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HomeMy WebLinkAboutAGMT - Stewart & Stevenson (On-call Natural Gas Engine Repair) • AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement ") is made and entered into as May 9, 2005 by and between the CITY OF SEAL BEACH, a municipal corporation ( "City") and Stewart and Stevenson Services., a California corporation ( "Contractor "). RECITALS WHEREAS, City desires to employ the services of the contractor to provide mechanical services for the installation, repair, and rebuilding of City furnished Waukesha natural gas engines and associated controls ; and WHEREAS, Contractor represents that it has the expertise and experience to provide such services; NOW THEREFORE, and for good consideration, the City and Contractor agree as follows: 1. Location of Subiect Project. Beverly Manor Water Station, Bolsa Chica Water Station, Station 35 Sewer Pump Station and West End Pump Station 2. Description of Services to be Provided. Contractor shall provide on -call services including all labor, materials and equipment to install, repair, and rebuilding of the City's Waukesha Natural Gas Engines including all necessary parts and controls as proposed. Contractor shall provide the services described on an as needed basis on City -owned engines at various locations citywide. Contractor shall not proceed with any work unless the Director of Public Works or his authorized designee provides prior written work authorization/order to Contractor. All work as authorized shall be completed within 45 calendar days. 3. Term. Subject to the termination provisions set forth herein below, the term of this Agreement shall be three (3) years from the date of execution. The parties may extend the term by written mutual agreement on a year -to -year basis not to exceed an additional two (2) years. 4. Party Representatives. The City designates Mark Vukojevic, Director of Public Works /City Engineer to act on City's behalf. The Contractor designates the following person to act on Contractor's behalf: James Myers, Stewart and Stevenson P:\042 Engineering, CIP and General Admin Files\042 Maintenance Contracts\.Stewart Stevenson Engine Contract.doc • • 5. Attachments. This Agreement incorporates by reference the following Attachments to this Agreement: Attachment 1: SCHEDULE OF COMPENSATION 6. Integration. This Agreement represents the entire understanding of City and Contractor as to those matters contained 'herein. No prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 7. Standard of Performance. Contractor agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended. 8. Performance to Satisfaction of City. Contractor agrees, to perform all work to the satisfaction of City within the time specified. If Contractor's work is not satisfactory in the opinion of City's designated representative, City has the right to take appropriate action, including but not limited to any or all of the following: (i) meeting with Contractor to review the quality of the work and resolve matters of concem; (ii) requiring Contractor to repeat or correct the work at no additional fee until it is satisfactory; (iii) suspending the delivery of new or additional work to Contractor for an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as hereinafter set forth. City's options set forth herein are non - exclusive, and are in addition to any remedy available at law to City. 9. Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any unapproved transfer, including in any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute discretion. No approved transfer shall release any surety of Contractor of any liability hereunder without the express consent of City. 10. Compensation.. Contractor shall be compensated per attached Schedule of Compensation supplied in Attachment 1. Prior to starting any work, the contractor shall submit a detailed task order scope, fee proposal, schedule, and overall project estimate. No work shall begin until written approval by the Public Works Department. For the second and subsequent contract years, the Contractor may petition the City for an increase in the hourly rates set forth in Attachment 1 on the basis of: (a) unusual changes in his cost of doing business, due to revised laws or regulations, over which 2 • • the Contractor has no control; or (b) a yearly increase in the C.P.I. in excess of three percent over the preceding year. In order to justify an increase, the Contractor shall submit financial and accounting data to the City which clearly substantiates the requested increase. After consideration of such financial and accounting data as submitted by the Contractor and any other relevant information, the City Council shall disapprove, approve, or approve with modification the requested increase. The decision of the City Council shall be final and conclusive. The Contractor agrees to abide by the City Council's decision. 11. Insurance. Contractor shall have insurance as follows: 11.1 General Liability (including premises and operations, contractual liability, personal injury, independent contractors liability): One Million Dollars ($1,000,000.00) Single Limit, per occurrence. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be three times the occurrence limit. 11.2 Automobile Liability (including owned, non - owned, and hired autos): One Million Dollars ($1,000,000.00), Single limit, per occurrence for bodily injury and property damage. 11.3 Employer's Liability One Million Dollars ($1,000,000.00) per occurrence for injuries incurred in providing services under this Agreement (if Contractor is required to have per the laws of California). 11.4 Workers Compensation Contractor shall, to the extent required by state law, provide Employee's Insurance Workers' Compensation Insurance for the protection of Contractor's employees. Contractor shall file a certificate of insurance which evidences that Contractor is in compliance with said Worker's Compensation Insurance requirement. Contractor shall require all subcontractors similarly to provide such Workers' Compensation Insurance and certificates of insurance for their respective employees. 11.5 Standard Specifications Except as otherweise provided herein, all Work shall be done, and the contract shall be performed, in accordance with the provisions of the most current edition of "STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION' (commonly known as "the GREEN BOOK ") including Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." 11.6 General Requirements. All of Contractor's and its sub - contractor's policies of insurance shall: 3 • • A. Name City, its officers, officials, employees, agents, representatives and volunteers (collectively hereinafter "City and City Personnel ") as additional insureds and contain no special limitations on the scope of protection afforded to City and City Personnel; B. Be primary insurance and shall provide that any insurance or self-insurance maintained by City or City Personnel shall be in excess of Contractor's insurance and shall not contribute with it; C. Be "occurrence" rather than "claims made" insurance; D. Apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability; E. Be endorsed to state that the insurer shall waive all rights of subrogation against City and City Personnel; and F. Be written by good and solvent insurer(s) admitted to do business in the State of California and acceptable to City. 11.7 Deductibles. Any deductibles or self-insured retentions must be declared to and approved by City prior to the execution of this Agreement by City. 11.8 Notice of Policy Changes. Each such insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non - renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. mail, certified, or by personal delivery. In addition to such notice provided to City by the insurer, Contractor shall also provide City with thirty (30) days prior written notice, by certified mail return receipt requested, of the suspension, voiding, cancellation, reduction in coverage or in limits, non - renewal, or material change for any reason, of any such insurance policy or policies. 11.9 Evidence of Coverage. Contractor shall furnish City with certificates of insurance demonstrating the coverage required by this Agreement which shall be received and approved by City not less than five (5) working days before work commences. The duplicate originals and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. The procuring of such insurance or the delivery of duplicate originals and endorsements evidencing the same shall not be construed as a limitation on Contractor's obligation to indemnify City and City Personnel. 12. Indemnification. Contractor shall indemnify, defend, and hold City and City Personnel harmless from and against any and all actions, claims, demands, judgments, attomey's fees, costs, damage to persons or property, penalties, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the acts, errors, or omissions of Contractor, its employees, agents, representatives or 4 • 0 whether or not there is concurrent active or passive negligence on the part of City and/or City Personnel; provided, however, that the Contractor shall not be required to indemnify, defend or hold harmless City or City Personnel against claims arising from the sole active negligence or willful misconduct of City or City Personnel. In connection therewith: 12.1 Contractor shall defend, with Counsel acceptable to City, any action or actions filed in connection with any such claimed damage, injury, penalty, obligation or liability, and shall pay all costs and expenses, including attorney's fees, incurred therewith. 12.2 In the event City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such claimed damage, injury, penalty, obligation or liability, Contractor shall defend City and pay to City any and all costs and expenses incurred by City in such action or proceeding, together with actual attorney's fees and expert witness fees. 13. Compliance with Laws. Contractor shall keep fully informed of all State and Federal laws and County and Municipal ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of services pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Contractor. Each and every provision required by law to be inserted into this Agreement shall be deemed to be inserted, and this Agreement shall be read and enforced as though they were included. 13.1 This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the contractor, for the response to such claims by the contracting public agency, for a mandatory meet and confer conference upon the request of the contractor, for mandatory nonbinding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This contract hereby incorporates the provisions of Article 1.5 as though fully set forth herein. 13.2 This contract is further subject to the provisions of Article 1.7 (commencing at Section 20104.50) of Division 2, Part 3 of the California Public Contract Code regarding prompt payment of contractors by local governments. Article 1.7 mandates certain procedures for the payment of undisputed and properly submitted payment requests within 30 days after receipt, for the review of payment requests, for notice to the contractor of improper payment requests, and provides for the payment of interest on progress payment requests which are not timely made in accordance with this Article. This contract hereby incorporates the provisions of Article 1.7 as though fully set forth herein. 14. Independent Contractor. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly 5 • • independent contractor. City shall not in any way or for any purpose become or be deemed to be a partner or employer of Contractor in its business or otherwise, or a joint venturer, or a member of any joint enterprise with Contractor. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Neither Contractor nor any of Contractor's employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from City; and neither Contractor nor any of its employees shall be paid by City any wage or overtime benefit. City is under no obligation to withhold State and Federal tax deductions from Contractor's compensation. Neither Contractor nor any of Contractor's employees shall be included in the competitive service, have any propeny right to any position, or any of the rights a City employee might otherwise have in the event of termination of employment. 15. Covenant Against Discrimination. Contractor covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, color, creed, relation, sex, marital status, national origin, or ancestry, in the performance of this Agreement. Contractor further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.) as the same may be amended from time to time. 16. Termination By City. City reserves the right to terminate this Agreement at any time, with or without cause, upon written notice to Contractor. Upon receipt of any notice of termination from City, Contractor shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Contractor shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. 17. Right to Stop Work: Termination By Contractor. Contractor shall have the right to stop work only if City fails to timely make a required payment, at which point Contractor may suspend performance under this Agreement after thirty (30) days' prior written notice to City. Contractor shall immediately cease all services hereunder as of the date Contractor's notice of termination is sent to the City. Contractor shall be entitled to compensation for all services rendered prior to the date notice of termination is sent to City and for any services authorized in writing by City thereafter. 18. Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any deault shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party require the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 19. Legal Actions. The Municipal and Superior Courts of the State of California in the County of Orange shall have the exclusive jurisdiction of any litigation between the parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. The rights and remedies of the 6 • parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 20. Attorneys' Fees. If either party to this Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to litigation costs, including actual attomey's fees and expert witness fees. 21. Force Maieure. The time period specified in this Agreement for performance of work may be extended by City because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, provided that Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the causes and length of the delay. If Contractor gives notice of such delay, City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay, when and if in the judgement of City, such delay is justified. City's determination shall be made in writing, and shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused. Contractor's sole remedy shall be extension of this Agreement. 22. Notices. Unless 'otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices shall be delivered to the following addresses: To City: Mark Vukojevic City of Seal Beach 211 Eighth Street Seal Beach, 90740 To Contractor: James Myers Stewart and Stevenson 215 Jason Court Corona, CA 92879 23. Time of Essence. Time is of the essence in the performance of this Agreement. 7 • 24. Interpretation: Severability. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 25. Corporate Authority. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement for Contract Services as of the date first set forth above. CIT • ,1BE C CONTRA Its: Ci Mana l er I s: /geta-vd 7 Attest: By: A /.. • Its: Ci Clerk APPROVED AS TO FORM: ° Quinn Barrow City Attorney 8 GJ/GV/LGGD G/: 4d dnydud d S&S DES PAGE 02/05 tl iusanStewart&Stevenson Power re 215 Jason Court 100 Corona, Ca Phone(951)372.1299 MEW t STIVINSON Fax(951)372-1299 ccIrBMIN;--NuR rtusr-.rr.uruUN 1907 . 1002 ■ • FIELD SERVICE RATE SCHEDULE Corona, Ca Jan 1, 2005 Charges for work performed on a time and materials basis, or for work performed over and above that would be outlined in an installation or services contract, Stewart &Stevenson Power, Inc. standard Terms and Conditions of Sale apply to all activities. Technician Service Rates Straight Time $ 97.00/hr Travel Time (portal to portal) $ 97.00/hr Standby Time $ 97.00/hr • 4-hour minimum daily charge for service (total hours - straight time, travel time, etc.) • Straight time -weekdays from 6:00 am to 4:30 pm • Overtime - 1n 4 hours before/after normal shift on weekdays and 1st 12 hours on Saturday - 1.5 times straight time rates • Double lime - All hours over 12 hours per day, Monday through Saturday, and all hours on Sunday. • Holiday time- Sundays and all National holidays - 2 times straight time rates • Standby Time - is charged when Stewart & Stevenson personnel are available to work and the customer's equipment Is not available for Stewart &Stevenson personnel. O. E. M. Parts - Stewart and Stevenson list unless otherwise specified 3R) Party - cost plus 20% Expense Invoice Rates Actual Cost plus 5% - Lodging, phone, meals, parking, air travel, rental cars and Incidental costs. Vehicle Mileage at: $ 1.75 per mile Portable Exhaust Gas Analyzer $ 200.00/day Special Tools and Equipment rental cost plus 15% 1 9