Contract - Global Power Group, Inc. - 2017-03-16 AGREEMENT FOR STANDBY GENERATORS
PREVENTATIVE MAINTENANCE
(Global Power Group, Inc.)
This Agreement ("AGREEMENT") is made and effective as of March 16, 2017,
between the Costa Mesa Sanitary District, a sanitary district ("DISTRICT"), and Global
Power Group, Inc., a California corporation ("CONTRACTOR"). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This AGREEMENT shall commence on March 20, 2017, and shall remain and
continue in effect until March 19, 2020.
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. Unless expressly agreed in a written
change order in advance by DISTRICT, the cost to DISTRICT for the SERVICES shall
not exceed Seventeen Thousand Eight Hundred Eight Dollars ($17,808.00) per year for
a total amount of Fifty Three Thousand Four Hundred Twenty Four Dollars
($54,424.00). 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.
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
completed leted bY March 19, 2018, March 19, 2019 and March 19, 2020 unless extended
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by DISTRICT in writing.
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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 § 1861).
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.
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.
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(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)AII 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.
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
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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. TERMINATION
DISTRICT may terminate this AGREEMENT at any time with or without cause. If
I'I 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.
9. 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.
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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.
[Signatures on next page]
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Approved by: Review Ac by:
General Manager Signature
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Approved as to Form: Name
areA4L/L E../ (to-+A c-' ."zz_
Harper& Bums LLP Title
District Counsel
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Date Date
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EXHIBIT A
Standby Generator Preventive Maintenance Services
SCOPE OF WORK
1. Canyon Lift Station, 999 Wilson Street
Kohler Generator
50kW
Fuel: Red Diesel
2. Irvine Lift Station, 2677 Irvine Avenue
Kohler Generator
150kW
Fuel: Natural Gas
3. 19th Street Lift Station, 1035 W. 19th Street (formally HQ generator at 628 W. 19th
Street)
John Deere Generator
30kW
Fuel: Diesel
4. 23rd Street Lift Station, End of 23rd Street at Irvine Avenue, Newport Beach
Kohler Generator
30kW
Fuel: Diesel
5. Corporate Yard, 174 W. Wilson Street
Generac Generator
130kW
Fuel: Diesel
The following services will be performed every six months for the above referenced
generators:
1. Check fuel and oil levels. Check for oil leaks. Add oil if needed for safe engine
operation.
2. Check radiator level. Check antifreeze condition. Inspect radiator for leaks and
blocked core.
3. Inspect hoses for leaks, security, weakness, brittleness, and cracking. Check and
tighten all hose clamps.
4. Inspect all belts for proper tension and condition. Adjust if needed.
5. Inspect water pump for leaks and noises.
6. Inspect jacket water heater for correct operation.
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II
7. Inspect air cleaner elements. Clean if needed. Inspect crankcase breathers, check for
excessive blow-by.
8. Inspect turbocharger rotation and end play.
9. Inspect batteries, cables and lugs for tightness. Clean battery and fill cells as
required. Record battery cells specific gravities. Check for correct electrolyte level.
Inspect battery charger. Starter voltage drop test at start- up.
10. Inspect governor and engine controls. Inspect controls and linkage for proper
operation. Add Tube oil as necessary.
11. Inspect engine control panel for loose connections. Tighten if needed.
12. Inspect day tank, piping, motors and levels. Check for leaks. Drain water from
fuel/water separators.
13. Start engine and warm up. Record readings. Adjust RPM as needed. Check fluid
leaks. Check all instruments for operations.
14. Test all engine safety shutdown pre- alarms and alarms.
15. Inspect generator brushes and clean slip rings, when applicable.
16. Inspect and clean generator exciter and regulator. Inspect for loose connections.
17. Change oil and oil filters at 200 service hours or yearly, whichever occurs first.
18. Change fuel filters at 200 service meter hours, or yearly, which occurs first.
19. Inspect ignition wires for cracks, insulation breakdown, and corrosion.
20. Inspect distributor cap rotor for cracks, corrosion and wear.
21. Clean and adjust ignition condensers and points.
22. Adjust spark plugs. 7 PSA 30U 12 10 9 I r
23. Change antifreeze, thermostat, belts and water hoses, if needed.
24. Take oil sample for analysis.
25. Load bank test, building load test with customer connected load.
26. Test automatic transfer switch, exercise automatic transfer switch. Lubricate and
clean automatic transfer switch.
For 19th Street emergency generator, the following services will be provided in addition
to the services mentioned above.
calibratingand full functional test on off
1. Zenith Transfer Switch —Annual cleaning,
hours. This will require opening the main breaker on the Data Center Panel.
2. Infrared Scanning of Panels — Infrared scan ATS, Emergency Panel, UPS input
panel and main switchboard feeding the site to ensure no loose connections or
deficiencies exist. This will be performed during the transfer switch testing.
CONTRACTOR will comply with California regulations pertaining hazardous waste
removal and disposal of oil and antifreeze.
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Scott Carroll
From: Steve Cano
Sent: Thursday, March 16, 2017 6:15 AM
To: Scott Carroll
Subject: FW:Agreement
Here you go
From: Edward Skane [mailto:eskane@gpgpower.com]
Sent: Thursday, March 16, 2017 6:14 AM
To: Steve Cano
Subject: Fwd: Agreement
Steve
My apologies.See below
Best Regards,
Ed Skane
General Sales Manager
619-994-8581 cell
Begin forwarded message:
From:Sal Martorana<smartorana@gpgpower.com>
Date: March 15, 2017 at 7:51:10 PM PDT
To: Edward Skane<eskane@gpgpower.com>
Subject: RE:Agreement
Hi Steve,
Thank you for the opportunity to be of service. If you have any questions or comments
please do not hesitate to let me know how we can serve your organization.
Thank You,
Salvatore Martorana
President
Global Power Group, Inc.
12060 Woodside Ave
Lakeside, Ca. 92040
www.globalpowergroup.net
Office: 619-579-1221 X205
Cell: 619-843-1679
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