Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EBIX Insurance No. S200004552
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
NAZ & CO. DBA TRUE BLUE AUTOMATION SERVICES
PREAMBLE
This Agreement, effective as of _____________________ (“Effective Date”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”) and Naz & Co. dba True Blue Automation Services, a California corporation (“Contractor”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services (“Services”) more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
In consideration of the above Recitals and the mutual covenants contained herein, 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
Exhibit C – Special Conditions
Exhibit D – Payment and Performance Bonds
Exhibit E – Insurance Requirements
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
Exhibit F – Labor Compliance Addendum
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control. This Agreement, including all the Exhibits set forth above, may be referred to as the “Agreement” or “Contract Documents.”
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and end on October 31, 2031.
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
A. Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based.
B. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non conforming work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is One Million, Five Hundred Thirty-Seven Thousand, Five Hundred Dollars ($ $1,537,500), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
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 Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
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. BOND REQUIREMENTS
A. Payment Bond. If required by law or otherwise specifically requested by City in Exhibit C attached hereto and incorporated herein by reference, Contractor shall execute and provide to City a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.
B. Performance Bond. If specifically requested by City in Exhibit C attached hereto and incorporated herein by reference, Contractor shall execute and provide to a Performance Bond in an amount required by the City and in a form approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.
C. Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within ten (10) days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by City. To the extent, if any, that the maximum compensation is increased in accordance with this Agreement, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.
D. Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedures Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
10. 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.
11. 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.
12. 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.
13. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
14. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
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.
15. 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 (together “Indemnified Parties”) 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 Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
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.
D. The Parties expressly agree that this Section 15 (HOLD HARMLESS/INDEMNIFICATION) will survive the expiration or early termination of the Agreement.
16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit E, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit E.
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 construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
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: Water & Sewer Utilities Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
Naz & Co. dba True Blue Automation Services
6200 Stoneridge Mall Road, Suite 300
Pleasanton, CA 94588
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.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
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 3.40.070), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
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.
Signatures on next page
The Parlies acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (a08) 61 5-221 0
Fax: (408) 241-6771
Berk Gurkan
Chief Executive Officer
6200 Stoneridge Mall Road, Suite 300
Pleasanton, CA 94588
925-808-7331
gzr-&o&: ?3 3 i
"CONTRACTOR"
"CITY'
NAZ & CO DBA TRUE BLUE AUTOMATION SERVICES
a California corporation
Dated:
By (Signature):
Name:
Title:
Principal Place of
Business Address:
Email Address:
Telephone:
Fax:
Agreement with Naz & Co dba True Blue Automation Services - Electrical Support Services for W&S Utilities
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EXHIBIT A
SCOPE OF SERVICES
1. GENERAL REQUIREMENTS
1.1. Contractor will be solely and completely responsible for the conditions of the job site, including safety of its workers and all persons and property during performance of work. Any hazardous conditions noted by Contractor will be reported immediately to the City.
1.2. Contractor will effectively partner with other sub-contractors, vendors, or suppliers as required to complete projects and as directed by the City.
1.3. Contractor will provide a Health and Safety and Injury and Illness Prevention Plan prior to commencing work.
1.4. Contractor (including subcontractors) will be an individual or firm licensed to do business in California and will obtain at Contractor’s expense all license(s) and permit(s) required by law for accomplishing all work required herein.
2. WORKMANSHIP AND MATERIALS
2.1. All materials and work will be in accordance with the rules and requirements of the National Electrical Code (NEC), Occupational Safety and Health Administration (OSHA), and any other applicable federal, state, and local laws and regulations. If Contractor experiences difficulty in achieving strict
compliance with all such applicable laws and regulations, Contractor must contact the City and submit an acceptable alternative plan to achieve conformance.
2.2. Contractor must warranty all workmanship and materials for a period of one (1) year from the date of acceptance by the City.
2.3. Completed work will be to the entire satisfaction of the City. The City will be the sole judge as to whether the materials or workmanship is acceptable.
Contractor will immediately replace, at its own expense, all unacceptable materials and services. Contractor will correct unacceptable materials and services within five (5) business days after notification by the City. The City will review and inspect all work completed by the Contractor which must be deemed as acceptable prior to payment.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
3. PROJECT MANAGEMENT
3.1. Contractor will work closely with City staff, including technicians, utility crew leaders, and supervisors, to determine work requirements.
3.2. Contractor will designate an Account Manager/Representative as the point of contact for the City. In addition and to the extent possible, Contractor will dedicate the same technicians and crew to service the needs of the City to allow for familiarity of the system and stations.
4. WORK ORDERS
4.1. When work under the contract is required, the City will notify Contractor regarding the location and general nature of work and will issue the proper work orders and instructions for the execution of work.
4.2. For non-emergency work, prior to the commencement of work, Contractor will provide City with a not to exceed estimated cost of the work based on the rates listed in Exhibit B and the time and level of effort anticipated to complete the work. After work has commenced, Contractor will notify City, with as much advanced notice as possible, if it is determined that the estimate will be exceeded.
4.3. Contractor must obtain written authorization from the City prior to commencement of work.
5. ELECTRICAL SUPPORT SERVICES
5.1. Contractor will perform electrical support services related to the City’s water, sewer, and storm assets, including but not limited to, the following:
5.2. Generators
5.2.1. Perform minor electrical testing, wiring or gauge replacement.
5.2.2. Test, remove, and/or reinstall various styles of block-heaters or any components thereof.
5.2.3. Ground short trace downs.
5.2.4. Obtain voltage, amperage, hertz or other needed quantitative electrical
measurements.
5.2.5. Diagnose and troubleshoot electrical problems or failures relating to electric generation on large diesel generators and manual/automatic transfer switches.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
5.3. Control Panels: Electric and Motor Controls
5.3.1. Install, maintain, and repair new and existing equipment.
5.3.2. Install, maintain, troubleshoot, and repair electrical and electronic control systems.
5.3.3. Test voltage, amps, ohms, hertz, and other quantitative measurements on power sources from 12VDC up to 600VAC (for up to three phases).
5.3.4. Test and troubleshoot switches, contactors, relays, motor control units, hour meters, panel lighting, gauges, instrumentation, panel indicator lights, and related panel features.
5.3.5. Wire new switches, contactors, breakers, relays, soft starters, Variable Frequency Drives (VFD), plugs, meters, Programmable Logic Controllers (PLC), and other control related features.
5.4. Pumps
5.4.1. Check rotation, phase change, phase loss, insulation testing, and overloads.
5.4.2. Measure amps, volts, hertz, and other quantitative measurements relating to proper
pump operations.
5.4.3. Inspect, remove, and reinstall power cables, cannon plug heads, sensors and other pump related electrical issues.
5.5. Site
5.5.1. Install, program, troubleshoot, and maintain existing electrical infrastructure at utility stations. The electrical infrastructure includes conduit and wiring, monitor and control of instrumentation, pumps and motors, panelboards, generators and the like.
5.5.2. Install and maintain new or existing electrical fixtures (such as lights, receptacles, conduit
(EMT and Rigid)), pulling wire into new or
existing conduits, service panel repair or installation, floats, transducers, sonic level equipment and all related site equipment needed for proper station operation in an indoor or outdoor application.
5.6. Valves
5.6.1. Adjust, maintain, troubleshoot, and repair automatic hydraulic control valves.
5.7. Special Projects/Other
5.7.1. Repair low voltage control circuits of all types, including motors and motor controls, SCADA equipment, communication equipment, and pump station equipment.
5.7.2. Install electrical circuit conduit and wiring in accordance with the Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
National Electric Code (NEC).
5.7.3. Repair, and troubleshoot PLCs, and VFDs, soft starts, and solenoid control valves.
5.7.4. Repair, and troubleshoot instrumentation such as pressure sensors, tank level sensors, flow meters, and tank mixers.
5.7.5. Install conduit and wiring. Land wiring to various different electrical components connecting to input, outputs, relays, contacts and terminations.
5.7.6. Install and program Human Machine Interface (HMI) for various types of instrumentation displays.
5.7.7. Report work order assignment results, including project blue-print and schematic discrepancies.
5.7.8. Conduct Meggering test to various different types of electrical and mechanical equipment.
5.7.9. Conduct other electrical work, tasks or projects as requested by the City.
5.7.10. Provide annual electrical preventative maintenance which includes general cleaning, inspection, thermal imagining, connection re- torque, etc.
5.7.11. Test and replace station main service disconnects for up to 900 Amps main breakers.
5.7.12. Provide support services related to start up and inspection services.
6. SERVICE CALL AND RESPONSE TIMES
6.1. Contractor will be available at any time, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year.
6.2. Regular scheduled work assignments will be executed during normal business hours from 7:00 AM to 5:00 PM Pacific Standard Time. Response time for regularly scheduled work assignments or tasks will be within three (3) working days after notification by the City.
6.3. In the event of an emergency, Contractor will respond and commence work within four (4) hours from receipt of the call. After hour emergencies that may occur at night, weekends, and holidays will also be addressed with a response time within four (4) hours after notification by the City.
6.4. It is intended that the vast majority of this work will be routine in nature and scheduled during regular business hours. However, emergency situations can occur. Failure to initiate service within the allocated response times will be grounds for cancellation of the contract, at the sole discretion of the City.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
6.5. Contractor agrees to provide the City with telephone numbers and addresses for key personnel, so that seven (7) day per week, twenty-four (24) hour per day contact can be made in the event of an emergency situation.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EXHIBIT B
SCHEDULE OF FEES
1. RATES
1.1. The City will compensate Contractor for Services on a time and materials basis in accordance with the rates listed in the table below. These hourly rates are fully loaded and include wages, overhead costs, general and administrative costs, travel and profit. Overhead costs includes all tools, equipment and related items (excluding specialty equipment) that may be required to perform the work.
1.1.1. Regular Hours. For Services provided during regular business hours, being Monday through Friday between 7:00am PST and 5:00pm PST (“Regular Hours”), Contractor will bill the City for a minimum of 4 hours of work per labor category completing the work, regardless of whether the work was completed in less than 4 hours.
1.1.2. Overtime/Weekend/Holiday Hours. Overtime rates will be applied for any work completed Monday through Friday after 5:00pm PST (“Overtime Hours”). Weekend/holiday rates will be applied for any work completed at any time on Saturdays, Sundays, or Holidays (“Weekend/Holiday Hours). Contractor will bill the City only for actual hours worked during Overtime Hours and Weekend/Holiday Hours.
There will be no minimum hours work requirement for Services provided during Overtime Hours or Weekend/Holiday Hours.
Description
Regular Hours
Monday - Friday
7:00am to 5:00pm
Overtime Hours
Monday - Friday
after 5:00 pm
Weekend/Holiday
Hours
Electrician $175 $250 $246
Electrical/Automation
Engineer $275 $300 $300
Apprentice Electrician - 6th $135 $149 $149
Apprentice Electrician - 7th $145 $160 $160
Apprentice Electrician - 8th $150 $165 $165
Apprentice Electrician - 9th $155 $171 $171
Apprentice Electrician - 10th $160 $176 $176
Material Handler $75 $83 $83
Parts and Materials/Specialty equipment rental Mark-Up not to exceed 10%
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
2. BOND COSTS
The City will compensate Contractor for the actual cost of required payment and performance bonds furnished in accordance with the Agreement, provided that such costs do not exceed 2.5% percent of the actual annual expenditures under the Agreement. Based on the estimated annual expenditures, the City estimates the maximum reimbursable cost for payment and performance bonds will be approximately $7,500 per year, for a maximum of $37,500 over the term of the Agreement. Reimbursement shall be limited to the actual documented costs of the required bonds and shall not exceed the applicable annual or total maximum amounts stated therein.
3. REIMBURSABLE EXPENSES
3.1. Contractor-purchased parts or materials will be based on the Contractor’s price from a wholesale supply house plus a mark-up of no more than 10%.
Contractor’s invoices will clearly show the manufacturer’s part number, description, supply house cost and percent mark-up cost. A copy of the supply house invoice shall be submitted with Contractor’s invoice.
3.2. Upon prior written approval by the City, Contractor may rent specialty equipment as needed to complete the requested Services. The City will reimburse Contractor for approved specialty equipment rental costs at actual cost plus a mark-up of no more than 10%. Contractor’s invoices will clearly show Contractor’s rental costs and the percent mark-up cost. A copy of the equipment rental invoice will be submitted with Contractor’s invoice.
3.3. Contractor will submit any request for reimbursement of payment or performance bond costs with its invoice for the applicable period. Each request will include sufficient supporting documentation to substantiate the actual cost incurred, including, at a minimum, a copy of the actual surety invoice or other documentation acceptable to the City identifying the bond, coverage period, and cost. The City will reimburse Contractor only for the actual, documented cost of required payment and performance bonds, subject to the annual and total maximum amounts established in this Agreement.
4. RATE INCREASES
4.1. Pricing is fixed for the initial year of the Agreement. During this period the price may not change.
4.2. After the first year of the Agreement, Contractor may request price adjustments consistent with the percentage change in the Consumer Price Index – All Urban Consumers for the San Francisco-Oakland-Hayward area, published by the U.S. Bureau of Labor Statistics. In no event will price adjustments exceed 4% per year. Contractor will submit any proposed rate adjustments in writing to the City at least sixty (60) days prior to the anniversary of the Effective Date of this Agreement. Any proposed rate Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
adjustments are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.
5. INVOICING
5.1. Upon completion of requested Services, Contractor will submit in invoice to the City for the completed Services. Invoices will be provided in a format approved by the City and subject to verification and approval by the City. City will pay Contractor within thirty (30) days of receipt of an approved invoice.
5.2. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.
5.3. Invoices shall be accurate, itemized, and submitted in a form acceptable to the City. If an invoice is incomplete or inaccurate, the City may return it to Contractor for correction and resubmittal before payment can be processed.
Contractor shall not charge the City any interest, late fees, or penalties on any outstanding or delayed invoices due to inaccurate billing.
5.4. The City shall not pay for time associated with administrative or billing-related tasks, including but not limited to preparing responses to Work Requests, addressing billing issues, or communicating with auditors.
5.5. 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.
5.6. Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Contractor.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EXHIBIT C
SPECIAL CONDITIONS
ARTICLE 1. BONDS
Within ten (10) calendar days from the date the Contractor is notified of award of the Agreement, the Contractor shall deliver to the City four identical counterparts of the Performance Bond and Payment Bond on substantially the form provided by the City and included as Exhibit D to the Agreement. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, authorized to do business as such in the State of California and satisfactory to the City.
The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EXHIBIT D
PAYMENT AND PERFORMANCE BONDS
ATTACHED BEHIND THIS PAGE
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:
THAT WHEREAS, the City of Santa Clara (hereinafter referred to as “City”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”).
WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorpor ated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.
NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and admini strators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements i n the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the Indemnified Parties, as stipulated and defined in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.
As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City , during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.
Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City’s option:
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as us ed in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.
Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.
The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__).
(Corporate Seal)
Contractor/ Principal
By
Title
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
(Corporate Seal) Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title
The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)
THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of
process in California, if different ___________________________________________ from above)
___________________________________________
(Telephone number of Surety and ___________________________________________ Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS That
THAT WHEREAS, the City of Santa Clara (hereinafter referred to as “City”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”); and
WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated __________________ (“Contract Documents”), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.
NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials , provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified.
This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.
It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of paym ent or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Suret y does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Sections 2819 and 2845 of the California Civil Code.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal) Surety
By
Attorney-in-Fact
Title
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General Number of Pages
Attorney-In-Fact
Trustee(s)
Guardian/Conservator Date of Document
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Signer(s) Other Than Named Above
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EXHIBIT E
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:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 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 one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS’ COMPENSATION
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.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. 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 Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.
3. General Aggregate. The general aggregate limits shall apply separately to Contractor’s work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer’s equivalent (CGL);
4. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.
5. 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 E, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
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.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting 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 e-mailed to: [email protected]
Or by mail to:
EBIX Inc.
City of Santa Clara - Water & Sewer Utilities Department P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
EXHIBIT F
LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
I. Prevailing Wage Requirements
1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.
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. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
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.
J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with Naz & Co dba True Blue Automation Services – Electrical Support Services for W&S Utilities
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
K. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.
City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.
These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.