Resolution No. 80641
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RESOLUTION NO. 8064
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 LITTLEJOHN-REULAND CORPORATION
WHEREAS, the City of Vernon ("Vernon") owns and operates its
own electric generation and distribution system for use by its
inhabitants; and
WHEREAS, Vernon operates five diesel units as part of its
Power Plant operation; and
WHEREAS, due to the high demand to be placed on the diesel
units and in order to keep the units running without interruption for
repairs, Vernon's Utilities Department needs the services of a vendor
to perform electrical preventative maintenance on the units at the
Vernon Power Plant; and
WHEREAS, Littlejohn-Reuland Corporation ("Littlejohn") has
performed preventative maintenance and repair services on the City's
diesel units in the past and is familiar with the units; and
WHEREAS, Littlejohn submitted a proposal to Vernon dated
September 16, 2002; and
WHEREAS, Vernon's Utilities Department advises that, because
of Littlejohn's experience and qualifications, that it is the only
local vendor that can provide the preventative maintenance services
that meet the Department's specifications and requirements; and
WHEREAS, on September 10, 2002, the Finance Committee
recommended that the City Council approve the recommendation of Bruce
V. Malkenhorst, Director of Finance, dated September 5, 2002, that the
services of Littlejohn be retained to provide electrical preventative
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maintenance on the diesel units at the Vernon Power Plant 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 Littlejohn for electrical
preventative maintenance of diesel units at the Vernon Power Plant.
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 Littlejohn, 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:
Littlejohn-Reuland Corporation
Attn: Rick Pena, President
4575 Pacific Blvd.
Los Angeles, CA 90058
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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 18th day of September, 2002.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALBURG, Aayor
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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.
8064, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday,
September 18, 2002, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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SUPPORTING
DOCUMENTS
EXHIBIT
n
1 MAINTENANCE AGREEMENT
2
3 THIS AGREEMENT is made, entered into and executed in
4 duplicate originals, either copy of which may be considered and used
5 as the original hereof for all purposes, as of this day of
6 September, 2002, in the City of Vernon, County of Los Angeles,
7 California
8 BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as
9 the "City")
4305 Santa Fe Avenue
10 Vernon, CA 90058
11 AND LITTLEJOHN-REULAND CORPORATION
(hereinafter referred to as
12 "Littlejohn")
4575 Pacific Boulevard
13 Los Angeles, CA 90058
14 RECITALS
15 WHEREAS, due to the high demand to be placed on the diesel
16 units, the City's Utilities Department requires the services of a
17 vendor to perform electrical preventative maintenance services in
18 order to keep the units running without interruption; and
19 WHEREAS, Littlejohn has performed preventative maintenance
20 and repair services on the City's diesel units in the past and is
21 familiar with the units; and
22 WHEREAS, the City's Utilities Department believes that
23 because of Littlejohn's experience and qualifications that it is best
24 suited to continue to perform electrical preventative maintenance
25 services on the units; and
26 WHEREAS, Littlejohn submitted a proposal to the City dated
27 September 16, 2002 (the "Proposal") that includes a description of
28 proposed services and a cost estimate for preventative maintenance
1 services; and
2 WHEREAS, Littlejohn represents that it is qualified to
3 perform such services and is willing to render such electrical
4 preventative maintenance services as hereinafter defined; and
5 WHEREAS, the City desires to engage the services of
6 Littlejohn for maintenance services on the machinery at the
7 Vernon Power Plant.
8 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
9 FORTH HEREIN:
10 1. SCOPE OF SERVICES.
11 Littlejohn shall perform the services outlined in the
12 Proposal, a copy of which is attached hereto as Exhibit "A" and
13 incorporated herein by reference. It is understood and agreed that in
14 the event of a conflict between the Proposal and this Agreement, the
15 terms of this Agreement shall prevail.
16 2. PROGRESS REPORTS.
17 Littlejohn shall meet with City staff, upon City's request,
18 or as needed, in order to provide reports or information concerning
19 the services being performed by Littlejohn under this Agreement.
20 3. TIME OF PERFORMANCE.
21 Littlejohn's services shall commence on July 1, 2002 and
22 shall continue to June 30, 2003, unless the Agreement is terminated.
23 4. COMPENSATION.
24 A. The City will compensate Littlejohn for
25 electrical preventative maintenance services pursuant to the Proposal.
26 The total annual amount to be paid to Littlejohn under this Agreement
27 shall not exceed an annual total of Seventy Thousand Dollars and No
28 Cents ($70,000.00).
2
1 B. Other Expenses. Other expenses not identified
2 in the Proposal may only be billed if advance written approval has
3 been obtained from the City Administrator.
4 5. METHOD OF PAYMENT.
5 Littlejohn shall submit within thirty (30) days after the
6 last day of any month in which services have been performed or costs
7 incurred hereunder an invoice to the City. Invoices shall contain an
8 itemization of services rendered, directly related job expenses and
9 subcontract charges incurred by Littlejohn and for which compensation
10 is due. Littlejohn shall be responsible for paying any subcontractors
11 used in the performance of this Agreement. Subcontractors shall not
12 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 6. CHANGES AND EXTRA SERVICES.
17 The City reserves the right to request changes in the
18 services to be performed by Littlejohn. All such changes shall be
19 incorporated in written change orders executed by the City and
20 Littlejohn which shall specify the changes ordered and the adjustment
21 of 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 7. PRODUCTS OF CONSULTING.
27 All documents, data, databases, studies, surveys, drawings,
28 maps, models, photographs and reports prepared by Littlejohn under
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this Agreement shall be considered the property of the City. Such
documents and materials shall be delivered to the City by Littlejohn
as they are generated; however, Littlejohn may take and retain copies
of such documents and materials as desired.
8. Termination. This Agreement may be terminated by the
City without cause on ten (10) days written notice to Littlejohn. In
the event of such termination by the City, Littlejohn 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.
9. 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
VERNON, CA 90058-0805
Littlejohn: LITTLEJOHN-REULAND CORPORATION
ATTN: RICK PENA, PRESIDENT
P.O. BOX 58487
LOS ANGELES, CA 90058
10. CONFIDENTIAL INFORMATION.
A. Access to Confidential Information. The City may
provide Littlejohn with, or allow Littlejohn 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,
Littlejohn shall not disclose, permit the disclosure of, release,
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1 disseminate, or transfer, whether orally or by any other means, any
2 part of such Confidential Information to any other person or entity,
3 whether corporate, governmental, or individual, without the express
4 prior written consent of an authorized representative of the City.
5 Littlejohn shall return any written Confidential Information and all
6 copies made ofsuch items to the City upon the City's written request,
7 but in any event not later than the date that Littlejohn has performed
8 all services to be performed pursuant to this Agreement. Littlejohn
9 hereby agrees that such Confidential Information and any documents
10 provided may be used by Littlejohn only as authorized by the City.
11 Littlejohn shall take reasonable measures to avoid any disclosure of
12 any such Confidential Information to any unauthorized person.
13 C. Court Ordered Disclosure. Littlejohn shall
14 immediately notify the City of any court order or subpoena requiring
15 disclosure of Confidential Information, and shall cooperate with legal
16 counsel in the appeal or challenge of any such order or subpoena.
17 Recipient may only disclose Confidential Information required to be
18 disclosed pursuant to court order or subpoena after legal counsel has
19 exhausted any lawful and timely appeal or challenge.
20 D. Remedies. In addition to any other remedies that
21 it may have at law or in equity, the City shall be entitled to a
22 temporary and permanent injunction by a court of competent
23 jurisdiction against any breach or threatened breach of the
24 Confidential Information provisions of this Agreement. Littlejohn
25 acknowledges that in case of such breach or threatened breach of said
26 provisions, the City would have no adequate remedy at law.
27 11. GENERAL PROVISIONS.
28 A. Independent Contractor. At all times during the
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term of this Agreement, Littlejohn shall be an independent contractor
and shall not be an employee of the City. The City shall have the
right to control Littlejohn only insofar as the results of
Littlejohn's services rendered pursuant to this Agreement; however,
the City shall not have the right to control the means by which
Littlejohn accomplishes services rendered pursuant to the Agreement
except to the extent that such services involve the use of City
property or Confidential Information.
B. Littlejohn Not Agent. Except as the City may
specify in writing, Littlejohn shall have no authority, express or
implied, to act on behalf of the City in any capacity whatsoever as an
agent. Littlejohn shall have no authority, expressed or implied,
pursuant to this Agreement to bind the City to any obligation
whatsoever.
C. Indemnification. Littlejohn 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, damages, liabilities, fines, charges, penalties,
orders, judgments and all costs and expenses incurred in connection
therewith, including reasonable attorney's 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,
Littlejohn 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
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1 said policy or policies shall not be canceled or materially reduced in
2 coverage without giving at least thirty (30) days prior written notice
3 to the City. Littlejohn shall not permit a subcontractor or vendor to
4 perform work on City premises unless and until a certificate of
5 insurance is obtained showing that such subcontractor or vendor has
6 worker's compensation coverage.
7 If Littlejohn employs subcontractors as part of the
8 services rendered, Littlejohn's protective coverage is required.
9 Littlejohn may include all subcontractors as insureds under its own
10 policy or shall furnish separate insurance for each subcontractor,
11 meeting the requirements set forth herein.
12 E. Governing Law. The validity, interpretation and
13 performance of this Agreement shall be controlled and construed under
14 the laws of the State of California.
15 F. Assignment and Subcontracting Prohibited. No
16 party to this Agreement may assign or subcontract any right or
17 obligation pursuant to this Agreement except with the express written
18 consent of the other party. Any other attempted or purported
19 assignment of any right or obligation pursuant to this Agreement shall
20 be void and of no effect.
21 G. Amendments. This Agreement may be modified or
22 amended only by a written document executed by both Littlejohn and the
23 City and approved as to form by the City Attorney.
24 H. Entire Agreement. This Agreement is the entire
25 agreement of the parties. Littlejohn represents that in entering into
26 this Agreement, it has not relied on any previous representations or
27 understandings of any kind or nature.
28 I. Benefit of Agreement. This Agreement shall bind
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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 rights 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 to subsequent
default or other 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 WITNESS WHEREOF, the parties have caused this Agreement to
be executed by and through their authorized officers on the date,
month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Cler
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
L TLEJOHN-REULAND CORPORATION
B y : �� �,� .
Title: VI(t &'s A
B y : '�S . UQU.�,g(,tti0
Title:- PGrJC
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EXHIBIT A
Established 1926
MOTORS
AND
CONTROL
LARGE STOCK
NEW AND REBUILT
GUARANTEED
MOTORS AND CONTROL
WESTINGHOUSE
DISTRIBUTION
REWINDING
AND
REPAIRING
OUR REPAIR SHOP
IS COMPLETE
24-HOUR
REPAIR SERVICE
INDUSTRIAL
POWER & LIGHT
WIRING
ENGINEERING STAFF
ESTIMATORS
AND ELECTRICIANS
AVAILABLE
SERVICE
DEPARTMENT
EXPERT ELECTRICIANS
AND REPAIRMAN
AVAILABLE
FWENTY-FOUR
HOURS PER DAY
EVERY DAY OF
THE YEAR
Calif. Contractors
License 4418-C10
4575 PACIFIC BOULEVARD • P.O. BOX 58487 • LOS ANGELES, CALIFORNIA 90058
TEL. 323/587-5255 • FAX. 323/581-8385
September 16, 2002
Mr. Manuel Garcia
Department of Light and Power
2715 E. 50'h Street
Vernon, CA 90058
Attention: Mr. Manuel Garcia
Subject: Fiscal 2002 estimate on preventive maintenance.
Dear Mr. Garcia:
Based on our meeting on March 2002, we estimate the following cost on preventive maintenance
for the fiscal year 2002/2003.
Month
Work Schedule for Completion
Estimated
Cost
July, 2002
Not work schedule in this month (waiting for P.O.)
$ —
August, 2002
Rewinding of 600 HP blower motor (please refer to preventive
maintenance recommendations dated February 10, 2002 item #I)
$ 12,815.15
September
Refurbish or rewind first set of three 40 HP motors, for tower water
2002
pumps. (Please refer to mentioned PM recommendations, item #2)
$ 8,500.00
Oct/Nov
Preventive Maintenance in all electrical motors located at your plant.
2002
(Please refer to mentioned PM recommendations Item #3)
$ 25,703.68
Dec, 2002
Complete clean-up/testmg of turbine generator 96. (Please refer to
Jan, 2003
mentioned PM recommendations, item 94)
$ 14,000.00
February
Refurbish or Rewind second set of three 40HP motors, for tower
2003
water pumps. (Please refer to mentioned PM recommendations,
item 92
$ 8,500.00
Miscellaneous
Repairs
2002/2003 1
Miscellaneous repairs as needed during this calendar year
$ ---
Estimated cost for PM during 2002/2003 fiscal year 1
$ 69,518.83
We would like to thank you for this opportunity to be of service. If you should have any
questions, please do not hesitate to call.
Very truly you ,
Sales Engineer
EXHIBIT B
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EXHIBIT B
INSURANCE SCHEDULE (LITTLEJOHN)
Littlejohn 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 $ 500,000
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
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 )00,000
$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 or
attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under 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. Certification of the following proofs by the insurance
went or broker will not be accepted:
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 B
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
Finance Committee
City of Vernon
Honorable Members:
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
September 5, 2002
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
The Utilities Department is requesting authorization to issue a yearly
purchase order for the electrical preventative maintenance of the
generating units located at the Power Plant. Littlejohn Reuland
provided a proposal projected on a tentative basis at an approximate
cost of $69,518.83. Funds have been budgeted for this expense. It is
hereby recommended that an agreement be entered into and a purchase
order be issued to Littlejohn Reuland at a cost not to exceed
$70,000.00.
Very truly yours,
Bruce V. Malkenhorst
Director of Finance
BVM/gm
IUM [�iT
To: Bruce V. Malkenhorst, City Administrator
From: Dolores Fonseca, Purchasing Assistant
Date: 9/5/2002
Re: REQUISITION #2326
Attached for your approval is requisition #2003. The Utilities Department is requesting a
yearly purchase order for the electrical preventative maintenance of the generating units
at the Power Plant.
Attached is a work schedule from LittleJohn Reuland with an estimated total cost of
$69,518.83. The department requested this preventive schedule solely on a tentative basis to
allow for maintenance which is projected for the (fiscal) year.
The department is requesting a not to exceed $70,000.00 yearly purchase order. Funds have
been specifically budgeted for this expenditure.
0 Page 1
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
October 21, 2002
Littlejohn-Reuland Corporation
Attn: Rick Pena, President
4575 Pacific Blvd.
Los Angeles, CA 90058
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
Re: Maintenance Agreement from July 1, 2002 through June 30, 2003
Dear Mr. Pena:
The insurance requirement has been met. Transmitted herewith is a
duplicate original copy of the above referenced agreement approved by
the Vernon City Council on September 18, 2002.
If you have any questions regarding this matter, please call Ms.
Dolores Fonseca at (323) 583-8811 ext. 234.
Very truly yours,
Nelly Gir
Assistant to the
Chief Deputy City Clerk
NG/gm
CC: Kenneth DeDario
Dolores Fonseca
Resolution No. 8064
Agreement No. 02-072
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
October 2, 2002
Littlejohn-Reuland Corporation
Attn: Rick Pena, President
4575 Pacific Blvd.
Los Angeles, CA 90058
Re: Maintenance Agreement
Dear Mr. Pena
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
In accordance with Section ll.D of said agreement, you are to furnish
the City with proof of Insurance as set forth in the Insurance
Schedule, Exhibit "B" of the agreement.
Please submit your proof of insurance to Joan Francone, Risk Manager,
for review and approval. Upon receipt of said documentation this
office will forward to you a fully executed duplicate original
agreement.
If you should have any questions, please contact Joan Francone at ext.
322.
ery truly yours,
Nelly G o
Assistant to the Chief Deputy
City Clerk
NG/gm
cc: Joan Francone
Ken DeDario
Dolores Fonseca
Resolution No. 8064
Agreement File No. 02-072
e � s
1 MAINTENANCE AGREEMENT
2
3 THIS AGREEMENT is made, entered into and executed in
4 duplicate originals, either copy of which may be considered and used
5 as the original hereof for all purposes, as of this,l O�-"Yay of
6 September, 2002, in the City of Vernon, County of Los Angeles,
7 California
8 BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as
9 the "City")
4305 Santa Fe Avenue
10 Vernon, CA 90058
11 AND LITTLEJOHN-REULAND CORPORATION
(hereinafter referred to as
12 "Littlejohn")
4575 Pacific Boulevard
13 Los Angeles, CA 90058
14 RECITALS
15 WHEREAS, due to the high demand to be placed on the diesel
16 units, the City's Utilities Department requires the services of a
17 vendor to perform electrical preventative maintenance services in
18 order to keep the units running without interruption; and
19 WHEREAS, Littlejohn has performed preventative maintenance
20 and repair services on the City's diesel units in the past and is
21 familiar with the units; and
22 WHEREAS, the City's Utilities Department believes that
23 because of Littlejohn's experience and qualifications that it is best
24 suited to continue to perform electrical preventative maintenance
25 services on the units; and
26 WHEREAS, Littlejohn submitted a proposal to the City dated
27 September 16, 2002 (the "Proposal") that includes a description of
28proposed services and a cost estimate for preventative maintenance
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services; and
WHEREAS, Littlejohn represents that it is qualified to
perform such services and is willing to render such electrical
preventative maintenance services as hereinafter defined; and
WHEREAS, the City desires to engage the services of
Littlejohn for maintenance services on the machinery at the
Vernon Power Plant.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SCOPE OF SERVICES.
Littlejohn shall perform the services outlined in the
Proposal, a copy of which is attached hereto as Exhibit "A" and
incorporated herein by reference. It is understood and agreed that in
the event of a conflict between the Proposal and this Agreement, the
terms of this Agreement shall prevail.
2. PROGRESS REPORTS.
Littlejohn shall meet with City staff, upon City's request,
or as needed, in order to provide reports or information concerning
the services being performed by Littlejohn under this Agreement.
3. TIME OF PERFORMANCE.
Littlejohn's services shall commence on July 1, 2002 and
shall continue to June 30, 2003, unless the Agreement is terminated.
4. COMPENSATION.
A. The City will compensate Littlejohn for
electrical preventative maintenance services pursuant to the Proposal.
The total annual amount to be paid to Littlejohn under this Agreement
shall not exceed an annual total of Seventy Thousand Dollars and No
Cents ($70, 000.00) .
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1 B. Other Expenses. Other expenses not identified
2 in the Proposal may only be billed if advance written approval has
3 been obtained from the City Administrator.
4 5. METHOD OF PAYMENT.
5 Littlejohn shall submit within thirty (30) days after the
6 last day of any month in which services have been performed or costs
7 incurred hereunder an invoice to the City. Invoices shall contain an
8 itemization of services rendered, directly related job expenses and
9 subcontract charges incurred by Littlejohn and for which compensation
10 is due. Littlejohn shall be responsible for paying any subcontractors
11 used in the performance of this Agreement. Subcontractors shall not
12 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 6. CHANGES AND EXTRA SERVICES.
17 The City reserves the right to request changes in the
18 services to be performed by Littlejohn. All such changes shall be
19 incorporated in written change orders executed by the City and
20 Littlejohn which shall specify the changes ordered and the adjustment
21 of 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 7. PRODUCTS OF CONSULTING.
27 All documents, data, databases, studies, surveys, drawings,
28 maps, models, photographs and reports prepared by Littlejohn under
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1 this Agreement shall be considered the property of the City. Such
2 documents and materials shall be delivered to the City by Littlejohn
3 as they are generated; however, Littlejohn may take and retain copies
4 of such documents and materials as desired.
5 8. Termination. This Agreement may be terminated by the
6 City without cause on ten (10) days written notice to Littlejohn. In
7 the event of such termination by the City, Littlejohn shall be
8 entitled to only the compensation earned by it prior to the date of
9 the termination notice, plus compensation for necessary work performed
10 during the ten (10) day notice period and authorized in the
`11 termination notice.
12 9. NOTICES. Notices to the parties, unless otherwise
13 requested in writing, shall be sent to:
14 City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
15 CITY ADMINISTRATOR
4305 SANTA FE AVENUE
16 VERNON, CA 90058-0805
17 Littlejohn: LITTLEJOHN-REULAND CORPORATION
18 ATTN: RICK PENA, PRESIDENT
P.O. BOX 58487
19 LOS ANGELES, CA 90058
20 10. CONFIDENTIAL INFORMATION.
21 A. Access to Confidential Information. The City may
22 provide Littlejohn with, or allow Littlejohn access to, certain
23 information not available to the public concerning the City, or
24 businesses located in the City. The information may include company
25 information, taxes, sales, value of assets, or other such information.
26 All such information shall be known as "Confidential Information."
27 B. No Disclosure. Except as expressly permitted,
28 Littlejohn shall not disclose, permit the disclosure of, release,
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1 disseminate, or transfer, whether orally or by any other means, any
2 part of such Confidential Information to any other person or entity,
3 whether corporate, governmental, or individual, without the express
4 prior written consent of an authorized representative of the City.
5 Littlejohn shall return any written Confidential Information and all
6 copies made of such items to the City upon the City's written request,
7 but in any event not later than the date that Littlejohn has performed
8 all services to be performed pursuant to this Agreement. Littlejohn
9 hereby agrees that such Confidential Information and any documents
10 provided may be used by Littlejohn only as authorized by the City.
11 Littlejohn shall take reasonable measures to avoid any disclosure of
12 any such Confidential Information to any unauthorized person.
13 C. Court Ordered Disclosure. Littlejohn shall
14 immediately notify the City of any court order or subpoena requiring
15 disclosure of Confidential Information, and shall cooperate with legal
16 counsel in the appeal or challenge of any such order or subpoena.
17 Recipient may only disclose Confidential Information required to be
18 disclosed pursuant to court order or subpoena after legal counsel has
19 exhausted any lawful and timely appeal or challenge.
20 D. Remedies. In addition to any other remedies that
21 it may have at law or in equity, the City shall be entitled to a
22 temporary and permanent injunction by a court of competent
23 jurisdiction against any breach or threatened breach of the
24 Confidential Information provisions of this Agreement. Littlejohn
25 acknowledges that in case of such breach or threatened breach of said
26 provisions, the City would have no adequate remedy at law.
27 11. GENERAL PROVISIONS.
28 A. Independent Contractor. At all times during the
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1 term of this Agreement, Littlejohn shall be an independent contractor
2 and shall not be an employee of the City. The City shall have the
3 right to control Littlejohn only insofar as the results of
4 Littlejohn's services rendered pursuant to this Agreement; however,
5 the City shall not have the right to control the means by which
6 Littlejohn accomplishes services rendered pursuant to the Agreement
7 except to the extent that such services involve the use of City
8 property or Confidential Information.
9 B. Littlejohn Not Agent. Except as the City may
10 specify in writing, Littlejohn shall have no authority, express or
'l1 implied, to.act on behalf of the City in any capacity whatsoever as an
12 agent. Littlejohn shall have no authority, expressed or implied,
13 pursuant to this Agreement to bind the City to any obligation
14 whatsoever.
15 C. Indemnification. Littlejohn shall indemnify,
16 defend, protect and hold the City and its officers, agents and
17 employees, free and harmless from and against any and all claims,
18 demands, losses, damages, liabilities, fines, charges, penalties,
19 orders, judgments and all costs and expenses incurred in connection
20 therewith, including reasonable attorney's fees and costs of defense
21 arising out of the negligent services performed under this Agreement,
22 except to the extent arising from or caused by the negligence or
23 willful misconduct of the City, its officers, agents or employees.
24 D. Insurance. Prior to commencing work hereunder,
25 Littlejohn shall provide the City with proof of insurance providing
26 and maintaining the coverages and endorsements set forth in the
27 Insurance Schedule attached hereto as Exhibit "B" and made a part
28 hereof by reference. Said proof of insurance shall also provide that
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1 said policy or policies shall not be canceled or materially reduced in
2 coverage without giving at least thirty (30) days prior written notice
3 to the City. Littlejohn shall not permit a subcontractor or vendor to
4 perform work on City premises unless and until a certificate of
5 insurance is obtained showing that such subcontractor or vendor has
6 worker's compensation coverage.
7 If Littlejohn employs subcontractors as part of the
8 services rendered, Littlejohn's protective coverage is required.
9 Littlejohn may include all subcontractors as insureds under its own
10 policy or, shall furnish separate insurance for each subcontractor,
11 meeting the requirements set forth herein.
12 E. Governing Law. The validity, interpretation and
13 performance of this Agreement shall be controlled and construed under
14 the laws of the State of California.
15 F. Assignment and Subcontracting Prohibited. No
16 party to this Agreement may assign or subcontract any right or
17 obligation pursuant to this Agreement except with the express written
18 consent of the other party. Any other attempted or purported
19 assignment of any right or obligation pursuant to this Agreement shall
20 be void and of no effect.
21 G. Amendments. This Agreement may be modified or
22 amended only by a written document executed by both Littlejohn and the
23 City and approved as to form by the City Attorney.
24 H. Entire Agreement. This Agreement is the entire
25 agreement of the parties. Littlejohn represents that in entering into
26 this Agreement, it has not relied on any previous representations or
27 understandings of any kind or nature.
28 I. Benefit of Agreement. This Agreement shall bind
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1 and benefit the parties hereto and their heirs, successors, and
2 permitted assigns.
3 J. Forum Selection. Any action brought relating to
4 this Agreement shall be brought and held exclusively in a State Court
5 in the County of Los Angeles, California.
6 K. Recitals. All recitals are incorporated by
7 reference.
8 L. Waiver. Any waiver at any time by either party
9 of its rights with respect to a default under this Agreement, or with
10 respect to any other matters arising in connection with this
'11 Agreement, shall not be deemed a waiver with respect to subsequent
12 default or other matter.
13 M. Force Maieure. Neither Party shall be considered
14 in to be in default in any of its obligations under this Contract when
15 a failure of performance shall be due to an uncontrollable force. The
16 term "uncontrollable force" shall mean any cause beyond the control of
17 the party affected, including, but not restricted to, flood,
18 earthquake, storm, fire, lightening, epidemic, war, riot, civil
19 disturbance or disobedience, labor dispute, labor material shortage,
20 sabotage, federal, state, or municipal action, statute, ordinance, or
21 regulation, embargoes of the United States Government or any other
22 government, which by exercise of due diligence such party could not
23 reasonably have been expected to avoid and by exercise of due
24 diligence has been unable to overcome. Either party rendered unable
25 to fulfill any of its obligations under this Agreement by reason of an
26 uncontrollable force, shall give written notice within five (5)
27 Business Days of such fact to the other party and shall exercise due
28 diligence to remove such inability with all reasonable dispatch.
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1 IN WITNESS WHEREOF, the parties have caused this Agreement to
2 be executed by and through their authorized officers on the date,
3 month and year first written above.
4
5 CITY OF VERNON
6 By:
7 L ONIS C. MALB RG, May
8 ATTEST:
9 BRUCE V. MALKENHORST, City Clerk
10
1.1 APPROVED AS TO FORM
12 C�u
EDUARDO OLIVO, City Attorney
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L TLEJOHN-REULAND CORPORATION
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15 By.
Title: Vie(
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17 BY:.9UO
18 Title: CA.rP�ra`tl ..Tai�f�t[(R c{
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Littlejohn-Reu land
Established 1926 Corporation
MOTORS
AND
CONTROL
LARGE STOCK
NEW AND REBUILT
GUARANTEED
MOTORS AND CONTROL
WESTINGHOUSE
DISTRIBUTION
REWINDING
AND
REPAIRING
OUR REPAIR SHOP
IS COMPLETE
24-HOUR
REPAIR SERVICE
INDUSTRIAL
POWER & LIGHT
WIRING
ENGINEERING STAFF
ESTIMATORS
AND ELECTRICIANS
AVAILABLE
SERVICE
DEPARTMENT
EXPERT ELECTRICIANS
AND REPAIRMAN
AVAILABLE
TWENTY-FOUR
HOURS PER DAY
EVERY DAY OF
THE YEAR
4575 PACIFIC BOULEVARD • P.O. BOX 58487 • LOS ANGELES, CALIFORNIA 90058
TEL. 323/587-5255 0 FAX. 323/581-8385
September 16, 2002
Mr. Manuel Garcia
Department of Light and Power
2715 E. 5& Street
Vernon, CA 90058
Attention: Mr. Manuel Garcia
Subject: Fiscal 2002 estimate on preventive maintenance.
Dear Mr. Garcia:
Calif. Contractors
License 4418-C10
Based on our meeting on March 2002, we estimate the following cost on preventive maintenance
for the fiscal year 2002/2003.
Month
Work Schedule for Completion
Estimated
Cost
July, 2002
Not work schedule in this month (waiting for P.O.)
$ --
August, 2002
Rewinding of 600 HP blower motor (please refer to preventive
maintenance recommendations dated February 10, 2002 item #1)
$ 12,815.15
September
Refurbish or rewind first set of three 40 HP motors, for tower water
2002
pumps. (Please refer to mentioned PM recommendations, item #2)
$ 8,500.00
Oct/Nov
Preventive Maintenance in all electrical motors located at your plant.
2002
(Please refer to mentioned PM recommendations Item #3)
$ 25,703.68
Dec, 2002
Complete clean-up/testing of turbine generator #6. (Please refer to
Jan, 2003
mentioned PM recommendations, item #4)
$ 14,000.00
February
Refurbish or Rewind second set of three 40HP motors, for tower
2003
water pumps. (Please refer to mentioned PM recommendations,
item #2
$ 8,500.00
Miscellaneous
Repairs
2002/2003
Miscellaneous repairs as needed during this calendar year
$ ---
Estimated cost for PM during 2002/2003 fiscal year
$ 69,518.83
We would like to thank you for this opportunity to be of service. If you should have any
questions, please do not hesitate to call.
Very truly you ,
40es-
e Lop
Sales Engineer
1 EXHIBIT B
2 INSURANCE SCHEDULE (LITTLEJOHN)
3 Littlejohn shall provide proof of insurance, including a standard certificate of insurance, in at least the
4 following amounts and coverage (combined single limit permitted):
5 I Coverage and Limits
Bodily Injury Property Damage
6 Hazards Each Person Each Accident Each Accident
7 Automobile Liability
8 Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
9 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
0 Employers' Liability $1,000,000 per employer
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II. General and Professional Liability
12
General Liability $1,000,000 $2,000,000 $1,000,000
13 Independent Contractors $1,000,000 $2,000,000 $1,000,000
14 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
Contract Liability $1,000,000 $2,000,000 $1,000,000
15 Professional Liability $2,000,000 $2,000,000 $2,000,000
16 a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
17
18 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
19 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
20 3. An endorsement providing coverage for all operations under this Agreement.
21 4. Such other endorsement as may be required by addendum hereto.
22 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. Certification of the following proofs by the insurance
23 agent or broker will not be accepted:
24 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
25 statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
26
27 A copy of each policy certified by an officer of the underwriter or carrier and notarized.
28
EXHIBIT B