Agenda — St. Helena City Council, February 13, 2024 (part 3 of 4)

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Exhibit A – Mechanical Equipment List
This list is subject to change. Additional equipment could be added during the course of the contract according to the needs of the city. Not all equipment on this list may need to be serviced by the selected contractor. The City may solicit a separate bid for pump maintenance and repair in the future. If you are unable to service any piece of equipment on this list, please list it in the contract exceptions Form 6.

Equipment
Number
Description Year Model
113 Excavator Trailer 1993 327494
512 Toyota Forklift 2004 N/A
303 5200 John Deere tractor 1993 N/A
310 Water Trailer 2000 N/A
219 310 G Backhoe 2004 N/A
Veermeer Dingo CTX100 2018
217 JC BSN Trailer 1976 1066984
233 Wanco WVTM 5C color SMS 2020
234 Wanco WVTM 5C color SMS 2020
235 Wanco WVTM 5C color SMS 2020
236 Solartech MB-22-448 2011
237 Solartech MB-22-449 2010
231 Water Trailer 2007 N/A
230 Tennet M-20 2006 N/A
240 Bomag roller 2014 N/A
216 Vermeer Chipper 100XL 2015 643121
218 Atlas Copco Air Compressor 2015 1457175
120 Vermeer Vac Trailer VX50-800 2018 SE 701057
114 Utility Trailer N/A N/A
112 D-35 John Deer excavator 2010 N/A
404 Transport Trailer 2003 1219519
412 Kubota KH381 N/A N/A
408 John Deer Skid Steer 2018
Skid Steer Trialer 2018
Gorman-Rupp 8" centrifical
pump
N/A
Gorman rupp 6" centrifical
pump
1996 N/A
Agenda Item #10.9.

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Exhibit C – Sample Professional Services Agreement

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on _____________, 2022 by and between the City of St. Helena, located in the County of Napa, State of California (City), and _______________________________ (Consultant).

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described as _________________________________.

B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.

NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:

SECTION 1 – BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit A, “Scope of Services” and made part of this Agreement.

SECTION 2 – ADDITIONAL SERVICES
Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in this Agreement or Exhibit A, “Scope of Services” (the “Services”), unless such additional Services and compensation are authorized in advance and in writing by the City Council or City Manager of the City.

SECTION 3 – TIME FOR COMPLETION
The time for completion of Services shall be as identified in Exhibit A, “Scope of Services”.

The parties expressly agree that time is of the essence in the performance of this Agreement.

SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified in Exhibit A, “Compensation” attached hereto and made a part hereof.

Total compensation shall not exceed $________ unless additional compensation is approved in accordance with Section 2.

B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. Each original invoice furnished shall include the expenses incurred during the preceding month, the cumulative Agreement amount, and the amount remaining on the Agreement. City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance Agenda Item #10.9.

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with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

SECTION 5 – STANDARD OF PERFORMANCE
A. Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons in the same or similar geographical area engaged in providing Services similar to those required of Consultant under this Agreement.

B. In order to induce City to enter into this Agreement, Consultant represents that it is duly organized, existing and in good standing under applicable state law; Consultant is licensed to perform all aspects of the Services; Consultant will employ only persons and Subconsultants with all required licenses and certifications; that Consultant is duly qualified to conduct business in the State; that Consultant has duly authorized the execution, delivery and performance of this Agreement and the Services to be performed herein; and that the Agreement does not violate or create a default under any instrument, agreement, order or decree binding on Consultant.

SECTION 6 – INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City, unless the parties mutually agree to extend such deadline. City shall reject work by a timely written explanation, otherwise Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects and fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, the sections pertaining to indemnification and insurance.

SECTION 7 – INSURANCE REQUIRED
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees, as indicated:

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

Agenda Item #10.9.

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1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

B. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations, as applicable. If Commercial General Liability Insurance or other form with a General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

C. Professional Liability Insurance. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, environmental engineer or other professional engineer, or land surveyor (“design professional”), Consultant shall maintain at least $2,000,000 of professional liability insurance. When Consultant is not a design professional, Consultant shall maintain at least $1,000,000 of professional liability insurance combined single limit for each occurrence, insuring against professional errors and omissions in the Services performed by Consultant under this Agreement, including, without limitation, claims for negligence, misrepresentation, violation of good faith and fair dealing, and inaccurate advise arising out of, resulting from, or in connection with Services performed by Consultant under this Agreement.

D. Excess Limits. If Consultant maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

E. Primary Coverage. For any claims related to this contract the Consultants insurance coverage shall be primary insurance as respects to City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Consultants insurance and shall not contribute with it.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.

G. Other Insurance Provisions. The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its agent, officers, officials, employees, and volunteers are to be covered as additional insured as respects: liability arising out of work or operations performed by the Consultant or Consultant’s subconsultants; or automobile owned, leased, hired or borrowed by the Consultant.

2. For any claims related to Consultant’s conduct while performing the work of this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its agents, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, officials, Agenda Item #10.9.

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employees or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subsection (b) of Section 2782 of the Civil Code.

H. Waiver of Subrogation. Consultant’s commercial general liability, automobile liability, workers’ compensation, and employer’s liability policies shall be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its agents, officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City.

I. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

J. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on forms that conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

SECTION 8 – INDEMNIFICATION
To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), as may be applicable, Consultant shall indemnify, defend, and hold harmless City, its agents, officers, officials, employees, representatives, and volunteers from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all costs and expenses in connection therewith, including legal fees and expert witness costs) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees, subconsultants, and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of, pertaining to, or relating to such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.

When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, professional engineer, or land surveyor (i.e., a “design professional,” pursuant to Civil Code § 2782.8(c)), the provisions of this section regarding Consultant’s duty to defend and indemnify apply only to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant.

If any action or proceeding is brought against Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify Indemnitees as provided above, Consultant, upon notice from City, shall defend Indemnitees at Consultant’s expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. Indemnitees need not have first paid for any of the matters to which Indemnitees are entitled to Agenda Item #10.9.

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Indemnification in order to be so indemnified. The insurance required to be maintained by Consultant shall ensure Consultant’s obligations under this section, but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this section shall survive the expiration or earlier termination of this Agreement.

The provisions of this section do not apply to claims to the extent occurring as a result of the City’s sole negligence, active negligence, or willful acts or misconduct.

Duty to Cooperate. Each party shall notify the other party immediately in writing of any claim or damage related to activities or Services performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of all Liabilities arising out of the activities or Services under this Agreement.

In the event that Consultant executes any subconsulting agreements in connection with the Services performed under this Agreement, Consultant shall place in all such subconsulting agreements, and cause its subconsultants to agree to, the indemnity and insurance obligations in favor of City and other Indemnitees, as provided herein, in the exact form and substance of those contained in this Agreement.

SECTION 9 – INDEPENDENT CONTRACTOR STATUS
Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.

Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

SECTION 10 – CONFLICTS OF INTEREST AND ANTI-FRAUD AND ANTI-CORRUPTION POLICIES Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.

City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related Services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.

Agenda Item #10.9.

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Consultant understands and acknowledges City maintains an anti-fraud and anticorruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing Services pursuant to the Agreement are (1) in good standing; (2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor(s) / subconsultant(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.

SECTION 11 – OWNERSHIP OF DOCUMENTS
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, improvements, developments, works of authorship, or other products developed or created by Consultant during the course of providing Services (collectively the “Work Product”) shall belong exclusively to City. The Work Product shall be considered a “work made for hire” within the meaning of Title 17 of the United States Code.

Without reservation, limitation, or condition, Consultant hereby assigns, at the time of creation of the Work Products, without any requirement of further consideration, exclusively and perpetually, any and all right, title, and interest Consultant may have in the Work Product throughout the world, including without limitation any copyrights, patents, trade secrets, or other intellectual property rights, all rights of reproduction, all rights to create derivative works, and the right to secure registrations, renewals, reissues, and extensions thereof.

SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION All information gained or work product produced by Consultant in performance of this Agreement shall be considered
confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.

Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work Agenda Item #10.9.

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performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided consultant gives City notice of such court order or subpoena.

If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.

Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.

SECTION 13 – SUSPENSION OF WORK
City may, at any time, by ten (10) days written notice suspend further performance by Consultant. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and Consultant shall be paid for Services performed and reimbursable expenses incurred prior to the suspension date.

SECTION 14 – COMPLIANCE WITH LAW
Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 15 – COMPLIANCE WITH CIVIL RIGHTS
During the performance of this contract, Consultant agrees as follows:

Equal Employment Opportunity. In connection with the execution of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, ancestry, age, sexual orientation, gender, gender identity and gender expression as protected categories specifically and expressively in that category, physical handicap, medical condition, marital status, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

Agenda Item #10.9.

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Nondiscrimination Civil Rights Act of l964. Consultant will comply with all federal regulations relative to nondiscrimination to federally-assisted programs.

Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitations, either by competitive bidding or negotiations, made by Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor, supplier, or lessor shall be notified by Consultant of Consultant’s obligations under this Agreement and the regulations relative to nondiscrimination.

SECTION 16 – COMPLIANCE WITH CALIFORNIA LABOR CODE REQUIREMENTS A. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

B. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

C. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

SECTION 17 – AUDIT AND INSPECTION OF RECORDS
Agenda Item #10.9.

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A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.

B. Consultant shall maintain all documents and records prepared by or furnished to Consultant during the course of performing the Services for at least three (3) years following completion of the Services. Such records include, but are not limited to, correspondence, internal memoranda, technical reports and investigations, calculations, books and accounts, accounting records documenting its work under its Agreement, and invoices, payrolls, records and all other data related to matters covered by this Agreement.

C. Consultant shall permit City to audit, examine and make copies, excerpts and transcripts from such records, and the Consultant shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any matter whatsoever for three (3) years after City makes the final or last payment or within three (3) years after any pending issues between City and Consultant with respect to this Agreement are closed, whichever is later.

SECTION 18 – LIMITATION OF LIABILITY
A. Consultant agrees that any liability of City arising in connection with this Agreement shall be limited exclusively to the City-entity identified as the “City” under this Contract. Under no circumstance shall any other City-entity be liable to Consultant under any theory, whether in contract, tort, or otherwise, and Consultant waives unconditionally any such claims. Consultant hereby waives and release other City-entites from any liability under this Agreement.

B. Notwithstanding any other provision of this Agreement, in no event shall City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with this Agreement or the Services performed hereunder.

SECTION 19 – COOPERATION BY CITY
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit A, “Scope of Services”, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement.

SECTION 20 – NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, sent by facsimile, email, or first class mail, addressed as follows:

To City: City Manager
1572 Railroad Avenue
St. Helena, California 94574
To Consultant: ____________________
____________________
____________________
Agenda Item #10.9.

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____________________
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, email, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
City may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice of termination to Consultant. If such notice is given, Consultant shall cease immediately all work in progress.
- If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
- Upon termination of this Agreement by either Consultant or City, all property belonging to City which is in Consultant’s possession shall be delivered to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in this Agreement.

SECTION 22 – ATTORNEYS’ FEES
If litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorneys’ fees, costs and expenses, in addition to any other relief to which it may be entitled. In addition, any legal fees, costs and expenses incurred to enforce the provisions of this Agreement shall be reimbursed to the prevailing party.

SECTION 23 – ENTIRE AGREEMENT
This Agreement, including the attached Exhibits, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.

SECTION 24 – SUCCESSORS AND ASSIGNS
This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties. However, this Agreement shall not be assigned by Consultant without written consent of the City.

SECTION 25 – CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff assigned to perform the Services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff assigned to perform the Services required under this Agreement, prior to any such performance.

Agenda Item #10.9.

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SECTION 26 – DEFAULT
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.

SECTION 27 – WAIVER
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 28 – LAW TO GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Napa. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Northern District of California, in San Francisco.

SECTION 29 – SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 30 – THIRD PARTY BENEFICIARIES
Consultant’s subconsultants shall agree to be bound to the terms of the Agreement to the extent of their scope of Services, including but not limited to, terms regarding indemnity and dispute resolution, and shall agree that City is deemed an express third party beneficiary of their subconsultant agreements. Nothing contained in this Agreement, however, shall operate to confer such or similar rights or benefits on persons or entities not party to this Agreement.

SECTION 31 – STATUTES OF LIMITATION
As between the parties to this Agreement, any applicable statute of limitations for action arising out of, pertaining to, or relating to any act or failure to act in connection with this Agreement shall commence to run on the date of City’s issuance of the final Certificate for Payment, or termination of this Agreement, whichever is earlier, except for latent defects and/or deficiencies, for which the applicable statute of limitation shall begin to run upon discovery of the defect and/or deficiency and its cause.

SECTION 32 – SPECIAL PROVISIONS
Agenda Item #10.9.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | EQUIPMENT MAINTENANCE AND REPAIR SERVICES PAGE 28
This Agreement is subject to the following special provisions: none.

IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.

Consultant: City:

By: ________________________________ By: ________________________ Name: ______________________________ Name: Anil Comelo
Title:________________________________ Title: City Manager Approved as to Form:

By: _________________________________
Name: Ethan Walsh
Title: City Attorney
Agenda Item #10.9.

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Agenda Report to the City Council
Agenda Section: CONSENT ITEMS
Department: Public Works
DATE: February 13, 2024
FROM: Lesley Milton, Asst. to the City Manager
SUBJECT: Consideration and proposed adoption of a Resolution authorizing a 3-year Professional Services Agreement with C&D Power for a not-to-exceed contract amount of
$210,000 for electrical generator maintenance, testing, and repair services.

GOAL: Goal 2: Improve Infrastructure & Further Environmental Sustainability, Goal 7: Enhance Organizational
Effectiveness

RECOMMENDED
ACTION:

Approval of the Resolution.

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
PURPOSE:

Authorization to execute a three-year contract for
Generator Maintenance, Testing, and Repair Services.

FINANCIAL IMPACT: The Financial Impact is $70,000 annually with a total notto-exceed contract amount of $210,000 over the course of a three-year term. The annual contract amount is already included in the FY24 and FY25 operating budgets.

BACKGROUND:

The City owns and maintains 11 electrical generators for use at different facilities in the event of emergency. Each generator requires routine maintenance services to keep it operational, to eliminate or reduce the incidents of malfunction, and extend the useful life of the equipment. Good preventative maintenance of our systems require annual maintenance and load testing at least twice per year to ensure they are in proper order when needed. It is in the best interest of the City to have a contracted generator maintenance provider for these services on a scheduled basis, as well as be available for on-call services when necessary.

DISCUSSION:

A Request for Proposals was released on December 20, 2023, for Electrical Generator maintenance and repair services. The services required consisted of a regular scheduled maintenance program (including routine adjustments and repairs) as well as as-needed and as-requested, non-routine and/or emergency maintenance and repairs for the generators owned and operated by the City in accordance with the Service Locations and Equipment List included in the bid. Service and maintenance of emergency generators consists of checking and replenishing all oils and lubricants, Agenda Item #10.10.

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performing preventative maintenance, and emergency repairs to make generators operational.

Bid responses were due on January 15, 2024, and four proposals were received. All four were verified as responsive, then rated by the Electrical Generator Maintenance and Repair RFP selection team.

Bidding Firms
C&D Power
JL Mechanical
Collicut Energy Systems Inc
Odyssey Power Corporation
The City’s Purchasing Policy requires contracts for maintenance services to be awarded to the lowest priced responsible and suitable bidder taking into consideration quality, service, fitness or capacity to the particular requirements of the City, and price. Taking into consideration quality, services, fitness or capacity to the particular requirements of the City, and price, the proposal provided by C&D power has been verified as the lowest responsive and responsible.

Staff has verified with C&D Power and recommends authorization to enter into a professional services agreement for a 3-year period, with two possible one-year extensions with an annual contract value of $70,000 per year totaling a not-to-exceed value of $210,000.

ENVIRONMENTAL REVIEW: Not a CEQA Project.

DOCUMENTS ATTACHMENTS:

Resolution CD Power Generator
PSA C&D Power Generators
Bid Response generator
20231220 RFP Generator Maintenance and Repair
Agenda Item #10.10.

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CITY OF ST. HELENA
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST.

HELENA APPROVING PROFESSIONAL SERVICES

AGREEMENT WITH C&D POWER FOR ELECTRICAL
GENERATOR MAINTENANCE SERVICES FOR A THREE (3)

YEAR CONTRACT PERIOD FOR A TOTAL NOT-TO-EXCEED
AMOUNT OF $210,000 WITH UP TO TWO ADDITIONAL 1-YEAR

EXTENSIONS AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE AGREEMENT

RECITALS
A. WHEREAS, The City owns and maintains 11 electrical generators for use at different facilities in the event of emergency. Each generator requires routine maintenance services to keep it operational, to eliminate or reduce the incidents of malfunction, and extend the useful life of the equipment.

B. WHEREAS, It is in the best interest of the City to have a contracted Generator Maintenance provider for these services on a scheduled basis, as well as be available for on-call services when necessary.

C. WHEREAS, A request for Proposals was released on December 20, 2023, for electrical generator maintenance services, and bids were received on January 15, 2024.

D. WHEREAS, Four proposals were received and each was evaluated based on quality of application, consultant identification and team, references and project examples, as well as cost and all were deemed responsive.

E. WHEREAS, The City’s Purchasing Policy requires contracts for maintenance services to be awarded to the lowest priced responsible and suitable bidder taking into consideration quality, service, fitness or capacity to the particular requirements of the City, and price and in doing so, the proposal provided by C&D Power has been verified as the lowest responsive and responsible.

RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:

Agenda Item #10.10.

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1. Authorizes the execution of a Professional Service Agreement with C&D Power for electrical generator maintenance services for an initial three years with for a total not-to-exceed amount of $210,000.00 with two optional one-year extensions.

2. Authorize the City Manager to execute the agreement.

Approved at a Regular Meeting of the St. Helena City Council on February 13, 2024, by the following vote:

Mayor Paul Dohring: _____
Vice Mayor Eric Hall: _____
Council Member Anna Chouteau: _____
Council Member Billy Summers: _____
APPROVED: ATTEST:
______________________ ________________________
Paul Jamison Dohring, Mayor Cindy Tzafopoulos, City Clerk Agenda Item #10.10.

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AGREEMENT FOR PROFESSIONAL SERVICES
Electrical Generator Maintenance and Repair Services
THIS AGREEMENT, made and entered into on February 13, 2024 by and between the City of St. Helena, located in the County of Napa, State of California (City), and C&D Power (Consultant).

RECITALS:

A. The City owns and maintains 11 electrical generators for use at different facilities, in the event of emergency. Each of which require routine maintenance services to keep it operational, to eliminate or reduce the incidents of malfunction and extend the useful life of the equipment.

B. It is in the best interest of the city to have a contracted Generator Maintenance provider for these services on a scheduled basis, as well as be available for on-call services when necessary.

C. A request for Proposals was released on December 20, 2023 for electrical generator maintenance services, and bids were received on January 15th, 2024.

D. Four proposals were received and each was evaluated based on quality of application, consultant identification and team, references and project examples, as well as cost and all were deemed responsive.

E. The City’s Purchasing Policy requires contracts for maintenance services to be awarded to the lowest priced responsible and suitable bidder taking into consideration quality, service, fitness or capacity to the particular requirements of the City, and price and in doing so, the proposal provided by C&D Power has been verified as the lowest responsive and responsible.

NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:

SECTION 1 – BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit A, “Scope of Services” that was included in the Request for Proposals and made part of this Agreement. Within the first month of this contract, the Public Works department and the Consultant will draft and agree upon a preventative maintenance schedule for equipment listed in Exhibit B “Generator Equipment List” and charged according to Fee Schedule in section 4. All other services will be provided on an on-call basis, and are conditioned upon response times as listed in Section 3.

SECTION 3 – TIME FOR COMPLETION
Agenda Item #10.10.

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The term of this agreement is for three years, with the option of two one (1) year extensions that can be issued upon written agreement of both parties within 30 days of contract expiration.

Work will generally be performed Citywide between the hours of 7:00 AM and 5:00 PM, Monday through Friday. During emergencies, work may be required at other than normal business hours. The Contractor must receive the approval of the Director of Public Works, or authorized representative, prior to commencing any work in all cases.

Contractor is required to provide the City with a 24-hour emergency number for contact outside normal working hours. The response to an emergency call-out by the Contractor shall not be more than (2) hours. Requests deemed to be “emergencies” shall be responded to immediately with all possible haste, arriving at the service location within four (4) hours of first notification.

Routine requests shall be responded to within eight (8) hours of first notification unless the Director of Public Works or designee thereof agrees upon other arrangements.

SECTION 4 – COMPENSATION AND METHOD OF PAYMENT
A. Subject to any limitations set forth in this Agreement, City agrees to pay consultant the amount specified for each service described in Section 1, at the rates listed in the below Rate Schedule. Total compensation shall not exceed $210,000.00 unless additional compensation is approved in accordance with Section 2.

Rate Schedule
Consultant will furnish all labor, materials, equipment, and supplies for generator maintenance and repair services in accordance with the Contract Documents to the satisfaction and under the direction of the Director of Public Works, at the following rates:

Item
No.

Item Rate

1. Hourly Rate for Repairs $197/hour

2. Hourly Rate for Repairs after normal business hours & Emergency call out rate
$276/hour weekdays
$360/hour weekends

3. Trip charge rate or fee $800.00/trip
Agenda Item #10.10.

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B. Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories if applicable: labor (by sub-category), travel, materials, equipment, supplies, subconsultant contracts, and miscellaneous expenses. Each original invoice furnished shall include the expenses incurred during the preceding month, the cumulative Agreement amount, and the amount remaining on the Agreement. City shall independently review each invoice submitted to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses.

Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

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herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons in the same or similar geographical area engaged in providing Services similar to those required of Consultant under this Agreement.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

B. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

3. Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

Agenda Item #10.10.

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C. Professional Liability Insurance. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, environmental engineer or other professional engineer, or land surveyor (“design professional”), Consultant shall maintain at least $2,000,000 of professional liability insurance. When Consultant is not a design professional, Consultant shall maintain at least $1,000,000 of professional liability insurance combined single limit for each occurrence, insuring against professional errors and omissions in the Services performed by Consultant under this Agreement, including, without limitation, claims for negligence, misrepresentation, violation of good faith and fair dealing, and inaccurate advise arising out of, resulting from, or in connection with Services performed by Consultant under this Agreement.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions of $25,000 or greater must be declared to and approved by the City.

G. Other Insurance Provisions. The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Agenda Item #10.10.

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I. The Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

SECTION 8 – INDEMNIFICATION
A. To the fullest extent allowed by law (including without limitation California Civil Code Sections 2782 and 2782.8), as may be applicable, Consultant shall indemnify, defend, and hold harmless City, its agents, officers, officials, employees, representatives, and volunteers from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all costs and expenses in connection therewith, including legal fees and expert witness costs) (collectively, “Liabilities”), incurred by reason of any negligent or otherwise wrongful act or omission of Consultant, its officers, agents, employees, subconsultants, and subcontractors, or any of them, under or in connection with this Agreement; and Consultant agrees at its own cost, expense and risk to defend any and all claims, actions, suits, or other legal proceedings brought or instituted against City, its agents, officers, officials, employees and volunteers, or any of them, arising out of, pertaining to, or relating to such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments.

B. When Consultant under this Agreement is duly licensed under California Business and Professions Code as an architect, landscape architect, professional engineer, or land surveyor (i.e., a “design professional,” pursuant to Civil Code § 2782.8(c)), the provisions of this section regarding Consultant’s duty to defend and indemnify apply only to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant.

C. If any action or proceeding is brought against Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify Indemnitees as provided above, Consultant, upon notice from City, shall defend Indemnitees at Consultant’s expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. Indemnitees need not have first paid for any of the matters to which Indemnitees are entitled to Indemnification in order to be so indemnified. The insurance required to be maintained by Consultant shall ensure Consultant’s obligations under this section, but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this section shall survive the expiration or earlier termination of this Agreement.

D. The provisions of this section do not apply to claims to the extent occurring as a result of the City’s sole negligence, active negligence, or willful acts or misconduct.

E. Duty to Cooperate. Each party shall notify the other party immediately in writing of any claim or damage related to activities or Services performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of all Liabilities arising out of the activities or Services under this Agreement.

Agenda Item #10.10.

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F. In the event that Consultant executes any subconsulting agreements in connection with the Services performed under this Agreement, Consultant shall place in all such subconsulting agreements, and cause its subconsultants to agree to, the indemnity and insurance obligations in favor of City and other Indemnitees, as provided herein, in the exact form and substance of those contained in this Agreement.

SECTION 9 – INDEPENDENT CONTRACTOR STATUS
A. Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner or to incur an obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.

B. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, employees or agents of City.

C. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

SECTION 10 – CONFLICTS OF INTEREST AND ANTI-FRAUD AND ANTICORRUPTION POLICIES A. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts with the interests of City in the performance of this Agreement.

B. City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related Services for other governmental agencies and private parties. Consultant is aware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.

C. Consultant understands and acknowledges City maintains an anti-fraud and anticorruption policy to protect the City, its operations, and its employees from and against financial risks, operational breaches, and unethical, fraudulent and corrupt activities. Consultant represents and warrants that Consultant, its subcontractor(s) / subconsultant(s) and their respective employees providing Services pursuant to the Agreement are (1) in good standing; Agenda Item #10.10.

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(2) have not been previously investigated, convicted, or debarred for fraudulent or corrupt activities; (3) will not participate in fraudulent or corrupt activities, and (4) will take steps to ensure that its employees and subcontractor(s) / subconsultant(s) employees do not participate in any fraudulent or corrupt activities. Consultant acknowledges and agrees further that it has a duty to and will report to City any information or incident(s) about possible fraudulent or corrupt activities Consultant may discover, and will cooperate in any fraud or corruption investigation conducted, with respect to Consultant’s service provided pursuant to this Agreement.

SECTION 11 – OWNERSHIP OF DOCUMENTS
A. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. When requested by City, but no later than three years after project completion, Consultant shall deliver to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.

B. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, improvements, developments, works of authorship, or other products developed or created by Consultant during the course of providing Services (collectively the “Work Product”) shall belong exclusively to City. The Work Product shall be considered a “work made for hire” within the meaning of Title 17 of the United States Code. Without reservation, limitation, or condition, Consultant hereby assigns, at the time of creation of the Work Products, without any requirement of further consideration, exclusively and perpetually, any and all right, title, and interest Consultant may have in the Work Product throughout the world, including without limitation any copyrights, patents, trade secrets, or other intellectual property rights, all rights of reproduction, all rights to create derivative works, and the right to secure registrations, renewals, reissues, and extensions thereof.

SECTION 12 – CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.

B. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement.

Response to a subpoena or court order shall not be considered “voluntary” provided consultant gives City notice of such court order or subpoena.

C. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of Agenda Item #10.10.

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deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.

SECTION 15 – COMPLIANCE WITH CIVIL RIGHTS
During the performance of this contract, Consultant agrees as follows:

A. Equal Employment Opportunity. In connection with the execution of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, ancestry, age, sexual orientation, gender, gender identity and gender expression as protected categories specifically and expressively in that category, physical handicap, medical condition, marital status, sex, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.

B. Nondiscrimination Civil Rights Act of l964. Consultant will comply with all federal regulations relative to nondiscrimination to federally-assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment.

In all solicitations, either by competitive bidding or negotiations, made by Consultant for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor, supplier, or lessor shall be notified by Consultant of Consultant’s obligations under this Agreement and the regulations relative to nondiscrimination.

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Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

SECTION 17 – AUDIT AND INSPECTION OF RECORDS
A. Records of Consultant’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to City if and when required for a period of up to 3 years from the date of Consultant’s final invoice.

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years after City makes the final or last payment or within three (3) years after any pending issues between City and Consultant with respect to this Agreement are closed, whichever is later.

Consultant hereby waives and release other City-entities from any liability under this Agreement.

To City: City Manager
1088 College Avenue
St. Helena, California 94574
To Consultant: Michael Santorino
Business Development Manager
150 Nardi Ln
Martinez, CA 94553
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, email, or, if mailed, three (3) days after deposit in the custody of the U.S. Postal Service.

SECTION 21 – TERMINATION
A. City may terminate this Agreement, with or without cause, at any time by giving ten (10) days written notice of termination to Consultant. If such notice is given, Consultant shall cease immediately all work in progress.

Agenda Item #10.10.

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B. If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.

C. Upon termination of this Agreement by either Consultant or City, all property belonging to City which is in Consultant’s possession shall be delivered to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in this Agreement.

SECTION 26 – DEFAULT
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default and may terminate this Agreement immediately by written notice to Consultant.

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any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 32 – SPECIAL PROVISIONS
This Agreement is subject to the following special provisions: none.

IN WITNESS WHEREOF, the parties hereto have accepted, made, and executed this Agreement upon the terms, conditions, and provisions above stated, the day and year first above written.

Consultant: City:

By: ________________________________ By: ________________________ Name: Michael Santorino Name: Anil Comelo
Title: Business Development Manager Title: City Manager Approved as to Form:

Agenda Item #10.10.

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By: _________________________________
Name: Ethan Walsh
Title: City Attorney
Agenda Item #10.10.

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EXHIBIT A – SCOPE OF WORK
Contractor will perform bi-annual preventative maintenance according to manufacturer recommendations and annual load testing for multiple emergency generators and be available for any unscheduled emergency repairs. Certain portions of the Services will be regularlyscheduled preventive maintenance (“PM”) services (Outlined in Exhibit B- Generator Annual Inspection Overview) and certain portions of the Services will be performed on an On-Call basis (“On-Call”), meaning that City of St. Helena may request unscheduled maintenance or repair/replacement services to remedy an unexpected equipment issue or emergency.

Contractor shall provide firmed fixed rates for PM tasks on Cost Proposal. Any On-Call type Services performed under this Contract will be authorized by City of St. Helena via the issuance of a written work order.

A. The Contractor must complete and timely perform all of the services under the Contract and provide for all manner and type of tools, equipment, supplies, and materials required to successfully perform the services under the Contract B. Work will generally be performed Citywide between the hours of 7:00 AM and 5:00 PM, Monday through Friday. During emergencies, work may be required at other than normal business hours. The Contractor must receive the approval of the Director of Public Works, or authorized representative, prior to commencing any work in all cases.

C. Contractor shall maintain an adequate crew of employees to perform the service required.

D. Unit prices for after-hours or emergency work shall be for actual time spent on the job site. No travel time will be paid.

E. Contractor shall protect any and all private property adjacent to work areas. Any damage to private property resulting directly or indirectly from Contractor’s actions shall be the responsibility of the Contractor.

F. All employees of Contractor shall wear a uniform or shirt that clearly identifies the company
G. Contractor must be able to provide a list of employees’ names, dates worked and hour worked on each date, for each project or job within the City of St. Helena, if requested.

H. Contractor shall use and furnish all vehicles and equipment necessary for the satisfactory performance of the work set forth in this RFP/contract. All vehicles and equipment shall display the name and/or logo of Contractor’s company. The name and logo shall be large enough to be easily legible from a distance of fifty (50) feet, during the course of their work. Contractor shall keep all vehicles and equipment in a neat and clean appearance and maintained in excellent mechanical condition I. Contractor is required to provide the City with a 24-hour emergency number for contact outside normal working hours. The response to an emergency call-out by the Contractor shall not be more than (2) hours.

J. Contractor shall comply with all City regulations regarding National Pollutant Discharge Elimination System (NPDES) Requirements and the City’s Best Management Practices (BMP’s). Contractor shall not discharge anything to the storm drain, creek or adjacent water ways. Contractor shall implement any and all BMP’s as may be necessary.

K. The Contractor should expect service requests outside of the Contractor’s normal working hours. These service requests may be given by telephone, email, written correspondence, or other means for reporting system-related problems, damages, and emergencies as mutually agreed upon.

L. Maintenance Records
i. The Contractor shall keep a current, permanent operational record of all services performed at a service location, including, but not limited to, routine maintenance, service calls and extraordinary maintenance, for each and every piece of Agenda Item #10.10.

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Generator Maintenance and Repair Services – C&D Power
2024
equipment that the Contractor is required to maintain by this Contract. These records shall be kept at each maintained location on a form approved by the City.

A copy of such record shall be provided within two (2) calendar days upon request of the Director of Public Works or designee thereof. The form shall include, at a minimum, the date, time, description of device including all model, part or serial numbers, narrative of deficiencies encountered, and a detail of any and all corrective action(s) taken.

M. Response Criteria for Emergency Routine Services
i. The Contractor must ascertain whether service requests are of an “emergency” nature requiring an immediate response or whether the request is general in nature requiring routine response. Requests deemed to be “emergencies” shall be responded to immediately with all possible haste, arriving at the service location within four (4) hours of first notification. Routine requests shall be responded to within eight (8) hours of first notification unless the Director of Public Works or designee thereof agrees upon other arrangements.

Preventative Maintenance For Generators
Maintenance will be required according to the manufacturers specifications and may include items listed below:

Annual Service Overview for stationary and mobile generators - Inspect Fuel & Oil Lines, hoses, belts and wires.
- Check Fluid Levels.
- Load Test Battery.
- Check Charger operation.
- Inspect Transfer Switch for signs of wear and heat.
- Check Operation of Exercise Clock.
- Test run unit and visually inspect for leaks.
- Check oil pressure.
- Check for signs of vibration, wear and heat.
- Check outputs.
- Replace Oil / Filters
- Provide Inspection Report and will make recommendations as needed.

Please note that this list is not exhaustive but is an example of the services to be performed during annual servicing. Please refer to manufacturer specifications for complete annual maintenance servicing list.

Agenda Item #10.10.

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Generator Maintenance and Repair Services – C&D Power
2024
Exhibit B – Generator Equipment List
* additional equipment could be added during the course of the contract according to the needs of the city
Generator Master List
Unit # Make Model Size (kW)
P1 Whisper Watt DCA-22055JU4F3 175 kW
P2 Whisper Watt DCA-125SSIU4F 100 kW
P3 Baldor TS-60T 60kW
P4 Whisper Watt DCA7055IUHF 70kvA
P5 Cummins DKAF-5784361 60 Hz
Caterpillar Gen set 3208 175kW
G1 Kohler 300REOZJ 300 kW
G2 Kohler 100REOZJF 100 kW
G3 Kohler 150REO2JF 150 kW
G4 Kohler 200REOZJF 200 kW
TBD Blue Star Gen Set JD60-04FT4 60kW
Agenda Item #10.10.

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Generator Maintenance and Repair Services – C&D Power
2024
Agenda Item #10.10.

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City of St. Helena
Public Works Department
1088 College Ave. | St. Helena, CA 94574
(707) 967-2792 | cityofsthelena.org
Bid Results for Posted Request for Proposals or Bids
Project Title: Electrical Generator Maintenance & Repair Services Proposal Due Date: January 15, 2024
Proposer
Aggregate Rating
(100 points)
C&D Power 92.7
JL Mechanical 80.3
Collicut Energy Services Inc. 89.0
Odyssey Power Corporation 66.7
Agenda Item #10.10.

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REQUEST FOR PROPOSALS:

REQUEST FOR PROPOSALS FOR PROFESSIONAL SERVICES
Electrical Generator Maintenance & Repair Services
DATE ISSUED: Wednesday, December 20, 2023
DATE DUE: Monday, January 15, 2024, 5:00 PM
CONTACT: Lesley Milton, Assistant to the City Manager
[email protected]
The City is only accepting proposals electronically via email to [email protected] Only email’s sent to [email protected] will be considered as responsive to the request for proposals. Emails sent to other City emails may be considered as non-responsive and may not be reviewed.

CITY OF ST. HELENA
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 2

TABLE OF CONTENTS
I. INTRODUCTION.....................................................................................................................................3 II. GENERAL INFORMATION .....................................................................................................................3 III. QUALIFICATIONS ..................................................................................................................................3 IV. SCOPE OF WORK .................................................................................................................................4 V. SCHEDULE .............................................................................................................................................5 VI. PROPOSAL SUBMISSION REQUIREMENTS AND FORMAT...................................................................6 PART 1 | PROPOSAL SUMMARY AND ACKNOWLEDGEMENT PAGE – Form 1...................................6 PART 2 | GENERAL INFORMATION & CONSULTANT TEAM (Form 2)..................................................6 PART 3 | COST PROPOSAL/RATES – Form 3 ..........................................................................................7 PART 4 | RELATED PROJECT EXAMPLES AND REFERENCES – Form 4..................................................7 Part 5 | EXCEPTIONS TO THE CONTRACT – Form 5 ..............................................................................7 VII. SELECTION PROCESS............................................................................................................................7 VIII. PROPOSAL TERMS AND CONDITIONS ................................................................................................7

1. EXAMINATION OF PROPOSAL MATERIALS.............................................................................8

2. TERM OF THE AGREEMENT.......................................................................................................8

3. ADDENDA INTERPRETATIONS ..................................................................................................8

4. DESIGNATED CONTACT ..........................................................................................................8

5. PUBLIC RECORDS.....................................................................................................................8

6. PROPOSAL COSTS....................................................................................................................8

7. RESERVATION OF RIGHTS ........................................................................................................8

8. PRODUCT OWNERSHIP ............................................................................................................8

9. PROFESSIONAL SERVICES AGREEMENT..................................................................................8

EXHIBITS
Exhibit A: Equipment List
Exhibit B: Preventative maintenance for Generators
Exhibit C: City of St. Helena Professional Services Agreement (standard contract) Part 1: Proposal Summary and Signature Page (Form 1)
Part 2: General Information (Form 2)
Part 3: Cost proposal (Form 3)
Part 4: Related Project Examples and References (Form 4) Part 5: Exceptions to the Contract (Form 5)
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 3
I. INTRODUCTION
The City of St. Helena, California is located in the center of the world-famous wine growing Napa Valley, 65 miles north of San Francisco. The area was settled in 1834 as part of General Vallejo’s land grant. The City of St. Helena was incorporated as a City on March 24, 1876 and reincorporated on May 14, 1889.

The City, from its inception, has served as a rural agricultural center. Over the years, with the growth and development of the wine industry, St Helena has become an important business and banking center for the wine industry. The City also receives many visitors as a result of the wine industry and the area’s scenic qualities. The City’s goal is to maintain a small-town atmosphere and to provide quality services to its citizens.

The official population of the City of St. Helena as of 2019 is 6,133 (CA Department of Finance). St. Helena is a full-service city and encompasses an area of four square miles.

The City’s General Fund Budget is approximately $15 million.

II. GENERAL INFORMATION
The City of St. Helena is seeking a qualified firm to provide maintenance, annual generator servicing and mechanical repair services to assist us with repair of our multiple generators used by the City of St. Helena Public Works Department.

The services required shall include a regular, scheduled maintenance program (including routine adjustments and repairs) for the generators owned and operated by the Public Works department of the City of St. Helena. The work may also include from time to time, as-needed and as-requested basis, non-routine and/or emergency maintenance and repairs.

The Contractor shall coordinate all work through the Department of Public Works.

Service and maintenance of emergency generators shall consist of checking and replenishing all oils and lubricants, performing preventative maintenance and emergency repairs to make generators operational. The Contractor shall provide a program of routine preventative maintenance and load testing of a minimum of twice per year designed to eliminate or reduce the incidents of malfunction and extend the useful life of the equipment. The Contractor (s) shall furnish all labor, equipment, materials, and supervisors to perform all services as described. The City will determine any additional work to be performed on an on-call as-needed, when needed basis.

The City will select, the most qualified Contractor with competitive prices to perform the work. The City reserves the right to award a contract for performance of the required services based on the negotiated price, terms and conditions. The City reserves the right to reject all bids and circulate another RFP.

III. QUALIFICATIONS
Minimum Qualification Requirements The following are the minimum qualification requirements for this RFP. Proposals that fail to meet these requirements will be rejected.

1. The Proposer must have three years of experience in providing the Services to institutional and/or industrial-type sites maintaining the various types of equipment listed in this solicitation.

Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 4

2. The Proposer, during the last three years, must have administratively managed at least one contract of this size (in terms of dollar value) while maintaining the required delivery schedule.

3. The Proposer must have and maintain staffing levels sufficient to provide adequate service levels to all the sites listed in this RFP.

4. The Proposer must possess knowledge of all laws, regulations, and codes regarding the maintenance of the types of equipment listed in this solicitation, including disposal methods of fluids and other materials that might be used in maintenance and repair that are considered hazardous waste by local, state, and federal regulations.

5. Must have a preferred vendor status with Enterprise by the time of contract execution
IV. SCOPE OF WORK
Contractor will perform bi-annual preventative maintenance according to manufacturer recommendations and annual load testing for multiple emergency generators and be available for any unscheduled emergency repairs. Certain portions of the Services will be regularly-scheduled preventive maintenance (“PM”) services (Outlined in Exhibit BGenerator Annual Inspection Overview) and certain portions of the Services will be performed on an On-Call basis (“On-Call”), meaning that City of St. Helena may request unscheduled maintenance or repair/replacement services to remedy an unexpected equipment issue or emergency. Contractor shall provide firmed fixed rates for PM tasks on Cost Proposal. Any On-Call type Services performed under this Contract will be authorized by City of St. Helena via the issuance of a written work order.

C. Contractor shall maintain an adequate crew of employees to perform the service required.

D. Unit prices for after-hours or emergency work shall be for actual time spent on the job site. No travel time will be paid.

Helena, if requested.

The name and logo shall be large enough to be easily legible from a distance of fifty (50) feet, during the course of their work. Contractor shall keep all vehicles Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 5
and equipment in a neat and clean appearance and maintained in excellent mechanical condition
I. Contractor is required to provide the City with a 24-hour emergency number for contact outside normal working hours. The response to an emergency call-out by the Contractor shall not be more than (2) hours.

L. Maintenance Records
a. The Contractor shall keep a current, permanent operational record of all services performed at a service location, including, but not limited to, routine maintenance, service calls and extraordinary maintenance, for each and every piece of equipment that the Contractor is required to maintain by this Contract. These records shall be kept at each maintained location on a form approved by the City. A copy of such record shall be provided within two (2) calendar days upon request of the Director of Public Works or designee thereof. The form shall include, at a minimum, the date, time, description of device including all model, part or serial numbers, narrative of deficiencies encountered, and a detail of any and all corrective action(s) taken.

M. Response Criteria for Emergency Routine Services
a. The Contractor must ascertain whether service requests are of an “emergency” nature requiring an immediate response or whether the request is general in nature requiring routine response. Requests deemed to be “emergencies” shall be responded to immediately with all possible haste, arriving at the service location within four (4) hours of first notification. Routine requests shall be responded to within eight (8) hours of first notification unless the Director of Public Works or designee thereof agrees upon other arrangements.

V. SCHEDULE
Responses to the RFP must be submitted to the City of St. Helena as outlined in this section.

Responses are due no later than
MONDAY, January 15, 2024 AT 5:00 PM
Responses received after this date and time will not be considered.

Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 6

PROPOSED SCHEDULE FOR THE REVIEW AND SELECTION PROCESS

AND DESIRED TIMELINES FOR DELIVERABLES

MILESTONE DATE TIME
Release RFP December 20, 2023 4:00PM
Question submittal deadline January 3, 2024 4:00PM
Questions posted on City website (cityofsthelena.org/rfps) January 8, 2024 5:00PM Proposal due date January 15, 2024 5:00PM
Review and scoring of submittals Week of January 15th
Award of Agreement February 2023 6:00 PM
The schedule may be modified and/or extended if necessary.

VI. PROPOSAL SUBMISSION REQUIREMENTS AND FORMAT
If interested in this RFP, please notify Lesley Milton by email at [email protected] so you may be added to the notification list for addendums. Failure to notify could result in missing important and required information, and could result in disqualification.

PROPOSAL SUBMISSION
It is the sole responsibility of the Proposer to ensure timely delivery. Late proposals shall not be considered. Proposals will not be accepted at any other location other than the email address specified above. Faxed or mailed proposals will not be accepted.

Content
The content of your proposal should include the following forms: Late or incomplete proposals will not be considered
Part 1: Proposal Summary and Acknowledgements (Form 1) 10 pts Part 2: General Information & Consultant Team (Form 2) 10 pts Part 3: Cost proposal (Form 3) 45 pts
Part 4: Related Project Examples and References (Form 4) 25 pts Part 5: Exceptions to the Contract (Form 5) 10 pts
TOTAL: 100 points
PART 1 | PROPOSAL SUMMARY AND ACKNOWLEDGEMENT PAGE – Form 1 Form 1 general information shall include the below information. • General Information about the bid, acknowledgement of any issued addendums and warranty and process to award contract.
• General information about the submitting firm to include the name, address, and telephone number of the firm and the signature of authorized representative of the Service Provider.
• Provide the name, title, address and telephone number of the individual to whom correspondence and other contacts should be directed during the Service Provider selection process.

PART 2 | GENERAL INFORMATION & CONSULTANT TEAM (Form 2) Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 7
• General Information to List the name, address, and telephone number of the firm
• Signatures of authorized representative of the Service Provider. • Provide the name, title, address and telephone number of the individual to whom correspondence and other contacts should be directed during the Service Provider selection process.
• Provide the location of the Service Provider’s headquarters. In addition, provide the location of any local support offices, which will provide service to the City.
• List each key member of the team you intend to assign to this engagement and include for each listed individual: (a) area(s) of specialization; (b) title and/or position within your firm; and (cd) years of experience providing inspection, maintenance and repair services for generators.

PART 3 | COST PROPOSAL/RATES – Form 3
Include the completed Form 4 regarding hourly rates, flat rates and other charges for services. The cost proposal shall also include any exceptions or assumptions made in its preparation. Additional pages or documents can be added as necessary PART 4 | RELATED PROJECT EXAMPLES AND REFERENCES – Form 4 Provide at least three (3) client references for whom your firm has performed similar work to that requested in this RFP. For each client, describe the project, the project’s date, and services performed, and provide the name, address, and telephone number for a person at client’s firm familiar with such work.
- Part 5 | EXCEPTIONS TO THE CONTRACT – Form 5
All exceptions to the Contract terms and conditions must be stated on this form and submitted with the Proposal. Proposer’s failure to take timely exception to St. Helena’s terms and conditions expressly waives Proposer’s right to challenge or request modification of such terms and conditions and is conclusive evidence of Proposer’s assent thereto.

VII. SELECTION PROCESS
The Public Works Department intends to select a Service Provider based on demonstrated competence and qualifications for the types of services to be performed at a fair and reasonable price to the public. The Public Works Department will review all proposals and evaluate them according to the following criteria:
• Qualifications of Team
• Project Understanding and Innovation
• Work Plan / Scope of Work
• Project Schedule
• Similar Experience / References
Service Provider may be either selected based on information included in the proposal or the Service Provider may be requested to interview prior to final selection.

VIII. PROPOSAL TERMS AND CONDITIONS
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 8

1. EXAMINATION OF PROPOSAL MATERIALS
The submission of a proposal shall be deemed a representation and warranty by the proponent that it has investigated all aspects of the RFP, that it is aware of the applicable facts pertaining to the RFP process and its procedures and requirements, and that it has read and understands the RFP. No request for modification of the provisions of the proposal shall be considered after its submission on the grounds the proponent was not fully informed as to any fact or condition.

2. TERM OF THE AGREEMENT
This Agreement shall be for a period of three years beginning January, 2024 through December 30, 2026, subject to renewal administratively by two additional one-year periods. Based upon recommendation by the City that the Contractor has fully complied with the contract requirements and that it is in the interest of the City to continue the contract, a request will be submitted to the City Council for contract extension. The total term of the contract shall not exceed five years.

3. ADDENDA INTERPRETATIONS
If it becomes necessary to revise any part of this RFP, a written addendum will be provided to each firm that requested to be added to the notification list, and said addenda will be uploaded to the City website. The City of St. Helena is not bound by any oral representations, clarifications, or changes made in the RFP by the City or its agents, unless such clarifications or change is provided in written addendum from the City of St. Helena.

4. DESIGNATED CONTACT
For the purposes of this RFP, the Assistant to the City Manager is designated as the contact person. Any questions concerning the scope of work and the selection process shall be directed to Lesley Milton at [email protected]. Any and all questions and responses concerning this RFP will only be accepted in writing, via email. All questions must be received by January 3, 2024 by 5:00PM.

Responses to questions will be posted on the City’s website, cityofsthelena.org/rfps, and will become part of the RFP. It is the consultant’s responsibility to check the website for updates.

5. PUBLIC RECORDS
This RFP document and all submittals in response thereto are public records. Prospective consultants are cautioned not to include any material into the proposal that is strictly proprietary in nature.

6. PROPOSAL COSTS
All costs associated with the preparation of RFP submittals shall be borne by the respondent. This RFP does not constitute any form of offer to contract.

7. RESERVATION OF RIGHTS
The City reserves the right, for any reason, to accept or reject any one or more proposals; to negotiate the terms and specifications of the proposal; to modify any part of the RFP; or issue a new RFP.

8. PRODUCT OWNERSHIP
Any documents resulting from the contract will be the property of the City.

9. PROFESSIONAL SERVICES AGREEMENT
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 9
All Proposers must identify in their proposal any terms and conditions of the sample Professional Service Agreement (Exhibit B) that they wish to negotiate. Insurance is required as outlined in Section 7 of the sample agreement.

10. CAUSES FOR DISQUALIFICATION
Any of the following may be considered cause to disqualify a proponent without further consideration:
- Evidence of collusion among proponents;
- Any attempt to improperly influence any member of the evaluation panel; - A proponent's default in any operation of a professional services agreement which resulted in termination of that agreement; and/or
- Existence of any lawsuit, unresolved contractual claim, or dispute between proponent and the City.

Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 10
FORM 1. PROPOSAL TO FURNISH GENERATOR MAINTENANCE
______________________________________________________ (“Bidder”) hereby submits this Proposal to the City of St. Helena (The City”) for the above-referenced project (“Project”) in response to the Request for Proposals and in accordance with the Contract Documents referenced therein.

1. Base Bid. Bidder proposes to perform and fully provide Generator Maintenance and Repair services as specified in the Contract Documents, for the two-year (2) time period from February 2024 to January 2026, for the prices in the attached Cost Proposal Schedule for Generator Services for the City of St. Helena (“Base Bid”).

2. Addenda. Bidder acknowledges receipt of the following addenda, if none, say NA:

Date Received: #01 _____________ #02 _____________ #03 _____________

3. Bidder’s Warranties. By signing and submitting this Proposal, Bidder warrants the following:

3.1 Bidder has thoroughly examined the Contract Documents, and represents that, to the best of Bidder’s knowledge there are no errors, omissions, or discrepancies in the Contract Documents.

3.2 Bidder is fully qualified to perform the Work.

3.3 Bidder has carefully reviewed this Proposal and is solely responsible for any errors or omissions contained in its completed Bid.

4. Award of Contract. By signing and submitting this Proposal, Bidder agrees that if Bidder is awarded the Contract for the Project, that within ten (10) days following issuance of the notice of award to Bidder, Bidder shall:

4.1 Enter into a Contract with the City in accordance with the terms of this Proposal, by signing and submitting to the City the Contract form included with the Contract Documents; and

4.2 Submit to the City the insurance certificate(s) and endorsement(s) as required by the Contract Documents.

Signature Name and print title
Company Name Date
Address City, State, Zip
Email Phone Number
DIR Number, expiration date California Contractor’s License Number Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 11
FORM 2. GENERAL INFORMATION
Instructions: Please complete this form and include in your Proposal. On a separate page, list all subconsultants; include company name, address, phone number and type of service.

Company Name
Street Address
City/State/Zip
Phone No.

NUNS No.

Federal Taxpayer ID No.

POINTS OF CONTACT
Primary
Name/Title
Phone No.

Cell Phone No.

Email
Primary
Name/Title
Phone No.

Cell Phone No.

AUTHORIZED SIGNATORIES
Primary
Name/Title
Phone No.

Cell Phone No.

Email
Primary
Name/Title
Phone No.

Cell Phone No.

Email
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 12
FORM 3 – COST PROPOSAL WORKSHEET
Bidder’s Name: ____________________________________________________________ In compliance with the Notice Inviting Bids, the undersigned hereby agrees to execute the Contract to furnish all labor, materials, equipment, and supplies for generator maintenance and repair services in accordance with the Contract Documents to the satisfaction and under the direction of the Director of Public Works, at the following rates:

Item
No.

Item Rate Please select one

1. Preventative Maintenance of
generator, bi-annual service for
stationary and mobile generators
__Hourly Rate
Or
__Flat Fee

2. Load Testing Rate (please be explicit
about size range)
__Hourly Rate
Or
__Flat Fee
Hourly Rate for Repairs __Hourly Rate

3. Hourly Rate for Repairs after normal
business hours
__Hourly Rate

4. Trip charge rate or fee __Hourly Rate
Or
__Flat Fee

5. Emergency Call out rate __Hourly Rate
Or
__Flat Fee

6. Other services (Please enter task and
corresponding rate). Provide additional
sheet if necessary.
__Hourly Rate
Or
__Flat Fee
BIDDER: ___________________________________________________________ SIGNATURE & TITLE: _______________________________________________ DATE: ___________________________
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 13
FORM 4 – REFERENCES
Reference 1
Project Name: Approximate Dates:

Brief Description of Services Provided:

Agency:

Contact Name: Contact Phone:

Contact Email:

Did you or any subcontract file any claims against the
Agency
Yes No
Did the Agency File any claims against you? Yes No
If you said yes to any of the above, please explain:

Reference 2
Project Name: Approximate Dates:

Brief Description of Services Provided:

Agency:

Contact Name: Contact Phone:

Contact Email:

Did you or any subcontract file any claims against the
Agency
Yes No
Did the Agency File any claims against you? Yes No
If you said yes to any of the above, please explain:

Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 14
Reference 3
Project Name: Approximate Dates:

Brief Description of Services Provided:

Agency:

Contact Name: Contact Phone:

Contact Email:

Did you or any subcontract file any claims against the
Agency
Yes No
Did the Agency File any claims against you? Yes No
If you said yes to any of the above, please explain:

Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 15
FORM 5 - EXCEPTIONS TO THE CONTRACT
This form shall include any exceptions the Proposer takes to the Contract, which includes the “Compensation, Invoicing and Payment” and “Indemnity and Defense of Claims” and “Insurance Requirements.” If Proposer takes no exceptions, check the field “Proposer takes no exceptions” below.

All exceptions to the Contract terms and conditions must be stated on this form and submitted with the Proposal. Proposer’s failure to take timely exception to St. Helena’s terms and conditions expressly waives Proposer’s right to challenge or request modification of such terms and conditions and is conclusive evidence of Proposer’s assent thereto. ο Proposer takes exception to the following:

Section Reference Disposition (For city use only)
Insert proposed language here
Section Reference Disposition (For city use only)
Insert proposed changes here:
*Make copies of this page if necessary
ο Proposer takes no exceptions”
Firm Name
Name Title
Signature Date
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 16
Exhibit A – Generator Equipment List
* additional equipment could be added during the course of the contract according to the needs of the city
Generator Master List
Unit # Make Model Size (kW)
P1 Whisper Watt DCA-22055JU4F3 175 kW
P2 Whisper Watt DCA-125SSIU4F 100 kW
P3 Baldor TS-60T 60kW
P4 Whisper Watt DCA7055IUHF 70kvA
P5 Cummins DKAF-5784361 60 Hz
Caterpillar Gen set 3208 175kW
G1 Kohler 300REOZJ 300 kW
G2 Kohler 100REOZJF 100 kW
G3 Kohler 150REO2JF 150 kW
G4 Kohler 200REOZJF 200 kW
TBD Blue Star Gen Set JD60-04FT4 60kW
Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 17
Exhibit B – Preventative Maintenance For Generators
Maintenance will be required according to the manufacturers specifications and may include items listed below:

Agenda Item #10.10.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 18
Exhibit C – Sample Professional Services Agreement

RECITALS:

A. City desires to employ Consultant to furnish professional services in connection with the project described mechanical maintenance and repair of mobile and stationary generators.

B. Consultant has represented that Consultant has the necessary expertise, experience, and qualifications to perform the required duties.

NOW, THEREFORE, in consideration of the mutual premises, covenants, and conditions herein contained, the parties agree as follows:

SECTION 1 – BASIC SERVICES
Consultant agrees to perform the services set forth in Exhibit A, “Scope of Services” and made part of this Agreement.

SECTION 3 – TIME FOR COMPLETION
The time for completion of Services shall be as identified in Exhibit A, “Scope of Services”.

The parties expressly agree that time is of the essence in the performance of this Agreement.

Total compensation shall not exceed $________ unless additional compensation is approved in accordance with Section 2.

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CITY OF ST. HELENA | REQUEST FOR PROPOSALS | GENERATOR MAINTENANCE AND REPAIR SERVICES PAGE 19
with the provisions of this Agreement. If no charges or expenses are disputed, the invoice shall be approved, and City will use its best efforts to cause Consultant to be paid within 30 days of receipt of invoice. If the City disputes any charges or expenses, the City will return the original invoice to Consultant for correction and resubmission. If the City reasonably determines, in its sole judgment, that the invoiced charges and expenses exceed the value of the Services performed to date and that it is probable that the Agreement will not be completed satisfactorily within the contract price, City may retain all or a portion of the invoiced charges and expenses. Within thirty (30) days of satisfactory completion of the project, City shall pay the retained amount, if any, to Consultant.

C. Payment to the Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

A. Minimum Scope of Insurance. Coverage shall be at least as broad as:

Agenda Item #10.10.

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