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Resolution No. 8716 , , " . 1 2 RESOLUTION NO. 8716 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND G.P. RESOURCES, INC. FOR THE MALBURG GENERATING STATION PROJECT 4 5 6 7 WHEREAS, the City of Vernon ("City") is constructing a 134 8 MW Combined Cycle Power Plant, the Malburg Generating Station (the 9 "Malburg Project"), for the purpose of installing additional 10 generating capacity that will yield an efficient, cost-effective, and 11 reliable source of electric generation to the City's inhabitants; and l2 WHEREAS, on July 16, 2003, the City Council of the City of 13 Vernon adopted Resolution No. 8252 with the intention of expediting the 14 purchase of supplies and services for the Malburg Project; and 15 WHEREAS, the City has determined that it needs to purchase 16 6,500 gallons of Chevron GST 2300 ISO 32 lubricating oil for the l7 combustion turbines and in order to facilitate the commissioning 18 process at the Malburg Generating Station (the "Oil"); and 19 WHEREAS, G.P. Resources, Inc. ("G.P.") submitted a proposal 20 dated March 10, 2005, that includes a description of the proposed Oil; 21 and 22 WHEREAS, the City has determined that G.P. possesses the 23 technical knowledge and expertise to furnish the Oil required by the 24 City; and 25 WHEREAS, on April 5, 2005, the Finance Committee considered 26 the recommendation of Bruce V. Malkenhorst, Director of Finance, dated 27 March 31, 2005, that a contract with G.P. be approved and executed; and 28 / / / ... ..! 1 WHEREAS, the City Council of the City of Vernon has 2 determined that, pursuant to the provisions of subsection (a) of 3 Section 2.27 of the Vernon City Code, it is in the public interest and 4 necessity to enter into a contract with G.P. 5 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 6 CITY OF VERNON AS FOLLOWS: 7 SECTION 1: The City Council of the City of Vernon hereby 8 finds and determines that the recitals contained hereinabove are true 9 and correct. lO SECTION 2: The City Council of the City of Vernon hereby 11 approves the Equipment Purchase Contract with G.P. Resources, Inc., in 12 substantially the same form as the copy which is attached hereto as 13 Exhibit A and incorporated by reference. l4 SECTION 4: The City Council of the City of Vernon hereby 15 authorizes the Mayor to execute said Contract for, and on behalf of, 16 the City of Vernon and the City Clerk is hereby authorized to attest 17 thereto. 18 SECTION 5: The City Council of the City of Vernon hereby 19 directs the City Clerk, or his designee, to send one fully executed 20 Contract to: 21 22 23 24 / / / 25 / / / 26 / / / 27 / / / 28 / / / G.P. Sources, Inc. Attn. George Hopwood, Government Sales 19501 S. Santa Fe Avenue Rancho Dominguez, CA 90221 - 2 - 1 SECTION 6: The City Clerk of the City of Vernon shall 2 certify to the passage of this resolution, and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this l3th day of April, 2005. 5 6 7 8 9 lO 11 l2 l3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ATTEST: d ~~~tkL~~' /' EONIS C. MALB RG, Ma r BRUCE V. MALKENHORST, City Clerk - 3 - 14 15 16 l7 18 19 20 21 22 23 24 25 26 27 28 1 STATE OF CALIFORNIA 2 ss COUNTY OF LOS ANGELES 3 4 5 6 7 8 9 10 11 12 l3 (SEAL) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8716, was duly adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Wednesday, April 13, 2005, and thereafter was duly signed by the Mayor of the City of Vernon. ~,~~ BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT A '. DRAFT EQUIPMENT PURCHASE CONTRACT THIS EQUIPMENT PURCHASE CONTRACT (this "Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this _ day of April, 2005, in the City of Vernon, County of Los Angeles, State of California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND G.P. RESOURCES, INC. (hereinafter referred to as "G.P.") 19501 South Santa Fe Avenue Rancho Dominguez, CA 90221 RECITALS WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements; and WHEREAS, the Malburg Project team has determined that it needs to purchase 6,500 gallons of Chevron GST 2300 ISO 32 lubricating oil for the combustion turbines and in order to facilitate the commissioning process at the Malburg Generating Station (hereinafter referred to as the "Oil"); and WHEREAS, G.P. has prepared a proposal dated on or about March 10,2005, (the "Proposal"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference for the Oil; and WHEREAS, there are a limited number of companies that can provide the quantities of oil needed and G.P. has provided a bid at a competitive price; and WHEREAS, G.P. represents that it is qualified and capable of furnishing the Oil that the City requires, as set forth in this Contract and the Proposal and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with G.P. to provide for the Oil, as defined below, on the terms and conditions set forth below. 1 " NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale of the Oil. 1.1 Oil. G.P. shall sell and deliver, andthe City shall purchase the Oil described in the Proposal. In the event of a conflict between the terms of this Contract and the Proposal, the terms of this Contract shall control. ,1.2 Delivery. G.P. shall obtain, sell and deliver the Oil at the City of Vernon, F.O.B. Job Site. G.P. is responsible for all costs of full freight, including insurance, to Job Site. Risk ofloss shall pass to the City upon delivery F.O.B. Job Site. 2. Time of Performance. G.P. shall commence and complete the delivery of the Oil as follows: 2.1 Time Schedule. G.P. shall begin to obtain the Oil upon the later of the full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date"). G.P. shall complete delivery of the Oil no later than ten (10) days from the Commencement Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, G.P.'s failure to deliver the Oil within the Delivery Time shall constitute a material default of this Contract, and, among other remedies available to it, the City shall have the option of terminating this Contract. 2.2 Force Maieure. Neither party shall be considered 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, 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 Contract 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. The Delivery Time shall be extended by Change Order by the number of days of delay caused by the uncontrollable force; as the City may reasonably determine. An extension of the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for a.p. for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially 2 " extended by reason of uncontrollable force through no fault of G.P., G.P. shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in G.P.'s direct cost resulting from such delay. 3. Contract Sum. The purchase price for the Oil is a sum of Five Dollars and Twenty-Eight Cents ($5.28) per gallon for a total not to exceed sum of Thirty-Four Thousand Three Hundred Twenty Dollars and No Cents ($34,320.00), plus any applicable taxes (the "Contract Sum"). 4. Payment Terms. 4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid within thirty (30) days after (a) the City's receipt and approval of the Oil and (b) the City's receipt of an invoice in a form reasonably acceptable to the City from G.P. Invoices shall contain an itemization of services rendered and other directly related job expenses and subcontract charges incurred by G.P. and for which compensation is due. G.P. 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 (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. 4.2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7 below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to G.P. if G.P. is in default of any of its obligations under this Contract; any portion of the Oil is defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Oil that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 4.1 above have not been satisfied. 4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Oil by the City shall constitute an acceptance of any Oil not in accordance with the terms of this Contract. 5. G.P.'s Representations. Warranties. and Covenants. 5.1 Capability. G.P. represents to the City that it is qualified, willing, and able to obtain, sell, and deliver the Oil. 5.2 Assignment of Warranties: Delivery of Documentation. G.P. shall assign to the City at the time of the Oil delivery all manufacturers' warranties and G.P. shall assemble and deliver to the City 3 . . " complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Contract. ' 5.3 Compliance with Law. G.P. shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Oil, including, but not limited to any permit or license requirements of the United States Department of Commerce. 5.4 Authorizations. G.P. is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5.5 Title to City. G.P. warrants that title to Oil will pass to the City either by incorporation in the construction or upon the receipt of payment by G.P., whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Oil or any portion thereof will retain an interest therein or an encumbrance thereon. 5.6 Payments to Third Parties. G.P. shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5.7 Warranty. 5.7.1 G.P.'s Warranties. G.P. warrants that all Oil will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Oil not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either G.P. or the City reveals that any portion of the Oil does not meet the City's specifications or the City identifies any defects in or damage to the Oil, G.P. shall promptly repair or replace any defective Oil; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Oil from that vendor, and obtaining another vendor to provide that Oil. G.P. shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Oil, including any and all damages caused to the City's existing equipment, storage and/or system and the Vernon Substation or the Malburg Project by the use of defective Oil provided by G.P. 5.7.2 Manufacturers' Warranties. G.P. shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, which shall commence for a period of 4 . . " ten (10) years from the date the City receives the Oil under this Contract or the City's acceptance ofthe Oil being purchased hereunder, whichever occurs first. G.P. shall assist the City in the enforcement of all such warranties. 5.7.3 Warranty Period. G.P., at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Oil rejected by the City as defective or as failing to conform to this Contract if reported to G.P. within the Warranty Period. The Warranty Period shall be the period of( from the date of Oil being delivered hereunder or from the date of the City's acceptance of the Oil being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Oil on the date the replacement was made. G.P.'s obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Oil or the repair thereof. G.P. shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Oil found to be defective or not in accordance with this Contract, or (b) the correction of any such Oil. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Contract and final completion of the delivery of the Oil and are in addition to, and not in lieu of, any and all other liability imposed upon G.P. by law with respect to G.P.ls duties, obligations and performance hereunder. 6. Indemnification. 6.1 G.P.'s Indemnity. To the fullest extent permitted by law, G.P. shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in,connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of G.P. or its employees or agents in the delivery of Oil under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this 5 '. Contract. The obligations in this Paragraph are in addition to G.P.'s duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by G.P. 6.2 Indemnity Process. The City shall notify G.P. in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, G.P. shall assume the defense of such claim with counsel reasonably satisfactory to City. If G.P. fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by G.P. would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of G.P. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions.by employing counsel at its expense, without waiving the City's obligations to indemnify or defend. G.P. shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 7. Change Orders. The City reserves the right to make additions to or deletions from the Oil being purchased under this Contract. All such changes shal\ be incorporated in written change orders executed by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery schedules and warranties. Any Oil or services added to this Contract under a Change Order shall be subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order. No claim for additional . compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the Chief Executive Officer of the Light & Power Department. 8. Termination of the Contract. 8.1 Right of Termination. This Contract may be terminated by the City, with or without cause, upon at least fifteen (15) calendar days' written notice delivered to G.P. 8.2 Termination by City Without Cause. In the event of termination by the City without cause, G.P. shall be compensated for all Oil delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by G.P. directly attributable to termination which 6 could not reasonably have been 'avoided and for which G.P. is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 8.3 Termination by the City for Cause or by G.P. without Cause. IfG.P. breaches this Contract, the City shall notify G.P. in writing of said breach and if G.P. has not cured or begun reasonable efforts to cure within fifteen (15) calendar days of delivery of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract on the 15th day following delivery of notice to G.P. for cause. G.P. shall be responsible for all direct and indirect costs due to the City's re-procurement of the equivalent of the Oil cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or terminated by G.P. without cause, the City shall pay G.P. for all Oil delivered prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of G.P. ' s default and for any reason described as a justification for a payment hold as set forth in Paragraph 4.3. 8.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, G.P. shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10, 11.2, 11.3, 11.4, 11.5 and 11.12 shall survive the termination ofthis Contract. 8.5 Delivery of Work Product and Documentation. Within three (3) business days after any termination of this Contract, G.P. shall deliver to the City all Work Product (as defined in Paragraph 9) and all Documentation (as defined in Paragraph 4.1) pertaining to this Contract and any and all copies thereof, whether in the possession ofG.P. or a party engaged by G.P.; provided, however, that solely for its internal auditing purposes, G.P. may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. G.P. shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of G.P. ' s duties and activities hereunder. 7 . . '. 9. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for G.P., its officers, employees, agents in the course of performing the obtaining, delivering, and selling to the City the Oil sold under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to G.P. or to any other party. Work Product materials shall be delivered to City by G.P. as they are generated. 10. Confidential Information. 10.1 ,Access to Confidential Information. The City may provide G.P. or allow G.P. access to certain information not available to the public concerning the City or businesses located in the City. The information may include information regarding companies located in the City, tax information, utility usage, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by G.P. for any purpose other than to perform its duties hereunder. 10.2 No Disclosure. Except as expressly permitted by prior written consent of the City, G.P. 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, without the express prior written consent of an authorized representative of the City. G.P. shall return any written Confidential Information and all copies made of such items to the City upon the Cityls written request, but in any event not later than the date that G.P. has delivered all Oil to be delivered pursuant to this Contract. G.P. hereby agrees that such Confidential Information and any documents provided may be used by G.P. only as authorized by the City. 10.3 Court Ordered Disclosure. G.P. shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. G.P. 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. 10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in G.P.'s possession prior to its acquisition from the City; received in good 8 '. faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through no breach of confidential obligation by G.P. 10.5 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 any of the provisions of this Paragraph 10. G.P. acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 11. General Provisions. 11.1 Entire Agreement. This Contract, with Exhibits A and B, each of which is attached hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract may be amended or modified only by a written amendment signed by the parties. 11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 11.3 Arbitration. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those tWo arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 11.4 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to this Contract or the relationship of the parties or their rights or duties in connection with the matters set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, ~ncluding all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 9 '. 11.5 Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. If there is any change in a party's address, that party shall give notice, in writing, to the other party indicating the address change within five (5) business days. CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 G.P.: G.P. RESOURCES, INC. 19501 South Santa Fe Avenue Rancho Dominguez, CA 90221 Attn: John A. Zar, President 11.6 Status ofG.P. At all times during the term of this Contract, G.P. shall be an independent contractor. Except as the City may specify in writing, G.P. shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. G.P. shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.7 Insurance. G.P. agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. G.P. shall submit to the City documentation indicating compliance with these minimum requirements no less than one (I) day prior to the beginning of performance under this Contract. G.P. shall not commence performance of its work under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. G.P. shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has 10 " worker's compensation coverage. G.P. employs subcontractors as part of the services rendered, G.P.'s protective coverage is required. G.P. may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 11.8 Operations Manager. The City's Operation Manager is Manuel G. Garcia. The City reserves the right, in the City's sole discretion, to replace Mr. Garcia as the City's Operations Manager upon notice to G.P. 11.9 Assignment and Subcontracting 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 be void and of no effect. 11.10 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case anyone or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 11.11 Time of the Essence. Time is of the essence in the performance of this Contract. 11.12 Rights and Remedies. The City's rights and remedies under the Contract are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. /// /// /// /// /II /// /II /II 11 IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By: LEONIS C. MALBURG, Mayor ATTEST: Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM Eric T. Fresch, City Attorney G.P. RESOURCES, INC. By: Typed Name: Title: By: Typed Name: Title: 12 EXHIBIT A ~uujt, ~ ... Ii - ", o OSNEkAL 'ETllOLEUM .'~ , J -- ....----... 1 i 1 oj ~ l , . 1 1 , 1 1 1 Mr, Don Quiroz City of V emOD--Power Plant March 10, 2005 -- Dear Don, As you l'eqUe."itoo, tbis letter is to cOl1firnl GP's offer to supply Chevron GST 2300 ISO 32 in quantities of approximately 6,500 gallons ofbulk prod~t at $ .5.28 per gallQ'" As part of the l.enns of sElle. OP sball pro-vided at no ~ha1:ge--Qil a~llalysis test kits with pre..paid maile:"f{ a..~ weJJ as IJfOvide a rC'.a.~onableperiQd ~)ftimc fOIi unloading (Same day). . 1 ~ I 1 fit ~tddition. we' agl-ee to hold firm the price herein for a te-nn of <.5 months (March 1 to Sept. I, 2005) Drum pricing will be $ 5.88 per gallon for smaller deHvenies. We appreciate your continued business and look fonvard to hearing from you soon. . ., j [ j . . j . Best Re~td~. ~ .. ~~. '~., '/:? ~<:- ~ GeorA~- Hopwood, Gov't Sal~ l , I I . , 1 i , I ; . . . '0 1 ~ ~ . ,... ..--. r ....... .. . __._.__.--.... , _.___~ 19501 SQUTH SANT^ FE AveNUE. kANCHO DOMINOUEZ. iCAI.IJ:'OR.N,... 90221 4I.^1'l ,,"co ell" 't 03/14/05 MON 08: 16 rTX/lU NO 5525 J ~ 002 03/31/05 THlT 08: 55 [TXlRI NO 5671 I IaI 002 - c... V"AV"VV~ ~O;~~ tAA ~~UOJ/~~~~ ~ ." j. ~ CHEVRON GS~ 2300 ISO 32, 46 recos/~enera~ pecro ~002 .. . Chevron !illl :1 J, :i CUSTOMER BENEI=tTS Chevron GST 2300 deliver vftlue thfoUAh: . Outstanding oxidation stability for Ion9 seMee at elevated tempef'llltKes . Reduced $Iu. and v.rnish formation · Rapid water sef>aration keeps weter In 011 to a mit',- imum . Rust and COfTOSJof\ protection · High viscosity index assures minimum viscosity Change will temt:oerature variations . Resistance to foam forma<<iorl prevents ~ overflow . Quid< airfelea~. minimizes lhe possIbIiIy 01 pump cavitation in systems with high QrcuI.11on rales nnd smal te$ervoirs FEATURES Chevron GST 2300 ols a~ designed 10 meet me WlicaI lubrication demanc:t!: of: . combined cyde l<.Jfbines · 18r99 heavy duly ioduslriel ges IUrbinos . gas ar1d steam 1Utb/nes with baded geers They are an excellent f'eeol'nfMndation tor manyolhe-r induslri8f IIppficatiollS Including air compression CMvton GST 2300 oils are fOf"mvleted with ISOSYN8 be.. stocks HIgher temperalur'e:i in advanced gIIS end stearn "". , binea requite a Circufatng system oil with eXcepCion" high tempeteture "ermel stabirdy. oJddal1on ~ and low sludging po1enlJ8l. CheYron GST 2300 ok have outstanding the",,_. _nd oxidationst.bllIty M1d eKCelfent .eudge .:xmttol. Cottoslon.lnhlbilion prctocts turbine shafts. geare and lubrication sy$~ pans from corrosion end nrsling. Chevron GST 2300 oils have 8X~1ent water sep.... bility cheneterf8lics which aIow Ilae 01$ to maintain a hiQh """ S1f'enGth coetilg on critiQt wew poln15 of bea,. ings 8nd oeM ;ediH-AtS and assure rapid rtMOVaI of water contamination. Foam inhibition pre-.rents SUfT1) overflow. :::::2:........-1............ ....' recommended for use in gas and .... .~ 't'. steam turbiMs with .nd wiCl\oul . Ioeded gearboxes, ii The folowing vIscosly gfades .re forifWlated to meel the specrllild OEM requirements: :; Chevron G$T 2300 ISO 32 I . meets.oo exceeds ~j - c;........ a.etrIe GEK-32568f:GEK.101941A, GEK 28143A. GEK"'65060. GEK-27070 ., - Siemens TLV 9013 H (R&O ~ EP) - SIemens Westinghouse M sPec 5S125Z3 - AIstorn HTGO 90 1 t7 (R&O aqd EP) - Sohlr ES U24, Class II - Cincinnati 1.8mb P-38 - B.-Itfsh Sblndal'd 489:1999 - DIN 51515.l-TD and L-TG - ASTM 04304-00, Typo I and Ty~ II (EP) . Replaces Chevron GsT Oil EP '~ 32 Chevron GST 2300 ISO 46 . meets end ~$ - Siemens TLV 9013 04 (R&O end EP) - Alstom HToo 90 117 (R&O and EP) - Solar ES 9-224. Class II - CInGinnati Lamb P-S5 - British Standard 488:1toD - DIN 51515, I..TO and L-TG ", - A8TM 04304-00. Typo I and Type II (EP) . Replaces Chevron GST Oil EP ISO 46 Do not use '" high ....csunt systems In the vicinity of flames. sperts. and hot .Uft.K:ea. Use only in well ventI- feted eteM. Keep container closed. 'f ' 00 nol use in bre8lhing elf .ppara....pr modica' equip. ment ~l '; 0200f a..vron ProdUd$~. . divi&ion 01 aw-on U,S.A h:. AI rights roserved. .. a...rown.....:a '=.m~)I 20 ""y 2004 I().~ EXHIBIT B".'....' . ;0. <a" ,. '. .. ""11 ,"' ~ d ExmBIT B INSURANCE SCHEDULE I' II; G.P, 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 Hazards Bodily Iniury Property Damage Each Person Each Accident Each Accident Automobile Liability Owned Automobiles Hired Automobiles Non-Owned Automobiles Workers' Compensation Eml'loyers' Liability $ 500,000 $ 500,000 $ 500.000 $ Statutory $1.000.000 per employer II, Liability General Liability Premises Operations Independent Contractor Products - Completed Operations Contractual Liability Umbrella Liability $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $2.000.000 $1,000,000 $1,000,000 $1.000.000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2.000.000 $2.000.000 $ 500,000 $ 500,000 $ 500.000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $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 City. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary. EXHIBIT "B" SUPPORTING DOCUMENTS ... " .' , . PRODUCT PURCHASE CONTRACT THIS PRODUCT PURCHASE CONTRACT (this "Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as ofthiJy'~y of May, 2005, in the City of Vernon, County of Los Angeles, State of California BY AND BETWEEN AND THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 G,P. RESOURCES, INC. (hereinafter referred to as "G.P.") 19501 South Santa Fe Avenue Rancho Dominguez, CA 90221 RECITALS WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements; and WHEREAS, the Malburg Project team has determined that it needs to purchase 6,500 gallons of Chevron GST 2300 ISO 32 lubricating oil for the combustion turbines and in order to facilitate the commissioning process at the Malburg Generating Station (hereinafter referred to as the "Oil"); and WHEREAS, G.P, has prepared a proposal dated on or about March 10,2005, (the "Proposal"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference for the Oil; and WHEREAS, there are a limited number of companies that can provide the quantities of oil needed and G~P; has provided a bid at a competitive price; and WHEREAS, G.P, represents that it is qualified and capable offumishing the Oil that the City requires, as set forth in this Contract and the Proposal and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with G,P, to provide for the Oil, as defined below, on the terms and conditions set forth below. 1 " NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1, Purchase and Sale of the Oil. 1.1 Oil. G ,p, shall sell and deliver, and the City shall purchase the Oil described in the Proposal. In the event of a conflict between the terms of this Contract and the Proposal, the terms of this Contract shall control. 1.2 Delivery, G.P. shall obtain, sell and deliver the Oil at the City of Vernon, F.O.B. Job Site, G,P. is responsible for all costs offull freight, including insurance, to Job Site, Risk ofloss shall pass to the City upon delivery F.O.B. Job Site. 2. Time of Performance. G,P. shall commence and complete the delivery of the Oil as follows: 2.1 Time Schedule. G.P. shall begin to obtain the Oil upon the later of the full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date"). G,P. shall complete delivery of the Oil no later than ten (10) days from the Commencement Date (the "Delivery Time"), Unless performance is excused, as set forth in Paragraph 2,2, G,P.'s failure to deliver the Oil within the Delivery rime shall constitute a material default of this Contract, and, among other remedies available to it, the City shall have the option of terminating this Contract. 2.2 Force Majeure, Neither party shall be considered 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 ofthe party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, 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 Contract 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, The Delivery Time shall be extended by Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine, An extension of the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for G ,P. for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially 2 . , extended by reason of uncontrollable force through no fault ofG.P., G.P, shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in G.P.'s direct cost resulting from such delay. 3, Contract Sum. The purchase price for the Oil is a. sum of Five Dollars and Twenty-Eight Cents ($5.28) per gallon for a total not to exceed sum of Thirty-Four Thousand Three Hundred Twenty Dollars and No Cents ($34,320.00), plus any applicable taxes (the "Contract Sum"). 4. Payment Terms, 4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid within thirty (30) days after (a) the City's receipt and approval of the Oil and (b) the City's receipt of an invoice in a form reasonably acceptable to the City from G.P, Invoices shall contain an itemization of services rendered and other directly related job expenses and subcontract charges incurred by G,P. and for which compensation is due. G.P. 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 (30Y days of receipt. The City's approval of the invoice shall not be unreasonably withheld. 4,2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7 below, mustbe billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to G,P, ifG,P. is in default of any of its obligations under this Contract; any portion of the Oil is defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Oil that is acceptable to the City); or the conditions required ~or . . payment as set forth in Paragraph 4.1 above have not been satisfied. 4,4 Payment is Not Acceptance, Neither payment by the City nor use of the Oil by the City shall constitute an acceptance of any Oil not in accordance with the terms of this Contract, 5. G.P.'s Representations. Warranties. and Covenants, 5,1 Capability. G.P. represents to the City that it is qualified, willing, and able to obtain, sell, and deliver the Oil. 5,2 Assignment of Warranties: Delivery of Documentation, G.P. shall assign to the City at the time of the Oil delivery all manufacturersl warranties and G.P. shall assemble and deliver to the City 3 complete copies of 'all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Contract. 5.3 Compliance with Law. G,P. shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Oil, including, but not limited to any permit or license requirements of the United States Department of Commerce, 5.4 Authorizations. G.P. is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5.5 Title to City. G.P. warrants that title to Oil will pass to the City either by incorporation in the construction or upon the receipt of payment by G.P " whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Oil or any portion thereof will retain an interest therein or an encumbrance thereon, 5.6 Pavrnents to Third Parties, a.p. shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5,7 Warranty, 5.7.1 G,P.'sWarranties. a.p. warrants that all Oil will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Oil not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either G.P. or the City reveals that any portion of the Oil does not meet the City's specifications or the City identifies any defects in or damage to the Oil, G.P. shall promptly repair or replace any defective Oil; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Oil from that vendor, and obtaining another vendor to provide that Oil. G.P, shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Oil, including any and all damages caused to the City's existing equipment, storage and/or system and the Vernon Substation or the Malburg Project by the use of defective Oil provided by G,P. 5.7.2 Manufacturers' Warranties. a,p. shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, which shall commence for a period of 4 ten (10) years from the date the City receives the Oil under this Contract or the City's acceptance of the Oil being purchased hereunder, whichever occurs first. G.P. shall assist the City in the enforcement of all such warranties, 5,7.3 Warranty Period, G.P., at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Oil rejected by the City as defective or as failing to conform to this Contract ifreported to G,P. within the Warranty Period, The Warranty Period shall be the period from the date of Oil being delivered hereunder or from the date ofthe City's acceptance of the Oil being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty, The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Oil on the date the replacement was made, G.P.'s obligations hereunder shall include the obligation to repair' any damage to other property caused by the defective Oil or the repair thereof. G,P, shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Oil found to be defective or not in accordance with this Contract, or (b) the correction of any such Oil. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Contract and final completion of the delivery of the Oil and are in addition to, and not in lieu of, any and all other liability imposed upon G.P. by law with respect to G.P.ls duties, obligations and performance hereunder. 6. Indemnification. 6.1 G.P.'s Indemnity. To the fullest extent permitted by law, G.P. shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of G.P. or its employees or agents in the delivery of Oil under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this 5 Contract. The obligations in this Paragraph are in addition to G,P,'s duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by G.P, 6,2 Indemnity Process. The City shall notify G.P. in writing of any suits, claims or demands covered by this indemnity, Promptly after receipt of such notice, G.P, shall assume the defense of such claim with counsel reasonably satisfactory to City. If G,P.fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by G.P. would materi~lly and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of G.P. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the City's obligations to indemnify or defend, G.P, shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant <,>r plaintiff to the City, 7. Change Orders, The City reserves the right to make additions to or deletions froin the Oil being purchased under this Contract. All such changes shall be incorporated in written change orders executed by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery schedules and warranties, Any Oil or services added to this Contract under a Change Order shall be subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order, No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the Chief Executive Officer of the Light & Power Department. 8, Termination of the Contract. 8.1 Right of Termination, This Contract may be terminated by the City, with or without cause, upon at least fifteen (IS) calendar days' written notice delivered to G.P, 8.2 Termination bv City Without Cause. In the event of termination by the City without cause, G.P. shall be compensated for all Oil delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by G.P. directly attributable to termination which 6 could not reasonably have been avoided and for which G.P, is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Temiination Expenses"), Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 8.3 Termination by the City for Cause or by G.P. without Cause. IfG,P. breaches this Contract, the City shall notify G,P, in writing of said breach and if G.P. has not cured or begun reasonable , efforts to cure within fifteen (I 5) calendar days of delivery of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract on the 15th day following delivery of notice toG.P. for cause. G.P, shall be responsible for all direct and indirect costs due to the City's re-procurement of the equivalent of the Oil cancelled pursuant to this Paragraph 8.3. Ifthis Contract is terminated by the City with cause, or terminated by G,P. without cause, the City shall pay G.P. for all Oil delivered prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of G ,P. ' s default and for any reason described as a justification for a payment hold as set forth in Paragraph 4.3. 8.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, G.P, shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5,6,8, 9, 10, 11.2, 11.3, 11.4, 11.5 and 11.12 shall survive the termination of this Contract. 8.5 Delivery of Work Product and Documentation, Within three (3) business days after any termination of this Contract, G,P. shall deliver to the City all Work Product (as defmed in Paragraph 9) and all Documentation (as defined in Paragraph 4.1) pertaining to this Contract and any and all copies thereof, whether in the possession ofG,P. or a party engaged by G.P,; provided, however, that solely for its internal auditing purposes, G.P, may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10, G,P. shall also furnish all such information, take all such other . action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination ofG,P.'s duties and activities hereunder. 7 9 . Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for G.P., its officers, employees, agents in the course of performing the obtaining, delivering, and selling to the City the Oil sold under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to. G ,p, or to any other party. Work Product materials shall be delivered to City by G.P. as they are generated, 10, Confidential Information, 10.1 Access to Confidential Information, The City may provide G,P. or allow G.P. access to certain information not available to the public concerning the City or businesses located in the City. The information may include information regarding companies located in the City, tax information, utility usage, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by G.P, for any purpose other than to perform its duties hereunder. 10.2 No Disclosure. Except as expressly permitted by prior written consent of the City, G,P. 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, without the express prior written consent of an authorized representative of the City, G.P. 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 G.P. has delivered all Oil to be delivered pursuant to this Contract. G,P. hereby agrees that such Confidential Information and any documents provided may be used by G.P, only as authorized by the City. 10.3 Court Ordered Disclosure. G.P. shall immediately notify the City .of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. G.P, 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. 10.4 Excevtions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in G.P.'s possession prior to its acquisition from the City; received in good 8 faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through' no breach of confidential obligation by G,P. 10.5 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 any of the provisions of this Paragraph 10. G,P. acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages, 11, General Provisions, 11,1 Entire Agreement. This Contract, with Exhibits A and B, each of which is attached hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract may be amended or modified only by a written amendment signed by the parties, 11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 11.3 Arbitration. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation/any action in tort, shall be resolved exclusively, fmallyand conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc, (JAMS). Each party will select an arbitrator. Those two arbitrators will. then select a third. The three member panel will make the fmal decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties, Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 11.4 Attornevs' Fees. If either party institutes an action or legal proceeding arising out of or related to this Contract or the relationship of the parties or their rights or duties in connection with the matters set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 9 .. 11,5 Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party.to the other in writing. If there is any change in a party's address, that party shall give notice, in writing, to the other party indicating the addreSs change within five (5) business days. CITY: THE CITY OF VERNON Attn: Bruce V, Malkenhorst City Administrator 4305 Santa Fe Avenue Vemon, CA 90058-0805 G.P.: G,P. RESOURCES, INC. 19501 South Santa Fe Avenue Rancho Dominguez, CA 90221 Attn: John A. Zar, President 11.6 Status of G,P, At all times during the term of this Contract, G.P. shall be an independent contractor. Except as the City may specify in writing, G,P, shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. G.P. shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.7 Insurance. G,P. agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto,and incorporated by reference. G,P, shall submit to the City dOCumentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Contract. G.P, shall not commence performance of its work under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. G,P. shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has 10 worker's compensation coverage. G.P. employs subcontractors as part of the services rendered, G.P.'s protective coverage is required. G.P, may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 11.8 Operations Manager. The City's Operation Manager is Manuel G. Garcia. The City reserves the right, in the City's sole discretion, to replace Mr. Garcia as the City's Operations Manager upon notice to G.P, 11.9 Assignment and Subcontracting 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 be void and of no effect. 11.10 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case anyone or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 11.11 Time of the Essence,. Time is of the essence in the performance of this Contract. 11.12 Rights and Remedies, The City's rights and remedies under the Contract are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. III /11 III III III III III III II IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON ATTEST: .BY:~,(f' ----- - LEONIS C, MALB G, Mayor Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM By: Typed Name: t4 ./I1$. ~J&}1..- Title: ~.. vlUt ~ftOIJ~ By: -- P -p___ ~L ~ Typed Name: 5'~V,q. I Stt "i1-( Title: <:,t=o 12 , .... . J ; , , 1 ~ I I '. ...~ i . ! -"j - ---"." --&&_... tao.L ~~"'.'V '.eI U lJ :.! , . o OSNEkAL '.TllOLEUM .........--....---- i 1 -j ~ i 1 I . i 1 , 1 1 l Mr, Don Quiroz City of V emon--Power Plant March 10, 2005 .- Dear Don, As you l'eqt,!c=sted, this letter is to col1:1irnl Opts offer to supply Chevron GST 2300 ISO 32 in quantities of approximately 6,500 gallons ofhulk prod~t at $ 5.28 per gallon. At? part of the terms of~Elle. OP sball pIT,J'Vided at no ~hat'ge-QiI ai.1alysis test kits with pre.-paid rnaile:'R a~ weH as provide a rca.~onable period ~f time fof, unloading (Same day). I'll ~dditi()n, we' agl'ee to hold firm the price herein for a tenn of <5 months (March 1 to Sept. I, 2005) Drum pricing will be $ 5.88 per gallon for smaller deliveJies. We appreciate your continued. business and look fonvard to hearing from you soon, Best Reg~td8. 0;: .. ~~..~."~ ~~~ Goor;c Hopwood, Gov't Sf.ll~ _....._..-.r_._~ ..__..r..........__.._.___.____ 195n1 SC!UTH SANTA FE AVENUE, kANCliO DOMINQUEZ, iCALIFOIlNIA 90221 4l^'" Itce Clt.,." 03/14/05 MON 08: 16 rTX/lU NO 5525) ~002 03/31/05 THU 08: 55 [TX/RX NO 5671] raJ 002 ... ... O~~~O/200S 16:12 FAX 3108379231 Pecos/General Petro f1Jooz ...". CHEVRON Gsr<ID 2300 ISO 32, 46 Chevron !i=:= 'i -I J1 :i CUSTOMER BENEl:rTS Chevron GST 2300 deliver vftlve throUQh: · Outstanding oxidation stabtUty for tonv 3etvice al elevated t.emperBbKes . Reduce" sludge and v.rnish formation . Rapid water se')atation keeps weter In oil to a min- imum . Rust and ClOf'f'o$lon protection · High viscosity index assures minlmum viscosity change will temperature variations . Reststance to fo.n formatiofl prevents ~ overflow . Quick air releat;. minimizes the possibiiIy of pump cavitation in systems with high circulallon rates Md smal resefV()its FEATURES Chevron GST 2300 ols are designed 10 ~et the critical lubricalion~: of: · combined cycle It.lfbines · Ier~ hoavy duty induslriel 9t'S lulbines . gas eOO ste8m 1CIrblnes with loaded geNS They are an exccllent r~ation lor meny oU1er lnduslMf applications Induding air compression Chevron GST 2300 oils ere formuleted with ISOSYNfl) "se stocks Higher temperatura:i i'l advanced gas end steam "'f- , bines require a cir~ulatng q'Stem oil with exceptional high temperature lhermat stability. oxldaUon ~.nce and low sludgin9 potential. Chevron GST 2300 oIs have outstanding therm.' and oxidilltionstabllfty and exeeftent .eudge l::ontrol. COttosionlnhlbition protec;ts turbine shafts. geatS and lubrication sys~ parts tom COO'OSion end f\t$ling. Chevron GST 2300 oils have excelent water SepR bility dwaetertetics which allow Wlese oils 10 matntaln a high t:dm ~'" ooatilg on criClcaI weer poIntS of bea,. lngs and geM rGdLi<-MS and assure repfd removal of water contemlnalloll. Foam inhlblUorl pfe-o'ents sump overflow. ~2300"'''''_I.'''.~. . ~. rec:ommended foe- use in gas ood ...... steem lurbina with .nd witIloul loeded gearboxes, ii The fotlowing vtsoosIy gfades are foriYWlated to meet the spedl8d OEM requirements: : I I' CJ\eYron GST 2300 ISO 32 I - meets and exceeds ~.i I , - ~ne'" ea.etrIc GEK-32568f:GEK-101941A. GEK 28143A. GEK-465060. GEI<-27070 tl - SietMns TL V 9013 04 (R&O ~nd EP) - Siemens Westinghouse M sPec 551223 - Alstoln HTGO 90 t 17 (R&O eqd EP) - Solar ES 9-0224, Class" - Cincinnati Lamb P-38 - British Standal"d 469:1999 - DIN 51515. L-TD and L-TG - ASTM 04304-00. Type I and TyJ": n (EP) . Replaces Chevron GsT Oil EP I~ 32 Chevron GST 2300 ISO 46 . meets end e-~s - Siemens TLV 9013 04 (R&O 1M EP) - Alstollt HTGO 90 117 (R&O and EP) - Soler ES 9-224, caass " - Cindnnd Lamb P-55 - British Stan..ard 489:1ggg - DIN 51515.l.TOand L-TG .1 - ASTMD4304-00, Type I and Type II (EP) . Replaces Chevron OST Oil EP ISO 46 Do not ~ ,,, high pr.ssure systems In the vIcinily of flames. sperts. and hot ,Uffacea, Use only in wet ventI- lated areM. Keep conlainer closed, 'I ' 00 not use In bfealhing air epparatuS;or medical equip- ment ~I '; C2OO4 Chevron Ptoduds Company. . dMsiM of Chevlllft U,S.A tic. AI righ'S roSefVed. ,(h.y~~ ',:ompM\)f 20"'y2004 ~ ... . .t ~ \"'j EXHmIT B ~ . J. . . .. INSURANCE SCHEDULE G,P, shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 1. Coverage and Limits Bodily Injury Property Damage Each Person Each Accident Each Accident Hazards Automobile Liability Owned Automobiles Hired Automobiles Non-Owned Automobiles W orkersl Compensation Employersl Liability $ 500,000 $ 500,000 $ 500.000 $ Statutory $1.000.000 per employer n. Liability General Liability Premises Operations Independent Contractor Products - Completed Operations Contractual Liability Umbrella Liability $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $2.000.000 $1,000,000 $1,000,000 $1.000.000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2.000.000 $2.000.000 $ 500,000 $ 500,000 $ 500.000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $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: I. 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 City. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary. EXHIBIT "B"