HomeMy Public PortalAbout09) 7F Approval of Agreement for Generator Maintenance and Repair ServicesAGENDA
ITEM 7.F.
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
DATE: May21,2019
TO: The Honorable City Council
FROM: Bryan Cook , City Manager
By: Bryan Ariizumi , Public Safety Supervisor
SUBJECT: APPROVAL OF AGREEMENT FOR GENERATOR MAINTENANCE AND
REPAIR SERVICES
RECOMMENDATION:
The City Council is requested to approve a three-year agreement for Generator
Maintenance and Repair Services (Agreement) with Affordable Generator Services , In c .
and authorize the City Manager to execute the Agreement.
BACKGROUND:
1. On January 30, 2019 , the Public Safety Division released a Req uest for Proposals
(RFP) for generator maintenance and repa ir services (Attachment "A ").
2 . A total of six (6) proposals were received by the due date of February 20 , 2019 .
ANALYSIS:
To ensure the City is receiving the best quality service at a competitive rate , the Public
Safety D ivision developed and re leased an RFP for Generator Maintenance and Repair
Services , beginning July 1, 2019 . The Scope of Services calls for the contractor to
provide semi-annual and annual service , load tests and on -call serv ices on all
generators. Additionally , the South Coast Air Quality Manag ement District (SCAQMD)
perm it for the Civic Center generator has cond it ions for operations and maintenance
and the contractor must comply with the SCAQMD conditions for ma intenance and
repair of the Civic Center generator. The RFP was posted on the City 's website and
emailed to known co ntractors .
C ity Coun ci l
May 21 , 20 19
Page 2 of 2
The City's RFP Evaluation Team (Public Safety Supervisor Ariizumi and Deputy City
Clerk Nunez) reviewed and evaluated each proposal based on the following evaluation
criteria :
1. Qualification of the Firm
2 . Re lated Experience
3 . Completeness of Response
4 . Reasonableness of Cost and Price
After a thorough review of all proposals , staff re c ommends awarding a three-year
Agreement (Attachment "B ") to Affordable Gene rator Services , Inc . (AGS). Based on
the evaluation criteria , their proposal best matc hes the needs of the City . Although the
proposed Ag reement is for a three year period , Section 20 (a) of the Agree ment al lows
the C ity to terminate the Agreement at any time during its t erm w ith thirty days w ritte n
notice .
CITY STRATEGIC GOALS:
Approval of the Agreement for Generator Maintenance and Repair Services with AGS
will further the City's Strategic Goals of Good Governanc e and Public Health and
Safety.
FISCAL IMPACT:
The Ci ty does not have a current agre ement f o r Generator Maintenance and Repa ir
Servi ces. The proposed cost for Generator Mainte nance and Repair Services w ith AGS
is $4 ,225 .00 .
Funds have been included in the propo sed Fis c al Y ear (FY) 2019-20 City Budget to cover
the cost of t hese services .
ATTACHMENTS:
A. Request for Proposals for Generator Ma intenance and Repa ir Services
B. Agreement for Generator Maintenance and Repair Services
ATTACHMENT A
CITY OF TEMPLE CITY
NOTICE INVITING REQUEST FOR PROPOSALS (RFP)
FOR
GENERATOR MAINTENANCE AND REPAIR SERVICES FOR CITY FACILITIES
ISSUE DATE
January 30, 2019
PROPOSAL SUBMITTAL
(5) printed copies and
(1) digital copy
PROPOSALS DUE
Wednesday , February 20, 2019
5:00p.m.
MARK ENVELOPE
PROPOSAL -Gener ator Maintenan ce a nd
Repair Services
DELIVERY ADDRESS
City of Temple City
Management Services Department
Public Safety Division
970 1 Las Tunas Drive
Temple C ity, CA 91780
Attn : Bryan Ariizum i, Public Safety Supervisor
CONTACT INFORMATION
Bryan Ariizum i
Public Safety Supervisor
(626) 285-2 171 , ext. 4342
bariizumi@templecitv.us
City of Temple City
RFP -Generator Maintenance and Repair Services
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Table of Contents
IN TRODUCTION ....................................................................................................... 3
SCOPE OF SERVICES ............................................................................................... 3
N ECESSARY Q UALI FCAT IONS ................................................................................... 5
• Prior Experience
• Staff Qualifications
• Contact Person
• Organ ization and Staffing
GENERAL CONDI TI O NS ............................................................................................ 5
SUBMITTAL FORMAT AND CONTENT ......................................................................... 7
EVALUATION AND SELECTION PROCESS ................................................................... 8
• Proposal Review
• Interview
• Professional Services Agreement
• Contract A pproval and Execution
ATTACHMENTS
• Attachment 1 -Sample Agreement for Services
• Attachment 2 -Li st of References
Ci ty of Temple City
RFP -Generato r Maintenance and Re pair Se rvi ces
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CITY OF TEMPLE CITY
REQUEST FOR PROPOSALS (RFP)
GENERATOR MAINTENANCE AND REPAIR SERVICES FOR CITY FACILITIES
INTRODUCTION :
The City of Temple Ci ty is centrally locat ed in the west San Gabriel Valley approximately five
mi les southeast of Pasadena and 13 miles east of downtown Los An geles. The City is
approximat ely 3.85 square miles and is s urrounded by the cities of A rcad ia , San Gabriel, El
Monte , Rosemead, and unincorporated portions of Los Angeles County. The most recent
Cal ifornia Department of Finance and Housing estimate indicates a total pop u lation of 34 ,700 .
Temple City is predominantly a reside ntia l commun ity with over 10,000 residen ti al parcels.
SCOPE OF SERVICES:
The City of Temple C ity is soliciting proposals for generator ma intenance a nd repa ir servi ces for
the foll owing generators:
CIVIC CENTER
5938 Kauffman Avenue
Manufacturer Mode l KW SIN Permanent I
Towab le
Generator Prama c GSW200 PS 177 PEE2524403 Permanent
Engine Perki ns 11 06 D-E66TAG4 --U038397W -
Diesel DCL MIN E-X Particulate Sootfilter DCF6 ----
Filter
CITY YARD
9167 La Rosa Drive
Manufacturer Model KW SIN Permane nt I
Towable
Generator Power & Electric EC028 -VL 29 .76 A1021463 Perm anent Company (PECO)
Engine Cummins 4AT2 .3-G1 --7000471 -
CITY YARD
9167 La Rosa Drive
Manufacturer Model KW SIN Permanent I
Towable
Generator Baldor TS25T 20 P0 901140006 Towable
Engine John Dee re 4024TF 281 B --PE4024R011954 -
City of Temple City
RFP -Generator Maintenance and Repair Services
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The scope of services includes comprehensive mechanical maintenance and repair serv ices for
the generators as fo llow s:
Pramac Generator
1. Semi-Annual and Annual Service and Load Tests. The generator equipment located
at the designated site shall be inspected and serviced semi-annually and annual ly and a
load bank test shall be performed annually . Compensation shall be inclusive of all labor,
travel , service parts , including any taxes applicable to such parts .
Provide a detailed description of the services to be performed for the semi-annual and
annua l inspections and annual load bank test.
2 . Diesel Particulate Filter (DPF). Removal of the DPFs filter media may only occur
under the following conditio ns :
a . The internal combust ion engin e shall not be operated for maintenance and
testing or any other non -emergen cy use while th e diesel particulate filter media is
removed;
b. The diesel part icu late filter's filter media shall be returned and re -installed within
10 working days from the date of removal ; and
c . Service records must ind icate the date(s) the DPFs filter media was removed for
cleaning and the date(s) the fi lter med ia was re-installed .
3 . Hours of Service. Per AQMD Permit No . G49356, the engine shall not be operated for
non -emergency pu rposes , including maintenance and testing , between the hours of 7:30
a .m. to 3 :30p.m .. when school is in session .
The Oasis Trilingual Community School (5957 Golden West Ave., Temp le C ity) schoo l
year begins in August and ends in June . Services that requi re operation of the engine
shall be scheduled after 3:30 p.m. on a school day; during the Thanksgiving Break ,
Winter Break or Spring Break ; or during the summer when school is not in session .
All other services shall be performed on normal wo rk days , defined as non -ho lidays
Mondays through Frid ays, 7 :30 a.m . through 4 p.m .
4 . On-Call Services . The Contractor shall provide a 24-hour, 7-day per week on-call
service phone number to handle customer serv ice needs and emergencies after-hours .
Emergency ca ll s will require a service technician to be on site within four (4) hours after
the initia l request has been made.
PECO and Baldor Generators
1. Semi-Annual and Annual Service and Load Tests. The generator equipment located
at the designated sites shall be inspected and serviced semi -annua lly and annually and
a load bank test shall be performed annually . Compensation shall be inclusive of all
labor, trave l , service parts, incl uding any taxes applicable to such parts .
Provide a detailed description of the services to be performed for the semi -annual and
annual inspections and annual load bank test.
City of Temple City
RFP -Generator Maintenance and Repair Services
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2 . Hours of Service. The services shall be performed on normal work days , defined as
non -holidays Mondays th roug h Thursdays , 7 :30 a .m. through 4 p .m.
3 . On -Call Services . The Contract or shall provide a 24-hour, 7-day per week on -call
service phone number to handle customer service needs and emergencies after-hours .
Emergency ca lls will require a servi ce technician to be on si t e w ith in four (4) hours after
the initial request has been made.
NECESSARY QUALIFICATIONS
In the contractor selection process, Temple C ity seeks the fo ll ow in g :
1. Experience. Th e selected contracto r must have demonstrated relevant exper ience in
providing the services described und er the proposed scope of services . Substantiation
must be prov id ed regarding th e nature of services prov ided to the c lient cities or
agencies. A comprehensive list of references of c ities serv ed must be provided . Cite
examples of qualifying projects wi th dates, contact persons , and scope of work
performed . The submittal shall clearly state the number and type of programs or services
performed . If any previous work was aud ited and found to be in non-compliance with a
funding source, thi s must be ci ted.
2. Staff Qualifications. Contractor staff assigned to complete the scope of services must
have relevant experience i n providing the necessary services as descri bed under the
scope of services . All personne l assigned to the work must possess appropriate
certifications or registrations as required by state agencies, if any .
3. Contact Person . The Contractor will be required to id entify the person who will be the
project manager and primary cont act person who is authorized to assign the firm 's staff
to specific projects or tasks . Other staff or sub-contractors may be identified as the
specialist in specific areas or for specific tasks . These individua ls must, within
reasonable limitati ons , be accessib le to City staff during business hours . The City shall
be notified in writing before a change of personnel occurs by the Co ntractor. All such
personnel changes must be approved by the City.
4 . Organization and Staffing. Proposing firms shall provide a description of the project
manager, oth er key st aff and sub-contractors , if any, and their proposed relationship with
City operations . Specifically show how the proposed organization and staffing will
prov ide the City with the quantity and quality of service needed to meet the City's needs .
Provide resumes for project manager and key staff to clearly demonstrate that they
possess the adequate skill level and experien ce to accomplish the required tasks .
Provide a table of o rgan izatio n indicating the staff hi erarc hy and res pon sibilities as it
would pe rt ain to the scope of work in thi s document.
GENERAL CONDITIONS
1. The City of Temple City shall no t be liable for any pre-contractual expenses incurred by
any contractor, nor shall any firm include such expenses as part of the proposed cost.
Pre -contractual expenses include any expense incurred by a proposal and negotiating
any terms w ith th e City .
City of Temple City
RFP -Generator Maintenance and Repair Services
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2 . The City reserves the right to withdraw this RFP at any time without prior notice and to
reject any and all proposa ls submitted without indicating any reaso ns. Any award of
contract fo r services w ill be made to the firm best qualified and responsive in the opinion
of the City.
3. Proposals may, at th e City's option , be rejected if they conta in any alterations , additions ,
conditiona l or alternatives, are incomplete , or conta in eras ures or irreg ul aritie s of any
kind . The City reserves the right to reject any and all proposals . The City expressly
reserves the right to postpone submittal opening for its own convenience and to reject
any and all submittals responding to this Request for Proposa ls.
4 . Contractor must agree to indemnify , hold har mless and defend the City, its officers ,
agents and assigns from any and all liabil ity or loss resulting from any suits , claims or
actions broug ht against the City which resu lt directly or indirectly from the wrongfu l or
negligent actions of the consultant in the performance of the con tract.
5. Contra ctor, at its own cost and expense , sha ll procure and mainta in insurance as
provided in Exh ibit C of the attached agreement for services (Attach ment 2).
6. Contractor wil l be required to comply with all existing State and Federal labor laws
including the applicable to equal opportunity employment provis io ns .
7 . Contractor is required to have in full force and affect all licenses and permits required by
applicable laws . Contractor shall obtain a Temple City Business License during the term
of the contract.
8 . Contractor shal l at all t imes provide services with the utmost respect to the publi c . A ll
employees of the Contractor sha ll wear clean c lothing in the performance of their duties
and equipment sha ll be cleaned and maintained in a safe operating manner. All
equ ipment sha ll be subject to inspection by the City at any t ime . All Contractor
personnel sha ll wear appropriate sa fety gear at all times wh ile working in Temple City .
Contractor shall provide satisfactory warning devices that meet the requirements of the
California Occ up ational Safety and Health Act (Ca l-OSHA) for safe traffic control and
protection of workers when and where requ ired at all times in the performance of this
contract.
9 . Contractor , its agents , and employees shall comply with all laws , ordi nan ces, rules and
regu lations of th e f ederal and state governments, the County of Los Angeles , the City of
Temple City and all governing bodies having jurisdiction applying to work done under the
agreement.
10. The City reserves the right to negotiate specia l requirements and proposed service
levels using the selected proposal as a basis. Compensation for services will be
negotiated with the selected firm .
11 . The selected firm shall not sublet any portion of the agreement with the City without
express written perm ission of the City Manager or his designated representative.
12. No discrimination shall be made in the employment of persons because of the race ,
color, or relig io n of such persons , and every bidder in v iolation of this section is subject
to all penalties imp osed for a violation of Chapter 1 of Part VII , Div ision 2 of the Labor
Code , in accordance with the provisions of Section 1753 thereof.
r---------;----------
City of Temple City
RFP -Generator Ma intenance and Repair Services
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13. The City reserves the right to review and approve the qualifications of subcontracting
firms or persons . Substitutions that are not approved are considered sufficient grounds
fo r term ination of contract.
14. The City or any of its duly authorized representatives, shall have access to and the right
to examine, au dit, excerpt, copy or transcribe any perti nent transaction , act ivity , time and
work records, empl oyment records or other records rela t ing to personne l emp loyed by
the Contractor. Such material , including all pertinent cost accounting , financial records
and proprietary data , w ill be kept and maintained by the Contractor for a period of at
least four years after complet ion of a Contractor's performance unless the City 's written
permission is g iven to dispose of same prior to that time .
15. All responses to this RFP sha ll become the property of the City of Temple City and will
be retained or disposed of according ly.
16. No amendments, additions, o r alternates shall be accepted after the submission date
and ti me.
17 . All documents, records, designs, and specifications developed by the selected firm in the
course of providing services for the City of Temple C ity shall be the property of the City .
Anything cons idered to be prop riet ary should be so des ignated by the firm .
18 . Acceptance by the City of any proposal submitted pursuant to th is RFP shall not
constitu te any implied intent to enter into a contract fo r services.
19 . The City reserves the right to issue written notice to all participating firms of any change
in the proposa l submission sched ul e shou ld the City det ermine , in its so le discretion , that
such changes are necessary .
SUBMITTAL FORMAT AND CONTENT
1. The submittal s hould be typed and as brief as possib le while adequately describing the
qualifications of the propos ing firm (proponent).
2. Proposals are t o be submitted in a sea led package, clearly marked w ith the f irm 's
name, address and phone number, and the words "PROPOSAL -G e nerator
Maintenance and Repa i r Services ". Only one submittal per firm wil l be considered .
3. The proponent shall submit the f ollowing information with the package, includ ing the
same information on sub-contractors, in the following format:
a . Cover Letter . In no mo re than two (2) pages, the proponent s hould provide its
name , address and phone number, the primary contact name and phone
number, any qualifying st atements or comments regard ing the submittal and
identification of any sub-contractors and their responsibilities . The signed letter
shou ld also include a paragraph stating that t he proponent is unaware of any
conflict of interest in performing the proposed wo rk .
b . Qualifications . Th is portion should include a description of the qualifications of
the proponent's assigned staff and sub-contractors , relevant expe rience, and the
avai lab il ity of the staff f or the services provided.
City of Temp le C ity
RFP -Genera tor Maintenance and Repair Se rv ices
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Res umes mu st be provided for th e proj ect manager and any oth er key staff
members as necessary . In firm s with multiple offices, the offi ce lo cation of all key
staff mu st be identified. Aft er selection of a firm by the C ity , no substitution of
key staff or sub-contractors may occur withou t written approval of the City .
A list of related projects should be included with the name of the contact pe rson
and th e tel ephon e number for which the fi rm has rece ntly or currently provides
services as outlined unde r th e scope of work .
c . Fees. Proponents must submi t a proposal that includes a schedu le of time and
materia ls/re imbursable rates in clud in g rel evant hourly rate for all levels of staff to
be utilize d , in cluding s ub -contractors if an y. Proponents may also provide
alternativ e rate or fee proposals such as reta in ers and per case specific fees or
ranges . Examples of fee st ru ctures for simi lar client work would be he lp ful.
d . Acceptance of Conditions. Thi s section will be a state ment offering the
proponent's accept ance of all cond iti ons li st ed in the RFP document. A ny
exceptions or suggested changes to the RFP or any contractual obligations ,
including the suggested change, the reasons therefore and the impact it may
have on cost or other co ns iderations on the firm 's behalf must be stated in the
submittal. Unless specifically noted by the proponent, the City will assume that
th e proposal is in comp li a nce with a ll aspect s of the RFP .
EVALUATION AND SELECTION PROCESS
Selection wi ll f ol low these st eps :
1. Proposal Review : Each proposal will be reviewed to determ ine if it meets the RFP
requirements . Fail ure to meet the requirements of the RFP will be cause for reje ction .
2. Interview: After the proposals are evaluated, the Selecti o n Comm ittee will determine
whether formal presentations and interviews are necessary , and if so, wh ich contractors
may be invited to make a formal presentation and/or sit for a panel in terview with the
Se lection Committee . The City may choose not to require formal presentat ions or
interviews .
3. Agreement for Services : The City Manager will request an agreement for services
subject to negotiation of a specified work program or scope of services, terms of
payment and other C ity requ irements from the proponent found to be most qualified .
Nothing in this RFP should imply a contractual obligation for employment.
4 . Contract Approval and Execution : The agreement will be presented to the City
Counci l for app roval and execution by the City Manager.
City of Temple City
RFP -Generator Ma intenance and Repai r Services
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Please submit five (5) printed c op ies a nd on e (1) digital copy of the proposal no later than
5:00p.m . on Wednesday, Februa ry 20 , 2019 to:
City of Temple City
Management Services Department
Pub li c Safety Division
9701 Las Tunas Dri ve
Temp le C ity, CA 9 17 80
Attn : Bryan Arii z umi , Public Safety Supervisor
Postmarks will not be accepted .
City of T emple City
RFP -Generator Maintenance and Repair Servi ces
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RJV 141JJ.69SI-3850 •1
DRAFT 1127 U
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY)
a municipal corporation
-I-
ATTACHMENT 1
City ofT emple City
RFP -Generator Maintenan ce and Repair Se rvi ces
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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
This Agreement for Services ("Agreement•) is entered into as of this __ day of
-..,...,........,.--• 20_ by and between the City of Temple City, a municipal corporation
("City") and , a ("Service Provider").
City and Service Provider are sometimes here inafter individually referred to as "Party"
and hereinafter co llectively referred to as the "Parties."
RECITALS
A. City has sought, by [describe process used, i .e. request for
qualifications, request for quotations, request for proposals, direct negotiation,
i nformal quotes] the performance of the services defined and described particularly in
Section 2 of thls Agreement.
B. Service Provider, following submission of a [proposal, quote, bid, etc.]
for the performance of the services defined and described particularly in Section 2 of
this Agreement , was selected by the City to perform ltlose serv ices.
C. Pursuant to the City o(Temple City 's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute th is
Agreement.
D. The Parties desire to forma lize the selection of Service Provider for
performance of those servi ces defined and described particularly in Section 2 of this
Agreement and des ire that the lerms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual prom ises and covenants
made by the Parties and contained here and other consideration , the value and
adequacy of which are hereby acknowledged , the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provi sions of Section 20 "Term 1nat1 on of Agreement" of this
Agreement , the Term of this Agreement is for [_ years/months] commencing on the
date first ascribed above.
-I-
City of Temp le C ity
RFP -Generator Mai ntenan ce and Repair Services
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services . Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services • (here inafter, the "Serv ices") and made a part of
th is Agreement by this reference .
(b) Scbedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exh ibit "A ." Should the Services not be completed pu rsuant to
that schedule , the Service Prov ider shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provis ions of th is
Agreement and may instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider sha ll not be compensated for any wor1< rendered in connect ion
with its performance of th is Agreement that are in add ition to or outside of the Service s
unless such additional services are authorized in advance and in writing in accordance
with Sect ion 26 "Admin istration and Imp lementation" or Section 28 "Amendment• of th is
Agreement. If and when such additional work is authorized , such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in th is Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit ·a· "Compensation" and made a part
of this Agreement by this reference. The total compensation, including re imbursement
for actua l expenses, sha ll not exceed do llars
($ , unless add it ional compensat ion is approved in writi ng in
accordance with Sect ion 26 "Administration and Implementat ion• or Section 28
• Amendment" of this Agreement..
(b) Each month Service Provider 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 : labor (by sub-category), travel , materials,
equipment , supplies, and subcontractor contracts. Subcontractor charges shall be
detailed by the follow ing categories: labor , travel , materials, equ ipment and supplies. If
the compensation set forth in subsection (a) and Exhibit ·a· include payment of labor on
an hourly basis (as opposed to labor and materials being pa id as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review
each invoice subm itted by the Serv ice Provider to determine whether the work
performed and e xpenses incurred are in comp liance with the provisions of this
Agreement. In the event that no charges or expenses are disputed , the invoice shall be
approved and pa id according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the orig ina l invoice shall be returned by City
to Serv ice Provider for correction and resubmission.
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City of Temple Ci ty
RFP-Generator Maintenan ce and Repair Services
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty -five (45) days of receipt of Service Provider's
correct and undisputed invo ice.
(d) Paym ent to Service Provider for work performed pursuant to th is
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under th is
Agreement, either during performance or when completed . City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City sha ll
reject work by a timely writt en explanation , otherwise Service Prov ider's work shall be
deemed to have been accepted . City's acceptance shall be conclusive as to such work
except with respe ct to latent defects, fraud and such gross mistakes as amount to fraud .
Acceptance of any of Service Provider's work by City shall not constitute a wa iver of
any of the provis ions of this Agreement including, but not limited to, Section 16
"Indemnification· and Sect ion 17 "Insurance."
SECTION&. 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 Service Provider in the course of providing the 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 permiss ion of the Service Provider. Upon
completion , exp iration or termination of th is Agreement , Serv ice Provider shall turn over
to City all such original maps , models , designs, drawings , photographs , studies,
surveys , reports, data, notes, computer files, files and other documents .
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps , models , designs, drawings , photographs , studies , surveys , reports , data ,
notes , computer files , fi les or other documents prepared , developed or discovered by
Serv ice Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance• of
this Agreement shall not e xtend to such use of the maps , models , des igns, drawings,
photographs, stud ies, surveys , reports, data, notes, computer files , files or other
documents .
SECTION7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers , books of account, invoices , vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and d isbursements charged to City pursuant to this Agreement.
RJV f.41JU958-3880 •3 -3 -
City of Temple Ci ty
RFP-Generator Maintenan ce and Repair Serv ices
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Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and sha ll be sufficiently complete and deta iled
so as to permit an accurate evaluat ion of the services prov ided by Service Provider
pursuant to this Ag reement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and thei r expenditures .
(b) Any and all records or documents required to be ma intained pursuant to
this section shall be made available for inspection, audit and copying , at any time during
regular business hours , upon request by City or its designated representative . Copie s
of such documents or records shall be provided d irectly to the City for inspection, aud it
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address ind icated for receipt of notices in this Agreement.
(c) W'lere City has reason to bel ieve that any of the documents or records
requ ired to be ma inta ined pursuant to this sect ion may be lost or discarded due to
dissolut ion or term ination of Service Provider's business , City may , by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City , as well as to its successors-in-interest
and authorized representat ives .
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times rema in a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liab ility of any
kind on behalf of or aga inst City , whether bY contract or otherwise , un less such authority
is expressly conferred under th is Agreement or is otherwise expressly conferred in
writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direct ion and
control. Neither City, nor any elected or appo inted boards , officers, officials, employees
or agents of City, sha ll have control over the conduct of Service Provider or any of
Service Provider's officers , employees , or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Serv ice Provider's officers , employ ees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider , nor any of Serv ice Provider's officers,
employees or agents, shall obta in any rights to ret irement , health care or any other
benefits which may otherw ise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights .
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City of Temple City
RFP -Generator Maintenance and Repair Services
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SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilit ies necessary to properly perform the Services required under this
Agreement in a thorough , competent and professional manner. Serv ice Provider shall
at all l imes faithfully, competently and to the best of its ability, experience and talent,
perform all Services . In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum , generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services requ ired of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section , additional specific standards of performance and performance criteria
may be set forth in Exhibit • A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Vlh'lere there is a conflict between a general and
a specific standard of performance or performance criteria , the specifiC standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
UCENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal , state and local laws , statutes, codes , ordinances, regulations and ru les in effect
during the term of th is Agreement. Servlce Prov ider 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 Service Prov ider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the Californ ia
Labor Code or regulations promulgated thereunder: Construction. alteration, demolition ,
installation , or repair work performed on pub lic buildings, facilities , streets or sewers
done under contract and paid for in whole or in part out of publ ic funds. In this context,
"construction" includes work performed during the design and preconstruction phases of
construction including , but not limited to , inspect ion and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Prov ider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed , national origin, ancestry, sex , age, physica l
handicap, medical condition or marital status in connection with or rela ted to the
performance of this Agreement.
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SECTION 13. UNAUTHORIZED ALIENS .
Service Prov ider hereby promises and agrees to comply with all of the provis ions
of the Federal Imm igrat ion and National ity Act, 8 U.S.C.A. §§ 1101 , !tl ~ .. as
amended, and in connection therewith , shall not emp loy unauthorized al iens as defined
therein. Should Serv ice Provider so employ such unauthorized aliens for the
performance of the Services, and should the any liabil ity or sanctions be imposed
aga inst City for such use of unauthorized al iens, Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabi lities or sanctions imposed , together with
any and all costs , including attorneys' fees , incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants tha t ne ith er it , nor any officer or pri ncipal of its
finn , has or shall acquire any interest , d irectly or ind irectly, which would conflict in any
manner with the interests of City or wh ich would in any way hinder Service Prov ider's
performance of the Services. Service Prov ider 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. Service Provider agrees to at all times avoid confl icts of interest or
the appearance of any conflicts of interest with the interests of City in the performance
of this Agreement.
(b) City understands and acknowledges that Service Prov ider 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 part ies. Serv ice Provider
is unaware of any stated position of City re lat ive to such projects. Any future posit ion of
City on such projects sha ll not be considered a conflict of interest for purposes of this
section.
(c) City understands and acknowledges that Serv ice Prov ider will , perform
non-related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) Al l information gained or work product produced by Service Prov ider in
performance of this Agreement shall be cons idered confidential , unless such
information is in the publ ic doma in or al re ady know n to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entit ies other than City without prior written authorization from the City Manager,
except as may be requ ired by law .
(b) Service Prov ider, its officers, employees, agents or subcontractors , sha ll
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of C ity, voluntarily provide declarat ions, letters of support, test imony at
depos itions, response to interrogatories or other information concerning the work
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RFP -Generator Ma in tenan ce an d Repair S ervi ces
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performed under this Agreement. Response to a subpoena or court order shall not be
considered "volu ntary" provided Service Provider gives City notice of such court order or
subpoena .
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Serv ice Provider, provides any information or work product in viola tion of th is
Agreement , then City shall have the right to reimbursement and indemnity from Service
Prov ider for any damages , costs and fees, including attorneys fees , caused by or
incurred as a result of Service Provider's conduct .
(d) Service Provider shall promptly notify City should Service Provider , its
officers, employees , agents or subcontractors be served with any summons, compla int ,
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 Service Prov ider or be present at any deposition , hearing
or similar proceeding . Service Provider agrees to cooperate fu lly with City and to
provide City with the opportunity to review any response to discovery requests provided
by Service Provider. However , th is right to review any such response does not imply or
mean the right by City to control , direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Uabiljty . Wlere the law establ ishes a
professional standard of care for Service Provider's serv ices, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harm less
City and any and all of its officials , employees and agents ("Indemnified Part ies") from
and against any and all liabil ity (including liability for claims, suits, actions , arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind , whether actual , alleged or threatened , including attorneys fees and
costs, court costs , interest , defense costs , and expert w itness fees) arise out of, are a
consequence of, or are in any way attri butable to, in whole or in part , any negligent or
wrongful act, error or om ission of Service Provider, or by any ind ividua l or entity for
wh ich Service Provider is legally liable , including but not li mited to offi cers , ag ents ,
employees or sub-contractors of Serv ice Provider, in the performance of professiona l
services under th is Agreement.
(b) In demnification for Other th an Professional Liability. Other than in the
performa nce of professional services and to the full extent permitted by law , Service
Provider shall indemnify , protect , defend and hold harmless City, and any and all of its
emp loyees, officials and agents from and against any liabil ity (including liability for
claims , suits , actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind , whether actual, alleged or
threatened , including attorneys f ees and costs, court costs, interest , defense costs , and
expert witness fees ), where the same arise out of, are a consequence of, or are in any
way attributable to , in whole or in part, the performance of this Agreement by Servi ce
Provider or by any indiv idual or entity for wh id1 Service Provider is legally lia ble,
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incl ud ing but not lim ited to officers, agents , employees or sub-contractors of Service
Provider.
(c) Indemnification from Subcontractors. Service Prov ider agrees to obtain
executed indemn ity ag reements with provi sions identica l to those set forth in th is
section from each and every subcontractor or any other person or entity involved by, for,
with or on behalf of Service Provider in the performance of th is Agreement naming the
Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider
agrees to be fully responsible according to the terms of this section . Fa ilure of City to
monitor compliance w ith these requirements imposes no add itiona l obligations on City
and will in no way act as a waiver of any rights hereunder. Th is obl igation to indemnify
and defend City as set forth here in is binding on the successors, ass igns or heirs of
Service Provider and sha ll surviv e the term ination of th is Agreement or this section.
(d) Lim itat ion of lndemnificatjon. Notw ithstand ing any provision of this section
to the contrary, desig n profess ionals are requ ired to defend and indemnify the City only
to the extent perm itted by Civ il Code Section 2782.8, wh ich limits the liabi lity of a design
professional to claims, suits , actions, arb itration proceed ings, adm inistrat ive
proceed ings, regulatory proceedings , losses, expenses or costs that arise out of, perta in
to , or relate to the negligence , recklessness , or willful misconduct of the design
profess ional. The term "design professional ," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
profess ional land surveyors , and the bus iness entities that offer such services in
accordance with the appl icable provisions of the California Business and Professions
Code.
(e) City's Negligence. The prov isions of this section do not apply to claims
occurring as a resu lt of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross neg ligence or w illful acts or om issions of
City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and ma inta in in full force and effect during the
te rm of th is Agreement the insurance policies set forth in Exhibit ·c· "Insurance• and
made a part of th is Agreemen t. All insurance polic ies shall be subj ect to approval by
City as to form and content. These requ irements are subject to amendment or waiver if
so approved in writi ng by the City Manager. Service Provider agrees to provide City
w ith copies of req uired polic ies upon reques t.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are materia l considerat ions for
this Agreement. City has an interest in the qual ifiCations and capabi lity of the persons
and entities who will fu lfill the duties and obligations imposed upon Service Provider
under th is Agreement. In recognition of that interest, Service Prov ider shall not ass ign
or transfer this Agreement or any portion of th is Agreement or the performance of any of
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Serv ice Provide r's duties or obl igations under th is Agreement without the prior written
consent of the City. Any attempted assignment sha ll be ineffective , null and void , and
sha ll constitute a materi al breach of th is Ag reement entit ling City to any and all
remedies at law or in equity, including term ination of this Agreement pursuant to Section
20 "Termination of Agreement.• City acknowledges , however, that Serv ice Provider , in
the performance of its duties pursuant to th is Agreement, may utilize subcontractors .
SECTION 19. CONTINUITY OF PERSONNEL.
Service Prov ider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors , if any, assigned to perform the
Serv ices . Service Provider shall notify City of any changes in Serv ice Provider's staff
and sub-contractors , if any, ass igned to perform the Services prior to and during any
such performance .
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may term inate this Agreement, w ith or without cause, at any time by
g ivi ng thirty (30) days written notice of term ination to Service Provider. In the event
such notice is given , Serv ice Provider shall cease immediately all work in progress .
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation
under this Agreement, then , in addition to any other remed ies, either Service Provider,
or City may terminate th is Agreement immediately upon written notice .
(d) Upon term ination of this Agreement by either Service Provide r or City, all
property belonging exclusively to City which is in Serv ice Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment• of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Paymenr of this Agreement.
SECTION 21. DEFAULT.
In the event that Service Provider is in default under the te rms of this Agreement,
the City shall not have any obligat ion or duty to continue compensating Service Provider
for any work performed after the date of default. Instead , the City may give notice to
Service Provider of the defau lt and the reasons for the default. The notice shall include
the timeframe in which Serv ice Provider may cure the default. This timeframe is
presumptively th irty (30) days, but may be ext ended, though not reduced , if
circumstances warrant. During the period of time that Service Provider is in default , the
City shall hold all invoices and shall , when the default is cured , proceed with payment
on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstand ing invoices during the period of default. If Service Provider does
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not cure the default, the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement. • Any fa ilure on the part of the City to give
notice of the Serv ice Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal , state or local governments, acts of City, court
orders , fires , floods , epidemics, strikes , embargoes, and unusually severe weather. The
term and price of this Ag reement shall be equitably adjusted for any delays due to such
causes .
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are ex isting and
available to City as public records , and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Prov ider:
Notice shall be deemed effective on the date personally delivered or transm itted
by facsim ile or, if mailed, three (3) days after deposit of the same in the custody of the
Un ited States Postal Service.
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SECTION 25 . AUTHORITY TO EXECUTE.
The pe rson or persons execu ting this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute th is
Agreemen t and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. A DMI NISTRATION AND I MPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her desig nated representative . The City Manager shall have the authority to issue
interpretations and to make amendments to th is Agreement, including amendments that
commit additional funds , consistent with Section 28 "Amendment• and the City
Manager's contracting authority under th e Temple City Municipa l Code .
SECTION 27. BIN DING EFFECT.
This Agreement shall be binding upon the heirs, executors , adm inistrators,
successors and ass igns of the Parties .
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Temple City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted wa ive r
shall be void .
S ECTION 29 . 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 nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30 . 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 Los Angeles, California . In the
event of litigation in a U.S. District Court , venue shall lie exclusively in the Central
District of California , in Los Angeles .
S ECTION 31 . ATTORNEYS FEES, COSTS AND EXPENSES.
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In the event litigation or other proceeding is requ ired 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 attorney's fees , costs and ex penses, in
addition to any other rel ief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties w ith respect to the matters
addressed therein and s upersedes all other agreements o r understandings, whether
oral or written, or entered into between Service Provider and City prior to the ex ecution
of this Agreement. No statements, representations or other agreements, w hether oral
or written. made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. 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 rema in ing
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 34. CONFLICTING TERMS.
Ex cept as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first-above written.
CITY OF TEMPLE CITY
Bryan Cook, City Manager
ATTEST: APPROVED AS TO FORM:
Peggy Kuo, City Clerk Eric S . Vail, City Attomey
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CONTRACTOR :
By_~~~~~--~-------(Authorized Officer)
Name: ____________________ _
T itle: --------------------
(2*' signature required if Corporation, Incorporation or limited liability
Corporation)
BY-----------------~--~ (Authorized Officer)
Name:---------------::..,...--~~,...:'
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the Identity of the Individu al who
signed the document to which this certifiCat e is attached , and not the truthfulness . accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On -----n:=----'·u2Lll0:__,, before me , --,=""'-:o-r.m:...,.....,._,..,=......,..::::"1'""""'""""::r=,...,.,..,.--_. Dale Name Arid I 41i Of OITICir (e.g. "Jane OOi, Notary Pub liC )
personally appeared-----------------------------
Name of Slgner(s)
who proved to me on the basi s of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(i es), and that by
his/her/their slgnature(s) on the Instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
Instrument
I certify under PENALTY O F PERJURY under the laws of the
State of California that the foregoing paragraph Is true and
correct
VVITNESS my hand and official seal.
sliiiiture ol ROwy PUbliC
OPTIONAL
Though this sect.ion is optional , completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Ind ividua l
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title (•) r.,_ or Type or Ooa.ment
Partn er(s) Umited
Attorney-I n-Fact
Trustee(s)
Guardian/COnservator
Other.
Signer is represen ting :
NaiM Of Per10n(1) Of Ently(lel)
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General
Number Of Pages
o.te or Oocumert
Signer( I ) OUier Then Named Above
City of Temple Ci ty
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A notary public or other officer completing this certificate verif~es only the identity of the individual who
signed the document to which this certifiCate is attached , and not the truthfulness, accuracy , or validity
of that document.
A LL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On -----T'G'I..-----''-"2...,.0~, before me, --,=:::-.r:::-:rT:rr.<"'7"11...,....=""'"'::-r~<""n::~"""~="""',...---' Date Name Arid I dli 01 OlfiCir (e.g. "Jane OOi, Notary Pubbc; )
personally appeared----------......,==-,..,==.---------------Name or S~gner(s)
who proved to me on the basis of satisfactory ev idence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me tha t he/she/they executed
the same in his/her/the ir authorized capacity(ies), and that by
his/her/their slgnature(s) on the instrument the person(s), or the
entity upon behalf of which the person (s) acted , executed the
instrument
I certify under PENALTY OF PERJURY unde r the laws of the
State of California that the foregoing paragraph is true and
correct.
\MTNESS my hand and official sea l.
slgliilure or ROtary PUbliC
OPTI ONAL
Though this section is optional , completing this Information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title (a) nte or T~ of Oocumtnt
Partner(s) Limited
General
Attorney-In-Fact Number O f Pagea
Trustee(s)
Guardian/Conservator
Other:
Signer Is representing :
NIIIM Of Peraon(a) Or Ently(l .. )
RIV a.t1JU9"·3SSO v3
DRAFTII27 U
Oete Of Oocumtnt
Signer( a) Olher Tlwn Named Above
City of Temple C ity
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EXHIBIT "A "
SCOPE OF SERVICES
I. Service Provider will perfonn the following Services:
A
B.
C.
D.
II . As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
A
B.
C.
D.
Ill. During perfonnance of the Services, Service Provi der will keep the City
appraised of the status of perfonnance by delivering the following status reports:
A
B.
c.
D.
IV. The tangible work products and status reports will be delivered to the City
pursuant to the following schedule:
A
B.
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C .
D.
V. Service Provider will utilize the following personnel to accomplish the
Services:
A.
B.
C.
D.
VI. Service Provider will utilize the following subcontractors to accomplish the
Services:
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EXHIBIT"B"
COMPENSATION
I. Service Provider shall u se the following rates of pay in the performance of the
Services:
A [job] !hourly rat e]
B. [job] !hourly rate]
C . [job] !hourly rate]
D. [j ob] !hourl y rate]
E. [job] [hourly rate]
II. Service Provider may utilize subcontractors as Indicated In thi s Agreement
The hourly rate for any subcontractor Is not to exceed $ per hour without
written authorization from t he City Manager or his designee.
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EXHIBIT"C"
INSURANCE
A Insurance Requ irements . Service Provider shall prov ide and maintain
insurance, acceptable to the City , in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection w ith the performance of the Services by Service Provider, its
agents , representatives or employees. Insurance is to be placed with insurers with a
current A.M . Best's rating is an assigned policyho lders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following ·marked" requirements are applicable and Service Provider shall
provide the follow ing scope and limits of insurance:
as:
1 . Minimum Scope of Insurance. Cove rage shall be at least as broad
Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001 ).
Automobile Liability . Service provider shall maintain automobile insurance at
least as board as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement , including coverage
for any owned , hired, non-owned or rented vehicles.
Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the labor Code of State of
California covering all persons provid ing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) liability. Professiona l liability insurance
appropriate to the Serv ice Provider's profession. This coverage may be written
on a "claims made" basis , and must include coverage for contractual liability.
The insurance must be maintained for at least three (3) consecutive years
following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period , Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professiona l liabi lity insurance that covers the
Services to be performed in connection with this Agreement. Any policy
inception date, cont inuity date, or retroactive date must be before the effectiv e
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date of this agreement and Service Provide r agrees to ma intain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits
of insurance no less than :
(1) Commercial General Liability. $1 ,000,000 per occurrence,
$2 ,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1 ,000,000 combined
single limit for each accident.
(3) Workers' Comoensation . \Norl<ers' Compensation as
required by the labor Code of the State of California of not less than $1 ,000,000 per
occurrence and Employer's liability Insurance with limits of at least $1 ,000 ,000.
(4) Professional liability. $1,000,000 per claim and in the
aggregate .
B. Other Provisions. Insurance policies requ ired by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by th is Agreement shall
be endorsed and state the coverage shall not be suspended, voided, cancelled by the
insurer or either Party to this Agreement, reduced in coverage or in limits except after
30 days' prior written notice by certified mail , retum receipt requested , has been given to
City.
2. Commercial General Liability and Automobile Liability Coverages .
(1) City, and its respective elected and appo inted officers,
officials , and employees and volunteers are to be covered as additional insureds as
respects : liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned , occupied or used by
Service Provider; or automobiles owned , leased, hired or borrowed by Service Provider.
The coverage shall contain no special lim itations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
RI V 1-113U95S..38SO v3
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RFP -Generator Maintenance and Repair Services
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(2) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the lim its
of the insurer's liability.
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance . Specific
reference to a given coverage feature is for purposes of clarification only as it pertains
to a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher
limits than the minimums shown above , the Agency requires and sha ll be entitled to
coverage for the hig her limits maintained by the Vendor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the Agency.
(4) Coverage provided by the CONTRACTOR shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of prim ary and umbrella or excess in surance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage sha ll
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insu rance policies, including breacnes of warranties, sha ll not affect coverage
provided to City, and its respective elected and appoin ted officers , officials, employees
or volunteers.
3. Wor1sers ' Compensation Coyeraae . Unless the City Manage r
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogat ion
against City, and its respective elected and appointed officers, officials , employees and
agents for losses arising from wor1< performed by Service Provider.
C. Other Reau irements . Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to sat isfy
City that the insurance provisions of this contract have been complied with . The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit ·c·. The certificates and endorsements are
to be signed by a person authorized by that insu rer to bind coverage on its behalf. City
reserves the righ t to inspect complete, certified copies of all required insurance policies,
at any time.
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1. Service Prov ider shall fumish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
2 . Any deductibles or self-in sured retentions must be declared to and
approved by City . At the opti on of City , either the insurer shall reduce or eliminate such
deductibles or self-i nsured retentions as respects City or its respective elected or
appointed officers, officials , employees and volunteers or the Service Provider shall
proclXe a bond guaranteein g payment of losses and related investigations , claim
adm inistrat ion, defen se expenses and cla ims.
3. The procuring of such required policy or policies of in su ra nce shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
RJV 14131-6951-3880 v3
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CITY OF TEMPLE CITY
References
ATTACHMENT 2
SUBMIT SEPARATELY A LIST OF ALL CONTRACTS IN FORCE AS OF THIS DATE:
1 . City of _________________________ _
Telephone-------------------------
Contact Person-----------------------
Contract Amount$----------------------
Check one box below :
0 Annual Contract o Bid Project
2 . City of _________________________ _
Telephone ________________________ _
Contact Person-----------------------
Contract Amount$----------------------
C heck one box below :
0 Annual Contract o Bid Project
3. City of _________________________ _
Telephone-------------------------
Contact Person -----------------------
Contract Amount$----------------------
Check one box below :
0 Annual Co ntract o Bid Project
4 . C ity of ________________________ _
Telephone ________________________ _
Contact Person-----------------------
Contract Amount$----------------------
Check one box below :
0 Annual Contract 0 Bid Project
5 . City of _________________________ _
Telephone ________________________ __
Contact Person-----------------------
Contract Amount$----------------------
Check on e box below:
o Annual Contract 0 Bid Project
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
ATTACHMENT 8
AFFORDABLE GENERATOR SERVICES, INC.
a corporation
RJV #4838-6958-3 880 v3
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-l -
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY , CALIFORNIA
AND
AFFORDABLE GENERATOR SERVICES, INC.
This Agreement for Services ("Agreement") is entered into as of this 1 sr day of
July , 2019 by and between the City of Temple City , a municipal c orporation ("City") and
Affordable Gene rato r Services , a corporation ("Service Provide r"). City and Service
Provider are somet imes hereinafter i ndividually referred to as "Party" and here inafter
co ll ectively referred to as the "Parties ."
RECITALS
A. City has sought, by req uest for proposals the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, follow in g submission of a proposal for the perfo rmance
of th e services defined and described particularly in Section 2 of this Agreement, was
selected by the Ci ty to perform those services .
C. Pursuant to the City of Temple City 's Municipal Code , City has authority to
enter into this Se rvi ces Agreement and the City Manager has authority to execute this
Agreement.
D. T he Parti es desire to formalize the se lection of Service Prov ider for
performance of those services defined and described particularly i n Section 2 of this
Ag reement and desire that the terms of th at performance be as particularly defined and
described herein .
OPERATIVE PROVISIONS
NOW, THEREFORE , in cons id eration of the mut ual prom ises and covenants
made by the Pa rties and contained here and other consideration , t he value and
adequacy of which are hereby acknow ledged , the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement " of th is
Agreement , the Term of this Agreement is for three (3) years commencing on July 1,
20 19 ("Term "). Th e Agreement may be renewed for up to an additiona l two (2 ) years
upo n mutual conse nt of the Parties .
RIV 114838-6958-3 88 0 v3 -I -
SECTION 2 . SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE .
(a) Scope of Services . Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
t hi s Agreement by th is reference .
(b) Sched ul e of Performance . The Services shall be comple te d pursuant to
th e sched ul e specified in Exhibit "A." Should the Services not be comple ted pursuant to
that schedule , the Service Provider shall be deemed to be in Default of this Agreement.
The City , in its so le discretion , may choose not to enforce the Default provisions of t his
Agreement and may in stead allow Service Provider to continue performing the Services .
SECTION 3 . ADDITIONAL SERVICES.
Serv ice P rovid er shall not be co mp e nsated for any work rendered in connection
with its performance of this Agreeme nt that are in addition to or outside of the Services
unle ss such additional services are authorized in advance and in writing in accordance
with Section 26 "Adm ini stration and Implementation " or Section 28 "Amendment" of this
Agreement. If and when such addition al work is authorized , such additional work shall
be deemed to be part of the Services.
SECTION 4 . COMPENSATION AND METHOD OF PAYMENT.
(a ) Subject to any limitations set forth in this Agreement , City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation " and made a part
of this Agreeme nt by t his reference . The total co mpensation , includi ng reimbursement
for actual expenses, shall not exceed th e total price or "not to exceed " amount set forth
in Exhibit "C", unless additional compensation is approved in writing in accordan ce with
Secti on 26 "Admi ni strati on and Implementation " or Sect ion 28 "Ame nd ment" of this
Agreement..
(b) Each month Service Prov id er shall furnis h to City an original invoice for all
work performed and expenses incurred during the preceding month . T he invoice shall
detail charges by th e follow ing categories : labor (by sub-category), travel , materials ,
eq uipm ent, supp li es, and subcontract or contracts . Subcontractor charges shall be
detailed by the f ollowing categories: labor, travel , materials , equipment and suppl ies . If
the compensation set forth in subsection (a) and Ex hibit "B" include payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum ), the labor
ca t egory in each invoice shall include detailed descrip tions of task performed and the
amount of time incurred for or alloca t ed t o that task . City shall independe nt ly rev iew
each invoice sub mitted by the Service Provider to determ ine whether the work
performed and expe nses incurred are in comp li ance w ith the prov isions of this
Agreement. In the event that no cha rge s or expenses are disputed , the inv oice shall be
approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by Ci t y, the origina l invoice shall be returned by City
to Service Provider for correction and resubmiss ion .
RJV #48 38-6958-38 80 v3 -2 -
(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by Ci ty , City will use its best efforts to cause
Service Provider to be paid within forty-five (45 ) days of receipt of Service Provider's
co rrect and undisputed invoice .
(d) Payment to Service Provider for work performed pu rsuant to t his
Agreement sha ll not be deemed t o waiv e any defects in work performed by Service
Prov id er.
SECTION 5 . INSPECTION AND FINAL ACCEPTANCE .
City may inspect and accept or reje ct any of Service Provider's work under this
Ag reement, eithe r during performance or when com pleted . City shall reject or finally
accept Service Pro vid er's work withi n sixty (60) days after submitted to City . Ci ty shall
reject work by a timely written exp lanati on , otherwise Service Provider's work shall be
deemed to have been accepte d . C ity 's acceptance shall be conclusive as t o such work
except with respect to latent defects , f ra ud and suc h gross mistakes as amount to fraud .
Acceptance of any of Service Provider's work by City shall not constit ute a waiver of
any of the provis ion s of this Agree me nt including , but not limited to , Section 16
"Ind emnificatio n" and Sect ion 17 "In surance ."
SECTION 6. OWNERSHIP OF DOCUMENTS .
A ll origina l maps , models , designs , drawings, photographs , studies , surveys ,
reports , data , notes , computer files , files and other documents prepared , deve lo ped or
discovered by Serv ice Provid e r in the co urse of providing th e Services pursuant to this
Agreeme nt sha ll becom e the so le prop e rty of C ity and may be used , reused or
otherwise disposed of by City witho ut th e permission of th e Service Provider. Upon
comp letion, expiration or termination of th is Agreeme nt, Service Provider shall turn over
t o Ci t y all such origin al maps , mode ls , des igns , drawing s , photographs , studies ,
s urveys , reports , data , notes , co mpute r fil es , fil es and oth er documents .
If and to th e ex t en t th at Ci ty uti li zes for any pu rpose not related t o t his Agreement
any map s , models, de s igns , drawings, photographs , studies , surveys , reports , data,
not es , computer fil es , fil es or othe r doc um ents prepa red, deve loped or discovered by
Service Provide r in th e co ur se of providing th e Serv ices pursua nt to thi s Ag reeme nt ,
Service Provider's g ua rantees a nd warranti es in Section 9 "Standard of Performance" of
this Agreement shall not extend to s uc h us e of th e maps , mode ls, designs , drawings ,
photographs , studies , surveys , reports , data , notes , computer files , files or other
documents .
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Prov ide r s hall maintain any and all do cume nts and records
de mon strating or re latin g to Se rvice Provider's perfo rmance of the Se rvi ces . Service
Prov ider s hall maintain any and a ll ledge rs , books of account, in voi ces , vou che rs ,
ca nceled c he cks , o r other do c ume nt s or records evi dencing or re lating to work ,
services , expenditures and disburse men t s charg ed to City pursuant to this Agreeme nt.
Rl V #4838-6958-3880 v3 -3 -
Any and all such documen ts or records shall be maintain ed in accordance with
generally accepted accounting principles and shall be sufficiently comp lete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agree ment and to the
extent required by laws relating to audits of public agencies and their expenditures .
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspe ction , audit and copying , at any time during
regular business hours , upon request by City or its designated represe ntative . Copies
of such documents or records shall be prov ided directly to the City for inspection , audit
and copying when it is practical to do so ; otherwise , unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of noti ces in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business , City may , by written request ,
require that custody of such documents or records be given to the City . Access to such
documents and records shall be granted to City , as well as to its successors-in-interest
and authorized representatives .
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Prov ider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any ob ligatio n , debt or liability of any
kind on behalf of or against Ci ty, whether by contract or otherwise , unless such authority
is expressly co nferred under this Agreement or is otherwise expressly conferred in
writing by City .
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider'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 Service Provider or any of
Service Provider's officers , employees, or agents except as set forth in th is Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees , or agents are in any manne r officials ,
officers , employees or agents of City .
(c) Neither Service Provider, nor any of Service Provider's officers ,
employees or agents, shall obt ain any rights to retirement , health care or any other
benefits which may otherwise accrue to City 's employees . Service Provider expressly
waives any claim Service Provider may have to any such rights .
R.I V #4838-6958-3880 v3 -4 -
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications ,
experience and facilities necessary to properly perform the Services required under this
Ag re ement in a thorough , compete nt and professional manner. Service Provider shall
at all times faithfully, competen t ly and to th e best of its ability , expe ri e nce and tale nt ,
pe rform all Services . In me et ing its ob lig atio ns under th is Agreement, Service Prov ider
s hall em pl oy , at a minimum , generally accepted standard s and practices utilized by
persons engaged in providing services s imilar to th e Services requ ired of Service
Provider und er this Agreement. In addition to the general sta ndards of performance set
fo rth t his section , addition al specific stand ards of performance and performance criteria
may be set forth in Ex hi bit "A" "Scope of Work" that shall also be applicable to Service
Provid er's work under th is Agreeme nt. Where there is a confl ict between a general and
a specific standa rd of performance or performance c rit eria , the specific standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider s ha ll keep itself informed of and comply wit h all app l icable
federal , state and local law s , sta t utes, co des , ordinances , regu lations and ru les in effect
during th e t erm of this Agreeme nt. Serv ice Provider shall ob ta in any and all licenses ,
permits and a uthoriza ti ons necessary to perform the Services set forth in this
Ag reement. Neither City, nor any e lect ed or appointed boards , officers , officials ,
e mpl oyees or agents of City , shall be li able , at law or in equity , as a resu lt of any failure
of Service Provider to co mpl y with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of C ity and Service Provider that California prevailing
wage laws do not apply to this Agreeme nt because the Agreement does not involve any
of t he fol low in g se rv ices subject to prevailing wage rates pursuant to the California
Labor Code or reg ulation s promulga t ed th ereunder: Construction , alteratio n, demolition ,
in stalla ti o n, or repair work performed on public buildings , facilities , streets or sewers
done und er co ntract and paid for in whole or in part out of public funds. In t hi s context ,
"co n st ru ct io n" in cl ud es work perfo rm ed during the design and preconstruction phases of
co nstru ction incl ud ing , but not li mited to , in spection and land surveying work .
SECTION 12 . NONDISCRIMINATION.
Service Provider shall not discriminate , in any way , against any person on the
basis of race , co lo r, re li gious c reed , national orig in , ancestry , sex , age , physical
han d icap , med ica l co ndi tion or marita l status in connection with or related to the
performance of this Agreement.
Rl V #4838 -6958 -3880 v3 -5 -
SECTION 13. UNAUTHORIZED ALIENS .
Service Provider hereby prom ises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S .C .A . §§ 1101 , et seq ., as
amended , and in connection therewith , sha ll not emp loy unauthorized aliens as defined
th erein . Shou ld Serv ice Provider so employ such unauthorized aliens for the
performance of the Services , and sho uld t he any liability or sanctions be imposed
aga in st City for suc h use of unauthorized a li ens , Service Provider hereby agrees to and
sha ll reimburse C ity for th e cost of a ll such li abi lities or sanctions imposed , together with
any and all costs , includin g attorneys' f ees , incurred by City .
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm , has or shall acquire any interest, directly or indirectly , which wou ld conflict in any
manner with the inte rests of City or which would in any way hinder Service Prov ider's
performance of th e Services . Service Provider further covena nts that in the
performance of this Agreement, no person having any such interest sha ll be employed
by it as an officer, employee , agent or subcontractor without the express written consent
of the Ci ty Manager. Service Provider agrees to at all tim es avoid conflict s of interest or
the appearance of any co nfl icts of inte rest with the inte rests of City in the performance
of thi s Agreeme nt.
(b) City und erstands and acknowledges that Service Provider is , as of the
date of executio n of thi s Agreement, independently involved in the performance of non-
related services for other governmenta l agencies and private parties . Service Provider
is unaware of any st ated position of City re lative to such projects . Any future position of
Ci ty on such projects shall not be co nsidered a conflict of interest for purposes of this
section .
(c) City und erstands and acknowledges that Service Provider w i ll , pe rform
non -related services for other governmental agencies and private Parties following the
comp letion of th e Services under this Agreement. Any such future service shall not be
considered a confli ct of interest for purposes of this sectio n.
SECTION 15. CONFIDENTIAL INFORMATION ; RELEASE OF IN~ORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential , unless such
information is in the public domain or already known to Service Provider . Se rvi ce
Provider shall not release or disclose any such information or work product to persons
or entities other t han City without prior written authorization from the City Manager ,
except as may be required by law .
(b) Service Provider , its officers , employees , agents or subcontra ctors , shall
not , without prior written authorization from the City Manager or unless requested by th e
City Attorney of Ci ty , voluntarily provide declarations , letters of support , testimony at
depositions, respo nse to interrogatories or other info rmatio n concern i ng the work
RIV #4838-6958-3880 v3 -6 -
performed under this Ag re ement. Response to a subpoena or court order shall not be
co nsid ered "vol untary" provided Service Provider gives C ity notice of suc h court order or
s ubp oena .
(c) If Se rvi ce Provider , or any officer, emp loyee , agent or subcon t ractor of
Se rvi ce Provider, provides any in format io n o r work product i n violation of this
Ag reeme nt, then City s hall have the right to reim burse me nt and i ndemnity from Service
Provider for any damag es, cos ts and fees , including attorneys fees, caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify Ci ty should Service Provider , its
officers , employees , agents or subcon tracto rs be served with any summons , complaint,
s ubpo ena , notice of deposition , request f or documents , interrogatories , request for
admissions or other di scovery request , court order or subpoena from any party
rega rd ing this Ag reement a nd the work p erformed thereunder. City retains the right, but
has no ob li ga t io n, to rep resent Service Provider or be present at any deposition , hearing
or similar proceed ing . Service Provider agrees to cooperate fully with City and to
provide City w ith the opportunity to review any response to discovery req uests provided
by Service Provider. However, this right to review any such response does not imply or
mean the right by City to co ntro l, direct, or rewrite said re sponse .
SECTION 16 . INDEMNIFICATION .
(a) Indemn ifi ca ti on for Professional Liability. Where the law establishes a
professional standard of care for Se rvi ce Provider's services , to the fullest extent
permitted by law , Serv ice Provider s hall indemnify , protect , defend and hold harmless
Ci ty and any and all of it s officials, e mpl oyees and agents ("Indemnified Parties ") from
and against any and all liability (inc luding liabi lity for claims , suits , actions , arbitration
proceedings , administrative proceed ing s, regulatory proceedings , losses , expenses or
cos ts of any k ind , wh ether actual , all eged or threatened , including attorneys fees and
costs , court cost s , interest , defense costs , and expert witness fees) arise out of, are a
co nsequence of, or are in any way attributable to , in whole or in part , any negligent or
wron gful act, e rro r o r omi ssion of Serv ice Provider, or by any individ ual or entity for
which Service P rov id er is legally li ab le , including but not li mited to officers , agents,
e mployees or sub-co ntra ct ors of Se rvi ce Prov id er , in th e performance of professiona l
se rvi ces under thi s Agreement.
(b) Indemnification for Other than Professiona l Liability. Oth er than in the
performance of professional services and to the full extent permitted by law , Service
Prov ider shall ind e mni fy , protect, defend and hold harmless Ci t y , and any and all of its
emp loyees , offic ial s and age nts from and against any liability (including liability for
claims , suits , action s , arbitration proceedings , admi ni strative proceedings , regulatory
proceedings , losses , expenses or cos t s of any kind , whether actual , alleged or
threatened , including attorneys fees a nd costs , court costs , interest, defense costs , and
expe rt witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to , in whole or in part, th e performance of this Agreement by Service
P rovid er or by any ind ividua l or entity for w hich Se rvi ce Provider is legally liable ,
Rl V #4838-6958-3880 v3 -7 -
including but not limited to officers , agents , em ployees or sub -contractors of Service
Provider .
(c) Indemnification from Subcontractors . Servi ce Provider agrees to obta in
executed indemnity agreements with provi sion s identical to those set forth in this
section from ea c h and every subcontractor or any other person or entity involved by , for ,
with or on behalf of Service Provider in the performance of th is Agreement naming the
Indemnified Parties as additional indemnite e s . In the event Service Provid e r fails t o
obtain su c h indemnity obligations from others as required herein , Service Provider
agrees to be fully responsible according to the terms of this section . Failure of City to
monitor compl iance with these requirements imposes no additional obligations on City
and will in no way act as a wa iver of any rights here under. Thi s obligation to indemnify
and defend City as set forth herein is binding on the successors , assigns or heirs of
Service Provider and shall survive the termination of this Agreement or this section.
(d ) Limitation of Indemnification . Notwithstanding any provision of this section
to the contrary , design professionals are required to defend and indemnify the City only
to the extent permitted by Civi l Code Section 2782 .8, which limits the liability of a design
professional to claims , suits , actions , arbitration proceedings , admin istrative
proceedings , regulatory proceedings , losses , ex penses or costs that arise out of, pertain
to , or relate to the negligence , recklessness , or willful misconduct of the des ign
professional. The term "des ign professional ," as d efined in Section 2782 .8 , is lim ited to
licensed architects , licensed landscape architects , registered professional engineers ,
professional land surveyors , and the business entities that offer such services in
accordance with the app licable provisions of the California Bus iness and Professions
Code .
(e) City 's Negligence . The provision s of this section do not apply to cla ims
occurring as a result of City's sole negligence. The provis ions of this section shall not
release City from liability arising from gross negl igence or willful acts or omissions of
City or any and all of its officials , employees and ag e nts.
SECTION 17. INSURANCE .
Service Provider agrees to obtain and maintain in full force and effect during the
term of th is Agreement the insurance policies set forth in Ex hibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subj ect to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copi es of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and ex perience of Service Provider are material considerations for
this Agre ement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Servi ce Provider
unde r this Agreement. In recognition of that interest, Serv ice Provider shall not assign
or transfe r this Agreement or any portion of thi s Agreement or the performance of any of
RI V #4838 -6958-3880 v3 -8-
Service Provider's duties or ob ligation s under this Agreement without the prior written
co nsent of the City. Any attempted assignment shall be ineffective , null and void , and
sha ll constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity , including termination of this Agreement pursuant to Section
20 "Termination of Agreement." City acknowledges , however, that Service Provider, in
the performance of its duties pursuant to this Agreemen t, may utilize subcontractors .
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any , assigned to perform the
Services . Service Provider shall notify City of any changes in Service Provider's staff
and sub-contracto rs , if any , assigned to perform the Services prior to and during any
such performance .
SECTION 20 . TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immediately all work in progress .
(b) Service Provider may terminate th is Ag ree ment for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation
under this Agreeme nt, then , in addition to any other remedies , either Service Provider,
or City may terminate this Agreement immediately upon written notice .
(d) Upon termination of this Agreement by either Service Provider or City , all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City . Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final i nvoice shall be
reviewed and paid in t he same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreeme nt.
SECTION 21. DEFAULT.
In the event that Service Prov id er is in defau lt under the terms of this Agreement ,
the City shall not hav e any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead , the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days , but may be extended , though not reduced , if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all in v oices and sha ll , when the defau lt is cured , proceed with payment
on the invoices . In the alternative , the City may , in its sole discretion , elect to pay some
or all of the outstanding invoices durin g the period of default. If Service Provider does
RI V #4838-6958-3880 v3 -9 -
,----------;----~-----------------
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider 's default shall not be deemed to result in a waiver of the
City 's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages , if
any , caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include , but are not lim ited to , acts of God ,
acts of the public enemy, acts of federal , state or local governments, acts of City , court
orders , fires , floods, epidemics , strikes, embargoes , and unusually severe weather. The
term and price of this Agreement shall be equitably adjusted for any delays due to such
causes .
SECTION 23. 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
Services shall be furnished to Service Provider in every reasonable way to facil itate ,
without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered , or sent by telecopier or certified mail , postage
prepaid and return receipt requested , addressed as follows:
To City:
To Service Provider:
City of Temple City
Attn : City Manager
9701 Las Tunas Dr.
Temple City , CA 91780
Notice shall be deemed effective on the date personally delivered or transmitted
by facsim ile or, if mailed , three (3) days after deposit of the same in the custody of the
United States Postal Service .
RJ V #4838-6958-3880 v3 -10 -
~----
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he /she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION .
This Agreement shall be administered and executed by the City Manager or his
or her designated representative . The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement , including amendments that
commit additional funds , consistent with Section 28 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code .
SECTION 27. BINDING EFFECT.
Th is Agreement shall be binding upon the heirs, executors , administrators ,
successors and assigns of the Parties .
SECTION 28 . AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City . The City Manager shall
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Temple City Municipal Code . All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void .
SECTION 29. 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 te rm , 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 nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30. 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 Los Angeles , California . In the
event of litigation in a U.S . District Court , venue shall lie exclusively in the Central
District of California , in Los Angeles .
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
RIV #4838-6958-3880 v3 - I I -
In the event litigation or other proceed ing 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 attorney's fees , cos ts and expenses , in
addition to any other relief to which it may be entitled .
SECTION 32. ENTIRE AGREEMENT.
This Agreement , including the attached Exhibits "A" through "C", is the entire ,
complete , final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or unde rs tandings , whether
oral or written , or entered in to between Service Provider 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 .
SECTION 33. 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 re maining
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 34 . CONFLICTING TERMS.
Except as otherwise stated herein , if the terms of this Agreement conflict with the
terms of any Exhibit hereto , or with th e terms of any document i ncorporated by
reference into this Agreement , the terms of this Agreement shall control.
IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on
the date and year first-above written .
CITY OF TEMPLE CITY
Bryan Cook , City Manager
ATTEST: APPROVED AS TO FORM:
Peggy Kuo , City Clerk Eric S . Vail , City Attorney
RlV #4838-6958-3880 v3 -12 -
CONTRACTOR:
By _____________________ __
(Authorized Officer)
Name : ____________________ _
Title: ___________________ _
(2"d signature required if Corporation, Incorporation or Limited Liability
Corporation)
By _____________________ __
(Authorized Officer)
Name : ___________________ _
Title: ___________________ _
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
R!V #48 38-6958-3880 v3 - 13 -
A nota ry public or other officer completing this certificate v erifies on ly the identity of the individual w ho
signed the document to which this certificate is attached , and not t he truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTAR Y FOR CA LIF OR NI A
STATE OF CALIFORNIA
COU NTY OF LOS ANGE LES
On -----""'"="=-----'-' -=2=0'--, before me , -u:;-;~"Jr.;";:r-r.n:::-7'rr'l~=-r,;-.;;-or1"::;";;~=-..r.:=;-;-n=:;::w"\---oate Name And l ttle Of Otftcer (e .g . "Jane Doe, Nota ry Public")
perso nally appeared-------------------------------
Na me of Sig ner(s )
who proved to me on t he bas is of sa t isfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrum ent and acknowledged to me that he/she/they execute d
the sa me in his/her/their authorized capacity(ies), and that by
his/her/th eir signature(s) on the instrument the person (s), or the
entity upon behalf of whi ch the pe rson(s) act ed , executed the
instrument.
I ce rtify under PENALTY OF PERJURY under the laws of the
State of California that the forego i ng paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this informat ion can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
DESCRIPTION OF ATTACHED DOCUMENT
Title (s) Titl e or Type of Document
Partner(s) Lim ited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Signer is representing :
Name Of Person (s) Or Entity(ies)
RJ V #4838-695 8-3880 v3
DRAFT 1/27115
Date Of Document
Si gner(s) Other Th an Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached , and not the truthfulness , accuracy , or validity
of that document.
A LL -P URP OSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On --------,r-=r::-----'''-'2=-'0"--, before me , ----,n==-::->r=rr.t~.,......,...=~~..,.,.,=""'"''"::-=-<=:=7"1...-:-:t:=.----Date Nam e And l 1tle Of Off1cer (e.g . "Jane Doe, Notary Public")
pe rsona ll y appeared -------------.===-=~==.----------------Nam e of S1gne r(s)
who proved to me on the basis of satisfact ory evidence to be t he
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person (s), or the
entity upon behalf of which the person(s) acted , executed the
instrument.
I cert ify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
cor rect.
WITNESS my hand and official seal.
Signature of Notary Publi c
OPTIONAL
Th ough this section is optional , completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
C APA C IT(I ES ) C LAIMED BY SIGNER(S)
Signer's Name:
Individual
Corporate Officer
D ESC RIPTION OF ATTAC H ED DO C UM ENT
Title(s) Title or Type of Docum ent
Partner(s) Limited
Attorney -! n-F act
Trustee(s )
Guardian/Conservator
Other:
Signer is repre senting:
Name Of Person(s) Or Entity(ies)
RIV #4838-6958-3880 v3
DRAFT 1/2 7/15
Genera l
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
EXHIBIT "A"
SCOPE OF SERVICES
SERVICE PROVIDER shall provide comprehensive mechanical maintenance and repair
services for the generators as follows :
I. PRAMAC GENERA TOR (CIVIC CENTER, 5938 KAUFFMAN AVE.)
1. Semi-Annual (i.e., Minor Service) and Annual Service (i.e., Major
Service) and Load Tests. The generator equipment lo cated at the
designated site shall be inspected and serviced semi-annually and
annually and a load bank test sha ll be performed annually . Compensation
shall be inclu sive of all labor, t rave l, service parts , including any taxes
applicable to such parts.
2 . Diesel Particulate Filter (DPF). Remove DPF med ia filter for cleaning .
Removal of the DPFs filter med ia may only occur under the following
conditions :
a . The internal combustion engine shall not be operated for
maintenance and testing or any other non-emergency use while the
diesel particulate filter media is removed ;
b. The diesel particulate filter's f ilter media shall be returned and re-
installed within 10 working days from the date of removal ; and
c . Service records must indicate the date(s) the DPFs filter media was
removed for cleaning and the date(s) the filter med ia was re-
installed .
3. Hours of Service . Per AQMD Perm it No . G49356 , the engine shall not
be operated for non-emergency purposes, including maintenance and
testing , between the hours of 7:30 a .m. to 3:30 p.m., when school is in
session.
The Oasis Trilingual Community School (5957 Golden West Ave ., Temple
City) school year begins in August and ends in June. Services that
require operation of the engine shall be scheduled after 3:30 p.m . on a
school day; during the Thanksgiving Break , Winter Break or Spring Break ;
or during the summer when school is not in session .
RIV #4838 -6958 -3880 v3
DRAFT 1/2 7115
A -1
All other services shall be performed on normal work days , defined as
non-holidays Mondays through Fridays , 7 :30a.m. through 4 p.m .
4 . On-Call Services. The Contractor shall prov ide a 24-hour , 7-day per
week on-call service phone number to handle customer servi ce needs and
emergencies after-hours . Emergency calls will require a service
technician to be on site within four (4) hours after the initial request has
been made .
II. PECO AND BALDOR GENERATORS (CITY YARD, 9167 LA ROSA DR.)
1 . Semi-Annual and Annual Service and Load Tests. The generator
equipment located at the designated sites shall be inspected and serv iced
semi-annually and annually and a load bank test shall be performed
annually . Compensation shall be inclusive of all labor, travel , serv ic e
parts , including any taxes applicable to such parts .
2 . Hours of Service. The serv ices shall be performed on normal work days ,
defined as non-holidays Mondays through Thursdays , 7:30 a .m . through 4
p .m .
3. On-Call Services . The Contractor shall provide a 24 -hour, 7-day per
week on-call service phone number to handle customer service needs and
emergencies after-hours. Emerge ncy ca lls w i ll require a serv ice
technician to be on site within four (4) hours after the initial request has
been made .
Ill. DESCRIPTION OF SERVICES TO BE PERFORMED
Generator maintenance and repair services and load bank testing shall be
performed as identified in the SERVICE PROVIDERS Services to be Performed
hereby attached as Exh ibit A.1 .
RIV #4838-6958-3880 v3
D RA FT 1/27/15
A -2
EXHIB IT A.1.
AFFORDABLE GENERATOR SERVICES, INC.
13525 Larwin C ircle , Santa Fe Springs, CA. 90670
Tel : 562-864-6563 Fax: 888-651-5901 Email: cathy@aqs.la
www.affordablegeneratorservices.com
"Service with Accountability"
SERVICES TO BE PERFORMED
MINOR SERVICEi
1. Check fuel and oil levels. Check f or oil leaks . Add oil if needed for safe engine operation.
2 . Check radiator level. Check antifreeze condition. Inspect radiator for leaks and blocked core.
3. Inspect hoses for leaks, security, weakness, brittleness, and cracking. Check and tighten all hose clamps .
4. Inspect all belts for proper tension and condition. Adjust if needed.
5. Inspect water pump for leaks and noises.
6. Inspect jacket water heater for correct operation.
7. Inspect air cleaner elements. Clean if needed. Inspect crankcase breathers, check for excessive blow-by.
8. Inspect turbocharger rotation and end play .
9. Inspect batteries, cables and lugs for t ightness. Clean batteries and fill if requ ired. Record battery cells specific
gravities. Ch eck for correct electrolyte level. Record DC voltage, Inspect battery charger. Record starter voltage at start-up.
10. Inspect governor and engine controls. In spect controls and l inkage for pr oper operation. lube oil as necessary.
11. Inspect engine control panel for loose connections. Tighten if needed.
12. Inspect day tan k, piping, motors and levels . Check for leaks . Drai n water from fuel/water se parators.
13. Start engine and warm up. Re cord readings . Adjust RPM as needed. Check fluid leaks. Check all instruments for
operation.
14. Test engine safety shutdown pre-alarms and alarms, when applicable
MA)OR SERVICE !INCLUDES STEPS LISTED UNDER MINOR SERVICE INCLUDING):
1. Inspect generator brushes and clea n sl ip rings when applicable.
2. Inspect and dean generator exciter and regulator. Inspect for loose connections.
3 . Cha nge engi ne oil, and engine oil filters.
4 . Cha nge engi ne fuel filters and water filters when applicable.
ADDITIONAL STEPS INCLUPED FOR GASOLINE UNITS PURING MAJOR SERVICE:
1. Inspect ignition wires for cracks, Insulation breakdown, and corrosi on.
2. Inspect distri butor cap rotor for cracks, corro sion, and wear.
3 . Inspect and adjust ignition condensers and points.
4. Adjust spa rk plugs.
ADDITIONAL SERVICES PERFORMED AT CUSTOMER'S REQUEST AT AN ADDITIONAL COST:
1. Coo ling system service (cha nge antifreeze, thermostat, belts and water hoses). Factory recommended every three-years.
2. Oil and or fuel sample for analys is.
3. load bank test, building load test with cu stomer connected load .
4 . Test automatic transfer switch, exercise automatic transfer switch. Lubricate and clean automatic transfer switch.
5 . Fuel tank cleaning (remove water from fuel tank).
6 . Train pe rsonnel on generator and fire pump operating procedures and maintena nce up keep between regu lar service calls .
AGS com piles with california 's hazardous waste laws for safe an d re spo nsible r emoval of oil and antifreeze from you fa cility . EPA I. D.
#CAl000435725
Th is signed contract contains the entire agreement between the parties . Any representation or agreem ent not conta ined herein shall be of no force
and effect whatsoeve r. This agree ment shall rema in In effect until receipt by either party, of a thirty (30) day written notice of cancellation. p .O.'s
Issued, binds this acreement, constitutes as a signature and authorizes AG5 to commence work which Includes full acceptance of AG5's Terms and
Conditions by the cus t omer.
Our General liability Insurance carrier Is able to provi de form number 52802 -<:G(G/16)-Blanket Additiona l Insured and form number 52857-<:G
(1/16) Blanket Wa iver of Subrogation. Additiona l fo r m numbers may be available from the carrier for an add it ional cost .
2
EXHIBIT "8"
COMPENSATION
The CITY shall pay th e SERVICE PROVIDER to perform services prov ide herein as
fo ll ows :
Civic Ce nter -Pramac Generator
Minor Service
Major Service (tax included)
PM Filter C lea ni ng
2 Hour Load T est (to be comp leted at time of either service)
Maintenance Yard Portable -Baldor Gene rator
Minor Se rv ice
Major Service (tax included)
2 Hour Load T est (to be comp let ed at time of eith er service )
Maintenance Yard Permanent -PECO Generator
Minor Serv ice
Major Service (tax incl uded)
2 Hou r Load Test (to be comp leted at time or ei th er service)
Total :
$225 .00
$656 .25
$500 .00
$525 .00
$225 .00
$446 .98
$475 .00
$225 .00
$467.05
$475 .00
$4,220 .28
SERVICE PROVIDERS Emergency Generator -Service Agreement Quote and Labor
Ra tes, dated Feb ru ary 20 , 2019 , are attached hereto as Exhibits 8.1 . and 8 .2 .,
respectively .
IU V #4838-6958-3880 v3
DRAFT lf27/15
B-1
Fe bruary 20. 2019
CITY OF TEMPLE CITY
970 1 Lo s Tunas Drive
Temple City. CA 91780
AFFORDABLE GENERA TOR SERVICES, INC.
13525 Larwin C ircle, Santa Fe Springs, CA 90670
T el : 562-864-6563 Fax: 888-651 -5901 Email: cathy@ags.la
www.affordablegeneratorservices.com
"Service with Accountability"
At tn: Bryon Anirumi. Public Safety Supv.
EMUGENcy GENERATOR -SERviCE AGREEMENT QUOTE
Location: Civic Center & Maintenance Yard
Proposed Service:
Service your standby generator semi-onnuolly on o service agreement basis.
Civic Center-Promoc Generator
Minor Service
Major Service
$ 225.00
$ 656 .25 (lox included)
$ 500.00
EXHIBIT 8.1 .
PM Riter Cleaning
2Hr Load Test $ 525,00 (to be completed ollime of either service)
Maintenance Yard Portable-Boldor Generator
Minor Service
Major Service
2Hr Load Test
$ 225.00
$ 446.98 (lox included)
$ 475 00 (to be completed ot time of either service)
Maintenance Ya rd Permanent-PECO Generator
Minor Service $ 225.00
Major Service $ 467.05 (lox included )
2Hr load Test $ 475 00 (to be completed ot time of either serv ice)
GRAND TOTAL ANNUAL SERVICE: 54 22Q 28
All Major Inspections Include:
• Oil
• Oil filter(s)
• Consu mobles
Water Filter (if applicable)
Fuel Rller(s)
Roles o re based on work h ours 7:00 A.M . t o 3:30 P.M .. Monday through Friday. In addition to generator service and
maintenance. we also offer auto transfer switch service and repair. generator lo ad testing, infrared imaging, fvel delivery
a nd circuit breaker/switchgear service and testing .
Once reviewed o nd agreed upon, p lease sign, dole and return via email, thus oulhorizing service to commence. If o
purchase order is necessary, please provide purchase order number. This price quotation is valid for 30 days and by signing
you ore accepting our payment terms of Net 30. Prop 65 w oming, certain prod ucts In the quote may conta in chemicals
known to the stole of Colifomio to cause c anc er or reproductive harm
We thank you for this opport unity and look forward to working with you. If you hove a ny questions about t he quote, please
do not hesitate to phone.
Sincerely.
Cathy Donley
562-505-2939
1
EXHIBIT 8.2 .
AFFORDABLE GENERATOR SERVICES, INC.
13525 Larwin C ircle , Santa Fe Springs , CA 90670
Tel: 562-864-6563 Fax : 888-6 51-5901 Email: cathy@ags .la
www.affordablegeneratorservices.com
Weekdays
"Service with Accountability"
2019 LABOR RATES
Normal Field Hours M-F 7:00am to 3:30pm
Normal Office Hours M-F 7:30am to 5:00PM
First eight hours during normal business hours will be bi lled at Straight time
First 4 hours work outside of normal business hours will be billed at (X1 .5 )
All hours after that will be billed at (X2)
Weekends
Saturdays billed at (X1 .5)
Saturday after the first 8 hours will be billed at (X2)
All day S un day billed at (X2)
Holidays
The following Holidays, will be b ill ed at 2x Rate , un less they fall on a Sunday
New Year's Day
Easter
Memorial Day
Fourth of July
labor Day
Thanksgiving
Christmas
Any major holiday which lands on a Sunday, will be billed at 3x rate
$95 .00 per hour
$142.50 per hour
$190 .00 per hour
$142.50 per hour
$190.00 per hour
$190.00 per hour
$190 .00 per hour
$285.00 per hour
EMERGENCY CALL OUTS: 2 hour minimum portal to portal , from point of call, p lus $1.75 per mile
GENERATOR RENTALS-Plea se ca ll for individual unit rates
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance , acceptable to the City , in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents , representatives or employees. Insurance is to be placed with insurers with a
current A.M . Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (o r larger).
Only the following "marked" requirements are applicable and Service Provider shall
provide the following scope and limits of insurance :
1. Minimum Scope of Insurance . Coverage shall be at least as broad
as :
X Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001 ).
X Automobile Liability . Service provider shall maintain automobile insurance at
least as board as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement, including coverage
for any owned , hired , non-owned or rented vehicles .
_x_ Workers' Compensation . Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Prov ider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability . Professional liability insurance
appropriate to the Service Provider's profession. Th is coverage may be written
on a "claims made " basis , and must include coverage for contractual liability .
The insurance must be maintained for at least three (3) consecu tive years
following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period , Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement. Any policy
inception date , continuity date , or retroactive date must be before the effective
Rl V #4838-6958-3880 v3
DRAFT 1127/15
C-1
date of this agreement and Service Provide r agrees to maintain cont inuous
coverage through a period of no less than t hree years after completion of the
services re quired by this agreement.
1. Minimum Limits of In surance . Se rvi ce Provider sha l l maintain limits
of insuran ce no less than :
(1) Comme rcial General Liabi lity. $1,000 ,000 per occurrence ,
$2 ,000 ,000 general aggregate for bodily injury , personal injury and property damage.
(2) Auto mobile Liabi li ty . No less t han $1 ,000 ,000 combined
si ngl e lim it for each accident.
(3) Workers' Compensation . Workers' Compensation as
requ ired by th e Labor Code of the State of California of not less than $1 ,000 ,000 per
occurrence an d Employer's Liabi lity Insura nce with limi ts of at least $1 ,000 ,000.
(4) Professional Liability . $1,000 ,000 per claim and in the
aggregate .
B. Other Provi sions . Insu ran ce po l icies required by this Agreement shall
contain the following provi sions :
1. All Policies . Eac h in s urance policy req uired by this Agreement shall
be e ndorsed and state the cove rage shall not be s uspended , voided , ca ncelled by the
insure r or either Party to this Ag ree ment , reduced in coverage or in limi t s except after
30 da ys' prior w ritten notice by certi fied mail , return receipt requested , has been given to
City.
2 . Commercial Ge neral Liabil ity and Automobile Liability Coverages .
(1) C it y , and its respec t ive elected and appo inted officers ,
offi cial s , and employees and volunteers are to be co ve red as additional insureds as
resp ects : liability arising out of activities Service Provider performs; products and
completed opera t io ns of Service Provider; premises owned , occupied or used by
Service Provider; or automobiles owned , leased , hired or borrowed by Service Provider.
The coverage shall conta in no speci al lim itations on the scope of protection afforded to
City , and their res pective elect ed and appointed office rs , officia ls , or emp lo yees .
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(2) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought , except with respect to the limits
of the insurer's liability .
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a li mita tion o n coverage, limits or other
requirements , or a waiver of any coverage normally provided by any insurance . Specific
reference to a given coverage feature is for purposes of clarification only as it pertains
to a given issue and is not intended by any party or insured to be all inclusive , or to the
exclusion of other coverage, or a waiver of any type . If the Vendor maintains higher
limits than the minimums shown above, the Agency requires and shall be entitled to
coverage for the higher limits maintained by the Vendor. Any available insuran ce
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the Agency.
(4) Coverage provided by the CONTRACTOR shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required here in may be satisfied by a
combination of primary and umbrella or excess in s urance . Any umbrella or excess
insurance shall co ntain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non -contributory basis for the benefit of Agency before the
Agency 's own insurance or self-insurance shall be ca lled upon to protect is as a named
insured .
(5) Any failure to comply with the reporting or other provisions of
the insurance policies , including breaches of warranties , shall not affect coverage
provided to City, and its respective elected and appointed officers , officials , employees
or vo lun teers .
3 . Workers' Compensation Coverage . Unless the City Manager
otherwise agrees in writing , the insurer shall agree to waive all rights of subrogation
against City, and its respect ive elected and appointed officers , officials, employees and
agents for losses arising from work performed by Service Provider.
C . Other Requ irements . Service Provider agrees to deposit with City , at or
before the effective date of this Agreement , certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with . The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by th is Exhibit "C ". The certifica tes and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
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1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Prov ider provides .
2 . Any deductibles or self-insured retentions must be declared to and
approved by City . At the option of City, either the insurer shall reduce or el iminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers , officials , employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations , cla im
admin is tration , defense expenses and claims .
3 . The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirem e nts of this Agreement.
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