AGR-7419 - HALCYON ELECTRIC INCAGR-71,4-19 <
MAINTENANCE SERVICES AGREEMENT
On-Call Electrical Services for Water Division]
THIS MAINTENANCE SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this Q.I st day of O ober 2022 by and between the CITY
OF ORANGE, a municipal corporation ("City") and HALCYON ELECTRIC,.INCORPORATED, a
California corporation("Contractor"), who agree as follows.
1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor
shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A," which is
attached hereto and incorporated herein by this reference. As-a material inducement to City to enter
into this Agreement, Contractor, represents and warrants that it has thoroughly investigated and
considered the scope of services and fully understands the difficulties and restrictions in performing
the work. Contractor represents that it is experienced in performing the work and will follow the
highest professional standards in performance of the work. All services provided shall conform to all
federal, state and local laws,rules and regulations andlo the best professional standards and practices.
The terms and conditions set forth in this Agreement shall control over any terms and conditions in
Exhibit "A" to the contrary.
Tuan Cao, Senior Civil Engineer ("City's Project Manager"), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or designee), that
Contractor shall coordinate its services hereunder with City's Project Manager to the extent required
by City's Project Manager, and that all performances required hereunder by Contractor shall be
performed to the satisfaction of City's Project Manager and the City Manager.
2. Total Compensation,Annual Compensation and Fee Schedule. -
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed TWENTY-FIVE THOUSAND DOLLARS and 00/100 ($25,000.00)
without the prior written authorization of City.
b. The above fee shall include all costs, including, but not limited to, all clerical,
administrative, overhead, insurance, reproduction,,telephone, travel, auto and equipment rental, and
all related expenses.
3. , Payment.
a. As scheduled services are completed,Contractor shall submit to City an invoice
for the services completed, authorized expenses and authorized extraa work actually performed or
incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c. City will pay Contractor the amount invoiced within thirty (30) days after the
approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs and
authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope or
complexity of work, or for any other reason, shall be made unless and until such extra services and a
price therefor have been previously authorized in writing and approved by City as an amendment to
this Agreement. The amendment shall set forth the changes of work,extension of time,and adjustment
of the compensation to be paid by City to Contractor..
5. Licenses. Contractor represents that it and any subcontractors it may engage,possess
any and all licenses which are required under state or federal law to perform the work contemplated
by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses,
including a City of Orange business license, at its cost, during the performance of this Agreement.
6. . Independent Contractor. At all times during the term of this Agreement, Contractor
shall be an independent contractor and not an employee of City. City shall have the right to control
Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement.
City shall not have the right to control the means by which Contractor accomplishes services rendered
pursuant to this Agreement. ,Contractor shall, at its sole cost and expense, furnish all facilities,
materials and equipment which may be required for furnishing services pursuant to this Agreement.
Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from
all matters relating to the payment of its subcontractors, agents and employees, including compliance
with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and
regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents
or employees employed by Contractor shall not, under any circumstances, be considered employees
of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City,
including, but not limited to, sick leave,'vacation leave, holiday pay, Public Employees Retirement
System benefits, or health, life, dental, long-term disability or workers' compensation insurance
benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Contractor shall have no authority, express or implied,to bind City to any obligation whatsoever.
8. Designated Persons. Except as otherwise authorized by City's Project Manager, only
the employees of Contractor shall perform work provided for under this Agreement. It is understood
by the parties that clerical and other nonprofessional work may be performed by persons other than
those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of
any part of this Agreement or of funds to be received under this Agreement shall be of any force or
effect unless the assignment has had the prior written approval of City. / City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Reserved.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing at
the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length
of the delay outside Contractor's control. If Contractor believes that delays caused by City will cause
it to incur additional costs, it must specify, in writing,why the delay has caused additional costs to be
incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be
paid that exceed the not to exceed amount stated in Section 2.a, above,absent a written amendment to
this Agreement.
14. Reserved.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex,national origin, mental or physical disability, or any
other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and
that employees are treated during employment, without regard to their race, color, religion, sex,
national origin, mental or physical disability, or any other basis prohibited by applicable law. Such
actions shall include, but not be limited to the following: employment, upgrading, demotion or
transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed
by, or on behalf of Contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, national origin, mental or physical disability,
or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs (a)and (b)to be inserted in all
subcontracts for any work covered by this Agreement,provided that the foregoing provisions shall not
apply to subcontracts for standard commercial supplies or raw materials.
3
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a contractor to influence any decision of City in
which Contractor knows or has reason to know that Contractor, its officers, partners, or employees
have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend
and hold City, its City Council and each member thereof, and the officers, officials, agents and
employees of City (collectively the"Indemnitees")entirely harmless from all liability arising out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or its subcontractor's employees arising
out of Contractor's work under this Agreement, including any and all claims under any law pertaining
to Contractor or its employees' status as an independent contractor and any and all claims under Labor
Code section 1720 related to the payment of prevailing wages for public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act,neglect,default,or omission other than a professional act or omission of Contractor,
or person, firm or corporation employed by Contractor, either directly or by independent contract,
including all damages due to loss or theft sustained by any person, firm or corporation including the
Indemnitees, or any of them, arising out of, or in any way connected with the work or services which
are the subject of this Agreement, including injury or damage either on or off City's property;but not
for any loss, injury, death or damage caused by the active negligence or willful misconduct of City.
Contractor,at its own expense,cost and risk, shall indemnify any and all claims,actions, suits or other
proceedings that may be brought or instituted against the Indemnitees on any such claim or liability
covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the
Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this
subparagraph.
b. Reserved.
c. Except for the Indemnitees, the indemnifications provided in this Agreement
shall not be construed to extend any third party indemnification rights of any kind to any person or
entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,rescission, or
termination of this Agreement, and shall continue to be binding and in full force and effect in
perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law for
the protection of its employees during the progress of the work. Contractor understands that it is an
independent contractor and not entitled to any workers' compensation benefits under any City
program.
4
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance:the greater of(1)Two Million Dollars($2,000,000)per occurrence; or(2)all the insurance
coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury,
death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of One
Million Dollars($1,000,000); or(2) all the insurance coverage and/or limits carried by or available to
Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-
owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available to
City. No representation is made that the minimum insurance requirements of this Agreement are
sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that City,
its officers, officials, agents, and employees are declared to be additional insureds under the terms of
the policy,but only with respect to the work performed by Contractor under this Agreement. A policy
endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of
an endorsement, City will accept a copy of the policy(ies)which evidences that City is an additional
insured as a contracting party. The minimum coverage required by Subsection 18.b and c,above, shall
apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the
general or automobile liability minimums set forth herein shall be maintained for the duration of the
Agreement.
f.Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance and
no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor
will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing
the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide
that the insurance in force will not be canceled or allowed to lapse without at least ten(10)days' prior
written notice to City.
i.All insurance maintained by Contractor shall be issued by companies admitted
to conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide.
j.Contractor shall immediately notify City if any required insurance lapses or is
otherwise modified and cease performance of this Agreement unless otherwise directed by City. In
5
such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs
and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it
has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor
hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with
respect to the services of Contractor herein,a waiver of any right to subrogation which any such insurer
may acquire against City by virtue of the payment of any loss under such insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its policies
or shall furnish separate certificates and endorsements for each subcontractor to City for review and
approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.
19. Termination. City may for any reason terminate this Agreement by giving Contractor
not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice,
Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the
termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all
allowable reimbursements incurred to the date of termination in compliance with this Agreement,
unless termination by City shall be for cause, in which event City may withhold any disputed
compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete
books, documents, papers, accounting records, and other information (collectively, the "records")
pertaining to the costs of and completion of services performed under this Agreement. City and its
authorized representatives shall have access to and the right to audit and reproduce any of Contractor's
records regarding the services provided under this Agreement. Contractor shall maintain all such
records for a period of at least three (3) years after termination or completion of this Agreement.
Contractor agrees to make available all such records for inspection or audit at its offices during normal
business hours and upon three (3) days' notice from City, and copies thereof shall be furnished if
requested.
21. Compliance with Laws/Background.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. The work provided for in this Agreement constitutes a "public works," as that
term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be
paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it,and any subcontractor under it, shall
pay not less than the specified prevailing rates of wages to all such workers and shall comply with all
statutory requirements thereunder. Statutory provisions for penalties for failure to comply with
prevailing wage laws will be enforced. The general prevailing wage determinations for crafts can be
located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR).
6
Additionally, to perform work under this Contract, Contractor must meet all State registration
requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this Agreement
comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders,
including, without limitation,the Immigration Reform and Control Act of 1986 (IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of this
Agreement; and
3) Has properly maintained, and shall at all times during the term of this
Agreement properly maintain, all related employment documentation records including, without
limitation,the completion and maintenance of the Form I-9 for each of Contractor's employees; and
4) Has responded, and shall at all times during the term of this Agreement
respond, in a timely fashion to any government inspection requests relating to immigration law
compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland
Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall, upon request of City, provide a list of all employees working
under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such
employees are eligible to work in the United States. All costs associated with such verification shall
be borne by Contractor. Once such request has been made, Contractor may not change employees
working under this Agreement without written notice to City,accompanied by the verification required
herein for such employees.
e. Contractor shall require all subcontractors to make the same representations and
warranties as set forth herein.
f.If Contractor or subcontractor knowingly employs an employee providing work
under this Agreement who is not authorized to work in the United States, and/or fails to follow federal
laws to determine the status of such employee,that shall constitute a material breach of this Agreement
and may be cause for immediate termination of this Agreement by City.
g. All personnel performing any services to City under this Contract shall possess
sufficient experience and security records to perform the work at public facilities. Contractor shall
conduct and complete, to City's satisfaction, sufficient background checks to ensure no personnel
performing services under this Contract is listed on the National Sex Offender Public Registry
NSOPR"). Contractor shall monitor personnel security records to ensure no existing or new
employees performing services under this Contract are added to the NSOPR or convicted of any crimes
that would disqualify them from adhering to conduct conducive to public safety.
7
h. All costs associated with the documentation and verification required herein
shall be borne by Contractor. Contractor shall require all subcontractors to provide the same
documentation and verification when hired to perform services under this Contract. City has the right,
in its sole and absolute discretion,to reject any employee of Contractor assigned to perform services
for City,with or without cause,at the time of such assignment or at any time thereafter,and Contractor
shall remove that employee from providing services to City to the extent permitted by law and any
applicable collective bargaining agreement. City's rights under this Article shall not be exercised in
an arbitrary or capricious manner, or with the intent of forcing a termination of this Contract
i.Contractor agrees to indemnify and hold City, its officials, and employees
harmless for, of and from any loss, including but not limited to fines, penalties and corrective
measures, City may sustain by reason of Contractor's failure to comply with said laws, rules and
regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance with
and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction
of California courts. Venue for any dispute arising under this Agreement shall be in Orange County,
California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No other
agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of
any force or effect unless it is in writing and signed by both parties. Any work performed which is
inconsistent with or in violation of the provisions of this Agreement shall not be compensated.
24. Notice. Except as otherwise provided herein,all notices required under this Agreement
shall be in writing and delivered personally, by e-mail, or by first class mail, postage prepaid,to each
party at the address listed below. Either party may change the notice address by notifying the other
party in writing. Notices shall be deemed received upon receipt of same or within 3 days of deposit
in the U.S. Mail,whichever is earlier. Notices sent by e-mail shall be deemed received on the date of
the e-mail transmission.
CONTRACTOR" CITY"
Halcyon Electric, Incorporated City of Orange
1055 Ortega Way, Suite A 300 E. Chapman Avenue
Placentia, CA 92870 Orange, CA 92866-1591
Attn.: Robert Yakemonis Attn.: Jose M.Diaz
Telephone: (714) 630-1400 Telephone: (714)288-2475
E-Mail: Robert@halcyonelectric.com E-Mail: jdiaz@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
8
Remainder of page intentionally left blank; signatures on next page]
9
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year
and day first above written.
CONTRACTOR"CITY"
HALCYON ELECTRIC, INCORPORATED,CITY OF ORANGE, a municipal corporation
a California
a
corporation
By: fIl17"_ ' ` By:
Printed Name:e c cA'i ww. Susan Galvan,Assistant City Manager
Title: Q(:a
By: APPROVED AS TO FORM:
Printed Name: 1 oJe_h.o4S
Title: Se.csc ct t
Vl lM
Mary E. nning
Senior Assistant City Attorn
NOTE: The City requires the following signature(s)on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into
this Agreement. A copy of the corporate resolution, certified by the Secretary
close in time to the execution of the Agreement, must be provided to the City.
10
EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
Halcyon Electric,Inc. 1055-A Ortega Way
Placentia CA 92870
Telephone 714-630-1400
Fax 714-630-1414
License Number 717223
September 13,2022
City of Orange
300 E Chapman Ave
Orange CA 92866
Attn.: Tuan Cao
Reference: Halcyon Electric,Inc.
Subject: On Call Service Agreement.
Gentleman:
Halcyon Electric, Inc is a California Corporation which has been operating in the Water and
Wastewater industry since 1995.
We are union, we are bondable we are signatory to the International Brotherhood of Electrical
Workers(IBEW)and we are a member of the National Electrical Contractors Association(NECA).
Our State Contractors License Number is 717223 and our classifications are:
A—General Engineering
B—General Building
C—Electrical
Robert Yakemonis is the owner of Halcyon Electric,Inc,the RMO and the President of the Company.
Our hourly rate for On Call Service is$188.14 per hour with a 4-hour minimum after 4 hours our daily
billing is for 8 hours. This rate includes a qualified state certified IBEW Electrician with a service truck
and tools.
For materials provided in completing service work we charge the cost of the material plus 15% Mark-
Up,we provide a detail list of the materials used.
Should you have any questions please do not hesitate to contact the undersigned at 714-926-
6472.
Sincerely
Halcyon Electric,Inc.
Robert Yakemonis
President