HomeMy WebLinkAboutContracts & Agreements_106-2024AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of Generator Repair Service and Preventative
Maintenance ("Agreement") is made and entered in this 4th day of June, 2024 ("Effective Date"),
by and between the City of Redlands, a municipal corporation ("City") and On Power Industries
LLC, a California limited liability company ("Contractor"). City and Consultant are sometimes
individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the
mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1— ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to perform Generator Repair Service and Preventative
Maintenance services for City (the "Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Contractor shall comply with applicable federal, state, and local laws and regulations in the
performance of this agreement including, but not limited to, any applicable State prevailing
wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may reasonably
assist Contractor in performing the Services.
3.2 City designates Tabitha Crocker, Facilities & Community Services Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret, and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 The Contractor shall perform and complete the Services in a prompt and diligent manner
in accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which
is attached hereto and incorporated herein by this reference.
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4.2 The term of this Agreement shall be for a period of (1) year from July 1, 2024 (the "Initial
Tenn"). The City shall have the option to extend the Initial Term of this Agreement by two
(2) additional one-year terms (each, an "Extended Term"), on the same terms and
conditions, by providing written notice to Contractor at least thirty (30) days prior to the
expiration of the Initial Term or any Extended Term. The Initial Term and the Extended
Terms are hereby collectively, referred to herein as the "Term" of this Agreement.
4.3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 The compensation for Contractor's performance of the Services shall not exceed the
amount of ninety thousand five hundred thirty dollars ($90,530) for the Services provided
during the Initial Term. Should this Agreement be renewed, the compensation for
Contractor's performance for the Services shall not exceed the amount of ninety thousand
five hundred thirty dollars ($90,530) for the first Extended Term; and ninety thousand five
hundred thirty dollars ($90,530) for the second Extended Term, bringing the total possible
amount of compensation to a not -to -exceed amount of two hundred seventy-one thousand
five hundred ninety dollars ($271,590). For the Initial Term and each Extended Term, City
shall pay Contractor on a time and materials basis up to the not to not -to -exceed amount in
accordance with the rates specified in Exhibit "B," titled "Fee Schedule," which is attached
hereto and incorporated herein by reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed during
the preceding month. Contractor's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom.
City shall pay Contractor no later than thirty (30) days after receipt and approval by City
of Contractor's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY
City Clerk
City of Redlands
35 Cajon Street
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CONTRACTOR
Andrew Clapp, Owner
On Power Industries LLC
1451 Road Runner Drive
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P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
Corona, CA 92881
Andrew@onpowerindustries.com
(951) 395-0408
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not perform
any Services unless and until the required insurance listed below is obtained. by Contractor.
Contractor shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self -insured or exempt from the workers' compensation laws of
the State of California. Contractor shall execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed
officials, employees, and agents from and against any and all claims, losses and liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Contractor,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
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interest in real property or investment that would be affected in any manner or degree by
the performance of Contractor's Services. Contractor further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and, in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account only,
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and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractor at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Contractor. Upon receipt of a
termination notice, Contractor shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, drawings, specifications, reports, summaries and such other
information and materials as may have been accumulated by Contractor in performing the
Services. Contractor shall be compensated on a pro-rata basis for Services completed up to
the date of termination.
8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Contractor.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of this Agreement.
CITY OF REDLANDS ON POWER INDUSTRIES LLC
B
ddie Tejeda. Mayor
ATTEST:
nne Donaldson, City Clerk
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By: awket-w DPP
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Andrew Clapp, Owner
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide the parts listed below to City when requested by City staff.
Contractor shall be paid the costs designated below as compensation for the provision of
Contractor's Services.
Contractor shall be paid the cost designated below as compensation for its provision of hourly
labor.
Contractor shall submit in writing documentation of any expenses incurred for labor and/or
services
Contractor must be responsive to the requests of staff and return voicemails/emails or other
requests for services in a timely manner.
*PM A Service will include:
Check air filters
Check the condition of hoses, clamps, lines & fittings
Check & adjust belts
Load test batteries & and check condition of cables and chargers
Check block heater
Check the level and condition of coolant
Check for oil/coolant leaks
Check for worn or damaged components
Check operation of control panel
Check ATS control panel for alarms
Check operation of engine & generator
Check for active fault codes, warning lights
Grease fan hub if needed
Grease generator bearing (If needed)
Take fuel samples from tanks
Advise City of all additional needed repairs
*PM B Service will include:
Check air filters
Check condition of hoses, clamps, lines & fittings
Check & adjust belts
Load test batteries
Check condition of battery cables and charger
Check engine block heater
Check level and freeze protection level of coolant
Check for fluid leaks
Check for worn or damaged components
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Check for operation of control panel
Check ATS control panel for alarms
Check operation of engine & generator
Check for active fault codes and warning lights
Grease fan hub (If needed)
Grease generator bearing (If needed)
Change engine oil
Change oil filter(s)
Change fuel filter(s)
Change fuel/water separator (If applicable)
Change coolant filter (If applicable)
Take oil and coolant samples for laboratory analysis
Take fuel samples from tanks to check for debris
Advise City of all additional needed repairs
2 hour Load Bank Test Procedure will include:
Travel to and from site
Transport load bank and cables
Test generator using resistive load bank at 25% of nameplate rating for 30 minutes, followed by
50% of nameplate rating for 30 minutes, followed by 75% of nameplate rating for 60 minutes,
for a total of 2 continuous hours.
After-hours emergency response:
Repairs to stationary generators due to failures preventing start-up, not generating power, and
failure to switch over to building
Call back response in 30 minutes or less
On -site within 2 hours
After proposer's normal weekday hours
All hours on weekends (Friday — Sunday)
All hours over holidays
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EXHIBIT "B"
FEE SCHEDULE
Item No.
Description
Rate
Generator PM Service
Unit Price
1
Portable Generator #1
$1,575 =.00
2
Stationary Generator #2
$1,150..00'
3
4
Stationary Generator #3
Stationary Generator #4
$1,090.00
$1,040.00'
5
Stationary Generator #5
$1,040.00
6
Stationary Generator #6
$1,660.00
7
8
Stationary Generator #7
Stationary Generator #8
$1,350.00
9
10
11
12
Stationary Generator #9
Stationary Generator #10
Stationary Generator #11
Stationary Generator #12
$1,130.00
$1,1
0.00
0.00
$1,750,00;
13
Stationary Generator #13
$1,750.00
14
15
Stationary Generator #14
Stationary Generator #15
$1,750,00',`',
$4,975.00
16
17
Stationary Generator #16
Stationary Generator # 17
$1240.00
$1,210.00
18
19
Stationary Generator # 18
Weekly Generator Rental Rate
$825.0
$2,450.00
20
Emergency call out rate
$300.00
21
Parts mark up rate
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240.00
EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
x I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
ON POWER INDUSTRIES LLC
By: awl (Jar
Andrew Clapp, Owner
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Date:
6/7/2024