Resolution No. 78751
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RESOLUTION NO. 7875
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MAINTENANCE AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND THOMASON MECHANICAL CORPORATION
WHEREAS, the City of Vernon ("Vernon") owns and operates an
electric generation and distribution system for use by its inhabitants;
and
WHEREAS, Vernon's Utilities Department operates several
diesel units at various times throughout the year; and
WHEREAS, Vernon is in the process of developing a Combined
Cycle Power Plant to increase its electric generation capacity in
order to meet the City's increased energy needs; and
WHEREAS, due to the anticipated high demand on the diesel
units and to assure the reliable and continuous operation of the
diesel units, Vernon's Utilities Department needs the services of a
vendor to perform maintenance and emergency services on an as -needed
basis; and
WHEREAS, Thomason Mechanical Corporation ("Thomason") has
provided services to Vernon in the past relating to the diesel and gas
turbine units and has provided a rate schedule that would allow the
maintenance of the diesel units throughout the year at an annual cost
not to exceed Seventy Thousand Dollars and No Cents ($70,000.00); and
WHEREAS, the Utilities Department has advised that the rate
schedule from Thomason is reasonable; and
WHEREAS, as a result of Thomason's past services to Vernon,
it should be able to provide the maintenance and emergency services
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now required by the City in a more efficient and effective manner; and
WHEREAS, on November 27, 2001, the Finance Committee
recommended that the City Council approve the recommendation of Bruce
V. Malkenhorst, Director of Finance, dated November 20, 2001, that an
agreement be approved and executed to retain the services of Thomason
to provide maintenance and emergency services on an as -needed basis at
an annual cost not to exceed Seventy Thousand Dollars and No Cents
($70,000.00); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of Subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Thomason for maintenance and
emergency services on the diesel units on an as -needed basis.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Maintenance Agreement with Thomason, a copy of which is
attached hereto as Exhibit "A" and made a part hereof
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
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Thomason Mechanical Corporation
Attn: Ed Davis, Jr., Engine Division Manager
19002 S. Santa Fe Avenue
Rancho Dominguez, CA 90221
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 28th day of November, 2001.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
(LEONIS C. MAL URG, M9yor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7875, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
November 28, 2001, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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MAINTENANCE AGREEMENT
3 THIS AGREEMENT is made, entered into and executed in
4 duplicate originals, either copy of which may be considered and used as
5 the original hereof for all purposes, as of this 2,S_day of November,
6 2001, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN THE CITY OF VERNON (hereinafter
referred to as the "City")
8 4305 Santa Fe Avenue
Vernon, CA 90058
9
AND THOMASON MECHANICAL CORPORATION
10 (hereinafter referred to as
"TMC")
11 19002 South Santa Fe Avenue
Rancho Dominguez, CA 90221
12
RECITALS
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14 WHEREAS, the City's Utilities Department operates several
15 diesel units at various times throughout the year, depending upon the
16 demand for power in the City; and
17 WHEREAS, daily maintenance of the diesel units is required
18 in order to assure safe operation when they are needed by the City;
19 11 and
2011 WHEREAS, the City's Utilities Department requires the
21 services of a vendor to perform maintenance and emergency services on
22 an as -needed -basis; and
23 WHEREAS, TMC has serviced the diesel units in the past and
24 has provided a list of Employee Rates that the Utilities Department
25 believes is reasonable and that would allow for the maintenance of the
26 diesel units throughout the year at a cost not to exceed $70,000; and
27 WHEREAS, TMC has represented to the City that it is
28 qualified to perform such maintenance services and that it will have
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1 personnel able to respond to such maintenance needs or emergencies on
2 an as -needed -basis; and
3 WHEREAS, the City desires to engage the services of TMC for
4 maintenance and emergency services relating to the diesel units.
5 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
6 FORTH HEREIN:
7 1. SCOPE OF SERVICES.
8 TMC shall perform the maintenance services on the diesel
9 units on an as -needed basis. Such services shall be performed at a
10 schedule to be established by the Utilities Department.
11 2. TIME OF PERFORMANCE.
12 TMC's offer of services, at the rates proposed. herein, shall
13 commence on upon the full execution of this Agreement and shall
14 continue for one year from the date of execution, unless the Agreement
15 is otherwise terminated.
16 3. COMPENSATION.
17 A. Services. The City will compensate TMC for
18 actual effort expended on a time and materials basis in accordance with
19 the Employee Rates set forth as Exhibit "A" which is attached hereto
20 and incorporated herein by reference. Such rates shall be guaranteed
21 until June 30, 2002. TMC may adjust its rates after June 30, 2002, but
22 must give the City advance notice of its intent to raise its rates at
23 least 30 days before the effective date of such increase. The amount to
24 be incurred for the services provided by TMC under this Agreement shall
25 not exceed $70,000, unless this Agreement is amended or a Change Order
26 agreed to by the parties.
27 B. Expenses. Expenses, other than for equipment
28 jused on a specific job, may only be billed if given advance written
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1 approval by the City Administrator.
2 4. METHOD OF PAYMENT.
3 TMC shall submit within thirty (30) days after the last day
4 of any month in which services have been performed or costs incurred
5 hereunder an invoice to the City. Invoices shall contain an
6 itemization of services rendered, the names, labor classifications, the
7 hours worked for each workers on a specific job, the equipment used and
8 the number of hours the equipment was used, other directly related job
9 expenses and subcontract charges incurred by TMC and for which
10 compensation is due. TMC shall be responsible for paying any
11 subcontractors used in the performance of this Agreement.
12 Subcontractors shall not bill the City directly.
13 Payment of the invoice shall be made after acceptance and
14 approval by the City within thirty (30) days of receipt. The City's
15 approval of the invoice shall not be unreasonably withheld.
16 1 5. CHANGES AND EXTRA SERVICES.
17 The City reserves the right to request changes in the
18 services to be performed by TMC. All such changes shall be
19 incorporated in written change orders executed by the City and TMC
20 which shall specify the changes ordered and the adjustment of
21 compensation and completion time required thereof.
22 Any services added to the scope of this Agreement by a change
23 order shall be executed under all applicable conditions of this
24 Agreement. No claim for additional compensation or extension of time
25 shall be recognized unless contained in a duly executed change order.
26 6. TERMINATION. This Agreement may be terminated by the
27 City without cause on ten (10) days written notice to TMC. In the
28 event of such termination by the City, TMC shall be entitled to only
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1 the compensation earned by it prior to the date of the termination
2 notice, plus compensation for necessary work performed during the ten
3 (10) day notice period and authorized in the termination notice.
4 7. NOTICES. Notices to the parties, unless otherwise
5 requested in writing, shall be sent to:
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City: THE CITY OF VERNON
7 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
8 4305 SANTA FE AVENUE
9 VERNON, CA 90058-0805
10 TMC: THOMASON MECHANICAL CORPORATION
ATTN: ED DAVIS, JR.
11 ENGINE DIVISION MANAGER
19002 SOUTH SANTA FE AVENUE
12 RANCHO DOMINGUEZ, CA 90221
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14 8. CONFIDENTIAL INFORMATION.
15 A. Access to Confidential Information. The City may
16 provide TMC with, or allow TMC access to, certain information not
17 available to the public concerning the City, or businesses located in
18 the City. The information may include company information, taxes,
19 sales, value of assets, or other such information. All such information
20 shall be known as "Confidential Information."
21
B. No Disclosure. Except as expressly permitted, TMC
22 shall not disclose, permit the disclosure of, release, disseminate, or
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transfer, whether orally or by any other means, any part of such
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Confidential Information to any other person or entity, whether
25 corporate, governmental, or individual, without the express prior
26 written consent of an authorized representative of the City. TMC shall
27 return any written Confidential Information and all copies made of such
28 items to the City upon the City's written request, but in any event not
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1 dater than the date that TMC has performed all services to be performed
2 pursuant to this Agreement. TMC hereby agrees that such Confidential
3 Information and any documents provided may be used by TMC only as
4 authorized by the City. TMC shall take reasonable measures to avoid
5 any disclosure of any such Confidential Information to any unauthorized
6 person.
7 C. Court Ordered Disclosure. TMC shall immediately
8 notify the City of any court order or subpoena requiring disclosure of
9 Confidential Information, and shall cooperate with legal counsel in the
10 appeal or challenge of any such order or subpoena. Recipient may only
11 disclose Confidential Information required to be disclosed pursuant to
12 court order or subpoena after legal counsel has exhausted any lawful
13 and timely appeal or challenge.
14 D. Remedies. In addition to any other remedies that
15 it may have at law or in equity, the City shall be entitled to a
16 temporary and permanent injunction by a court of competent jurisdiction
17 against any breach or threatened breach of the Confidential Information
18 provisions of this Agreement. TMC acknowledges that in case of such
19 breach or threatened breach of said provisions, the City would have no
20 adequate remedy at law.
21 9. GENERAL PROVISIONS.
22 A. Independent Contractor. At all times during the
23 term of this Agreement, TMC shall be an independent contractor and
24 shall not be an employee of the City. The City shall have the right to
25 control TMC only insofar as the results of TMC's services rendered
26 pursuant to this Agreement; however, the City shall not have the right
27 to control the means by which TMC accomplishes services rendered
28 pursuant to the Agreement except to the extent that such services
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1 involve the use of City property or Confidential Information.
2 B. TMC Not Agent. Except as the City may specify in
3 writing, TMC shall have no authority, express or implied, to act on
4 behalf of the City in any capacity whatsoever as an agent. TMC shall
5 have no authority, expressed or implied, pursuant to this Agreement to
6 bind the City to any obligation whatsoever.
7 C. Indemnification. TMC shall indemnify, defend,
8 protect and hold the City and its officers, agents and employees, free
9 and harmless from and against any and all claims, demands, losses,
10 damages, liabilities, fines, charges, penalties, orders, judgments and
11 all costs and expenses incurred in connection therewith, including
12 reasonable attorney's fees and costs of defense arising out of the
13 negligent services performed under this Agreement, except to the extent
14 arising from or caused by the negligence or willful misconduct of the
15 City, its officers, agents or employees.
16 D. Insurance. Prior to commencing work hereunder,
17 TMC shall provide the City with proof of insurance providing and
18 maintaining the coverages and endorsements set forth in the Insurance
19 Schedule attached hereto as Exhibit "B" and made a part hereof by
20 reference. Said proof of insurance shall also provide that said policy
21 or policies shall not be canceled or materially reduced in coverage
22 without giving at least thirty (30) days prior written notice to the
23 City. TMC shall not permit a subcontractor or vendor to perform work
24 on City premises unless and until a certificate of insurance is
25 obtained showing that such subcontractor or vendor has
26 worker's compensation coverage.
27 If TMC employs subcontractors as part of the services
28 rendered, TMC's protective coverage is required. TMC may include all
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1 subcontractors as insureds under its own policy or shall furnish
2 separate insurance for each subcontractor, meeting the requirements set
3 forth herein.
4 E. Governing Law. The validity, interpretation and
5 performance of this Agreement shall be controlled and construed under
6 the laws of the State of California.
7 F. Assignment and Subcontracting Prohibited. No
8 party to this Agreement may assign or subcontract any right or
9 obligation pursuant to this Agreement except with the express written
10 consent of the other party. Any other attempted or purported
11 assignment of any right or obligation pursuant to this Agreement shall
12 be void and of no effect.
13 G. Amendments. This Agreement may be modified or
14 amended only by a written document executed by both TMC and the City
15 and approved as to form by the City Attorney.
16 H. Entire Agreement. This Agreement is the entire
17 agreement of the parties. TMC represents that in entering into this
18 Agreement, it has not relied on any previous representations or
19 understandings of any kind or nature.
20 I. Benefit of Agreement. This Agreement shall bind
21 and benefit the parties hereto and their heirs, successors, and
22 permitted assigns.
23 J. Forum Selection. Any action brought relating to
24 this Agreement shall be brought and held exclusively in a State Court
25 in the County of Los Angeles, California.
26 K. Recitals. All recitals are incorporated by
27 reference.
28 L. Waiver. Any waiver at any time by either party of
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.ts rights with respect to a default under this Agreement, or with
-espect to any other matters arising in connection with this Agreement,
>hall not be deemed a waiver with respect to subsequent default or
)ther matter.
M. Force Maieure. Neither Party shall be considered
in to be in default in any of its obligations under this Contract when
a failure of performance shall be due to an uncontrollable force. The
term "uncontrollable force" shall mean any cause beyond the control of
the party affected, including, but not restricted to, flood,
earthquake, storm, fire, lightening, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor material shortage,
sabotage, federal, state, or municipal action, statute, ordinance, or
regulation, embargoes of the United States Government or any other
government, which by exercise of due diligence such party could not
reasonably have been expected to avoid and by exercise of due diligence
has been unable to overcome. Either party rendered unable to fulfill
any of its obligations under this Agreement by reason of an
uncontrollable force, shall give written notice within five (5)
Business Days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
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IN K TNESS WHEREOF, the parties have caused this Agreement to
be executed by and through their authorized officers or, the date, month
and year first written above.
BRUCE V. MAGI{ENHCRST, City Clerk
APPROVED AS TO FORM:
IEDUARDO OLIVO, City Attorney
CITY OF' VERNON
By:
LEONIS C. MALBURS, Mayor T
THOMASON MEC14PNICAL CORP.
By: �=
T i t to
Title: ��
EXHIBIT
A
Nov-20-01.'03:03P
TMC
s
13106398217
P•C!1
= =
THOMASON
Corporate Office:
1140. CaRfonlla Office-
Texas Office:
r ��'��►
MECHANICAL
19002 S. Santa Fe Avenue 4050 Pike lane, Suite A
3444 E. Pasadena Frwy.
Rancho Dominguez. CA 90221
Concord, CA 94520
Pasadena, Tx 77503
"
CORPORATION
Tel: (310) 639-3523
Tel: (925) 687-5576
Tel: (713) 472-3444
Fax: (310) 639-8217
Fax: (925) 687-2439
Fax: (713) 472-8428
SOUTHERN CALIFORNIA MAINTENANCE SCHEDULE
WAGE AND RATE SCHEDULE
Hourly Rates
Project Manager
Millwright General'Foreman
Working Foreman
Certified Welder/
Qualified Crane Operators
" Journeyman
Apprentice 8th Period
of 7th "
" 6th
n " 5th "
" 4th "
3rd ee
2nd
1st "
Machine Shop
EFFECTIVE:
SEPTEMBER 1,2001
EXPIRATION:
AUGUST 31, 2002
Straight Time
Overtime
Doubletime
64.00
85.00
106.00
62.00"
83.00
103.00
59.00
78.06
97.00
56.00
76.00
95.00
54.50
71.50
88.50
51.00
66.00
82.00
47.00
61.00
74.00
45.00
58.00
71.00
43.00
55.00
67.00
42.00
53.00,
64.00
36.00
46.00
56.00
31.00
39.00
48.0.0
27.00
34.00
41.00
53.00
64.00
75.00
THESE RATES INCLUDE WAGES, BENEFITS, PAYROLL TAXES, WORKERS' COMPENSATION, OVERHEAD, ALL
TOOLS EXCEPT SPECIAL TOOLS AND EQUIPMENT, PRODUCT LIABILITY, GENERAL AUTOMOTIVE LIABILITY
AND ALL OTHER REQUIRED INSURANCES, PERMITS AND TAXES. THIS DOES NOT INCLUDE STATE SALES
OR USE TAXES.
APPRENTICES MAY SE USED ON ANY CREW CONSISTING OF AT LEAST THREE MEN SUBJECT TO THEIR
QUALIFICATIONS AND AVAILABILITY. CRANE OPERATORS AND WELDERS ARE SUBJECT TO
AVAILABILITY.
AN ADDITIONAL SEVEN DOLLARS ($7.00) PER HOUR SHALL BE ADDED TO THE GENERAL FOREMAN'S AND
FIELD FOREMEN'S RATE. TO COVER THE COST OF TRUCK, MAINTENANCE AND FUEL.
AN ADDITIONAL FIFTY CENTS ($.50) PER HOUR SHALL BE ADDED TO THE HOURLY RATES ON ALL JOBS
WHERE NOMEX SUITS ARE REQUIRED.
OVERTIME SHALL BE CHARGED FOR ALL WORK OVER EIGHT (8) HOURS A DAY AND FOR ALL WORK
PERFORMED ON SATURDAYS.
DOUBLE TIME SHALL BE CHARGED FOR ALL WORK PERFORMED ON SUNDAYS CR THE FOLLOWING
DESIGNATED HOLIDAYS: NEW YEARS DAY, MEMORIAL DAY, INDEPENDENCE DAY, LABOR DAY, VETERANS
DAY, THANKSGIVING DAB, THE DAY AFTER THANKSGIVING DAY AND CHRISTMAS DAY.
SUBSISTENCE AT THIRTY-TWO DOLLARS AND FIFTY CENTS ($32.50) PER DAY PER MAN SHALL BE
CHARGED FOR JOBS THAT ARE BEYOND 60 MILES FROM THE LOS ANGELES CITY HALL OR THE SAN
BERNARDINO CITY HALL. LODGING FOR SUPERVISION WILL BE CHARGED AT THE ACTUAL COSTS
INCURRED.
THERE SHALL BE A MINIMUM FOUR-HOUR CHARGE PER MAN FOR SHOW -UP TIME AT THE APPLICABLE
RATE. STANDARD WCRK SHIFT IS 7:00 A.M. - 4:00 P.M. ALL HOURS WORKED OUTSIDE THIS TIME
FRAME WILL BE CHARGED AT THE OVERTIME RATE UNLESS AN APPROVED ALTERNATE WORK SCHEDULE HAS
BEEN ESTABLrs HED 24 HOURS IN ADVANCE.
ALL ADDITIONAL MATERIALS, RENTALS, FREIGHT AND 3RD-PARTY 'SUBCONTRACTORS SHALL HAVE A
FIFTEEN -.PERCENT (151; HANDLING CHARGE.
TERMS: NET 30 DAYS
EXHIBIT
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EXHIBIT B
INSURANCE SCHEDULE (THOMASON MECHANICAL CORP.)
TMC shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
I Coverage and Limits
Bodily Injury Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non Owned Automobiles $ 500,000 $1,000,000 $ 50 ,000
Workers' Compensation $--Statutory
Employers' Liability $1,000,000 per employer
II. General and Professional Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contract Liability
_$1,000,000
$2,000,000
$1,000.000
Professional Liability
$2 000 000
$2 000 000
$2.000.000
a. The general liability policy shall contain the following special endorsements, which shall be noted on
attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds u
the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. Only certification of the following_ proofs will be
acce Led:
X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT
SUPPORTING
DOCUMENTS
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t001 SUN 09 : 08 PI1 OL I VU & PLASCENC I A FAX N0. 582 869 1883 P. 02
MAINTENANCE AGREEMENT
THIS AGREEMENT is made, entered into and executed in
duplicate originals, either copy of which may be considered and used
day of
as the original, hereof for all, purposes, as of this __
November, 2001, in the City of Vernon, County of Los Angeles,
California
14Y AND 13ETWE8N THE CITY OF VERNON
(hereinafter referred to as
the "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND THOMA.SON, MECFIANICAL
CORPORATION (hereinafter
referred to as "TMC")
19002 S. Santa Fe Avenue
Rancho Dominguez, CA 90221
RECITALS
WHEREAS, the City,s Utilities Department operates several
diesel units at various times throughout the year, depending upon the
demand for power in the City; and
WHEREAS, daily maintenance of the diesel units is required in
order to assure safe operation when they are needed by the City; and
WIIEREAS, the City,s Utilities Department requires the
services of a vendor to perform maintenance and emergency services on
an as -needed -basis; and
WIIEREAS, TMC has serviced the diesel units in the past and.
has provided a lipt of Employee Rates that the utilities Department
believes is reasonable and that would allow for the maintenance of the
diesel units throughout the year at a cost not to exceed $70,000; and
WHEREAS, TMC has represented to the City that it is qualified
NOV-18-2001 SUN 09:09 PIS OLIVO & PLASCENCIA FAX NO. 562 869 1883 P. 03
to perform such maintenance services and that it will have personnel
able to respond to such maintenance needs or emergencies on an as -
needed -basis; and
WHEREAS, tho City desires to engage the services of TMC for
maintenance and emergency services relating to the diesel units.
NOW, THERRYORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SCOPE OF SERVICES.
TMC shall perform the: maintenance services on the diesel
unito on an as -needed basis. Such services shall be performed at a
:schedule to be established by the Utilities Department. (Manny - Any
particular schedule or response time that needs to be addressed?)
2. TIME OF PERFORMANCE.
TMC's offer, of services, at the rates proposed herein, shall
commence on upon the full execution of this Agreement and shall
continue for one year from the date of execution, unless the Agreement
is otherwise terminated,
3. COMPENSATION.
A. Services. The City will compensate TMC for
actual effort; expended can a time and materials basis in accordance
with the: 12triployce Rates set forth as Exhibit "Al. which i.s attached
hereto and incorporated herein by reference. Such rates shall be
guaranteed until June 30, 2002. TMC: may adjust its rates after. June
30, 2002, but must give the City advance notice of its intent to raise
its rates at least 30 days before the effective date of such increase.
The amount to be incurred for the services provided by TMC under this
.Agreement shall not exceed $70,000, unless this Agreement is amended
or a Change Order agreed to by the parties.
NOV-18-2001 SUN 09:09 PM OLIVQ & PLASCENCIA FAX NO. 562 869 1883 P. 04
B. Expenses. Expenses, other than for equipment
used on a specific job, may only be billed if given advance written
approval, by the City Administrator,
4. METHOD OF PAYMSNT.
TMC shall submit within thirty (30) days after the last day
of any month in which services have been performed or costs incurred
hcreunder an invoice to the City. Invoices shall contain an
il:Emization of services rendered, the names, labor classifications,
the hours worked for each workers on a specific job, the equipment
used and the number of hours the Equipment was used, other directly
related job expenses and subcontract charges incurred by TMC and for
which compensation is due. TMC shall be responsible for paying any
subcontractors used in the performance of this Agreement:.
Subcontractors shall not bill the City directly.
Payment of the invoice shall be made after acceptance and
approval by the City within thirty (3o) days of receipt. The City's
approval of the invoice shall not be unreasonably withheld.
5. CHANCES AND EXTRA SERVICES.
Tho City reserves the right to request changes in the
services to be performed by TMC. All such changes shall be
incorporated in written change orders executed by the City and TMC
which shall specify the changes ordered and the adjustment of
compensation and completion time required thereof.
Any services added to the scope of this Agreement by a change
order shall be executed under all applicable conditions of this
Agreement. No claim for additional compensation or extension of time
shall be recognized unless contained in a duly executed change order.
6. TERMINATION. This Agreement may be terminated by the
City wi.thout cause on ten (10) days written notice to TMC. In the
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NOV-18-2001 SUN 09:09 PM OLIVO & PLASCENCIA FAX NO, 562 869 1883 P. 05
J
event of such termination by the City, TMC shall be entitled to only
the compensation earned by it prior to the date of the termination
notice:, plus compensation for necessary work performed during the ten
(10) day notice period and authorized in the termination notice.
7. NOTICES. Notices to the parties, unless otherwise
requested in writing, shall be sent: to:
City: THE CITY OF VERNON
ATTN.- BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VEltNON, CA 90058-0805
TMC: THOMASON MECHANICAL CORPORATION
ATTN.- ??????
19002 S. Santa Fe Avenue
RANCHO DOMINGUEZ, CA 90223.
S. CONFIDENTIAL INFORMATION.
A. Access to Confidential Information. The City may
provide TMC with, or allow TMC access to, certain information not
available to the public concerning the City, or businesses located in
the City. The information may include company information, taxes,
sales, value of assets, or other such information. All such
information shall be known as "Confidential information."
B. No Disclosure. Except as expressly permitted,
TMC shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any
part of. such Confidential Information to any other person or entity,
whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of the City.
TMC shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in
any event not later than the date that TMC hae performed all services
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NOV-18-2001 SUN 09:09 PM OLIV4 & PLASCENCIA FAX NO. 562 869 1883 P. 06
to be performed pursuant to this Agreement. TMC hereby agrees that
such Confidential Information and any documents provided may be used
by TMC only as authorized by the City. TMC shall take reasonable
measures to avoid any disclosure of any such Confidential Information
to any unauthorized person.
C. Court ordered Disclosure. TMC shall immediately
notify the City of any court order or subpoena requiring disclosure of
Confidential Information, and shall cooperate with legal counsel in
the appeal or challenge of any such order or subpoena. Recipient may
only disclose Confidential Information required to be disclosed
pursuant to court order or subpoena after legal counsel has exhausted
any lawful and timely appeal or challenge.
D. Remedies. in addition to any other remedies that
it; may have at law or in equity, the City shall be entitled to a
temporary and permanent: injunction by a court of competent
jurisdiction against any breach or threatened breach of the
Confidential Information provisions of this Agreement. TMC
acknowledges that: in cage of such breach or threatened breach of said
provisions, the City would have no adequate remedy at law.
9. GENERAL PROVISIONS.
A. Independent Contractor. At all times during the
term of this Agreement, TMC shall be an independent contractor and
shall not be an employee of the City. The City shall have the right
to control TMC only insofar as the results of TMC's services rendered
pursuant to this Agreement; however, the City shall not have the right
to control the means by which TMC accomplishes services rendered
purtsuatit to the Agreement except to the extent that such services
involve the use of City property or Confidential Information.
B. TMC Not Agent. Except as tree City may specify
NOV-18-2001 SUN 09:10 PM OLIVO & PLASCPNCIA FAX NO. 562.869 1883 P. 07
in writing, TMC shall have no authority, express or implied, to act on
behalf of the City in any capacity whatsoever as an agent. TMC shall
have no authority, expressed or implied, pursuant to this Agreement to
bind the City to any obligation whatsoever.
C. Indemnification. TMC shall indemnify, defend,
protect and hold the City and its officers, agents and employees, free
and harmless from and against any and all claims, demands, losses,
damagea, liabilities, fines, charges, penalties, orders, judgments and
all costs and expenses incurred in connection therewith, including
reasonable attorneys fees and costs of defense arising out of the
negligent services performed under this Agreement, except to the
extent arising from or caused by the negligence or willful misconduct
of the City, its officers, agents or employees.
D. Insurance. Prior to commencing work hereunder,
TMC shall provide the City with proof of insurance providing and
maintaining the coverages and endorsements set forth in the Insurance
Schedule attached hereto as Exhibit "B" and made a part hereof by
reference. Said proof of insurance shall also provide that said
policy or policies shall not be canceled or materially reduced in
coverage without giving at least thirty (30) days prior written notice
to the City. TMC shall not permit a subcontractor or vendor to
perform work on City promises unless and until a certificate of
insurance is obtained showing that such subcontractor or vendor has
worker's compensation coverage.
if TMC employs subcontractors as part of the services
rendered, TMC's protective coverage is required. TMC may include all
subcontractors as insureds under its own policy or shall furnish
separate insurance for each subcontractor, meeting the requirements
set forth Herein.
6
NOV-18-2001 SUN 09:10 PM OLIVO.& PLASCENCIA FAX NO. 562 869 1883
m
E. Governing Law. The validity, interpretation and
performance of this Agreement shall be controlled and construed under
the laws of the State of California.
F. Assiqnment and Subcontract-inq Prohibited. No
party to this Agreement may assign or subcontract any right or
obligation pursuant to this Agreement except with the express written
consent of the other party. Any other attempted or purported
assignment of any right or obligation pursuant to this Agreement shall
he void and of no effect.
G. Amendments. This Agreement may be modified or
amended only by a written document executed by both TMC and the City
and approved as to form by the City Attorney,
I1. Entire Agreement. This Agreement is the entire
agreement of the parties. TMC represents that in entering into this
Agreement, it has not relied on any previous representations or
understandings of any kind or nature.
1. Benefit -of Agreement. This Agreement shall bind
and benefit the parties hereto.and their heirs, successors, and
permitted assigns.
j. Forum Selection. Any action brought relating to
this Agreement shall be brought and held exclusively in a State Court
in the County of Los Angeles, California.
K. Recitals. All recitals are incorporated by
reference.
L. Waiver. Any waiver at any time by either party
of its rightn with respect to a default under this Agreement, or with
respect to any other matters arising in connection with this
Agreement, shall not be deemed a waiver with respect: Lo subsequent
default or other matter.
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NOV-18-2001 SUN 09:10 Pry OLIVO & PLASCENCIA FAX NO. 562 869 1883 P. 09
M. Force Ma7eure. Neither Party shall be considered
in to be in default in any of its obligations under this Contract when
a failure of performance shall be due to an uncontrollable force. The
term "uncontrollable force" shall mean any cause beyond the control of
the party affected, including, but not restricted to, flood,
earthquake, storm, fire, lightening, epidemic, war, riot, cavil
disturbance or disobedience, labor dispute, labor material shortage,
sabotage, :federal, state, or municipal action, statute, ordinance, or
regulation, embargoes of the United States Government or any other
government, which by exercise of due diligence such party could not
reasonably have been expected to avoid and by exercise of due
diligence has been unable to overcome. Rither party rendered unable
to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force, shall give written notice within five (5)
Business Days of such fact to the other party and shall exercise due
diligence to remove such inability with all reasonable dispatch.
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NOV-18-2001 SUN 09:10 PM OLIVQ & PLASCENCIA FAX NO. 562 869 1883 P. 10
IN WITNESS WHFRROF, the parties have caused this Agreement to
be executed by and through their authorized officers on the date,
month and yoar first written above.
Nf .0- ST
ffRUCF;- V .- MAT�KFNHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayon
By:
Title:
By:
Title:
TIIOMASON MECHANICAL CORP.
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*4' VA 5 6 ----7
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0
NOV-18-2001 SUN 09:11 Pli OLIVO & PLASCENCIA FAX NO. 562 869
1883 P. 12
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CITY OF VERNON Utilities
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1'li"T RATES INCIA110.INIVAGES. RESEVI'M PA1'itO1.1.TAXES, WORKRFLV COMPENSATION- UYENNEAD,ALI.70U1 ;
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AN ADDITInSm. m n (T.V B 45.401 PI:K HOUR SIIALL 11E ADDED TQ 711F HOURLY RATeS (IN ALL JOYS WIFERL
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APrILICABLE RATC I7. RV NiMAg-, MURK THAN prn111 14011149.
.1u.1. %nDITIONA). itl VI CRIALS, RYNTAI.S. FRItJOH'P AND 3JU)-PARTY it:BCY)N'I*ACT% '*ii a.1, II:AVL A tIt7EEV
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EXHIBIT
NOV-18-2001 SUN W :11 PM OLIVO & PLASCENCIA FAX NO. 562 869 1883 P. 14
EXHIBIT B
INSURANCE SCHEDULE (THOMASON MECHANICAL CORP.)
TMC shall provide proof of i nsurance, including a standard certificate of insurance, in at least the
following aniounts and coverage; (combined single limit pennitted):
1, 'overage and Limits
Bodily Injurx Property Damage
l lazt1rds Each Person Each Accident Lkeh Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
llired Automobiles $ 500,000 $1,000,000 $ 500,000
,_Non�C)w�lcd Autoii�ot�ilcs_ $ 500,,000 $1,000,000 $ 500,000
Workers' C on unsit(ioh_ $_ Statutory. ---..—
Liability �impl� s'$ 1,000,000 per employer
1i. General and Professional Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
hlcvators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Produels - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contract Liability
!jL goQ'!Lt) .—$;g,t)00,.000
$1,000,000
Professional l.iabilitY
$2,000,000
$2,000,000
2,000=0
a, The general liability policy shall contain the following special endorsements, which shall be noted on
or attached to the standard certificate of insurance:
1, An endorsement naming tite City of Venton, its officers, and employees as additional insureds
under the policy,
2. An endorsement providing the City of Venlon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other, endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. Only certUleation of the following proofs will be
accepted:
3C _ For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
Statements in the stwidard certificate of insurance (attached thereto) are true and correct and that
the sigiintor is an officer authorized to so certify.
A copy of each policy certiGcd by an oMcer of the underwriter or carrier and notarized.
BXHIBIT B