HomeMy WebLinkAboutAgr 2004-10-01 (Republic Electric)
MARIN STREETLIGHT ACQUISITION JOINT POWERS AUTHORITY
27 Commercial Blvd., Suite C, Novato, CA 94949
Phone: (415) 883-9100 FAX: (415) 883-9155
MEMORANDUM
DATE:
November 29, 2004
TO:
City/Town and County Public Works
FROM:
Martin J. Nichols, Executive Officer I
CONTRACT EXTENSION WITH ~PUBLIC ELECTRIC
SUBJECT:
They Streetlight Acquisition Joint Powers Authority has negotiated an extension of our current
Streetlight Maintenance Agreement through December 31, 2010 that reduces rates by 11.7
percent.
Attached is your copy of that agreement.
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AGREEMENT
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THIS AGREEMENT is made this day of October, 2004, between REPUBLIC
ELECTRIC, a California Corporation, (REPUBLIC) and MARIN STREET LIGHT ACQUISITION
JOINT POWERS AUTHORITY, a joint public entity, (JP A) to amend as herein provided the
agreement entered into between REPUBLIC and lPA on August 27, 1993.
RECITALS
1. REPUBLIC is an Electrical Contractor holding California Contractor's License No.
647154.
2. lP A is a joint public entity which represents thirteen-member agencies consisting of the
County of Marin, Marinwood Community Services District, Bel Marin Keys Community Services
District, and the Cities and Towns of Belvedere, Corte Madera, Fairfax, Larkspur, Novato, Mill
Valley, Ross, San Anselmo, San Rafael, and Sausalito, Tiburon (MEMBERS).
3. On September 16, 1985, JPA and Pacific Gas and Electric Company (PG&E) executed an
instrument entitled "Pole Contact and Operating Agreement", (PG&E Contract) which is referred to
further explain this Agreement.
4. By this Agreement the parties desire to provide for the performance by REPUBLIC of
designated services in connection with the tnaintenance and repair of existing parts such as
luminaires, lamps, photocells, service equiptnent, etc., collectively hereinafter referred to as
"Equipment" within the respective jurisdictions of MEMBERS.
5. It is desired that MEMBERS shall, respectively, have the option to select one of the two
levels of service and repair to be performed by REPUBLIC, and to raise or lower the level of service
from time to time, as such levels are set forth in the attached schedules. To the extent applicable,
REPUBLIC will upon each such selection, adjust its inventory as required.
The parties agree as follows:
1. REPUBLIC agrees to perform services for MEMBERS as set forth in Schedules 1 and 2
(attached), subject to the limitations set forth at Paragraph 5 of the foregoing recitals, which
limitations are incorporated and made a part 01 this Paragraph. MEMBERS, shall provide lP A and
REPUBLIC with written confirmation of the Schedule selected by them, respectively, under the terms
of this contract. MEMBERS, may from time to time change the Schedule to be effective as to each
such member, respectively, to a higher or lower Schedule. Any such change increasing the level of
service and repairs to be provided to a MEMBER by REPUBLIC shall be effective on the first day of
the next following month and shall be subject to the giving to REPUBLIC by the MEMBER making
such change of not fewer than 30 day's written notice prior to the effective date of each such change.
2. REPUBLIC agrees to perform the following additional services:
A. Whether such notification originates with a MEMBER or a party or person other
than a MEMBER, provide phone service for the receiving of notification of inoperative Equipment,
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including those items requiring emergency repair and service during REPUBLIC'S normal business
hours and an answering service for the receiving of notification of inoperative Equipment requiring
emergency repairs or service at all times (7 days per week) other than REPUBLIC'S normal business
hours.
B. Maintain a log listing as to each such call received, the name of the caller, if given,
the date of the call, the outage or other problenl reported by the caller, and the location of the outage
or other problem reported by the caller.
C. Deliver to lP A, once a month upon request, a floppy disk, or hard copy if desired
by MEMBER, setting forth the following information allocated to the respective jurisdictions of
MEMBERS and will be mailed within 5 days after the month end to which it pertains.
1. Number of service requests called in during the period encompassed by
the report and subsequent repair list of such calls.
2. List of service requests outstanding as of the date of such report.
D. Assume and discharge the obligations of the lP A under the provisions of
Paragraph 17 ofPG&E Contract, to the extent of REPUBLIC'S obligation to lPA for the performance
of services under the terms of this Agreement, and in addition, REPUBLIC shall defend, hold
harmless, and indemnify JP A in any actions and from all damages arising out of the acts or omissions
of REPUBLIC, or its authorized representatives, in the performance of its obligations under the terms
of this Agreement, or the failure of REPUBLIC to perform those obligations. REPUBLIC shall not
be liable for damages resulting from the acts or omissions of JP A or its authorized representatives.
E. Maintain public liability and property damage insurance with a single combined
liability limit of not less than $1,000,000.00 (including automobile), for bodily injury and property
damages as the result of anyone occurrence. Such insurance shall be in form satisfactory to both JP A
and PG&E, and shall guarantee REPUBLIC'S performance of the above indemnity obligation, shall
be endorsed to name JP A as an additional named insured, and PG&E as an additional named insured,
insofar as this Agreement is concerned, contain a cross-liability clause, and provide that written notice
shall be given to both JP A and PG&E at least 30 days prior to cancellation or material change in the
form of such policies or endorsements. Upon request, REPUBLIC will provide JP A and PG&E,
respectively with duplicate originals of each of said policies and all endorsements to them
respectively. It is acknowledged that REPUBLIC may desire public liability and property damage
insurance with limits greater than that desired by JP A and provided for in this Agreement.
REPUBLIC shall be entitled to place such additional public liability and property damage insurance
into effect, as REPUBLIC alone my determine subject to REPUBLIC paying and satisfying all
obligations for premiums arising from such additional public liability and property damage insurance
coverage.
F. Assume and be responsible for JP A'S obligation of contribution as set forth at
Paragraph 17 c of the PG&E Contract, insofar as services to be performed by REPUBLIC under the
terms of this Agreement are concerned.
G. Republic shall perform all work as required in Exhibit B.
3. Anything in the within Agreement or the respective Schedules hereinabove referred to, to
the contrary notwithstanding, REPUBLIC shall have 7 calendar days to respond to each notification
of an outage or other item of service and repair which is the obligation of REPUBLIC under the terms
of this Agreement and the applicable Schedule. Accordingly, REPUBLIC will not be in default under
the terms of this Agreement or under the terms of any applicable Schedule nor will REPUBLIC have
3
any obligation or liability for the non-performance of any of its obligations hereunder or under the
applicable Schedule if REPUBLIC commences the work of service and complete the repair required
to correct each outage or other item requiring service and repair under the terms of this Agreement
and the applicable Schedule within 7 calendar days of the receipt by REPUBLIC of notification
thereof. Not withstanding the above sentence, REPUBLIC shall be obligated to respond to
emergency notifications and no liability is waived if REPUBLIC fails to respond within a reasonable
period.
4. JPA shall do the following:
A. Attached hereto as Exhibit A is an inventory listing the equipment subject to this
Agreement. MEMBERS, for their respective jurisdictions, shall within 7 days after the last day of
each calendar month submit to REPUBLIC a statement setting forth equipment changes made within
such month.
B. Pay to REPUBLIC on or before the last day of each month the amount set forth in
the applicable schedule attached hereto and made a part of this Agreement.
C. Provide REPUBLIC with the following:
1. To the extent that the respective MEMBERS desire the terms of this
contract to extend thereto, mapping of new subdivisions and designations, and proposed installations,
as same are added, or planned to be added, to the jurisdictions of MEMBERS.
2. Any information which it may hereafter acquire from PG&E relative to the
maintenance of street lighting within the jurisdictions of MEMBERS, or relevant to this Agreement,
or to the performance by REPUBLIC of its obligations under this Agreement.
3. Promptly transmit to REPUBLIC any information received by JPA relative
to inoperative Equipment the repair and maintenance of which is the obligation of REPUBLIC under
the terms of this Agreement.
5. REPUBLIC shall have no obligation to perform services nor provide materials except as
specifically set forth in this Agreement or in the applicable Schedule as to each MEMBER,
respectively. Without limiting the foregoing, it is acknowledged that the following items are excluded
from REPUBLIC'S obligations under this Agreement unless the applicable Schedule, as to each
MEMBER, respectively, specifically provides to the contrary.
A. Retrofitting of existing luminaires.
B. Installation of lamps and/or photocells and Equipment carrying over 600 Volts.
C. Replacement of deteriorated Equipment.
D. Correction by replacement or repair of equipment installed or previously modified
in a defective or unsatisfactory manner by a party other than REPUBLIC, including equipment
installations not in compliance with federal, state or local public body rules and regulations.
E. The obligation of REPUBLIC set forth in the applicable Schedule of this
Agreement for the repair or replacement of Equipment destroyed by vandalism, shall be limited to
two repairs and/or replacements per light location within each 12-month period.
6. Should any item to be performed by REPUBLIC under this Agreement or any
supplement, require the approval of PG&E, or any public authority, REPUBLIC'S obligation to
perform shall be subject to the obtaining of such approval or approvals of JP A.
7. REPUBLIC may, at the written request of MEMBERS, respectively, perform services
other than those set forth in this Agreement and in the Schedules hereto, respectively. Unless agreed
to the contrary, such services shall be predicated upon a time and material basis, observing
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REPUBLIC'S standard time and materials charges at the time of each such performance of services,
respectively.
8. The execution of this Agreement of JPA shall be deemed to constitute authorization to
REPUBLIC to perform additional services, e.g., those not required by this Agreement or the
applicable Schedules, in each instance where such additional services are required to complete the
repair of the outage or other problem and the charge to be made by REPUBLIC, predicated upon a
time and materials basis, observing its then standard time and material charges, will not exceed Three
Hundred Dollars ($300.00). This $300.00 figure shall be considered sufficient to cover the cost of
replacing a faulty cobra head fixture. Unless agreed to the contrary in writing, REPUBLIC shall
submit billings for additional services monthly, and amounts payable for additional services shall be
paid by lP A within 30 days after the receipt of each such billing respectively.
9. JP A may assign this Agreement to MEMBERS, respectively, as to Equipment situated
within the jurisdictions of MEMBERS, respectively. This Agreement may be assigned by
REPUBLIC as follows:
A. In full upon the prior written agreement of JP A Board of Directors who are such
at the date of such assignment.
B. As it applies to the jurisdiction of MEMBER upon the prior written consent of that
MEMBER from and after the time that this Agreement has been assigned (as to the jurisdiction of
that MEMBER) by JP A to that MEMBER.
10. Wade White, President of REPUBLIC, is not required to perform any of the services
required of REPUBLIC by the terms of this Agreement personally. However, JP A as to the
Agreement as a whole, and MEMBERS as to their respective participations in the terms of this
Agreement and as to their jurisdiction, respectively, shall have the right on 30 days notice to
REPUBLIC, to terminate this Agreement upon Wade White ceasing to serve as officer or the JPA's
contact person of REPUBLIC and to assign this Agreement to the contractor of JP A's choice.
11. All work performed by REPUBLIC under the terms of this Agreement shall be
accomplished in accordance with the attached standard drawings and specifications and Exhibit A.
12. Should REPUBLIC fail to perform an obligation under the terms of this Agreement
within the time provided herein, or in the applicable Schedule, as the case may be, the affected
MEMBER as
to such default and performance, may retain from the amount next payable by it under the terms
hereof, the sum of $5.00 per fixture, for each day that such failure to perform work continues,
provided however, that this Paragraph shall have no application to those situations where an extension
of time for performance is given to REPUBLIC by the Director of the Department of Public Works or
the appointed representative of MEMBER. PaYment of this amount does not relieve REPUBLIC
from any Tort Liability arising from lack of performance.
13. Should REPUBLIC default in the performance of its obligation under the terms of this
Agreement, and should such default not be corrected by REPUBLIC within 30 days after receiving
written notice thereof from JP A, this Agreement may be terminated by JP A without compensation to
REPUBLIC save and except for amounts due under the terms hereunder accrued and unpaid as of the
date of termination.
14. The Rate Schedules will stay in effect for the duration of this contract. REPUBLIC
reserves the right to increase the Rate Schedules at a percentage no greater than the percent increase
in the January to January San Francisco/Oakland Metropolitan Area Consumer Price Index as
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released by the United States Department of Labor on a yearly basis with a maximum inflation
increase of 5% per year. In the event the San Francisco/Oakland Inflation Index exceeds 5% for a
particular year and if REPUBLIC chooses to incorporate the higher inflation rate into the Rate
Schedules, the JP A will have the option to reopen this Agreement and negotiate with REPUBLIC for
the remainder of the Agreement. If REPUBLIC chooses to incorporate an inflation increase of 5% or
equal to that of the San Francisco/Oakland Inflation Index when under 5%, JP A has no option to
reopen this Agreement for negotiations. Any increase will be effective the following July 1.
REPUBLIC shall send a notice to each MEMBER by March 15th indicating the increase amount.
15. This Agreement shall be effective from and after July 1, 2004, and shall terminate on
December 31, 2010. This Agreement may be extended, under the existing terms and conditions for
an additional four years upon mutual agreement of JP A (or MEMBERS individually after the time
that this Agreement has been assigned by JP A to MEMBERS) and REPUBLIC.
16. If any party to this agreement resorts to legal action to enforce any provision of this
Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs in
addition to any other relief to which it is entitled.
17. This Agreement contains the entire agreement of the parties with respect to the subject
matter of this Agreement. All previous agreements merge into this Agreement. Any prior
agreements, promises or negotiations not expressly set forth in this contract are of no force or effect.
Any modifications to the Agreement shall be in writing.
EXECUTED the day and year first hereinabove set forth to be effective and hereinabove
recited.
MARIN STREET LIGHT ACQUISITION
JOINT POWERS AUTHORITY
/
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REPUBLIC ELECTRIC
. . . / / ,'i
By
By
Chairman of lP A
President
1JavzLJ;jf~
By
Attorney for JP A
MASTER RATE SCHEDULE
7/1/04 through 6/30105
Rate schedules apply to maintenance on streetlight systems owned by public
agencies. Two classes of service are available on a per lamp per month basis.
See individual schedules for details.
92 N/A $ 5.03
189 N/A $ 5.24
295 N/A $ 5.18
405 N/A $ 5.40
620 N/A $ 5.52
100 $ 1.32 $ 2.35
175 $ 1.32 $ 2.38
250 $ 1.32 $ 2.51
400 $ 1.32 $ 2.57
1000 $ 1.32 $ 3.28
70 $ 1.32 $ 2.55
100 $ 1.32 $ 2.60
150 $ 1.32 $ 2.65
200 $ 1.32 $ 2.65
250 $ 1.32 $ 2.67
310 $ 1.32 $ 2.78
400 $ 1.32 $ 3.15
70 $ 1.32 $ 2.60
100 $ 1.32 $ 2.61
150 $ 1.32 $ 2.65
200 $ 1.32 $ 2.91
250 $ 1.32 $ 3.21
310 $ 1.32 $ 3.21
400 $ 1.32 $ 3.15
7/1/2004