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Contract - YC Power Systems - 2016-03-23 AGREEMENT FOR PREVENTIVE MAINTENANCE OF DISTRICT MOBILE GENERATORS YC Power Systems This Agreement ("AGREEMENT") is made and effective as of COO-C -\23 2016, between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and YC Power Systems, a limited liability company ("CONTRACTOR"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This AGREEMENT shall commence on ptcr Q-2016, and shall remain and continue in effect until tasks described herein are completed, unless sooner terminated pursuant to the provisions of this AGREEMENT. 2. SERVICES The SERVICES to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. 3. PERFORMANCE CONTRACTOR shall perform all SERVICES under this AGREEMENT in a skillful and competent manner, consistent with the standards generally recognized as being employed by CONTRACTORs in the same discipline in the State of California and consistent with all applicable laws. CONTRACTOR shall provide DISTRICT its work product in "turnkey" form. DISTRICT reserves the right to perform reasonable testing of CONTRACTOR's work product before accepting the same. CONTRACTOR shall warrant that all services provided and equipment installed shall perform in a workmanlike manner and be fit for its particular purpose. 4. COMPENSATION Compensation for the SERVICES shall be based on the actual amount of time spent in adequately performing the SERVICES and shall not exceed ten thousand one hundred seventy two dollars and fifty cents ($10,172.50). The written change order requirement cannot be waived. Failure to submit a written change order and receive written approval by the DISTRICT prior to performing extra work shall constitute a waiver of a claim for additional time or compensation. 1 PSA 30U 12 10 Invoices shall be submitted to DISTRICT monthly as performance of the SERVICES progresses. DISTRICT shall review and pay the approved charges on such invoices in a timely manner. SERVICES on the PROJECT shall begin immediately and be completed within twelve months of the first date written above. unless extended by DISTRICT in writing. 5. PREVAILING WAGES CONTRACTOR understands that this job, if over One Thousand Dollars ($1,000.00) in value and not exempt, requires compliance with the prevailing wage law. (Labor Code §§ 1720 et seq.) As such, DISTRICT will ascertain the prevailing wages to be paid on this job from the Director of Industrial Relations. Said amounts are listed at http://www.dir.ca.gov/dlsr/pwd/index.htm. CONTRACTOR agrees to pay prevailing wages and maintain prevailing wage records regarding those payments. CONTRACTOR is also required to comply with the apprentice requirements. CONTRACTOR shall defend, indemnify, and hold the DISTRICT, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. CONTRACTOR recognizes that state law makes eight (8) hours a day's work, and any worker working in excess of that time must be paid overtime. (Labor Code § 1813.) 6. INSURANCE CONTRACTOR shall, at its expense, procure and maintain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this 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 this AGREEMENT. If CONTRACTOR is an employer or otherwise hires one (1) or more employees during the term of this PROJECT, CONTRACTOR shall procure and maintain workers' compensation coverage for such employees which meets all requirements of state law (Labor Code § 1861CONTRACTOR shall also provide errors and omissions professional liability insurance appropriate to its profession in an amount, with conditions, and for a term acceptable to the DISTRICT. At a minimum, CONTRACTOR is required to submit proof of insurance in accordance with the following standards: 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): (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, 2 PSA 3011 12 10 Minimum Limits of Insurance: CONTRACTOR shall maintain limits of no less than: (A)General Liability. One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this AGREEMENT/location or the general aggregate limit shall be twice the required occurrence limit. (B)Automobile Liability. One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage. (C)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 One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Insurance Endorsements: The insurance policies shall contain the following provisions, and a separate endorsement stating to add the following provisions to the insurance policies shall be submitted and approved by DISTRICT: (A)General Liability. The general liability policy shall be endorsed to state that: (1) DISTRICT, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the work or operations performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects DISTRICT, its directors, 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 DISTRICT, its directors, 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. (B)Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against DISTRICT, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the CONTRACTOR. (C)All Coverage. 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 prior written notice by certified mail, return receipt requested, has been given to DISTRICT, and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to DISTRICT, its directors, official, officers, employees, agents, and volunteers. 3 PSA 300 1210 Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:VIII, licensed to do business in California, and satisfactory to DISTRICT. All insurance documents must be submitted and approved by the District's Risk Manager prior to execution of any AGREEMENT with DISTRICT. 7. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for CONTRACTOR's services, to the fullest extent permitted by law, CONTRACTOR shall indemnify, protect, defend, and hold harmless DISTRICT and any and all of its officials, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney's fees and costs to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR, its officers, agents, employees, or subCONTRACTORs (or any entity or individual that CONTRACTOR shall bear the legal liability thereof) in the performance of professional services under this AGREEMENT. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless DISTRICT and any and all of its employees, officials, and agents from and against any liability (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 attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) where the same arise out of, pertain to, relate to, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this AGREEMENT by CONTRACTOR or by any individual or entity for which CONTRACTOR is legally liable, including, but not limited to, officers, agents, employees, or subCONTRACTORs of CONTRACTOR. 8. SAFETY AND SITE CONDITION CONTRACTOR shall perform all operations with due regard for safety and in strict compliance with all applicable laws relating thereto. It shall be CONTRACTOR'S responsibility to keep the site in a clean, neat and orderly condition. It shall also be CONTRACTOR'S duty to dust-palliate all working areas and access routes, if applicable. All operations shall be conducted by CONTRACTOR so that no fire hazards are created. 9. TERMINATION DISTRICT may terminate this AGREEMENT at any time with or without cause. If DISTRICT terminates this AGREEMENT without cause before PROJECT completion, CONTRACTOR shall be entitled to be paid for SERVICES adequately completed prior to the notification of termination. CONTRACTOR may terminate this AGREEMENT for cause only. 4 PSA 30U 12 10 10. MISCELLANEOUS This AGREEMENT shall be interpreted according to the laws of the State of California and any action arising from this AGREEMENT shall be brought in the superior or federal district court with jurisdiction over DISTRICT. This AGREEMENT and the attachments hereto shall contain the entire agreement between the parties. This AGREEMENT cannot be modified except in a writing signed by both parties. In the event of inconsistency between this AGREEMENT and any attachment hereto, this AGREEMENT shall control in all respects. DISTRICT shall own all work product prepared in the course of providing the SERVICES under this AGREEMENT. In the event of termination of this AGREEMENT, CONTRACTOR shall immediately turn all work product over to DISTRICT. If specialized software or computer hardware is required to view or transmit said work product. CONTRACTOR shall make that software and hardware available to the DISTRICT at no cost during normal business hours. This AGREEMENT cannot be assigned without the prior written consent of the DISTRICT. CONTRACTOR is and shall at all times remain as to DISTRICT an independent contractor. No employee benefits shall be available to CONTRACTOR in connection with the performance of this AGREEMENT. Except for the fees paid to CONTRACTOR as provided in this AGREEMENT, DISTRICT shall not pay salaries, wages, or other compensation to CONTRACTOR for performing any services hereunder for DISTRICT. DISTRICT shall not be liable for compensation or indemnification to CONTRACTOR for injury or sickness arising out of performing any services hereunder. All information gained by CONTRACTOR in the performance of this AGREEMENT shall be considered confidential and shall not be released by CONTRACTOR without DISTRICT's prior written authorization. CONTRACTOR shall not, without written authorization from the General Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this AGREEMENT. Response to a subpoena or court order shall not be considered "voluntary" provided CONTRACTOR gives DISTRICT notice of such court order or subpoena. CONTRACTOR warrants that the individual who has signed this AGREEMENT has the legal power, right, and authority to make this AGREEMENT and bind the CONTRACTOR hereto. If you agree with the terms of this AGREEMENT, indicate by signing and dating two original agreements where indicated below and return both to the undersigned. Once the documents are fully executed, one original will be returned to you for your records. 5 PSA 30U 12 10 DISTRICT CONTRACTOR Approved by Reviewed and Accepted by /�II i ry `"[ ,l✓ ( j 1J4n tt L 5'11/1/14 ,----General Manager Signature Brian Smith Approved as to Form: Name ALCustomer Account Mananger Harper & Burns LLP Title District Counsel .21 16 Date 6 PSA 30U 1210 Exhibit A Scope of Service SECTION 1: Contractor shall provide preventive maintenance services to the following mobile generators: 1. 1998 Generac Model GR190 2. 1998 Generac Model GR85 3. Multiquip Model DCA-45SSIU4 4. 2014 Doosan Model G40WMI-2A-T4i 5. 2014 Doosan Model G40WMI-2A-T4i 6. 2014 Doosan Model G40WMI-2A-T4i 7. 2014 Doosan Model G40WMI-2A-T4i 8. 2014 Doosan Model G40WMI-2A-T4i 9. 2014 Doosan Model G40WMI-2A-T4i 10.2015 Generac Model MMG175 SECTION 2: Contractor shall perform the following preventive maintenance services semi-annually (once every six months): • Check and inspect overall condition of equipment (Check for leaks and debris inside enclosure). Clean as required. • Check and inspect overall condition of v-belts, hoses and hose clamps. Adjust or tighten as required. • Check and inspect overall condition of air intake and exhaust system. • Check and inspect lubrication & coolant system levels. Add necessary fluid if required. • Check and inspect overall condition of fuel system piping and flex fuel lines (check day tank if so equipped). • Check and inspect overall condition of batteries and cables; recording specific gravity. Add water to battery if required. • Check and inspect overall condition of starting system including cables and connections. • Check and inspect overall condition of block heaters and battery charger. • Check control panel and junction boxes for lose wires and connections. • Start and run unit, check operation of engine and generator. • Check engine safety controls for proper function. • Check automatic transfer switches for proper calibration and operation. • Provide written report of all checked systems, anomalies detected, maintenance accomplished and recommendations for further maintenance and/or repairs. 7 PSA 30U 1210 SECTION 3 - Contractor shall perform the following preventive maintenance services annually (once a year): • All items identified in Section 2 above. • Air intake and exhaust system, check and inspect turbocharger. • Fuel system that includes replacing diesel fuel filter. • Lubrication oil system that includes replacing engine oil and oil filters, take oil sample and clean crank case breather. • Check control panel lights, fuses, controls and gauges. • Check lube generator bearing. • Ignition system for gas engines only. Clean and gap spark plugs, check wires. check Air/Fuel Ratio Control AFRC) for proper operation. • Provide written report of all checked systems anomalies detected, maintenance accomplished and recommendations for further maintenance and/or repairs. 8 PSA 30U 1210