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HomeMy WebLinkAboutLEE TECHNOLOGIES SERVICES, INC. - 2008(~ tJ~r,o .~ INSURANCE ON FILE N-2008-099 WORK MAY PROCEED UNTIL INSURANCE EXPIRES II-1-oR CLERK OF COUNCIL `~ DATE: g- 5 0 6 CONTRACTOR AGREEMENT Fi~urce ~~~ 61~g ~"~"'~~ THIS AGREEMENT, made and entered into this 29a' day of July, 2008 by and between 6hiz~ Lee Technologies Services, Inc., a Virginia corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of providing maintenance and repair work on uninterruptible power systems. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed incompliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide UPS preventative maintenance services, as set forth in the Equipment Schedule submitted by Contractor, attached hereto as Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and shall last for the term of one (1) full year, unless terminated earlier in accordance with Section 12, below. Services provided from March 1, 2008 shall be included within the Scope of Services of this Agreement. City shall have the option to renew this agreement for 2 additional one year terms at the prices identified in Exhibit A. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Finance and Management Services Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. [n accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of; or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: and Building Maintenance Superintendent City of Santa Ana 20 Civic Center Plaza (M-1 ] ) P.O. Box 1988 Santa Ana, California 92702 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Telefacsimile (714) 647-6515 To Contractor: Lee Technologies Services, Inc. Attn: Catherine Sullivan 302 N. El Camino Real, Suite 214 San Clemente, California 92672 Telefacsimile (949) 940-1888 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior tc> receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. This section is shall take precedence over any conflicting language set forth in §V(d) of Contractor's Standard Conditions, attached hereto as Exhibit A. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses; permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the Ciry immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: / ,.i-- PATRICIA E. HEALY Clerk of the Ce~ncil CITY OF SANTA ANA DAVID N. RE City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney sy~ Laura Shee y Assistant Ciry Attorne LEE TECHNOLOGIES INC. FOR APPROVAL: A ~~ ~~ ,j,,/ _ FRANCISCO GUTIERREZ ~_"~ Executive Director Finance & Management Services Agency J. RUS~L,L MORRISSEY Sr. Vice President L~ Lff TECHNOLOGIES° MISSION-CR111CAL INFRASiRUCrURf SOLUTIONS Customer: Citv of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Contact: Mr. Mario Ghizzi Phone: (714) 647-5008 Email: mghizzi(o~ci.santa-ana.ca.us SERVICE CONTRACT QUOTATION Quote Number: SP08-6841 Date: July 14, 2008 Quote Validity: 30 Days Payment Terms: Net 30 Site: Various Lee Technologies Services, Inc. ("Lee") proposes the following Work: SECTION I: SCOPE OF WORK MGE EPS200D UPS SYSTEMS SERVICE CONTRACT - SELECT COVERAGE 1. Includes One (1) Major Preventive Maintenance visit scheduled at the customer's convenience, 24x7. 2. Includes Semi-Annual Battery Maintenance visits. • Annual battery maintenance visit scheduled at the customer's convenience, 24x7 when completed with the Major UPS Preventive Maintenance visit • Semi-annual battery maintenance visit scheduled Monday through Friday, B:OOam - 5:OOpm 3. Includes a 30% discount on parts associated with corrective maintenance. (Excluding Batteries and Proactive Capacitor Replacement) 4. Includes 30 minute (maximum) call back time. 5. Includes Next Business Day or Sooner On-Site Emergency Response, Monday through Friday, S:OOam - 5:OOpm. 6. Access to Factory Technical Support during normal business hours, Monday through Friday 8:OOam - 5:OOpm. 7. Includes a 25% discount on labor rates for emergency repair. 8. All maintenance is performed by factory trained MGE Field Engineers. 9. MGE cannot guarantee the availability of all replacement parts. APC SILCON UPS & LIEBERT UPS SERVICE CONTRACT -FULL SERVICE MAINTENANCE CONTRACT 1. Includes Semi-Annual (2) UPS Preventive Maintenance visits scheduled during normal business hours, Monday through Friday, B:OOam - 5:OOpm. 2. Includes Semi-Annual Battery Maintenance visits scheduled during normal business hours, Monday through Friday, S:OOam - 5:OOpm. 3. Includes all materials and labor to keep the equipment in good operating condition (Excludes Battery and Proactive Capacitor replacement). 4. Includes Four (4) hour On-Site Emergency Response, Seven (7) days a week, Twenty-four (24) hours a day. 5. Includes Call Management which is a record of all reported site events and on-site calls by Field Technicians. 6. Includes all emergency service and travel expenses. Ouote Number: SP08-6841 Lee POC: Catherine Sullivan Service Sales Associate Page 1 of 5 - Y ,++R LEE TECHNOLOGIES NATIONAL OPERATIONS CENTER 1. Coordinate all Preventive Maintenance visits between Customer and Vendor. 2. Follow up with Customer upon completion of each Preventive Maintenance visil. 3. Coordinate all follow up work between Customer and Vendor. 4. First point of contact for all emergency service calls. GENERAL The Work is limited to maintenance service attributable to normal wear and tear and not made necessary by causes such as abuse or misuse of equipment, use of equipment for purposes other than which the equipment was intended, operation and storage of equipment in an environment not suitable for such equipment, deterioration or damage due to decorative finishes (such as paint), installation of additional accessories, lightning, fire, water, exposure, iabor dispute, war, insurrection, vandalism, accident, Customer's negligence or failure to properly care for the equipment, acts of God, power failures caused by outside power sources beyond the specified capacity of the equipment, criminal acts, natural calamity or other such causes. SECTION II: TERM OF CONTRACT The Commencement Date for MGE's performance of the Services of this contract is 10 working days after the date this proposal is signed by Customer, unless another Commencement Date is agreed upon, and shall continue for an initial term of one (1) year (the "Term"). SECTION III: CONTRACT VALUE AND INVOICING OPTIONS For performance of the Work during the Term, Customer shall pay Lee Technologies the Contract Value set forth below, depending upon the invoicing option chosen by the Customer (election may be made by initial below or by issuance of order with corresponding Contract Value). Equipment To Be Covered MGE MODEL: EPS2020/44.66, 20kVA EPS2000 UPS System SIN: 50815.03 With (32) Batteries MGE MODEL: EPS2051/44.66, SOkVA EPS2000 UPS System SIN: 50815.07 With (40) Batteries MGE MODEL: EPS2051/44.66, SOkVA EPS2000 UPS System SIN: 50815.05 With (40) Batteries MGE MODEL: EPS2061/44.66, 60kVA EPS2000 UPS System SIN: 50815.01 With (80) Batteries LIEBERT MODEL: 15kVA UPS System SIN: 38MB-644 With associated batteries APC MODEL: SL10KF, 10kVAUPS System SIN: WE0252110006 With (32) Batteries Contract Value UPS Service Contract $ 21,583.00 Optional Upgrade - Four (4) hour on-site response for the 30kVA Galaxy3000 UPS during warranty $ 450.00 period (Initial) Optional Adder - In-Warranty UPS & Battery Preventive Maintenance visit for the 30kVA Galaxy3000 $ 1,500.00 UPS System (Initial) Quote Number: SP08-6841 Lee POC: Catherine Sullivan SeNies Sales Associate Page 2 of 5 INVOICING OPTIONS Acceptance (Initials): Customer: Annual Invoicing: Lee shall invoice the Compensation upon Customer's signature of this Proposal. Quarterly Invoicing: Lee shall invoice the Compensation as follows: (i) 25% upon Customer's signature of Customer: this Proposal, (ii) 25% on or about the middle of the 2nd month, (iii) 25% on or about the middle of the 5th month and (iv) 25% on or about the middle of the 8th month. If this jnvoicin~ antian is chosen, add 8% to the Comnensation. Customer: Monthly Invoicing: Lee shall invoice the Compensation monthly during the Tenn. If this invoicinn antian is chosen, add 12% to the Comnensation. SECTION IV: ADDITIONAl WORK If the Customer requests, requires, or authorizes Lee to perform any work in addition to the Work described in the Scope of Work of this proposal and purchased by Customer in the preceding Section, the Customer shall pay Lee for such Additional Work at Lee's prevailing Time and Material rates or per quote (at customer's request prior to commencement of Additional Work) from Lee. With respect to Additional Work, Lee shall invoice Customer upon completion of the Additional Work, unless otherwise agreed upon in writing. Customer shall pay each of Lee's invoices within thirty (30) days after the date of such invoice. SECTION V: OTHER TERMS 1. Customer's signature below forms a Contract comprised of this Service Contract Quotation and the Standard Conditions following between Customer and Lee. Customer must provide a Purchase Order or Purchase Requisition for all Contracts over $10,000.00 for billing purposes. 2. Address for PO's: Lee Technologies Services, Inc., 12150 Monument Drive, Suite 150, Fairfax, VA 22033. 3. All prices shown are valid for thirty (30) days from the date of quotation and are subject to the Standard Conditions set forth in this Proposal. 4. Cancellation of any site visit within 48 hours of scheduled date could result in an additional charge of any costs incurred. 5. The prices quoted herein do not include applicable state, local or municipal sales andlor use taxes. All such taxes will be billed separately unless Customer provides Lee with a valid exemption certificate acceptable to the taxing authority. 6. For equipment that has experienced a lapse in service (or warranty) coverage by Lee Technologies, or has had no service history in the previous six months by Lee Technologies, the first Preventive maintenance visit will be a "Recertification Visit". If during the Recertification Visit any repairs are required, the Customer will be responsible to pay, on a time and material basis, for all service time (including any follow-up visits) and parts necessary to bring the system up to manufacturer's standards. SECTION VI: EMERGENCY SERVICE For Emergency Service, call Lee Technologies' National Operations Center at (877) 968-0300. Quote Number: SP08-6841 Lee POCo Catherine Sullivan Service Sales Associate Page 3 of 5 In witness whereof, the parties have caused this Contract to be executed by their duly authorized and empowered officer. CITY OF SANTA ANA (Sigrlature) Name: Title: Date: Address for Invoices: Attn: Phone: Fax: PO Number: Quote Number: SPOB-6841 Lee POC: Catherine Sullivan Service Safes Associate LEE TECHNOLOGIES SERVICES, INC. (Signature) J. Russell Morrissey Sr. Vice President Date: Address for Purchase Order: Lee Technologies Services, Inc. 12150 Monument Drive, Suite 150 Fairfax, VA 22033 Phone: 703-968-0300 Fax: 703-654-3680 Please return S;gned Quote to: lee Technologies Services, Inc. Attn: Catherine Sullivan 302 N. EI Camino Real, Suite 214 San Clemente. CA 92672 Phone: 949-940-1689 Fax: 949-940-1888 csullivan(ci)leetechnoloaies.com Page 4 of 5 STANDARD CONDITIONS , COMPLETE AGREEMENT These Standard Conditions are hereby incorporated in and made a part of the Service Contract or Quotation ("Contract") between Lee and the Customer. The Contract constitutes the complete and exclusive statement of the agreement between the parties, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Contract Any purchase order issued by Customer shall be for purposes of acknowledgement and acceptance of this Contract and the terms contained in any such order shall not become a part of this Contract. II. TERMINATION (a) Termination for Cause: In addition to other remedies either party may have, at Jawor in equity, either party may terminate this Contract in the event that the other party persistently neglects or fails to perform any of its material obligations hereunder and such default continues for a period of thirty (30) days fotla'Mng receipt of written notification of such default from the non-defaulting party. (b) Cancellation for Convenience: Customer may cancel this Agreement for the Customer's convenience prior to the natural expiration of the current Term for any or all equipment unit(s) listed above, provided, however, 1) Customer provides Lee 30 days advance 'Mitten notice of Customer's intent for early cancellation for Customer's convenience, and 2) Customer pays Lee an early cancellation charge equal to ten percent (10%) of the contract price for the equipment unit(s) that are being cancelled or $500.00, whichever sum is greater. III. WARRANTY AND LIABILITY (aj LEE MAKES NO WARRANTIES UNDER THIS CONTRACT, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT TO BE SERVICED OR ANY REPLACEMENT EQUIPMENT OR PARTS PROVIDED IN PERFORMING THE SERVICES. LEE DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES WITH RESPECT TO SUCH EQUIPMENT OR REPLACEMENT EQUIPMENT OR PARTS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY ANDIOR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. (b) NEITHER LEE NOR CUSTOMER SHALL BE RESPONSIBLE TO THE OTHER OR TO ANY OTHER THIRD PERSON OR ENTITY FOR ANY CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO ECONOMIC LOSS, LOSS OF USE OR LOSS OF BUSINESS) INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF OR CONNECTED IN ANY WAY WITH THIS CONTRACT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN THOUGH IT WAS OR SHOULD HAVE BEEN AWARE OR ADVISEO OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL LEE BE LIABLE TO CUSTOMER IN AN AMOUNT IN EXCESS OF THE COMPENSATION PAID TO LEE HEREUNDER. (c) Lee shall indemnify and hold Customer harmless from any claims, damages, losses or expenses attributable to injury or damage to person(s) or property, including reasonable attorneys' fees, to the extent caused by the negligent act or omission of Lee or any party for whom Lee is responsible. (d) Customer shall indemnify and hold Lee harmless from any claims, damages, losses or expenses attributable to injury or damage to person(s) or property, including reasonable attorneys' fees, to the extent caused by the negligent act or omission of Customer or any party for whom Customer is responsible. (e) Lee shall not be liable for delays in delivery or performance, or for failure to deliver or perform, due to (i) a cause beyond its reasonable control, or (ii) an act of God, act of Customer, work by others, act of civil or military authority, Govemmental priority, strike or other labor disturbance, flood, epidemic, war, riot, transportation delay or shortage, or inability to obtain necessary materials, components, services or facilities. Lee will notify Customer promptly of any material delay excused by this Section. In the event of any such delay, there will be no termination and the schedule of performance shall be extended for a period equal to the time lost by reason of the delay. In the event Lee is delayed by acts of the Customer or by work by other contractors or suppliers of the Customer, Lee shall be entitled to an equitable adjustment to the Compensation in addition to an extension of the time of performance. IV. CUSTOMER RESPONSIBILITIES (a) Customer shall not move or make any changes, adjustments or repairs to any of the equipment to be serviced by Lee hereunder without Lee's prior written consent, which shall not be unreasonably withheld. (b) Customer shall afford Lee and its subcontractors prompt access to the equipment and facilities necessary to perform the Services and shall not condition such access upon waiver of liability or otherwise. Contractor shall reimburse Lee for the labor and materials costs incurred by Lee and/or its subcontractors due to Customer's failure to provide such prompt access. V MISCELLANEOUS (a) During the first preventative maintenance inspection which occurs during the Term, Lee shall inspect the facility and determine if any materials and equipment are defective, wom or in a state of disrepair. Lee shall advise Customer of its findings. (b) Pricing does not assume local union labor rates. (c) Customer agrees that during the Term and for a period of twenty-four (24) months thereafter, Customer will not for its own benefit or for the benefit of any person or entity solicit, or assist any person or entity to solicit, any employee of Lee or any affiliate of Lee to leave his employment with Lee or such affiliate or hire or cause to be hired for Customer's benefit any person who is an employee of Lee or an affiliate of Lee or was an employee of Lee or an affiliate of Lee during the Term. (d) This Contract is not assignable without written permission from either party; provided, however, that Lee may assign its right to receive payment of amounts due under this Contract. Any attempt to assign any rights, duties, or obligations which arise under this Contract without such permission shall be void. Notwithstanding the foregoing, this Contract shall be binding upon and inure to the benefit of the parties' legal representatives, successors and assigns. The laws of the Commonwealth of Virginia will govern this Contract, without regard for Ihe principles of choice of law or conflict of law. This Contract may only be amended or modified by written agreement of the parties. If for any reason any provision of this Contract, or the application of such provision to any person or circumstances, or in any legal action, shall be held unenforceable or invalid, the enforceability or validity of the remaining provisions of this Contract shall not be affected thereby. (e) Any notice required or permitted to be sent pursuant to this Contract shall be deemed valid, if and only if, transmitted either (1) if transmitted by facsimile, upon acknowledgment of receipt thereof in writing by facsimile or otherwise or (2) (i) by hand-delivery against a receipt or return receipt requested of the addressee, (il) by registered or certified mail, return receipt requested, or (iii) by reputable overnight courier, transmitted with all requisite postage prepaid, each to be addressed to the respective addressee at the address set forth below such party's signature below, or to such other address as may be established pursuant to notice sent to the last address so fixed and in accordance with this Section V (e). Such notice, if hand-delivered as above provided, shall be effective upon issuance of receipt by the addressee, and if transmitted by mall shall be effective upon receipt by the addressee. Quote Number: SP08-6841 Lee POC: Catherine Sullivan Service Sales Associate Page 5 of 5 t ~.~ -ACORD. CERTIFICATE OF LIABILITY INSURANCE OPID LV I DATE (MMIDOiYYYYI LEETE-1 07/30/0B PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Alliant Insurance Services Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Franey Muha commercial Group HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 4530 Wa1ney Road - Suite 200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Chantilly VA 20151 , '- Phone: 703-397-0977 Fax:703-397-0995 INSURERS AFFORDING COVERAGE NAIC# INSURED I~SUPERA Lee Technologies Group, Inc. THE IlAIl.TFOf:O INS GROUP '02239 Lee Technolog1es, Inc. Ir,SURERE 1\.tIMIRAL IHSlfllAllcr co '03026 24B56 Lee Technologies Services, Inc Ir,~,URER c Andrae Electric Inc. 12150 Monument Dr, #150 IrjSUR:;:RD Fairfax VA 22033 I'JSeJR=-PE COVERAGES THE ~r:t1CIES OF 1"J:iIJ~:NK:E ~ISTED BELO'l\' HiWE BEElj ISSUED 1(1 TrE I\JSURED ~..AIv:ED Il,SOVE FUR ~HE POLICY PERIOD INDICATEC' NonVITHS1A,rmING ANY RE,)IJIF:EMEr'H, TE",',1 (lR ~mJDITION OF MY CONTRArT nR em-iEF< COr:! IMENT WITH RE~PE'T TO WH ,~:r-< THIS CERTIFICATE IMY EE ISSUFn OF' MAY F'EP'"AN, Tf-E l\r"J~A.N(":E AFFORDED 31' THE POllCl:::; OESCRI[iCO HERElrJ IS SU3J:::CTTO ALL THE TEF:MS, EXCLLSIONS AND CONDITI\lrjS 0" ~;:JCH POLICIES. A'(,('REGf'T LIMITS SHOWN MAY HAVE [<EEr-, R[D'JCED DV FAID CLAIMS LTR NSRD TYPE OF INSURANCE POLICY NUMBER DATE (MMlDD.,y:;{= DATE fMMIDDJYY) LIMITS GENERAL. LIABILITY EACH :JCCURRENCE $1,000,000 ~ A X X "~NMERCIAL G=-'JERAL L1A3ILI'Y 42UUNAC69B7 11/01/07 11/01/0B rREMIGEG(El:Joccurencp) $300,000 -r-- [ii] ...:LA M:;;; MADE X OCCU~ MED EYF (My one person) $10,000 -- - PER:;iUr4\!. & A.QV INJUFiY $ 1,000,000 - GENER;.1 AGGREGATE '2,000,000 GEN'L AGGPEGA~E LIMIT Il,PPLIES PtR PRODUCTS COMP/OP AGG .2,000,000 i I . Xl PRO- nLOC ~- - POLl::Y X JE''::T Alx AUTOMOBILE LIABIL.ITY C:JMBINED SINGLE LIMIT ~ $1,000,000 ~ANYAII1V 42UUNAC69B7 11/01/07 11/01/0B (Eaaccda1t) X i AL I-'\'VNE[' AI.'T')S A BODIL Y Ir-,JURY -"- FO\t I='erperson) $ - ::;CHEDULE[ AU uS ro i HIREOAIJT:'C' ...,,,... ' ~~ ~ I i, ' , BODILY IrjeURY $ NOr, ""1\NrJED A.LITOS \ - '-,/IdA (d i?--- I='eraccico;nt) ~~L - f- PROPERTY DAMIl.GE , '1 ' iP"ra<.:cidpnt) ,.. ~ ,_ ' \ J , GARAGE lIABILlTl' -' '7 ~ ,,'d J.! :\tH':I,-,r:" ALiTO O~JLY =A,Il,CrlDEr-lT $ R""AL"' '~~, ,~ ty f----- r " OTHER l:if'..N dlA.o,x $ AUTO or.IL Y AGC; , EXCESS/UMBREL.LA LlABIL.1TY EACH OCCURRENCE $10 I 000 I 000 A X tI VI.. '.UP D '..:LAIIv'S MADE 42RHlJAC7126 , 11/01/07 11/01/0B $10,000,000 , AGGREGATE b DEO:I::;THL::: I , X I :;:'ETErmON 10 I WORKERS COMPENSATION AND X I T~'~'y 1~t'1i IUE8" EMPL.OYERS' LIABILITY 42WBRI3755 11/01/07 11/01/0B A ANY F'ROPRIET":>iPAf:=ThEI<IE.xECL T \,iE E L Etl.CH,;CClCENT $1,000,000 "FFICER/\1EMRFR F',CII I,JE['';' E.L. DISEASE- EA. EMPLOYEE $ 1,000,000 ;r~"s, dc,swoeund8r $ 1,000,000 3PEi..:IAL PPOVI:":IO'j~, t'elY" EL DISE."'-GE POLICY LIMIT OTHER B Professional Liab EOOOOO039BB02 11/01/07 11/01/0B Per Claim $2,000,000 Claims made OED: $20,000 Aggregate $2,000,000 DESCRIPTlON OF OPERA TlONS I LOCATIONS r VEHICL.ES f EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL. PROVISIONS The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as additional insureds on all liability policies listed above. CERTIFICATE HOLDER CANCELLATION CITYOFS SHOUL.D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAlL. 30 DAYS WRITTEN City of Santa Ana Mr. Mario Ghizzi 20 Civic Center Plaza Santa Ana CA 92701 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR L1ABILlT'1' OF ANY KINO UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES AUTH R~;,~i:rm., ACORD 2512001108) @ACORDCORPORATION1988 - - -. EXHIBIT B '- ADDmONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company The Hartford Insurance Group This endorsement modifies such insurance as is afforded by the provisions of Policy # 42UUNAC6987 retadnglllthe followlng: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on b.,half uf tt." JUUll.,d ;1I'U"'d, .uch illSuntll"" d> i. ..ffi"d.,d by dIi. pulicy is primary and is nul additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. '-' 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to 11/01/2007 42UUl1AC6987 Lee Technolog1es tiroup. 'Inc. Named Insured , this endorsement form as a part of Countersigned by ~..uAte., 'rn. ~../ Authorized Represe tative g "'" s N'o7-D~g-~~-~~ i H~~K~ C:EKTIFICATE OF LIABILITY INSURANCE OP ID LV DATE (MM/DD/YYYY) LEETE-1 PRODUCER 11 02 09 Alliant Insurance Services Inc THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Franey Muha Commercial Group ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE H 4530 Walney Road - Suite 200 OLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE Chantill VA 20151 S BELOW. y Phone: 703-397-0977 Fax:703-397-0995 INSURERS AFFORDING COVERAGE INSURED "- NAIC# __ INSURER A: Hartford underwriters ins Co 3 0104 Lee Technologies Group, Inc. INSURER B: H tf d Lee Technologies, Inc ar or Fire Insurance Co 19682 ; Lee Technologies Services, INc 12150 Monument D #1 INSURER C: Hartford Casualty Ins Co 29424 r, 50 Fairfax VA 22033 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING AN Y REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT . WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS S POL UBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH ICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. , LTR NSR TYPE OF INSURANCE POLICY NUMBER DATECMM DD CTIVE DATE MM/DD/YYYY LIMITS GE NERAL LIABILITY A X X COMMERC EACH OCCURRENCE $ 1, OOO, OOO IAL GENERAL LIABILITY 42UUNAC6987 11/01/09 11/O1/10 CLA ~ ~ PREMISES (Eaoccurence) $ 300, OOO IMS MADE OCCUR MED EXP (Any one person) $ 1 O , O O O PERSONALSADV INJURY $ 1, 000, OOO GE N'L AGGREGATE GENERAL AGGREGATE $ 2, OOO, OOO LIMIT APPLIES PER: POLICY X jE ~ PRODUCTS -COMP/OP AGG $ 2 , O O O , O O O LOC AUTOMOBILE LIABILITY B X X ANY AUTO 42UUNAC6987 11/01/09 COMBINED SINGLE LIMIT (Ea accident) $ 1, 000, 000 X ALL OWNED AUT 11/O1/10 OS SCHEDULED AUTOS BODILY INJURY (Per person) $ X HIRED AUTO S ~~ ~ ~ ~ ~ ~ • ~ ~ - X NON-OWNED AUTOS ~ BODILY INJURY (Per accident) $ ~ ~~ ~ PROPERTY DAMAGE -._. ___ - ---- (Per accident) $ GAR AGE LIABWTY / ~--~• •~ ~ - - ANY AUTO :, v - , AUTO ONLY - EA ACCIDENT $ .. ..~ , ~ ,.. .. ... ~ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS /UMBRELLA LIABILITY C X X OCCUR ~ CLAIMS MADE 42RHUAC7126 EACH OCCURRENCE 11/01/09 11/O1/10 AGGREGATE $ lO, OOO, OOO $ 10, 000, OOO DEDUCTIBLE X RETENTION $ Q WORKERS COMPENSATION $ AND EMPLOYERS' LIABILITY A ANY PROP - X TORY LIMITS ER RIETOR/PARTNER/EXECUTIVI ~ 42yigRI3755 OFFICERlMEMBER EXCLUDED? 11/O1/O9 11/O1/lO E.L. EACH ACCIDENT $ ] OOO OOO (Mandatory in NH) „ , If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - EA EMPLOYEE $ 1 , O O O , O O O OTHER E.L. DISEASE-POLICY LIMIT $ 1, OOO, OOO DESCRIP710N OF OPERATIONS /LOCATIONS !VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as additional insureds on all liability li po cies listed above. This insurance is primary and non contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITYOFS DATE THEREOF, THE ISSUING INSURER WILL 481KYP4FQ1~flCpD MAIL 3 O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BiPC7Ul~@[BCPCD®35~.~36]i:L City of Santa Ana °i~~10°®°~Xa~~~Dxm~Ex,~sxa~m¢~¢ Attn: Thao Vu e~xsl>:alsc 2O Civie Center Plaza AUTHORIZ DREPRESENTATIVE Santa Ana CA 92702 , ACORD 25 (2009101) ©1988-2009 ACORD C RPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 42ULTNAC6987 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization(s)• Location(s) Of Covered Operations The City of Santa Ana, its officers, employees, agents, volunteers and representatives. This insurance is primary and non-contributory. Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section II -Who is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insureds) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 ^