Resolution No. 88131
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RESOLUTION NO. 8813
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND MCHALE PERFORMANCE FOR PERFORMANCE
TESTING NECESSARY FOR THE COMMISSIONING OF THE
MALBURG GENERATING STATION
WHEREAS, the City of Vernon ( "City ") is constructing a 134 MW
Combined Cycle Power Plant, the Malburg Generating Station (the
"Malburg Project "), for the purpose of installing additional generating
capacity that will yield an efficient, cost - effective, and reliable
source of electric generation to the City's inhabitants; and
WHEREAS, on July 16, 2003, the City Council of the City of
Vernon adopted Resolution No. 8252 with the intention of expediting the
purchase of supplies and services for the Malburg Project; and
WHEREAS, in order to meet the California Energy Commission
guidelines for Plant Certification, the City has determined that it
needs a consultant to perform a third party test to measure plant
performance to ensure that the plant will deliver the energy needed to
satisfy all of the contractual obligations engaged in by the City
(collectively, the "Performance Testing Services "); and
WHEREAS, by memo dated July 13, 2005, Donal O'Callaghan,
Acting Director of Light & Power, recommended that the City retain the
services of McHale Performance to provide the Performance Testing
Services for the Malburg Project; and
WHEREAS, the City has determined that McHale & Associates,
Inc. ( "McHale ") possesses the technical knowledge and expertise to
furnish the Performance Testing Services required by the City; and
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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 McHale.
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
authorizes the City Attorney, or his designee, to take all steps
necessary and appropriate to enter into an agreement with McHale to
provide the Performance Testing Services for the Malburg Project.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Attorney, or his authorized designee, to execute
said contract services agreement for, and on behalf of, the City of
Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement to:
/ / /
McHale & Associates, Inc.
Attn. Patrick M. McHale, P.E., President
1635 235th Avenue SE
Sammamish, WA 98075 -8115
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SECTION 5: The Acting 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 20TH day of July, 2005.
ATTEST:
/ 4_ d... 0 --.
c
LEONIS C.
BURG, Mayor
BRUCE V. MALKENHORST, Acting City Cle , BRUCE V. MALKENHORST JR.
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, Acting City Clerk of the City of Vernon,
do hereby certify that the foregoing Resolution, being Resolution No.
8813, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, July 20,
2005, and thereafter was duly signed by the Mayor of the City of
Vernon.
(SEAL)
BRUCE V. MALK HORST JR., ACTING CITY CLER
SUPPORTING
DOCUMENTS
SERVICES AGREEMENT
This AGREEMENT ( "Agreement ") 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/2111 day of- August, 2005, in the City of Vernon,
County of Los Angeles, California. ;tier-
BY AND BETWEEN
AND
CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
McHALE & ASSOCIATES, INC., an
independent contractor, hereinafter
referred to as the "Contractor"
1635 235th Avenue SE
Sammamish, Washington 98075 -8115
RECITALS
WHEREAS, the City has determined to retain the services of an
independent contractor to perform a third party test to measure the Malburg Generating
Station's performance in order for the City to meet the California Energy Commission
guidelines for Plant Certification; and
WHEREAS, Contractor has prepared a proposal dated April 13, 2005, for
the Services, a copy of which is attached hereto as Exhibit A and incorporated by this
reference (the "Proposal "); and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Services that the
City requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the plant performance test has been bid, and Contractor's
cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide the plant performance test for the Malburg Generating Station on a contract
basis as defined in the terms and conditions set forth below.
Page 1 of 19
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on cF.prEnvsFe. IS ZO 5 , and
will continue in effect until such time as the City receives a final report of the plant
performance test for the Malburg Generating Station or until terminated as
provided in this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
"Contractor" shall mean McHale & Associates, Inc. and where applicable,
its affiliated companies, and its officers, directors, employees,
representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 4.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
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G. "Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know -how obtained during the
Work, except information falling into any of the following categories:
1. Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's, or
any entity within Contractor's control, breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor from a third party who is lawfully in possession of
such information and not subject to a contractual or fiduciary
relationship to City with respect to said information and who does
not require Contractor to agree to refrain from disclosing such
information to others.
I. "Subcontractor" shall mean any first or lower -tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
J. 'Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time to time by City under this Agreement.
Page 3of19
SECTION 3. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor's Services shall include, but will not be limited to performing a third
party test to measure the Malburg Generating Station's performance in order for
the City to meet the California Energy Commission guidelines for Plant
Certification. The Contractor's Services are more specifically detailed in the
Proposal attached hereto as Exhibit "A" and incorporated herein by this
reference.
3.02. Contractor shall be responsible for traffic control on the Work site when
necessary and shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, and personnel.
Change of Services
3.03. City may at any time, by written change order executed by the City Clerk, make
changes only to extend the Work duration and total compensation of Contractor's
Work. Changes in the scope of Work, or duties and obligations, shall be
authorized only by the City.
3.04. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. Contractor is entitled to a Change Order only
if City imposed Changes materially affect the performance of the Work. A form of
Change Order is set forth in Exhibit "B" attached hereto and incorporated by
reference.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end at such time as the City
receives a final report, in a form acceptable to the City, of the third party test to
measure the Malburg Generating Station's performance in order for the City to
meet the California Energy Commission guidelines for Plant Certification, unless
this Agreement is otherwise terminated according to Section 6 of this Agreement
or extended according to the conditions and terms set forth in this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
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Method of Performing Services
3.07. Contractor will determine and is responsible for the method, details, and means
of performing the above- described Services.
Status of Contractor
3.08. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
3.09. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
3.11. Payroll taxes including federal, state and local taxes shalt not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
3.12. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
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SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in
Section 3 of this Agreement, City agrees to pay Contractor the sum of Eight Two
Thousand Six Hundred Twenty and no /100 Dollars ($82,620.00) (the "Contract
Price ").
Entire Compensation &
4.02. The Contract Price is full and complete compensation, and con titutes the entire
compensation due Contractor for the Services and any and all f Contractor's
obligations hereunder, regardless of difficulty, unforeseen cir mstances, hours
worked or equipment, materials or personnel required. The ontract Price
includes without limitation compensation for applicable taxe , customs duties,
fees, overhead, profit, travel time to and from the Premises and all other direct
and indirect costs incurred or to be incurred by Contractor hereunder. The
Contract Price set forth above is not subject to escalation for any reason except
as expressly set forth in this Agreement. No adjustments in compensation shall
be made as a result of changes in the value of any currency. The Contract Price
shall only be adjusted by formal, written Change Order or amendment to this
Agreement.
Payment of Compensation
4.03. For Services rendered under Section 3 of this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion
of Work and within forty -five (45) days of aesegtanee- el- of an invo.
prepared in accordance with City requirements. rEe 441,,77 / f
4.04. Contractor shall be responsible for paying any subcontractors used in the `--
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City Clerk.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.03 and 3.04 of this Agreement. Compensation
adjustments in each such change order shall be established by one or more of
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the following bases, as determined by City: (a) a lump sum price to be negotiated
between the parties; or (b) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and of the
City for all Work performed. Substandard Work, as determined solely by the
City, shall be redone at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting services including, but not limited to, manuals,
documents and /or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
5.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
5.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
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5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Underground Liability, with a minimum combined single limit
of $2,000,000 per occurrence.
Comprehensive Automobile Insurance, including, but not limited to, all
owned, non -owned or hired vehicles with a minimum combined single limit
of $1,000,000 per occurrence for bodily injury and property damage.
D. Excess Liability Insurance with limits of $2,000,000. Such evidence of
insurance can either be through the primary insurance coverages or
through an excess policy. Such insurance shall at all times be on an
occurrence form and provide policy conditions as broad as those required
in the primary insurance.
5.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor 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 Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City.
5.08. Contractor 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 worker's compensation coverage. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
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under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Contractor 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 attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agents under this Agreement, 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 Agreement. The obligations in this Paragraph are in addition
to Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
5.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor also represents that
it is experienced in performing and competent and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement.
5.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
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5.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
5.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
5.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time
Work Injury
5.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, inspection and Audit
5.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
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completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
5.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities, to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
5.19. Contractor agrees that all Services provided will be conducted by the principal
and competent staff members, if any, under the supervision of the principal, and
that Services will be performed and rendered diligently. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
5.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor 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 director 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 Contractor
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 Contractor. Notwithstanding the above, if the City in its sole
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discretion so elects, City may also participate in the defense of such actions by
employing counsel at its expense, without waiving the Contractor's obligations to
indemnify or defend. Contractor 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.
Treatment of Confidential and Proprietary Information
5.21. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
5.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.23. Except as expressly permitted by prior written consent of the City, Contractor
and /or its subcontractors 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. Contractor and /or its
subcontractors 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 Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and /or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non - disclosure requirement.
5.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
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considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
5.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.27. Contractor shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair Labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
5.28. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Contractor.
5.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
5.30. Upon City's request, or as needed, Contractor shall meet with City staff and
supply periodic written progress reports in order to provide information
concerning the current status of Services being performed by Contractor under
this Agreement.
Page 13 of 19
Contractor's License Classification
5.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final report of the third
party test to measure the Malburg Generating Station's performance in order for
the City to meet the California Energy Commission guidelines for Plant
Certification, unless otherwise extended according to the terms and conditions
set forth in this Agreement.
Non- Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor and such termination shall be effective in the manner
specified in such notice and shall be without prejudice to any claim that either
party may have against the other. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Services performed
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
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
( "Termination Expenses "). Termination Expenses shall not include lost profits,
lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
Page 14 of 19
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor shall not be entitled to damages for Toss of profits for the
unexecuted portion of the Work or any other damages because of such
termination or reduction.
Page 15 of 19
SECTION 7. GENERAL PROVISIONS
Notices
7.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (retum receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent.
Mailed notices will be deemed communicated as of the day of receipt or the third
(3rd) day after mailing, whichever occurs first.
Contractor — McHale &
Associates, Inc.
Attn: Michael P. McHale
1635 235th Avenue SE
Sammamish, WA 98075
Fax: 425- 557 -8377
Telephone: 425 - 557 -8758
City - City of Vernon
Attn: Bruce V. Malkenhorst, Jr.
Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 323 - 826 -1438
Telephone: 323- 583 -8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding. No amendment or change in the provisions of this
Agreement shall be made, except in a formal written amendment signed by
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. Each party represents and
warrants that it has read and fully familiarized itself with this Agreement, and that
such party has been fully authorized to sign this Agreement.
Page 16 of 19
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits "A" and "B," which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators ") under the auspices of Judicial Arbitration & Mediation Services, Inc.
( "JAMS "). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice ") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
Page 17 of 19
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and /or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the California
Code of Civil Procedure Section 1286.2. The validity and enforceability of the
decision of the Arbitrators is to be determined exclusively by the California
courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this
Agreement 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,
lightning, 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 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.
7.08. Except as may otherwise be specifically provided herein, this Agreement may
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
Page 18 of 19
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
Executed at , California, on
City:
City of Vernon ATTEST:
Name: Leonis C. Malburg, Mayor
Date:
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Contractor:
McHale & Associated, Inc.
Bruce V. Malkenhorst, Jr., Acting City Clerk
Named t'€ Nat ie IM (' !'1J A £r
Title: Title: S'(
Date: ' Date: / G'
Page 19of19
RISK MANAGEMENT OFFICE
INTER - DEPARTMENT MEMORANDUM
DATE: November 10, 2005
TO: Nelly Giron, Deputy City Clerk
FROM: Willard G. Yamaguchi, Acting Risk Manager
RE: McHale & Associates, Inc.
Please be advised that the above referenced has provided
acceptable insurance.
Attached for your retention are original insurance certificates
and related policies, declarations and /or endorsements for the
above - referenced insured that were "issued by:
• James River Insurance (General Liability & Excess /Umbrella
Liability)
• Hartford Insurance Group (Automobile Liability)
• ACE Property & Casualty Ins Co (Worker's Compensation)
This concerns Resolution No. 8813, Agreement File No. 05 -088.
WY /kr
cc: Donal O'Callaghan
ACORD. CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
11/07/2005
PRODUCER (425)454 -3386 FAX (425)451 -3716
Arthur 3 Gal 1 agher Ri sk Management Services, Inc
P.0. Box 367
Bellevue, WA 98009 -0367
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POIJCIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC #
INSURED McHale & Associates, Inc.
1635 235th Avenue SE
Sammami sh, WA 98705
INSURER A: James River Insurance
POLICY EXPIRATION
DATE IMMIDWYYI
INSURER B: Hartford Insurance Group
A
INSURER C: Ace Property & Casualty Ins Co
GENERAL
INSURER D:
00010757
INSURER E:
07/01/2006
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. —
LTR
AD RG
TYPE OF INSURANCE
POLICY NUMBER
EFFECTIVE
DATE IMINDDIYYI
POLICY EXPIRATION
DATE IMMIDWYYI
u S
A
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
00010757
07/01/2005
07/01/2006
EACH occuRRENCE
$ 1,000,000
DAMAGE TO RENTED
PREMISES (Ea nceurenrn)
$ 50,000
X
ICLAIMS MADE I X I OCCUR
MED EXP (My one Iron)
$ Excluded
PERSONAL & ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
POLICY I—I !EC (-I LOC
PRODUCTS - COMP/OP AGG
$ 2 ,000 ,000
—1
B
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
52UECTQ7605
07/01/2005
07/01/2006
COMBINED SINGLE LIMIT
(Ea accident)
$
1,000,000
BODILY INJURY
(Per person)
$
X
BODILY INJURY
(Per accident)
X
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
AUTO ONLY: AGG
$
A
EXCESSIUMBRELLA LI*BIUTY
00010741
07/01/2005
07/01/2006
EACH OCCURRENCE
$ 5,000,000
AGGREGATE
$ 5 ,000 ,000
—I OCCUR CLAIMS MADE
$
DEDUCTIBLE
RETENTION $
$
$
E
WORKERS
EMPLOYERS'
ANY
OFFICER/MEMBER
I
SPECIAL
COMPENSATION AND
LIABILITY
PROPRIETOR/PARTNER/EXECUTIVE
EXCLUDED?
describe under
PROVISIONS below
C43 79839A
07/31/2005
07/31/2006
X 1 ToRV uMITS 1 rER
E.L. EACH ACCIDENT
$ 1,000 ,000
E.L DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMB
$ 1,000,000
OTHER
DESCRIPTION
The
the
by
OF OPERATIONS 1 LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS
City of Vernon is included as an additional insured but only as respects the operation of
named insured per policy endorsement AP2009US 06 -05 Additional Insured as Required
Contract - copy attached.
GtK 1 II-ILA 1 t I1UwtKC
City of Vernon
Attn: Risk Management
Attn:
4305 Santa Fe Avenue
Vernon, CA 90058
�^••��• • •••••■
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LABILITY
OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
Julie Epperson /JOANNE
ACORD 25 (2001/08)
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED AS REQUIRED BY
WRITTEN CONTRACT
This endorsement modifies insurance provided under the following:
ALL COVERAGE PARTS
SECTION 11- Who Is An Insured is amended to include any person or organization you are
required to include as an additional insured on this policy by written contract or written agreement
in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or
"property damage."
The insurance provided to the Additional Insured under this endorsement is limited as follows:
1. The person or organization is only an additional insured with respect to liability arising
solely out of "your work" or "your product" which is imputed to the Additional Insured.
2. In the event that the Limits of Insurance provided by this policy exceed the Limits of
Insurance required by the written contract or written agreement, the insurance provided by
this endorsement shall be limited to the Limits of Insurance required by the written contract
or written agreement. This endorsement shall not increase the Limits of Insurance stated in
the Declarations.
3. This insurance does not apply to "bodily injury" or "property damage" arising out of "your
work" or "your product" included in the "products — completed operations hazard" unless
you are required to provide such coverage by written contract or written agreement but only
for the period of time required by the written contract or written agreement and only for
"bodily injury" or "property damage" that occurs during the policy period arising out of "your
work" or "your product ".
4. Any coverage provided by this endorsement to an Additional Insured shall be excess over
any other valid and collectible insurance available to the Additional Insured whether
primary, excess, contingent or on any other basis unless a written contract or written
agreement specifically requires that this insurance apply on a primary or noncontributory
basis.
5. Where no coverage shall apply herein for the Named Insured, no coverage or defense shall
be afforded to the Additional Insured.
6. This insurance does not apply to "bodily injury" or "property damage" arising out of the sole
negligence of the Additional Insured.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.
AP2009US 06-05 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
POLICY CHANGES - MIDTERM CHANGES
POLICY NUMBER
00010757 -0
POLICY CHANGES COMPANY
EFFECTIVE
7/25/2005 12:01 AM
Standard Time at the
address of the Named
Insured
Policy Change
Number 02
James River Insurance Company
NAMED INSURED AUTHORIZED REPRESENTATIVE
McHale & Associates Inc Michael P. Kehoe
COVERAGE PARTS AFFECTED
ALL COVERAGE PARTS
CHANGES
In consideration of a fully- earned additional premium of $2,500.00, it is hereby understood and agreed that the
following forms are added to this policy:
AP2009US 06 -05 - Additional Insured As. Required By Written Contract
AP5004US 12 -03 — Waiver of Subrogation As Required By Contract
AP5012US 12 -03 — Policy Limitation Amended Aggregate Limits of Insurance Per Project
ALL OTHER TERMS & CONDITIONS OF THE POLICY REMAIN UNCHANGED.
Authorized Representative Signature
Fee
-= Tex
7-
i;tping Fee
I, ;:,sction Fee
IL 12 01M 04 -03 Page 1 of 1
SCHEDULE A
FORMS AND ENDORSEMENTS THAT APPLY TO THIS POLICY:
POLICY NO. 00010757 -0
FORM NUMBER DESCRIPTION
„MC0001 US -0403
„GC0001 US -0304
ZG0001 -1001
,AP01000S -0403
■AP2022US -0405
;,AP2103US -0504
,AP2104US -0403
;AP2105US -1103
vAP2107US -0403
LAP2108US -0403
.4e(P2111 U S -0403
AP2112US -0804
\AP2115US -1103
,AP2117US -0205
tAP23000S -0604
;AP5018US -0604
CG0435-0202
,CG2134 -0187
£G2136 -0196
LCG2154 -0196
,CG2167 -0402
;£2288 -0798
,GC2131 US -0403
AL0021 -0702
11L0998R -0504
MC2105US -0403
AC2113US -0403
41C2120US -0403
IC2126US -0403
vMC2137US -0403
., MC2139US -0403
LMC2162US -0403
:,MC2239US -1004
Commercial General Liability Declarations
Schedule A
Commercial General Liability Coverage Form
Privacy Policy
Malware Exclusion
Minimum Policy Premium
Common Policy Conditions
Combined General Endorsement
Binding Arbitration
Defense Within Limits of Insurance
Exclusion - Punitive Damages
Terrorism Exclusion
Punitive Damage - Alabama Exclusion
Hot Work Endorsement
Composite Rate Endorsement
Exclusion - Work Performed in New York State
Employee Benefits Liability Coverage
Exclusion - Designated Work
Exclusion - New Entities
Exclusion - Designated Operations Covered By A Consolidated (Wrap -Up)
Insurance Program
Fungi or Bacteria Exclusion
Professional Liability Exclusion - Electronic Data Processing Services and
Computer Consulting or Programming Services
Fiduciary Exclusion
Nuclear Energy Liability Exclusion Endorsement (Broad Form)
Terrorism Disclosure of Premium Through 12/31/05 for Certified Acts of Terrorism
Coverage (Reject)
Deductible Endorsement
Exclusion - Employees of Independent Contractors
Exclusion - Subsidence
Premium Base Endorsement
Exclusion - Explosion, Collapse adn Underground Property Damage Hazard
(Specified Operations)
Exclusion - Coverage C - Medical Payments
Stop Gap Liability Coverage Endorsement
Exclusion - Welding
GC0001US 03-04 1 of 1
COMMERCIAL GENERAL LIABILITY DECLARATIONS
JAMES RIVER INSURANCE COMPANY
7130 GLEN FOREST DRIVE, SUITE 210
RICHMOND, VA 23226 -3754
1. NAMED INSURED AND MAILING ADDRESS:
McHale & Associates Inc
1635 235th Ave SE
Sammamish, WA 98075
POLICY NUMBER
00010757 -0
PRODUCER: 14392
Swett & Crawford (Seattle) _
600 Stewart Street;. St{tt6 is registered and detiered as a surpi.
Seattle, WA he coverage under me insurance code of he stc'` 4
98101 `•: ushingcr:. enacted in 1947. R is not issuea by c
ormpany regulated by Ine washington State Insaru .
C_;mrnissioner and is not protected by any Wcsnh, g
Stn`s Guaranty Fund Law."
2. POLICY PERIOD: From 07/01/2005 to 07/01/2006 12:01 A.M. Standard Time at W8iv674#94i9dress
above.
IN RETURN FOR THE PAYMENT OF THE PREMIUM, IN RELIANCE UPON THE STATEMENTS IN THE
APPLICATION(S) AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO
PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Service Fee coz.1'. OD
State Tcv< An--5°
LIMITS OF INSURANCE
$
$
EACH OCCURRENCE LIMIT
DAMAGE TO PREMISES
RENTED TO YOU LIMIT
MEDICAL EXPENSE LIMIT
MEDICAL EXPENSE AGGREGATE
PERSONAL & ADVERTISING INJURY LIMIT
GENERAL AGGREGATE LIMIT
IPRODUCTS /COMPLETED OPERATIONS
AGGREGATE LIMIT
1,000,000
50,000
Any one premises
Excluded Any one person
Excluded
Stcrnping Fee cEz3 9b
Inspection Fee 9'! °6
Any one person or organize-
1,000,000 ton
2,000,000
1,000,000
"SERVICE FE-
RETROACTIVE DATE (CG 00 02 ONLY)
THIS POLICY IS ON A CLAIMS -MADE AND REPORTED BASIS WHICH PROVIDES LIABILITY COVERAGE
ONLY IF A CLAIM IS FIRST MADE AND REPORTED DURING THE POLICY PERIOD OR ANY APPLICABLE
EXTENDED REPORTING PERIOD. THIS INSURANCE DOES NOT APPLY TO "BODILY INJURY",
"PROPERTY DAMAGE" OR "PERSONAL AND ADVERTISING INJURY" WHICH OCCURS BEFORE THE
RETROACTIVE DATE, IF ANY, SHOWN BELOW.
RETROACTIVE DATE:
(ENTER DATE OR "NONE" IF NO RETROACTIVE DATE APPLIES)
DESCRIPTION OF BUSINESS
FORM OF BUSINESS: Corporation
BUSINESS DESCRIPTION: Engineering & consulting firm that has some equipment rental operations
MC0001 US 04 -03 Page 1 of 3
RECEIVED
JUL 21 2005
COMMERCIAL EXCESS LIABILITY POLICAJG & CO OF WA
DECLARATIONS
JAMES RIVER INSURANCE COMPANY
7130 GLEN FOREST DRIVE, SUITE 210
RICHMOND, VA 23226-3754
ITEM 1. NAMED INSURED AND MAILING ADDRESS:
McHale & Associates Inc
1635 235th Ave SE
Sammamish, WA 98075
POLICY NUMBER:
00010741-0
PRODUCER: 14392
Swett & Crawford (Seethe)
600 Stewart Street, Suite 300
Seattle, WA 98101
ITEM 2. POLICY PERIOD: From: 07/01/2005
12:01 A.M. Standard Time at your mailing address
ITEM 3. BUSINESS DESCRIPTION: Corporation
ITEM 4. LIMITS OF INSURANCE:
To: 07/01/2006
A. Each Occurrence $ 4,000,000
B. Annual Aggregate $ 4,000,000
ITEM 5. SCHEDULE OF UNDERLYING INSURANCE:
See attached Schedule B — Schedule of Underlying Insurance
ITEM 6. PREMIUM COMPUTATION:
Annual Premium $ 10,500.00
Policy Minimum Premium $ 2,625.00
ITEM 7. ENDORSEMENTS ATTACHED TO THE POLICY AT INCEPTION:
See attached Schedule A — Schedule of Forms
ITEM 8. RETROACTIVE DATE: N/A
accdract is registered and delioered as o surpL
Ine coverage under the tsixince code of the Statr .1
.vfx.nington, enacted in 1947. II is not issued by a
c..P pow regulated by the Washington State Insurana,
C.11,mr-zsioner ono is not protected by any Washington
Slue Guaranty Fund Law."
SWETT & CRAWFORD
XC0001US 05-04 Page 1 of 1
Service Fee
State Tax 12-6,
Stamping Fee
Inspection Fee
"SERVICE FEE FULLY r:
,L. • r'"r:D
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
POLICY CHANGES
Policy Change
Number 1
POLICY NUMBER
00010741 -0
POLICY CHANGES
EFFECTIVE
07/01/05 12:01 AM
Standard Time at the
address of the Named
Insured
COMPANY
`
James River Insurance Company
NAMED INSURED
AUTHORIZED REPRESENTATIVE
McHale & Associates Inc
Michael P. Kehoe
COVERAGE PARTS AFFECTED
ALL COVERAGE PARTS
CHANGES
In consideration of an additional premium of $ 1,500, it is hereby understood and agreed that form
XC0001 US 04-03, Commercial Excess Liability Policy Declarations is amended as follows:
Item 4. Limits of Insurance:
A. Each Occurrence - $ 5,000,000
B. Annual Aggregate - $ 5,000,000
All other terms and conditions of the policy remain unchanged.
1
. .::::......_ . ..:..........:...:.
State Tcix
Stamping Fee
Inspection Fee
10201 04-03 Page 1 of 1
Authorized Representative Signature
RECEIVED
JUL 21 2005
AJG &CO OF WA
Best's Rating Center - Company Information for James River Insurance Company Page 1 of 2
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James River Insurance Company
(a member of James River Insurance Group)
A.M.Best #: 12604 NAIC #:12203 FEIN 8: 222824607
Address: 7130 Glen Forest Drive, Suite
210
Richmond, VA 23226
Assigned to companies that
have, in our opinion, an
Phone: 804-289-2700
excellent g ability o meet their
ongoing obligations to
Fax: 804-289-2703 policyholders.
Web: www.jamesriverins.com
Best's Ratings
Financial Strength Ratings View Definitions
Rating: A- (Excellent)
Financial Size Category: VII ($50 million to $100 million)
Outlook: Stable
Action: Affirmed
Effective Date: June 16, 2005
* Denotes Under Review Best's Ratings
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Best's Company Report - indudes Best's Financial Strength Rating and rationale along witl
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Report Revision Date: 06/20/2005 (represents the latest significant change).
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Data Status: 2005 Best's Statement File - P /C, US. Contains data compiled as of 10/2/2005
Checked).
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Data Status: 2003 Financial Data (Quatity Cross Checked).
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http:// www3 .ambest.com/ratings/FullProfile. asp? B1 =0 &AMBNum = 12604 &A1tSrc= l &Alt... 11/3/2005
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
November 15, 2005
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
4305 Santa Fe Avenue, Vernon, California 90058 SHARON L. DUCKWORTH
Acting City Treasurer
telephone (323) 583 -8811
McHale & Associates, Inc.
Attn: Patrick M. McHale, P.E., President
1635 235th Avenue SE
Sammamish, WA 98075 -8115
Re: Services Agreement
Dear Mr. McHale:
The insurance requirements have been met. Transmitted herewith is a
fully executed contract as referenced above, approved by City Council
on July 20, 2005, through Resolution No. 8813.
If you have any questions regarding this matter, please call Mr. Donal
O'Callaghan at 323/583 -8811 ext. 834.
NG:dr
CC:
Donal O'Callaghan
Dolores Jaunzemis
Resolution No. 8813
Agreement File No. 05 -088
truly yours,
Nelly Gi'o
Deputy City Clerk
TxctugiveIi Wndugtrii[
7.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
Executed at Vernon
City:
City of Vemon
, California, on
am - : Leonis C. Malbirg, May
Date: 10/2oloS
APPR VED AS TO ORM:
Eric T. Fres , City Attor
Contractor:
McHale & Associates, Ir}�
Name:%)1 /Y9t
Title: 11e
Date: Y//:-Or-
ATTEST:
Bruce V. Malkenhorst, Jr., Acting City Clerk
ame:
Title:
Date:
Page 19 of 19