
9.2 Non-Emergency Work
9.2.1 When Services are required, City will notify contractors under contract for maintenance, repair, and testing services for electrical equipment to provide a proposal for Services. City will provide a description of the Services required, the basis of award, the deadline for response, and any other relevant information (Work Request).
9.2.2 Proposal: Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:
9.2.2.1 A work plan that includes a detailed description by task of the services to be performed.
9.2.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.
9.2.2.3 A list of Contractor's personnel and subcontractors, including subcontractor Department of Industrial Relations (DIR) number where required.
9.2.2.4 Any required drawings or documents.
9.2.2.5 A list of City responsibilities.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
9.2.2.6 A final acceptance criteria.
9.2.2.7 An itemized cost proposal showing:
9.2.2.7.1 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.
9.2.2. 7 .2 Parts/materials.
9.2.2.7.3 Rental and/or specialty equipment.
9.2.2.7.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.
9.2.2.7.5 Any additional costs such as, but not limited to, freight, permits, and fees.
9.2.2.7.6 Breakdown of materials and labor sufficient to calculate all required taxes.
9.2.2.7.7 Estimated total cost including any required taxes.
9.2.2.8 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.
9.2.2.9 Costs for any additional equipment, parts, or services required for completion of the 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 additional cost to the City.
9.2.2.10 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.
9.2.2.11 Provided that Contractor's original Proposal includes all items listed in Section 9.2.2, the City and Contractor may negotiate whether the cost for the 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.
9.2.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
Contractor's final cost proposal shall be in conformance with Exhibit B and:
9.2.2.12.1 Include clear breakdown of materials and labor indicating taxable and non-taxable items, along with
an estimate of required taxes.
9.2.2.12.2 Include separation of materials subject to tax so that payment for such materials and the associated taxes
occur in a single payment.
9.2.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.
9.2.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.
9.2.3 Work Authorization
9.2.3.1 If the completion of the services in the Proposal will not result in total costs 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.
9.2.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.
9.2.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.
9.2.3.4 Each 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 as final approval for each Work Authorization except in those situations set forth in Section 9.2.3.5 below.
9.2.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
Order authorizing Services and the Purchase Order will serve as the Work Authorization.
9.2.3.6 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.
9.2.4 Changes to Work Authorization
9.2.4.1 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 a Work Authorization or Purchase Order.
Contractor shall provide the reason for the change specific to each Purchase Order.
9.2.4.2 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.
9.2.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Purchase Order or changes to line items in a Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services.
The City will issue a new or amended Work Authorization (if required pursuant to Section 9.2.3.2) or Purchase Order (as applicable) to authorize such additional services.
9.2.4.4 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.
9.3 Emergency Work Orders
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
9.3.1 An Emergency Work Order should be used 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.
9.3.2 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, followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.
9.3.3 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 Section 9.2 and shall also include all services required including those services already completed or initiated. City will issue a Work Authorization (if required pursuant to Section 9.2.3) and Purchase Order as soon as reasonably practicable.
9.4 A 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 a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable.
9.5 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 9.3 and
9.2.4.4 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.
9.6 If Contractor begins 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.
9.7 The City (through the individuals listed in Section 9.2.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, Interim Work 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.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
9.8 Proposals, pricing, quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.
9.9 Except in the case of emergency which shall conform to the conditions of Section 9.3 or where the circumstances in Section 9.2.4.4 apply, Contractor shall not initiate services and the City will not compensate Contractor until the City has (1) executed the Work Authorization for such services, when applicable, (2) issued a Purchase Order, and (3) directed Contractor to perform services.
SECTION 10. APPLICABLE LAWS AND REGULATIONS
10.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U.S.
Occupational Safety and Health Administration (OSHA), and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).
10.2 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 11. WORKMANSHIP
11.1 Contractor shall perform all Services in a professional 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.
11.2 All parts and/or components replaced or newly installed in the system shall be 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.
11.3 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.
11.4 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 Services, the Contractor must correct the Services at no additional cost to the City.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
SECTION 12. PERMITS AND LICENSES
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.
SECTION 13. WARRANTY
13.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve ( 12) months from the date of completion of the Services as set forth in each Work Authorization, Purchase Order, Interim Work Order, or Emergency Work Order.
Warranty-related work shall be at no additional cost to the City.
13.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shall extend the OEM warranty to a minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of the any manufacturer's warranty or extended manufacturer's warranty.
13.3 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 14. 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 15. WORK AREA
15.1 Contractor shall ensure that the work site 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.
15.2 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 Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.
15.3 Contractor must 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, electronic signs, barricades, caution tape, temporary paving, or steel plates.
15.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City's operations and others who may be impacted by Contractor's Services.
SECTION 16. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS
16.1 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 the Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.
16.2 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.
16.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.
16.4 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.
16.5 City will not be responsible for the loss of tools, equipment, or materials.
SECTION 17. DISPOSAL OF WASTE & SCRAPS
17.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.
17.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.
17.3 Contractor shall recycle all material scraps, and credit the value to the City.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
SECTION 18. SAFETY
18.1 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.
18.2 Contractor shall perform Services according to accepted industry standards and work/safety practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National Electrical Manufacturer's Association (NEMA), NETA, and IEEE standards.
18.3 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. Contractor shall submit a copy of their IIPP at City's request and Contractor shall make it available on-site.
18.4 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.
18.5 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).
18.6 Contractor must comply with SVP's clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.
18.7 Contractor's employees (including any subcontractors) shall use 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.
18.8 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 20) and Contractor employees.
SECTION 19. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
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 20. CONTRACTOR PERSONNEL
20.1 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 work tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.
20.2 Staffing
20.2.1 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.
20.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.
20.2.3 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.
20.3 Employee Training
20.3.1 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.
20.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.
20.3.3 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.
20.3.4 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.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
20.3.5 At the City's request, Contractor shall submit copies of training records for its employees.
20.4 Standards of Conduct
20.4.1 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:
20.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.
20.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.
20.4.1.3 Present or identify themselves as employees of the City of Santa Clara.
20.4.1.4 Possess or use alcohol, narcotics, firearms, illegal drugs, intoxicants, or other restricted materials while on the premises.
20.4.2 In the event that a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.
20.4.3 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 21. E-BUILDER
21.1 When required by City, Contractor shall use e-Builder for submission of data and documents throughout the Term of this Agreement.
21.2 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.
21.3 The City will establish the Contractor's access to e-Builder by providing licenses to 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 Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.
21.4 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.
21.5 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.
21.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within thee-Builder system) by the City and the Contractor will be jointly owned.
21.7 Contractor is responsible for managing, tracking, and documenting the Services 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.
21.8 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.
21.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be used 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 use 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 Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
submittal or process. Documents and information to be submitted electronically include, but are not limited to:
21.9.1 Correspondence
21.9.2 Meeting minutes
21.9.3 Submittals and shop drawings
21.9.4 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.
21.9.5 Requests for Information (RFl's)
21.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.
21.9.7 Pay applications
21.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.
21.9.9 Pre-Task Plans (PTPs)
21.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports
21.9.11 All official reports, such as commissioning reports
21.9.12 Notices and claims
21.9.13 Operations and maintenance manuals
21.9.14 All close-out documents, and
21.9.15 All testing results
21.10 Archive 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 the e-Builder for the duration of the Project. Such data Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.
21.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to use the new project management tool selected by the City.
SECTION 22. TRANSPORTATION, SHIPPING, AND FREIGHT
22.1 Contractor shall be responsible for shipment and delivery of all required products, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of Section 9 of Exhibit A and Section 2 of Exhibit B. All products, materials, and equipment shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City at the location set forth in the applicable Work Authorization or Purchase Order.
22.2 Contractor will pack and ship all products, materials, and equipment in accordance with good commercial practices.
22.3 Contractor shall ensure that products, materials, and equipment are insured against "all risks" from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from the City until received by the City.
22.4 Contractor shall notify the City at least sixty (60) minutes prior to the arrival of any deliveries to the City. City will provide the Contractor with a contact name, phone number, and shipping location.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION
1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 (Compensation and Payment) of this Agreement.
1.2 The City does not guarantee any minimum compensation under this Agreement.
SECTION 2. RATES
2.1 Contractor shall submit Proposals and invoice all Services at the rates listed in Appendix B1 (Rates) attached and incorporated by reference.
2.2 Rates listed in Appendix B1 are fully burdened and will remain fixed for the first two (2) years of the Agreement.
2.3 Rate Increase. After the first two years of the Agreement, rates may be negotiated no more than once annually. Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. 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 or Proposals 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 or Purchase Order shall be described in Contractor's Proposal as set forth in Section 9 of Exhibit A and accounted for in the total cost for each Proposal, Work Authorization, and 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 9 of Exhibit A, (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred. Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule.
Reimbursable Expense Schedule
1. The cost of mailing, shipping and/or delivery of any documents or materials.
2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.
Agreement with Rising Edge Technologies {California), LLC Rev. 07-01-18
Mark Up
No Markup
No Markup
Reimbursable Expense Schedule Mark Up
3. Charges for outside parts and services (including Not to exceed 10% subcontractor fees, parts , equipment , rental
equipment , materials , and facilities not furnished
directly by Contractor).
4. Other reimbursable expenses with prior written No Markup approval from the City
5. Except for the vehicles charged at the rates in No Markup Appendix B1, Contractor may invoice allowable
mileage at the prevailing IRS rate per mile. (Rental
cars are reimbursed at actual cost only. No mileage
is applicable to rental cars.)
6. Unless approved in writing (e-mail acceptable) in No Markup advance lodging shall not exceed the rates outlined
by United States General Services Administration
(GSA). htti;;!s://www.gsa.gov/travel -resources . Airfare or rental car, where applicable shall be at economy
rates . Per Diem shall be at the rates specified in
Table B-1.
SECTION 3. PAYMENT PROVISIONS
3.1 Time and Materials . For Services authorized to be paid on a time and material basis , Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month , pursuant to the rates listed in Table B1 (Labor Rates) and Table B2 (Equipment Rates) in Appendix B1 and in accordance with the Work Authorization. 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 Table B1 and Table B2 in Appendix B1 are charged . Additionally, invoices shall include sufficient detail to allow for accurate comparison with certified payroll submittals .
3.2 Fixed Price. For Services authorized to be paid on a fixed price basis , Contractor shall provide an invoice to the City in accordance with the Work Authorization and based on either (a) the percentage of services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s) , as specified in the Purchase Order. Invoices must include the following information:
3.2.1 Invoice Number , Purchase Order Number , and Invoice Period .
Agreement with Rising Edge Techno logies (California ), LLC Rev. 07-01 -18
3.2.2 Detailed information on 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 wages in advance of performing the applicable Services.
3.2.4 With regard to 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 the Services.
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.
3.9 Confidential. Invoices are not confidential even if marked as confidential when submitted.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
APPENDIX 81 TO EXHIBIT B
RATES
SECTION 1. RATES
Contractor shall charge, and the City shall pay for actual Services rendered and authorized according to the process outlined in Section 9 of Exhibit A The rates applicable for the Services are listed below in Table 81 and Table 82.
In cases where services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services. For avoidance of doubt, any changes to the rates in Table 81 and Table 82 must be authorized by an amendment to the Agreement in accordance with Section 2.3 of Exhibit 8. Rate changes are not permitted as part of a Work Authorization process.
Table 81 - LABOR RATES
Office Staff
Project Manager
Estimator
Health, Safety & Environment Manager
Quality Manager
Project Coordinator
Project Controller
Labor Classification
Test Supervisor
Senior Test Tech (Test A)
Test Tech (Test B)
General Foreman
Foreman
Substation Technician (Journeyman)
Substation Technician Trainee - Year 1
Substation Technician Trainee- Year 2
Substation Technician Trainee - Year 3
Onsite Services
Per Diem
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
Straight Time Overtime Hourly
Hourly Rate Rate
$180.00 $324.00
$102.00 $153.00
$157.00 $229.00
$102.00 $153.00
$79.00 $119.00
$72.00 $107.00
Overtime and
Straight Time Double Time
Hourly Rate Hourly Rate
$175.00 $315.00
$166.00 $290.00
$157.00 $278.00
$169.00 $302.00
$158.00 $279.00
$146.00 $256.00
$97.00 $163.00
$115.00 $198.00
$134.00 $233.00
Daily Rates
$50.00
TABLE B2~ EQUIPMENT RATES
Equipment
Service Truck
Tool Trailer
Dump Trailer
Flat Deck Trailer
Test Van
Primary Tool Kits
10,000 lbs. Reach Forklift
45' Aerial Lift
60' Aerial Man Lift
80' Aerial Man Lift
30 Ton Crane Truck with Operator
Skid Steer 259T ( or equivalent)
Mini Hoe - Sk Excavator w/ Rubber Tracks
Standard 30k Excavator
48" Slnqle Drum Roller/Compactor
24" Vibratinq Plate Compactor
2,000 Gallon Water Truck
25kW Diesel Generator - Towable
Filtered Oil Pump & Press Assembly
Breaker TiminQ & Analyzer
Ductor 1 00A Broman
Ductor 1 0A / Hand held MOM2
Doble Power Factor 1 0kV M4000
Ground Grid Tester
Grounds/ Stick/ Pot Tester
Omicron 356 / Doble 6150 Relay Test Set
Omicron CPC 100
Omicron Satellite Svnc Gear
Load Readinq Kit
Oil Sample Kit
Battery Impedance Test Set
Thermal Camera
AC/DC Power Supply
Primary Current Injector
Omicron CT Analyzer
VLF Hi Pot 60 kV
VLF Hi Pot 90kV
Decade Boxes
VLF Hi Pot Tan Delta 34 kV
Doble Leakaqe Reactance
Time Domain Reflector
Partial Discharqe Detector
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
Daily Billing Rates
$275.00
$350.00
$300.00
$200.00
$750.00
$350.00
$650.00
$450.00
$600.00
$750.00
$2,000.00
$450.00
$350.00
$500.00
$300.00
$150.00
$375.00
$450.00
$400.00
$300.00
$150.00
$75.00
$500.00
$150.00
$25.00
$550.00
$550.00
$200.00
$200.00
$ 50.00
$200.00
$300.00
$75.00
$500.00
$300.00
$200.00
$800.00
$60.00
$200.00
$75.00
$200.00
$500.00
Equipment Daily Billing Rates
Load Bank $200.00
Power DB Software $50.00
Power Quality Meter $100.00
Non-Electrical Test Kit $45.00
Wireless PhasinQ Set $180.00
Oil Containment Totes Per Tote
Oil Containment totes and CleaninQ fee $1,500.00
Parts
Parts manufactured by Contractor shall be at price authorized in the Work Authorization. Parts from the original equipment manufacturer shall be at Contractor's actual cost plus a 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices pursuant to Section 2.4 of Exhibit B.
SECTION 2. DEFINITIONS
The following definitions apply to the rates listed in Table 81:
2.1 "Straight Time" means the first eight (8) hours worked per day Monday through Friday, excluding U.S. Federal Holidays.
2.2 "Overtime" means the:
2.2.1 hours worked in excess of eight (8) hours, from Monday through Friday; or
2.2.2 first eight (8) hours worked on Saturday.
2.3 "Double Time" means the:
2.3.1 hours worked in excess of twelve (12) hours Monday through Friday; or
2.3.2 hours worked in excess of eight (8) hours on Saturdays; or
2.3.3 hours worked during U.S. Federal Holidays; or
2.3.4 hours worked on Sundays.
2.4 "Per Diemu means: An all-inclusive fee of $50 that covers cost of daily meals and incidentals related to travel when employees are required to travel, and such travel is authorized in advance by City. Per Diem does not include lodging or airfare expenses. Any airfare expenses shall be submitted according to Exhibit B Section 2.4.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18
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 throughout the Term, 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
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.
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 five million dollars ($5,000,000) 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.
Agreement with Rising Edge Technologies (California), LLC Rev. 07-01-18