HomeMy WebLinkAboutP-22-445 Quinn Company_.pdf CONTRACT NO. P-22-445
Quinn Company
October 4,2022
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated October 4th, 2022 and is between
3 Quinn Group, Inc., dba Quinn Company, a California corporation whose corporate address is
4 3500 Shepherd Street, City of Industry, CA 90601 ("Contractor"), and the County of Fresno, a
5 political subdivision of the State of California ("County").
6 Recitals
7 A. The County has two proprietary Caterpillar emergency generators at its Juvenile Justice
8 Campus (JJC);
9 B. The County has a need for a generator maintenance and repair program for these
10 proprietary Caterpillar emergency generators; and
11 C. Contractor desires to contract with County to provide generator maintenance and repair
12 services pursuant to the terms of this Agreement.
13 The parties therefore agree as follows:
14 Article 1
15 Contractor's Services
16 1.1 Scope of Services. The Contractor shall perform all of the services provided in
17 Exhibit A to this Agreement, titled "Scope of Services."
18 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
19 able to perform all of the services provided in this Agreement.
20 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
21 applicable federal, state, and local laws and regulations in the performance of its obligations
22 under this Agreement, including but not limited to workers compensation, labor, and
23 confidentiality laws and regulations.
24 1.4 No-Hostage Policy. The Contractor acknowledges that the JJC is a "no-hostage
25 facility". The Contractor shall ensure that its employees and any sub-contractors working in the
26 JJC, and associated facilities, agree to abide by County's rules for a no-hostage facility as set
27 forth in Exhibit E, attached hereto and incorporated herein by this reference. The County may
28 change these policies and procedures at any time, without any prior notice to the Contractor.
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October 4,2022
1 The Contractor shall plan and execute all work in such a manner as to prevent a breach of the
2 JJC detention facilities or any other County secured facility.
3 1.5 Prison Rape Elimination. The Contractor shall comply with all Prison Rape
4 Elimination (PREA)Act standards for juvenile correctional facilities. Training will be provided by
5 Probation, as necessary, at no charge to Contractor. The Contractor shall comply with all
6 Probation Department Policies and Procedures. In the event of a dispute involving County staff
7 and a Contractor's employee or subcontractor, the on-duty Facility Administrator will have the
8 final decision. INFORMATION ON THE PRISON RAPE ELIMINATION ACT CAN BE FOUND
9 HERE: iittp://www.prearesourcecenter.org/.
10 1.6 Prevailing Wage. In accordance with Labor Code section 1770, et seq., the Director
11 of the Department of Industrial Relations of the State of California has determined the general
12 prevailing wages rates and employer payments for health and welfare pension, vacation, travel
13 time and subsistence pay as provided for in Section 1773.1, apprenticeship or other training
14 programs authorized by Section 3093, and similar purposes applicable to the work to be done.
15 Information pertaining to applicable Prevailing Wage Rates may be found on the website for
16 the State of California— Department of Industrial Relations:
17 http://www.dir.ca.gov/oprl/PWD/index.htm. Information pertaining to applicable prevailing wage
18 rates for apprentices may be found on the website for the State of California— Department of
19 Industrial Relations: http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp.
20 It shall be mandatory upon the Contractor herein and upon any subcontractor to pay not less
21 than the prevailing wage rates, including overtime and holiday rates, to all workers, laborers, or
22 mechanics employed on this public work project, including those workers employed as
23 apprentices. Further, Contractor and each subcontractor shall comply with Labor Code sections
24 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned
25 prevailing wage rates shall be posted by the Contractor at the job site where it will be available
26 to any interested party.
27 Contractor shall comply with Labor Code section 1775 and forfeit as a penalty to the County
28 Two Hundred Dollars ($200.00)for each calendar day or portions thereof, for each worker paid
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
1 less than the prevailing wage rates for the work or craft in which the worker is employed for any
2 work done under this project by the Contractor or by any subcontractor under the Contractor in
3 violation of Labor Code section 1770, et seq. In addition to the penalty, the difference between
4 the prevailing wage rates and amount paid to each worker for each calendar day or portion
5 thereof for which each worker was paid less than the prevailing wage rate shall be paid to each
6 worker by the Contractor or subcontractor.
7 The Contractor and subcontractor shall keep an accurate record showing the names, address,
8 social security number, work classification, straight time and overtime hours worked each day
9 and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other
10 employee employed by him or her in connection with this public work project. In accordance
11 with Labor Code section 1776, each payroll record shall be certified and verified by a written
12 declaration under penalty of perjury stating that the information within the payroll record is true
13 and correct and that the Contractor or subcontractor complied with the requirements of Labor
14 Code sections 1771, 1811 and 1815 for any work performed by its employees on this public
15 work project. These records shall be open at all reasonable hours to inspection by the County,
16 its officers and agents, and to the representatives of the State of California— Department of
17 Industrial Relations, including but not limited to the Division of Labor Standards Enforcement.
18 Article 2
19 County's Responsibilities
20 2.1 The County shall provide inspection and acceptance of the work.
21 2.2 The County shall provide (1)"County Representative"to represent the County to
22 work with the Contractor in carrying out the Contractor's obligations under this Agreement. The
23 County Representative responsible will be the County's Facilities Services Division Manager or
24 his or her designee.
25 2.3 The County Representative will:
26 (A)Approve equipment shutdown schedules;
27 (B)Approve temporary equipment and material storage areas;
28 (C)Approve or disapprove of any use of non-standard equipment or materials;
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CONTRACT NO. P-22-445
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October 4,2022
1 (D)Approve work authorizations;
2 (E) Verify work completion; and
3 (F) Determine the appropriate emergency response and trouble call service
4 categorization (i.e., Level I, Level II or Level III).
5 Article 3
6 Compensation, Invoices, and Payments
7 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
8 the performance of its services under this Agreement as described in Exhibit B to this
9 Agreement, titled "Compensation."
10 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
11 under this Agreement is$67,880 in year one (1), $22,880 in year two (2), $22,880 in year three
12 (3), $46,592 in year four(4), and $22,880 in year five (5). The total maximum compensation for
13 the initial three-year term is $113,640 and for the total five-year term is $183,112. The
14 Contractor acknowledges that the County is a local government entity, and does so with notice
15 that the County's powers are limited by the California Constitution and by State law, and with
16 notice that the Contractor may receive compensation under this Agreement only for services
17 performed according to the terms of this Agreement and while this Agreement is in effect, and
18 subject to the maximum amount payable under this section. The Contractor further
19 acknowledges that County employees have no authority to pay the Contractor except as
20 expressly provided in this Agreement.
21 3.3 Invoices. The Contractor shall submit monthly invoices referencing the provided
22 agreement number to County of Fresno, ISD— Facility Services Division, 4590 E. Kings
23 Canyon, Fresno, CA 93702 and/or electronically to isdap-ar@fresnocountyca.gov. The
24 Contractor shall submit each invoice within 60 days after the month in which the Contractor
25 performs services and in any case within 60 days after the end of the term or termination of this
26 Agreement.
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October 4,2022
1 3.4 Payment. The County shall pay each correctly completed and timely submitted
2 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
3 address specified in the invoice.
4 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
5 expenses that are not specified as payable by the County under this Agreement.
6 Article 4
7 Term of Agreement
8 4.1 Term. This Agreement is effective on October 17, 2022 and terminates on October
9 16, 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and
10 Suspension," below.
11 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
12 year periods only upon written approval of both parties at least 30 days before the first day of
13 the next one-year extension period. The Director of Internal Services/Chief Information Officer
14 (ISD Director/CIO) or his or her designee is authorized to sign the written approval on behalf of
15 the County based on the Contractor's satisfactory performance. The extension of this
16 Agreement by the County is not a waiver or compromise of any default or breach of this
17 Agreement by the Contractor existing at the time of the extension whether or not known to the
18 County.
19 Article 5
20 Notices
21 5.1 Contact Information. The persons and their addresses having authority to give and
22 receive notices provided for or permitted under this Agreement include the following:
23
For the County:
24 Facility Services Manager
County of Fresno
25 4590 E. Kings Canyon Road
Fresno, CA 93702
26 ISDAP-AR@fresnocountyca.gov
Fax: (559)600-7739
27
For the Contractor:
28 Product Support Sales Representative
Quinn Company
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
1 10273 S. Golden State Blvd.
Selma, CA 93662
2 Craig.Richards@quinnpower.com
Fax: (559) 891-6704
3
5.2 Change of Contact Information. Either party may change the information in section
4
5.1 by giving notice as provided in section 5.3.
5
5.3 Method of Delivery. Each notice between the County and the Contractor provided
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for or permitted under this Agreement must be in writing, state that it is a notice provided under
7
this Agreement, and be delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
9
Document Format (PDF)document attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
13
recipient.
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(C) A notice delivered by an overnight commercial courier service is effective one
15
County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
17
the recipient.
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(D)A notice delivered by telephonic facsimile transmission or by PDF document
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attached to an email is effective when transmission to the recipient is completed (but, if
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such transmission is completed outside of County business hours, then such delivery is
21
deemed to be effective at the next beginning of a County business day), provided that
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the sender maintains a machine record of the completed transmission.
23
5.4 Claims Presentation. For all claims arising from or related to this Agreement,
24
nothing in this Agreement establishes, waives, or modifies any claims presentation
25
requirements or procedures provided by law, including the Government Claims Act(Division 3.6
26
of Title 1 of the Government Code, beginning with section 810).
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County may terminate this Agreement by giving at least 30 days advance written notice to the
24 Contractor.
25 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County.
27 6.5 County's Rights upon Termination. Upon termination for breach under this Article
28 6, the County may demand repayment by the Contractor of any monies disbursed to the
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
1 Contractor under this Agreement that, in the County's sole judgment, were not expended in
2 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
3 demand. This section survives the termination of this Agreement.
4 Article 7
5 Independent Contractor
6 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
7 agents, employees, and volunteers, is at all times acting and performing as an independent
8 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
9 venturer, partner, or associate of the County.
10 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
11 manner or method of the Contractor's performance under this Agreement, but the County may
12 verify that the Contractor is performing according to the terms of this Agreement.
13 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
14 right to employment rights or benefits available to County employees. The Contractor is solely
15 responsible for providing to its own employees all employee benefits required by law. The
16 Contractor shall save the County harmless from all matters relating to the payment of
17 Contractor's employees, including compliance with Social Security withholding and all related
18 regulations.
19 7.4 Services to Others. The parties acknowledge that, during the term of this
20 Agreement, the Contractor may provide services to others unrelated to the County.
21 Article 8
22 Indemnity and Defense
23 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
24 County (including its officers, agents, employees, and volunteers)against all claims, demands,
25 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
26 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
27 the performance or failure to perform by the Contractor(or any of its officers, agents,
28 subcontractors, or employees) under this Agreement. The County may conduct or participate in
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CONTRACT NO. P-22-445
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October 4,2022
1 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
2 defend the County. Contractor shall not be liable for remote damages, or damages that
3 Contractor could not reasonably have foreseen on entry into this Agreement.
4 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
5 Article 9
6 Insurance
7 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
8 Agreement.
9 Article 10
10 Inspections, Audits, and Public Records
11 10.1 Inspection of Documents. The Contractor shall make available to the County, and
12 the County may examine at any time during business hours and as often as the County deems
13 necessary, all of the Contractor's records and data with respect to the matters covered by this
14 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
15 request by the County, permit the County to audit and inspect all of such records and data to
16 ensure the Contractor's compliance with the terms of this Agreement.
17 10.2 State Audit Requirements. If the compensation to be paid by the County under this
18 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
19 California State Auditor, as provided in Government Code section 8546.7, for a period of three
20 years after final payment under this Agreement. This section survives the termination of this
21 Agreement.
22 10.3 Public Records. The County is not limited in any manner with respect to its public
23 disclosure of this Agreement or any record or data that the Contractor may provide to the
24 County. The County's public disclosure of this Agreement or any record or data that the
25 Contractor may provide to the County may include but is not limited to the following:
26 (A) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose this Agreement to the public or such governmental
28 agency.
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Quinn Company
October 4,2022
1 (B) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that the Contractor may provide to the County, unless such disclosure is prohibited
4 by court order.
5 (C)This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure under the Ralph M. Brown Act (California
7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
8 (D)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure as a public record under the California Public
10 Records Act(California Government Code, Title 1, Division 7, Chapter 3.5, beginning
11 with section 6250) ("CPRA").
12 (E) This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure as information concerning the conduct of the
14 people's business of the State of California under California Constitution, Article 1,
15 section 3, subdivision (b).
16 (F) Any marking of confidentiality or restricted access upon or otherwise made with
17 respect to any record or data that the Contractor may provide to the County shall be
18 disregarded and have no effect on the County's right or duty to disclose to the public or
19 governmental agency any such record or data.
20 10.4 Public Records Act Requests. If the County receives a written or oral request
21 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
22 and which the County has a right, under any provision of this Agreement or applicable law, to
23 possess or control, then the County may demand, in writing, that the Contractor deliver to the
24 County, for purposes of public disclosure, the requested records that may be in the possession
25 or control of the Contractor. Within five business days after the County's demand, the
26 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
27 possession or control, together with a written statement that the Contractor, after conducting a
28 diligent search, has produced all requested records that are in the Contractor's possession or
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October 4,2022
1 control, or(b) provide to the County a written statement that the Contractor, after conducting a
2 diligent search, does not possess or control any of the requested records. The Contractor shall
3 cooperate with the County with respect to any County demand for such records. If the
4 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
5 CPRA or other applicable law, it must deliver the record or data to the County and assert the
6 exemption by citation to specific legal authority within the written statement that it provides to
7 the County under this section. The Contractor's assertion of any exemption from disclosure is
8 not binding on the County, but the County will give at least 10 days' advance written notice to
9 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
10 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
11 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
12 failure to produce any such records, or failure to cooperate with the County with respect to any
13 County demand for any such records.
14 Article 11
15 Disclosure of Self-Dealing Transactions
16 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
17 or changes its status to operate as a corporation.
18 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
19 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
20 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement)and submitting it to
21 the County before commencing the transaction or immediately after.
22 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
23 a party and in which one or more of its directors, as an individual, has a material financial
24 interest.
25 Article 12
26 General Terms
27 12.1 Modification. Except as provided in Article 6, "Termination and Suspension,"this
28 Agreement may not be modified, and no waiver is effective, except by written agreement signed
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CONTRACT NO. P-22-445
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October 4,2022
1 by both parties. The Contractor acknowledges that County employees have no authority to
2 modify this Agreement except as expressly provided in this Agreement.
3 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
4 under this Agreement without the prior written consent of the other party.
5 12.3 Governing Law. The laws of the State of California govern all matters arising from
6 or related to this Agreement.
7 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
8 County, California. Contractor consents to California jurisdiction for actions arising from or
9 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
10 brought and maintained in Fresno County.
11 12.5 Construction. The final form of this Agreement is the result of the parties' combined
12 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
13 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
14 against either party.
15 12.6 Days. Unless otherwise specified, "days" means calendar days.
16 12.7 Headings. The headings and section titles in this Agreement are for convenience
17 only and are not part of this Agreement.
18 12.8 Severability. If anything in this Agreement is found by a court of competent
19 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
20 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
21 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
22 intent.
23 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
24 not unlawfully discriminate against any employee or applicant for employment, or recipient of
25 services, because of race, religious creed, color, national origin, ancestry, physical disability,
26 mental disability, medical condition, genetic information, marital status, sex, gender, gender
27 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
28 all applicable State of California and federal statutes and regulation.
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October 4,2022
1 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
2 of the Contractor under this Agreement on any one or more occasions is not a waiver of
3 performance of any continuing or other obligation of the Contractor and does not prohibit
4 enforcement by the County of any obligation on any other occasion.
5 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
6 between the Contractor and the County with respect to the subject matter of this Agreement,
7 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
8 publications, and understandings of any nature unless those things are expressly included in
9 this Agreement. If there is any inconsistency between the terms of this Agreement without its
10 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
11 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
12 exhibits.
13 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
14 create any rights or obligations for any person or entity except for the parties.
15 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
16 (A) The Contractor is duly authorized and empowered to sign and perform its
17 obligations under this Agreement.
18 (B) The individual signing this Agreement on behalf of the Contractor is duly
19 authorized to do so and his or her signature on this Agreement legally binds the
20 Contractor to the terms of this Agreement.
21 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
22 electronic signature as provided in this section.
23 (A) An "electronic signature" means any symbol or process intended by an individual
24 signing this Agreement to represent their signature, including but not limited to (1) a
25 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
26 electronically scanned and transmitted (for example by PDF document)version of an
27 original handwritten signature.
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October 4,2022
1 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
2 equivalent to a valid original handwritten signature of the person signing this Agreement
3 for all purposes, including but not limited to evidentiary proof in any administrative or
4 judicial proceeding, and (2) has the same force and effect as the valid original
5 handwritten signature of that person.
6 (C)The provisions of this section satisfy the requirements of Civil Code section
7 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3,
8 Part 2, Title 2.5, beginning with section 1633.1).
9 (D) Each party using a digital signature represents that it has undertaken and
10 satisfied the requirements of Government Code section 16.5, subdivision (a),
11 paragraphs (1)through (5), and agrees that each other party may rely upon that
12 representation.
13 (E) This Agreement is not conditioned upon the parties conducting the transactions
14 under it by electronic means and either party may sign this Agreement with an original
15 handwritten signature.
16 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
17 original, and all of which together constitute this Agreement.
18 [SIGNATURE PAGE FOLLOWS]
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October 4,2022
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Quinn Group, Inc., dba Quinn Company COUNTY OF FRESNO
3
4 Gary COrnUelle. Digitally signed by Gary Cornuelle
Date:2022.10.04 10:56:45-07'00'
5 Henry QLAan', Executive Vice President Gary Cornuelle, Purchasing Manager
6 10273 S. Golden State Blvd.
Selma, CA 93662
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For accounting use only:
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Org No.: 8935
11 Account No.: 7205
Fund No.: 1045
12 Subclass No.: 10000
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit A
1 Scope of Services
2 There are two (2) generators at the JJC that require service. These generators include
3 Caterpillar 3512B SN CMC01090 and Caterpillar 3512B SN CMC01091. All services described
4 below will be performed on both generators.
5 PM Level 2 Annual Service-Major w/Multi Point Inspection service will be performed by
6 the Contractor annually. This service includes:
7 • Comprehensive detailed inspection of units
8 • Check/adjust all fluid levels and pressures for correct operation
9 • Check and inspect air cleaner restriction gauge and air filter element
10 • Check primary source fuel tank for water with water finding paste
11 • Check day tank, fuel tank, and fuel line fittings for leaks
12 • Check cooling system hoses, caps, and clamps for brittleness, leaks, cracks, and
13 weakness
14 • Check voltages, charging rates, fluids, and specific gravities/ ICV's
15 • Engine cranking batteries will be tested under start up load for voltage drop
16 • Block heater elements and inlet/outlet t-stats are checked for proper output and
17 operation
18 • Engine fan drive and belts are inspected and adjusted for proper tension and
19 condition
20 • Check turbo charger rotation /end play if so equipped
21
• Check and document control panel instruments for proper operation and values
22
• Grease bearings, fan shafts, linkages, and equipment fittings as required
23
• Hot oil sample taken and submitted for analysis
24
• Test safety alarms and contacts
25
• Run unit under load for up to 15 minutes when authorized by site authority
26
• Submit report to County
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• Change crankcase oil, oil filter(s), fuel filter(s), water separator(s), and coolant
28
filter(s) as equipped *Air filters are an additional cost*
A-1
CONTRACT NO. P-22-445
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October 4,2022
Exhibit A
1
2 PM Load Bank Testing is performed once during the entire term of the Agreement,
3 during year one. This service consists of:
4 • Connect resistive load bank as applicable to generator
5 • Run test with requested load for 2 hours test duration
6 • Record readings and provide recommendations if needed
7 • Disconnect load bank from unit
8 • Return unit back to original mode of operation
9 • Submit report to County
10
11 PM Level 3 Cooling System Service is performed once during the entire term of the
12 Agreement, during year four. This service consists of:
13 . Drain, contain, and dispose of waste coolant
14 . Flush cooling system with fresh water
15 . Replace all coolant hoses and clamps (upgrade block heater hoses to steel
16 braided as recommended)
17 . Replace the radiator pressure cap(s)
18 . Replace the engine thermostat(s)and associated gasket(s)
19 • Replace the engine fan belt(s) and alternator drive belt(s)
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• Refill system with proper amount of glycol antifreeze and conditioners
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Rod and clean oil cooler or heat exchanger as equipped (if required)
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• Test run unit to operating temperature, under load when authorized by site
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personnel
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• Return unit back to original mode of operation
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• Submit report to County
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27
PM Battery Replacement service is performed once during the entire term of the
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Agreement, during year four. This service consists of:
A-2
CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit A
1 . Engine cranking batteries are removed and replaced
2 . Engine cranking batteries will be tested under start up load for voltage drop
3 • Used battery disposal is provided
4 . Test run unit without load
5 • Return unit back to original mode of operation
6 . Submit report to County
7
8 Emergency response services are defined as situations that may pose an immediate risk
9 to County employees, citizens, business processes, or property. They require urgent
10 intervention to prevent a worsening of the situation. Normal business hours are defined as
11 7:00am-4:30pm, Monday through Friday. Non-normal business hours are defined as any hours
12 outside of"normal business hours," and federal holidays.
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A-3
CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit B.
5 The following rates are for preventative maintenance for two (2) generators at the
6 Juvenile Justice Campus (JJC). These generators include Caterpillar 3512B SN CMC01090 and
7 Caterpillar 3512B SN CMC01091. The rates listed for each preventative maintenance service
8 below include preventative maintenance costs for both generators. The rates shall be fixed for
9 the entire term of the Agreement. County reserves the right to add or delete the frequency of
10 services on an as-needed basis during the term of the Agreement.
11 PREVENTATIVE MAINTENANCE RATES
PM Level 2—Annual Service $7,880
12 PM Load Bank (2 hours test duration)—Year 1 $45,000
13 PM 3 Cooling System Service—Year 4 $17,910
PM Battery Replacement—Year 4 $5,802
14
15 The following hourly rates are for emergency response services. The rates shall be fixed
16 for the entire term of the Agreement.
17 EMERGENCY RESPONSE RATES
18 Normal Business Hours Non-normal Business Hours
Shop Repair $150.00 per hour $225.00 per hour
19 Field Repair $175.00 per hour $262.50 per hour
*Travel costs and other incidental costs are included in the rates described above.
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
C-1
CONTRACT NO.P-22-445
Quinn Company
October 4,2022
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5)Authorized Signature
Signature: Date:
C-2
CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C) Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
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CONTRACT NO. P-22-445
Quinn Company
October 4,2022
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
D-2
CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit D
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
D-3
CONTRACT NO. P-22-445
Quinn Company
October 4,2022
Exhibit D
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-4