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19-0826_BAKER ELECTRIC, INC._Amd No. 1 to On-Call Maint. Service Agreement
AMENDMENT NO. 1 TO THE ON-CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND BAKER ELECTRIC,INC. 1. Parties and Date. This Amendment No. 1 to the ON-CALL ELECTRICAL IVIAINTENANCE AND REPAIR SERVICES AGREEMENT is made and entered into as of this ((Q day of August,2019,by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Baker Electric, Inc. a California corporation with its principal place of business at 1298 Pacific Oaks Place, Escondido, California 92029 ("Contractor"). City and Contractor are sometimes individually referred to as"Party"and collectively as "Parties." 2. Recitals. 2.1 Contractor. The City and Contractor have entered into an agreement entitled "ON- CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICES AGREEMENT" dated August 27, 2018, ("Agreement") for the purpose of retaining the services of Contractor to provide maintenance and repair services for on-call electrical services. 2.2 Amendment Purpose. The City and Contractor desire to amend the Agreement to extend the term of the Agreement. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Sections 3.1.2 and 3.5.9 of the Agreement. 3. Terms. 3.1 Amendment. Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows: Page 1 of 3 3.1.2 Term. The term of this Agreement shall commence on August 27, 2018, and expire two (2) years from the commencement date, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established and mutually agreed upon schedules and deadlines and shall meet any other established schedules and deadlines set forth in the Task Order. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. The Parties may, by mutual, written consent, further extend the term of this Agreement for an additional one-year period. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. I, whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Agreement Amendment No. 1 may be signed in counterparts, each of which shall constitute an original [Signatures on Next Page] Page 2 of 3 I SIGNATURE PAGE FOR AMENDMENT NO. 1 ON-CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND BAKER ELECTRIC,INC. CITY OF SAN JUAN CAPISTRANO BAKER ELECTRIC, INC. Approved By: ,,,‘,../ njami • gel Signature • City Manager George England .5-22-0 Name Date Vice President Anes Title 7-/C'i 1 Mar Morris, i►,g le Date • Appro ' - To Form: r Cityri• •rne* y Page 3 of 3 • • CITY OF SAN JUAN CAPISTRANO ON-CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICES AGREEMENT 1. Parties And Date. This Agreement is made and entered into this day of August, 2018 by and between the by and between the City of San Juan C istrano, a municipal corporation organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City') and Baker Electric, Inc.,a corporation with its principal place of business at 1298 Pacific Oaks Place, Escondido, ' California 92029 ("Contractor"). City and Contractor are sometimes individually referred to as"Party" and collectively as"Parties" in this Agreement.. 2 Recitals. • 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement and in the task order(s)to be issued pursuant to this Agreement and executed by the City and Contractor("Task Order"). Contractor represents that it is experienced in On-Call Electrical Maintenance and Repair services•to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of the City. Contractor will perform the Services and shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 2.2 Project. City desires to engage Contractor to render such maintenance and repair services forte On-Call Electrical Maintenance and Repair Services("Project")as set forth in this Agreement on an on-call, as-needed basis. Services shall additionally be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein (each such project shall be designated a "Project" under this Agreement). 3 (TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to - furnish to the City all labor, materials, tools, equipment, services, and incidental and 61147.02100130113026.2 Page 1 of 27 . customary work necessary to fully and adequately supply the maintenance and repair services necessary for the Project ("Services"). The types of Services to.be provided are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in.the individual Task Orders issued by the City. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "C". All Services shall be subject to, and performed in accordance, with this Agreement, the relevant Task Order, • the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall commence on the date first • set forth above and expire one (1) year from the commencement date, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, 'and shall meet any other established and mutually agreed upon schedules and deadlines within the term of this Agreement and shall meet any other established schedules and •deadlines set forth in the Task Order. All applicable indemnification provisions of this Agreement shall remain in effect following the termination.of this Agreement. The Parties may, by mutual, written consent, further extend the term of this Agreement necessary to for two (2)additional one-year periods. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details'of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others, during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries,and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the specific schedule that shall be set forth in the Task Order("Schedule of Services"). Contractor shall be required to commence work within three (3) hours of receiving a 'fully executed Task Order. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with each Schedule, the City shall respond to Contractor's submittals in a timely manner. Upon the City's request, Contractor shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services as set forth in each Task Order. 6U47.021001301130262 Page2of27 3.2.3 Conformance to Applicable Requirements. All work undertaken by Contractor shall be subject to the approval of City. 3.2.4 Citv's Representative. The City hereby designates the Utilities Assistant Utilities Director, or his or her designee, to act as its representative for the • performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.5 Contractor's Representative. Contractor hereby designates Michael Farrell, Business Development Manager, or his designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). • Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement and as described in the relevant Task Order. 3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care: Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner,consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of.Califomia. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors, if any, have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a city or county business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. In addition, Contractor shall possess a valid State of California Specialty Contractor's license for electrical work, a C-90 (Electrical) Contractors License specific.to the type of work they propose to perform in their proposal. The City shall have the right to request a copy of any license for the • purposes of.verification. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly 61147.021001301130262 Page 3 of 27 • removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Contractor shall perform the Services.in strict accordance with any completion schedule or Project milestones described in this Agreement and any Task Order issued by the City, or which may be provided separately and agreed upon in writing by the Parties. Contractor shall be responsible for the cost of any damages suffered by the City by reason of delay caused by Contractor, its employees or subcontractors, if any. 3.2.9 Disputes. Should.any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Agreement, Contractor shall continue to perform the Services while said dispute is decided by the City. If Contractor disputes the City's decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, • rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If. the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but,are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as • permitted by law. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Contractor. By.executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five(5)years immediately preceding the 61147.02100\30113026.2 Page 4 of 27 • date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub- s• ubcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants, if any, performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be .grounds for the City to terminate the Agreement for cause:.(1)failure of Contractor or its subcontracts, sub-subcontractors or consultants, if any, to meet any of the requirements provided for in Sections 3.2.10.1; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or(3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, . Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, if any, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor. shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 61147.02100\301130262 Page 5 of 27 • • 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, •but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (GARB). Contractor shall specifically be aware of the CARB limits and requirements application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties.imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, it subcontractors, if any, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with,'all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act(33 U.S.C. §§ 1300);the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board, the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the state. (B) Liability for Non-Compliance. Failure to comply with- the laws, regulations;and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence or willful misconduct of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it; its employees and subcontractors, if any, will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph. • 61147.02100\30113026.2 Page 6 of 27 • • 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor, if any, to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.• • 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: • (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability Insurance . Services Office Commercial General Liability coverage (occurrence form CG 0001) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability(including but not limited to ISO CG 24 26 or 21 29);or(2)cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability:$1,000,000 per occurrence, $2,000,000 aggregate for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence • limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Agreement. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to-the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If • 61147.02100\30113026.2 Page 7 of 27 • such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy. of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative,the City may suspend or terminate this Agreement. (D) Additional Insured. The City of San Juan Capistrano, its officials, officers, 'employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1).using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of San Juan Capistrano, its officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shallbe primary insurance as respects the City, its officials, officers,employees,agents, and volunteers,or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that.such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its officials, officers, employees, agents,and volunteers shall be excess of the contractor's insurance and shall.not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired•or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its 61147.021001301130262 Page 8 of 27 • • officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). . (C) Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the•City; its officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A)coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties,shall not affect coverage provided to the City, its officials,officers, employees, agents, and volunteers. Any failure to comply with reporting or other • provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds. • 3.2.11.4 Separation of Insureds; No Special Limitations;Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, officers, employees, agents, and volunteers; or(2)the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 61147.02100\30113026.2 Page 9 of 27 3.2.11.6 Subcontractor Insurance Requirements. Contractor - shall.not allow any subcontractors to commence work on.any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. • 3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory'to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its. behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work • commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be • limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, if any, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and , wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Bonds. 3.2.13.1 Performance Bond. Not required. 3.2.13.2 Payment Bond. Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the Total Compensation indicated in this Agreement, and in the form provided by the City attached 61147.02100\301130262 Page.10 of 27 • hereto as Exhibit "D". If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. 3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post ' acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any,that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms,or conditions of payment to the Contractor,will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause. • 3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best's rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code -of Civil Procedure, and proof of such is provided to the City. • 3.2.13.5 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three(3)years from the date of final payment under this Agreement. 3.3 Fees and Payments. •3.3.1.1 Compensation. Contractor shall receive compensation, including authorized reimbursements,for all Services rendered under this Agreement at the rates set forth in Exhibit"B"attached hereto and incorporated herein by reference. The maximum compensation for Services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total,compensation to be provided under this Agreementfin the aggregate, shall not exceed Forty Five Thousand Dollars($45,000)('Total Compensation")without written approval of the City. Extra Work 61147.02100\301130262 Page 11 of 27 • may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. • 3.3.2 Payment of Compensation. Contractor shall submit to City a . monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. • 3.3.3 .Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project,.but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 California Labor Code Requirements 3.3.5.1 Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable"public works" or"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising.out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all,subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. • 3.3.5.2 If the Services are being performed as part of an applicable"public works"or"maintenance"project,then pursuant to Labor Code Sections 1725.5 and 1771.1,the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain • 61147.02100\30113026.2 Page 12 of 27 registration for the duration of the.Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. 3.3.5.3 This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, including any delay, shall be Contractor's sole responsibility. Any delay arising • out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City; its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. 3.4 Termination of Agreement. • 3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by • giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7)days before the effective date of such termination. Contractor may, by written notice to City, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to City of such termination,and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to.provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15)days of the request. 3.4.3 Additional-Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. • 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this.purpose: 61147.02100\30113026.2 • Page 13 of 27 Contractor: . Baker Electric, Inc. 1298 Pacific Oaks Place Escondido, CA 92029 Attn: Heze Williams, Project Manager City: City of San Juan Capistrano . 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Steve May, Director of Public Works and Utilities Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. • 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to,or incident to any alleged acts,errors or omissions of Contractor, its officials, , officers, employees, subcontractors, if any, consultants or agents in connection with the • performance of the Contractor's Services,the Project,this Agreement, or any Task Order, including without limitation the payment of all consequential damages,expert witness fees and attorneys' fees and other related costs and expenses, except for any claims, demands, causes of action, costs, expenses, liabilities, losses, damage or injuries arising through the sole negligence or willful misconduct of the City, or its officials, directors, officers, employees, agents or independent contractors. 3.5.2.2 Additional Indernnity Obligations. Contractor shall defend, with Counsel of City's choosing and at Contractor's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against the City or its directors, officials, officers, • employees,volunteers and agents. Contractor shall pay and satisfy any judgment,award or decree 'that may be rendered against the City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding, except for any judgments, awards or decrees arising through the sole negligence or willful misconduct of City, or its officials, directors, officers, employees, agents or independent contractors. Contractor shall also reimburse City for the cost of any settlement paid by the City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit,action or other proceeding,except for any costs 61147.02100\30113026.2 Page 14 of 27 • of settlements arising through the sole negligence or willful misconduct of the City, or its officials, directors, officers, employees, agents or independent contractors. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse the City and its directors, officials, officers, employees, agents, and/or volunteers,for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided, except for any legal expenses and costs arising through the sole negligence or willful misconduct of the City, or its officials, directors, officers, employees, agents or independent contractors. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. In addition to any and all contract requirements pertaining.to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees•shall acquire no right or.interest by reason of such attempted assignment, hypothecation or transfer. • 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, subcontractors, if any, and agents of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, 61147.021001301130262 Page 15 of 27 officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, • content or intent of this Agreement. 3.5.9 Amendment; Modification. No . supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third • Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors, if any, to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. • 3.5.15 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement,the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. • 3.5.16 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants•that the individuals who have signed this Agreement 61147.02100130113026.2 Page 16 of 27 • have the legal power, right, and authority to make this Agreement and bind each • respective Party. 3.5.17 Counterparts. This Agreement may be signed in counterparts,each of which shall constitute an original. 3.5.18 Entire Agreement. This Agreement contains the entire Agreement • of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. .This Agreement may only be modified by a writing signed by both parties. • 3.5.19 Recitals. The recitals set forth above are true and correct and incorporated herein by reference. [signatures on following page] • 61147.02100\301130262 Page 17 of 27 • • • • SIGNATURE PAGE FOR ON-CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND BAKER ELECTRIC, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 23 day of AUGUST,2018. CITY OF SAN JUAN CAPISTRANO BAKER ELECTRIC, INC. Approved By: ' < ' : .lam• , _ _. Be'-j' in . ie �e 9 'City Man d George England _ Date Name Attest V Vice President Title =_ --- -. - .:_ - __ aria rris, Clerk - o Approved As To Form:- . _. $ 2- -�- Date City-Attar — - — - - • • 61147.02100L301130262 Page 18 of 27 EXHIBIT "A" • SCOPE OF SERVICES • The Contractor is tasked to perform on-call and as-needed electrical maintenance and repair services pursuant to Task Orders issued by the City. Such Services may include, but are not limited to, the following work activities: A. The repair and/or replacement of electrical equipment, switch gear, VFDs, PLC/ SCADA telemetry components and sensors, radios etc. The Contractor will perform the Project services in accordance with the approved Specifications attached to this RFQ (Attachment 3), Special Provisions, and the Standard Specification for Public Works Construction, Latest Edition. Including all supplements therefore, on file in the Utilities Division Office of the City of San Juan Capistrano, California.All work shall be in.accordance with the California Building Code, the California Electric Code, and applicable County and City Building and Fire Codes, (The "Standard Specifications"). The following are examples of the typical work to be performed, but does not constitute all the work needed in the fulfillment of the needs of the City. • Replace existing components with identical or equal replacement parts, as determined by the City, including supply and installation work for: • 5 Hp - 125 Hp Variable Frequency Drives, 6 pulse. • • Printed Control Board (PCB) assemblies. • Drive SMPS PCB Assemblies, 50—75 Hp. • Diode bridges, 50— 125 Hp. • 1/2"—2" Rigid conduit • '/2"—2" Flexible conduit • •3 phase soft starts 30 Hp-75 Hp. • Ferraz fuses. • Electrical enclosures Square D, NEMA 4, size 12x12x4—to 48x36x16 • Pressure Flow transducers • Level transducers • • SCADA components including, sensors, switches, and PLCs • Radio equipment. Provide labor services (Exhibit B) on an hourly basis: • Service calls to test and evaluate. • Trouble shoot motors, electrical wiring, equipment, motor controls, switch gear,fuses, breakers, electrical circuit boxes and VFDs etc. Page 19 of 27 • • • Trouble shoot solid state flow meters. • Trouble shoot PLC/SCADA telemetry, radios • Thermal imaging and evaluation. - • Disconnect and reconnect electrical and controls for motors, and control valves.' • Provide materials, labor, and Project Management from list (Exhibit B) on - and hourly basis. • Perform fixed lump sum work for specific conditions and work per quoted cost on Exhibit B. • Provide technical support to City staff when requested. B. The work may be'done during regular working hours, after hours, or on weekends. If there is an emergency, the Contractor will be expected to respond within three (3) hours of the call for assistance to the event'location site. C. All emergency work will be done on a time and material basis plus normal markups per the Standard Specifications for Public Works Construction (The Green Book). Daily reports will be prepared and submitted to the City per section 3-3.3 of the Green Book. All work will be performed in compliance with the City's standard specifications and the requirements of the City. D. The Contractor will be responsible for supplying all labor, equipment, and materials needed as requested by City personnel to complete any job assigned by the City.The materials will meet the standards provided in the Specifications with the general intent of replacing in kind the material currently installed. The City reserves the right to require or specify make and models of equipment different from that specific manufactures or model listed in these specifications. The City will furnish as agreed • upon prior to start of work or on an as needed basis any required materials not supplied by the contractor.The City will call Underground Service Alert(USA)for utility locations prior to the start of work. The City will acquire all permits from the governing agencies as required. In the event that a conflict or contradiction is discovered between the proposal language and the City's standard contract terms, the City's standard contract terms shall prevail. E. The Contractor shall be responsible and shall take necessary precautions to prevent public trespass into areas of work, during and following construction, until that time that the area is opened again to the public for their use. F. Rubbish and construction debris shall be disposed of to an approved dump site. After removal operations have been completed, the grounds shall be left in a neat and presentable condition, satisfactory to the City representative. Page 20 of 27 G. The Contractor shall verify the location of all utilities prior to construction and shall be held liable for alldamages incurred due to his operations. H. When saw cutting, all water and residue shall be detained and vacuumed prior to entrance into the storm drain. Vacuumed construction water shall be properly disposed of. The Contractor is subject to severe fines and penalties should he/she allow construction water to•enter the storm drain or creek system. I. During construction the Contractor shall provide street sweeping as necessary to meet the requirements of the City of San Juan Capistrano National Pollution Discharge Elimination System Program (NPDES). J. The Contractor shall provide storm drain pollution protection per the City NPDES • Program. K. Per City Council Policy 601, an Archeological Monitor is required to be onsite during all excavations in excess of 18 inches. In the event that an Archeological Monitor is required the City shall provide the Monitor at the City's expense. L. The Contractor shall provide traffic control per the Manual on Uniform Traffic Control • ' Devices(M. U. T. C. D. Manual). M. Work shall proceed in an orderly manner. Wherever possible, repair work shall be completely finished prior to workmen proceeding to the next location. Any exceptions shall be approved by the City representative. N. The City reserves the right to increase or decrease the quantity of any item or portion of the work or to omit portions of the work as may be deemed necessary or advisable by the City. The City representative may make such alterations or deviations, additions to, or omissions from these specifications, as.may be determined during the progress of the work to be necessary and advisable for the proper completion thereof. Such alterations or deviations, additions or omissions shall in no way affect or make void the contract. Upon written order of a City representative, Contractor shall proceed with the work as increased, decreased or altered. O. The City representative will make inspections and determine that the work has been completed in all respects in accordance with these specifications. P. The On-Call Electrical Maintenance and Repair Services are to be provided on an "as needed and when requested" basis. Work will ordinarily be performed between the Page 21 of 27 • hours of 7:00 AM and 6:00 PM, Monday through Friday. During emergencies, work may.be required at other than normal business hours. The Contractor must receive . the approval of the Utilities Director or his/her authorized representative prior to commencing work during hours outside those stated above. Q. Work will not be performed without prior approval and only as authorized by a City representative. The selective repairs and/or maintenance approach should be performed using a "find it/fix it" approach that consists of four primary steps: 1. Meet with City staff to discuss the proposed work 2. Conduct a site-walk to evaluate field conditions 3. Prepare an itemized cost estimate for proposed work 4. Prepare and execute a task order for proposed work R. Contractor is required to maintain an office within a 60-mile travel distance of the City. S. Contractor shall provide the City with the name of a contact person and a telephone number where he/she can be reached twenty-four(24)hours a day. This person must be available for emergency work scheduling at all times. Contractor shall be able to respond to emergency work requests within one hour of notification by City and have crews available at,the event location site within three(3)hours and shall be considered part of the normal contract except when delayed by problems caused by vehicle accidents or Acts of God. T. The Contractor shall provide the City at all times throughout the duration of this contract emergency telephone numbers of at least two (2)qualified persons who can be called for emergency conditions at any time that Contractor's representatives are not immediately available at the job site. An alternate emergency number shall be • provided in case no answer is received at the first number. The emergency number shall be used to contact the representative of the Contractor who can take the • necessary action required to alleviate an emergency condition which threatens to cause damage to any City property. . Page 22 of 27 • EXHIBIT"B" COMPENSATION • Qualification Response Form•On.Call Electrical and PLCISCADA-Labor Regular Daytime Event City • Number of Qty(Hrs.)Total Cost Overtime Rate Double-time Overhead& item Rate(Slhour, (Hrs.) Events Extension(4) (Slhour,S/day, Rata(Mout, Profit as a Slday,Milt)(2) $hUntt(2,3) Slday,SNnit Percentage Comments Section: (2.3) (1) Mobilization: Hours billed per event(5) 3119.00 2 hour 10 20 52,380.00 5159.00 5109.00 Included. 2 hour minimum charge will apply to all rates. minimum Labor Description Trouble shoo!-molal,flow 5138.00 q 10 40 55520 5207.00 5276.00 Included. meter,VFO.SCADA Panel. Install replacement-VFD, 5153.00 S230.00 5306.00 Included. Motor control.switch gear, breakers.transducers,sensors, 4 10 40 56120 Rattle equipment,eta SCADA replacement 5153.00 6 6 46 573445230.00 5306.00 Included installation.wiring,Integration, Thermal Imaging $127.00 1 81 8 51016 9171.00 5215.00 Included. Electricians!Inside Wiremen Master Electrician 5127.00 hr.! 6 10 60 57020 5)71.00 5215.00 Included. 51.016.00 daily Licensed Journeyman 5119.0012 10 120 '514280$159.00 5189.00 Included. !Electrical) hr.5952.00 diary! Apprentice Electrician 75.00 hr./5600. 12 • 10 120 59000 5108.00 5136.00 Included. Daly! 553280 Included. (1)If overhead and profit are Included In the rates provided;state'included:Otherwise slate the percentage added to the final bill. (2)Provide the labor rate for the fisted norkwh(ch your firm charges for performance of the described work,or provision of electricians of the class staled. (3)For any classification not applicable,please note as N/A. (4)Tho cost extension(Sine resultant sum of multiplying the number of hours(n an event as described In the tell hpnd column by Me actual number of events projected In the course of a year by the regular day time rate for such tabor provided by the contractor. • (5)Mobilization can be a flat charge per event ora minium hour charge.If no metallization charge(s stated,specify that mobilization is Included In standard base rates by noting as"N/A: Contactor Name Baker Electric,Inc Contractor Initials/i-6eorge England,Vice President Qualifications Response Form-On-Call Electrical and PLC/SCADA- Materials Materials Description(2) Cost Overhead&Profit as a $ Q� $-Ext Percentage(1) Omnidirectional Antenna OGB9-915,952 MHz,11 dB gain$985.00 15.00% 1 $985.00 Hoffman A48H36BLP NEMA Type 4 Enclosure;48"x36"x8$469.00 1 $469.00 15.00% Hoffman A62H4810LP3PT 2 Door,Fir-Mt,Type4 $2,942.00 15.00% Enclosure,3 Pt,62.06"x 48.06"x 10.06" 1 $2,942.00 Pressure Transmitter,2 wire,4-20 mA,low power, $2,475.00 . 15.00% Rosmont(0-300 psig),or equal. 1 $2,475.00 Level Transducer,Sitrans Model ST-H by Siemens or $1,265.00 15.00% equal. 1 $1,265.00 Altivar Process ATV600 Varible Frequency Drive VFD, $5,945.67 15.00% model ATV630D55N4 2 511,891.34 Altivar Process ATV600 Varible Frequency Drive VFD, 8358.27 15.00% model ATV630U07M3 10 58,582.70 S28,610.04 (1)If overhead and profit are Included in the rates provided;state"Included." Otherwise state the percentage added to the final bill. (2)For any part not applicable,please note as N/A. Contractor Name Baker Electric,Inc. Contractor Initi(iais ! George England,Vico President Page 23 of 27 EXHIBIT"C" SAMPLE TASK ORDER FORM Task Order No. '; ''; 1 • Agreement: ON-CALL ELECTRICAL MAINTENANCE AND REPAIR SERVICES Contractor: BAKER ELECTRIC, INC. The Contractor is hereby authorized to perform the following work subject to-the provisions of the Agreement identified above: List any attachments: [INSE,RTATTACEMENTS;`.IFANY] Dollar Amount of Task Order: Not to exceed O7 ' 7`:i.00 . Completion Date: 20:=1 The undersigned Contractor hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work •above specified in accordance with the Agreement identified above and will accept as full payment therefore the amount shown above. CITY OF SAN JUAN CAPISTRANO BAKER ELECTRIC, INC. • Dated: Dated: By: By: • Page24of27 . i Bond No. 9274376 Premium:$315.00 Two 1-year optional renewals #j EXHIBIT "D" PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS That I` WHEREAS, the City of San Juan Capistrano (hereinafter designated as the "City"), by action taken or a resolution passed , 2018, has awarded to Baker Electric, Inc. hereinafter designated as the"Principal,"a contract for the work described as follows: On-Call Electrical Maintenance and Repair Services (the"Project"); and WHEREAS, the work to be performed by the Principal is more particularly set forth in the Contract Documents for the Project dated ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon,for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages • of employees of said Principal and its Subcontractors with respect to such work or labor the Surety. on this bond will pay for the same to the extent hereinafter set forth. Fidelity and Deposit NOW THEREFORE, we,. the Principal and Company of Maryland as Surety, are held and firmly bound unto the City in the penal sum of Forty Five Thousand and 00/100 Dollars($ 45,000.00 )lawful money of the United States of America,for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally,firmly by these presents. THE CONDITION OF THIS OBLIGATION IS'SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of• the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done,or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or.labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code,with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or • released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in; to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described,or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or • Page 25 of 27 • • • • • of Improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor'by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Su and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part ^ obtigee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive noticof ahy such change, extension of time, additinn, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF,we have hereunto set our hands and seals this 22nd d9y of August , 2018. • (Corporate Seal) Baker Electric, Inc. Contrace4incipal By Fidelity and Deposit Company of Maryland (Corporate Seal) : 0t • y Attorney-in-Fact Title Lawrence F. McMahon,Attorney-in-Fact Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so much be attached hereto. NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto. • • • • • Page 2Rof27 • . *please See Attached California • Notary AcknowledgmentA notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which thiscertificate is attached, and not the truthfulness,accuracy,or validity of that document. STATE OF CALIFORNIA COUNTY OF � On `2U18. before me, , Notary Public, personally appeared ,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized msoanit/ iaa\, 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. | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the Information below is not required by law, it may prnve valuable to persons relyingonm*dvcvmon/ and could prevent fraudulent removal and rbattachmenl of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT o Individual Corporate Officer Title(s) Title or Type of Document OPartner(s) 0 Limited O General Number of Page OAttomey-|n-Faot . Trustee(s) OGuanUon/Conoamohzr Data of Docmont OOthec Signer ionap�sanbng: eorpomnn(s)o,snm«(les) � Signer(s)Other Than Named Above Page 27 of 27 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Civil Code§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document,to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA County of San Diego On AUG 2 2 2618 before me, Rachel A. Mullen , Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Lawrence F. McMahon Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(14 whose name%) is/fifet subscribed to the within instrument and acknowledged to me that he/te/tfil • executed the same in his/hi/01W authorized capacity(,I,4, RACHEL A. MULLEN and that by his/Jfif/ lt/signature($)) on the instrument the person($JJ, or the entity upon behalf of which the person 1:4401 •, Notary Public-California acted, executed the instrument. �< San Diego County r '. Commission#2181212 D I certify under PENALTY OF PERJURY under the laws of My Corrin.Expires Jan 23,2021 the State of California that the foregoing paragraph is true and correct. Witness my h official seal. Signature Place Notary Seal Above Signature of Notary Public Rachel A. Mullen OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: • Document Date: Number of Pages: • Signer(s)Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer —Title(s): ❑ Partner ❑Limited ❑General El Partner ❑Limited❑ General Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT'THUMBPRINT ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here El Guardian or Conservator Top of thumb here El Other: ❑ Other: Signer is Representing: Signer is Representing: Surety Company ZURICH AMERICAN INSURANCE COMPANY • COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY AND DEPOSIT'COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by MICHAEL BOND,Vice President, in pursuance of authority granted by Article V, Section 8,of the By-Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute,and appoint Lawrence F.MCMAHON,Maria GUISE and Sarah MYERS,all of San Diego,California, EACH its true and lawful agent and Attorney-in-Fact,to make,execute,seal and deliver,for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York,New York.,the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. . The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. , IN WITNESS WHEREOF,the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said • ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 4th day of December,A.D.2017. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND tory, C pLlpr •NAT4ftiS(, SBAL _... ' i l' ITA. ... lose : AN .4''warn ` =b j,��.f*spar ,,��4enMwv°` UAA Crf Cf) .,, All) D By: i l.4 Secretary Vice President Michael McKibben Michael Bond State of Maryland County of Baltimore On this 4th day of December,A.D.2017,before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,MICHAEL BOND,Vice President,and MICHAEL MCKIBBEN,Secretary,of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed,my Official Seal the day and year first above written. `plllllb„ 1,,,'111\l„,, Constance A.Dunn,Notary Public My Commission Expires:July 9,2019 POA-F 012-9310N EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attomey...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." • This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. • RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, this •_day of ,20_ AUG 2 2 2018 „00„„ mos 111. ax; go= SEAL ' lel (/ David McVicker, Vice President TO REPORT A CLAIM WITH REGARD TO A SURETY BOND,PLEASE SUBMIT ALL REQUIRED INFORMATION TO: Zurich American Insurance Co. Attn:Surety Claims 1299 Zurich Way Schaumburg,IL 60196-1056 • CALIFOF2l 1A ALL-IPUNPOSE ACKNOWLEDGMENT CFI&CODE g 1189 CP',f qt imrf. A- •. 'N.. Y Y dN'.. 'Y Y- -.:4^...o'. N-•. i!. '�dlG-i..As to .C A'"04 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California • County of .54 Viejo ) On a '/Y before me, Dana Rasmussen, Notary Public Date Here Insert Name and Title of the Officer personally appeared 6ezij1/t�1 Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(i) whose name(,a) is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityap,and that by his/ber/tbeir-signature(s)on the Instrument the person(gj, or the entity upon behalf of which the persorA acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DANA RASMUSSEN j� Notary Public-California z / z ;S San Commission if p Signature Z =`€4�•' Commission k 2147531 ' My Comm,Expires Apr 22,2020 Signature of Notary Public Place Notary Seal Above OPTIONAL • Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer —Title(s): ❑Corporate Officer -- Title(s): ❑Partner— 0 Limited ❑General ❑Partner— ❑Limited ❑General ❑Individual 0 Attorney in Fact 0 Individual ❑Attorney in Fact ❑Trustee 0 Guardian or Conservator 0 Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: .,lM.pa - a1.Y, :4.YgIH `� _ _ .Y..-"'X: �y.P rtta^q•JSt'�i'b•- '?!•-a..'d - �. ©2014 National Notary Association•www.NationalNotary.org=1-800-US NOTARY(1-800-876-6827) Item#5907