Resolution No. 89841 RESOLUTION NO. 8984
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3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
4 A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND GENERAL PUMP COMPANY, INC. RELATING TO
5 WELL EVALUATION
6 WHEREAS, the City of Vernon needs the services of a
7 contractor to perform a detailed analysis of the City's Well No. 14
8 production facility located at 2800 Soto Street under dynamic (well
9 operating) conditions to assess the location of sand production,
10 review general water quality throughout the perforated interval of the
11 Well and make recommendations to decrease sand production and minimize
12 iron and manganese production from the Well; and
13 WHEREAS, in the past, General Pump Company, Inc. ("General
14 Pump") has performed other emergency repair services for the City
15 relating to water production and distribution related equipment for
16 the Community Services & Water Department and is familiar with the
17 City's wells and booster motor pumps; and
18 WHEREAS, the City's Community Services & Water Department
191 believes that General Pump is the only vendor that can provide the
20 necessary evaluation services meeting the Department's specifications
21 and requirements; and
22 WHEREAS, the Director of Community Services and Water has
23 recommended that an agreement with General Pump be approved and
24 executed; and
25 WHEREAS, the City Council of the City of Vernon has
26 determined that, pursuant to the provisions of subsection (a) of
27 Section 2.27 of the Vernon City Code, it is in the public interest and
28 necessity to enter into an agreement with General Pump.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement with General Pump, a copy of which is
attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Agreement for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
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:
General Pump Company, Inc.
Attn. Geoffrey A. Bates, Project Manager
159 N. Acacia St.
San Dimas, CA 91773
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 22nd day of March, 2006.
ATTEST -
( --�
BR CE V. MALKENHORST, JR.
Act ity Clerk
LE NIS C. MMBURG, Nayor
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
)
ss
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City
of Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 8984, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, March 22, 2006, and thereafter was duly signed by the Mayor
of the City of Vernon.
BRUC V. MALKENHORST, JR.
ng City Clerk
(SEAL)
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EXHIBIT
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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 23'd day of March 2006, in the City of Vernon, County of Los Angeles,
California.
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as the
"City"
4305 Santa Fe Avenue
Vernon, California 90058
GENERAL PUMP COMPANY, INC., an
independent contractor, hereinafter referred
to as the "Contractor"
159 North Acacia Street
San Dimas, California 91773
RECITALS
WHEREAS, the City has determined to retain the services of an independent
contractor to perform an evaluation of the City of Vernon's Well No. 14 under dynamic (well
operating) condition in order to determine a proper means of repair; and
WHEREAS, Contractor has prepared a proposal dated October 4, 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 evaluation 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 evaluation of the City of Vernon's Well No. 14 under dynamic (well operating)
condition in order to determine a proper means of repair on a contract basis as defined in the
terms and conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Page 1 of 17
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on March 23, 2006 and will continue in effect
until the Services are completed 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:
• "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.
• "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 General Pump Company, Inc. and where applicable, its
affiliated companies, and its officers, directors, employees, representatives and
agents.
• "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.
• "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.
"General Provisions" or "General Conditions" shall mean the General Provisions
as set forth in this Agreement.
"Premises" shall mean the physical premises under City's control or ownership
where Work hereunder is to be performed.
"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,
Page 2 of 17
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.
"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.
"Work" or "Services" shall mean the work performed by Contractor and required
to be performed from time to time by City under this Agreement.
SECTION 3. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor agrees to perform an evaluation of the City of Vernon's Well No. 14 under
dynamic (well operating) condition in order to determine a proper means of repair. 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.
Page 3 of 17
Change of Services
3.03. City may at any time, by written change order executed by the City, 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. 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 after a period of one (1) year, 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.
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.
Page 4 of 17
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 shall 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.
SECTION 4. COMPENSATION
4.01. Consideration for the Services to be performed by Contractor, described in Section 3 of
this Agreement, City agrees to pay Contractor the amount of Thirty Two Thousand Eighty
Six Dollars ($32,086.00) (the "Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Services and any and all of Contractor's obligations
hereunder, regardless of difficulty, unforeseen circumstances, hours worked or
equipment, materials or personnel required. The Contract Price includes without
limitation compensation for applicable taxes, 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
4.01 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
thirty (30) days of acceptance and approval of an invoice prepared in accordance with
City requirements.
Page 5 of 17
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
Administrator.
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 9f 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 City Standards
& Details for all Work performed. Substandard Work, as determined solely by the City,
shall be redone at the expense of the Contractor.
5.02. Contractor is responsible for damage resulting from performing repair and clean- up of
the affected area.
5.03. City shall not be responsible for the accuracy or completeness of information or data
shown on the City's water, sewer, or storm drain system base maps or any other utility
information. Contractor shall have full responsibility for reviewing and checking all such
information and data, for calling Underground Service Alert, for locating all underground
utilities, for coordinating the Work with owners of such underground utilities during
repairs, for the safety and protection thereof and repairing any damage thereto resulting
from the Work, the cost of which will be considered as having been included in the
Contract Price. Contractor shall take all possible precautions for the protection of
unforeseen utility lines to provide for uninterrupted service and to provide such special
protection as may be necessary. All paved areas, including curb, gutter, and sidewalk, cut
or damaged during construction, shall be replaced with similar material of equal thickness
to match the existing adjacent undisturbed areas.
Page 6 of 17
5.04. Contractor will perform the Services under this Agreement on City's Premises during
regular business hours or as directed by the City.
Liability Insurance
5.05. 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.
5.06. 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.
5.07. 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.
5.08. 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.
Page 7 of 17
C. 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.
5.09. 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.
5.10. 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 under its own policy or shall furnish separate
insurance for each subcontractor, meeting the requirements set forth above.
Representations
5.11. 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.
5.12. 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
Page 8 of 17
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.
5.13. 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.
5.14. 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.
5.15. 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.
5.16. 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.
5.17. 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
5.18. 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
Page 9 of 17
employees, subcontractors, representatives or other personnel, or out of the failure to
furnish such facilities or assistance.
Records, Inspection and Audit
5.19. During the course of Work being performed, Contractor and any of its subcontractors,
shall maintain and retain, not less than three (3) years after 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
5.20. 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
5.21. 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
5.22. 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 direct or indirect conflict of interest exists between the parties with respect to
Page 10 of 17
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 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
5.23. 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.
5.24. 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.
5.25. 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.
5.26. 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
Page 11 of 17
located in City, shall be 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.
5.27. 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.
5.28. 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
5.29. 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.
5.30. 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.
5.31. 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 Section 5.29 and 5.30 of the Agreement.
Progress Reports
5.32. Contractor shall meet with City staff, upon City's request, or as needed, in order to
provide reports or information concerning the Services being performed by Contractor
under this Agreement.
Contractor's License Classification
5.33. Contractor shall possess a valid Class A General Engineering Contractor's license for the
duration of this Agreement.
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SECTION 6. TERMIlVATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section or unless otherwise extended
according to the terms and conditions set forth in this Agreement, this Agreement will
continue in effect until the Services are completed.
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.
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
Page 13 of 17
of this paragraph, material breach of this Agreement includes, but is not limited to, the
following:
D. 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
E. 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 loss of profits for the unexecuted portion
of the Work or any other damages because of such termination or reduction.
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 (return 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 (3 d) day after mailing,
whichever occurs first.
Contractor - General Pump Company
Attn: Geoffrey A. Bates,
Project Manager
159 North Acacia Street
San Dimas, CA 91773
Fax: 909-599-6238
Telephone: 909-599-9606
City - City of Vernon, California
Attn: Bruce V. Malkenhorst, Jr.,
Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax:
Telephone:
Page 14 of 17
323-826-1438
323-583-8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supersedes 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.
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
Page 15 of 17
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. 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
Page 16 of 17
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 be
modified or amended only by a written document executed by both Contractor and the
City and approved as to form by the City Attorney.
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.
below.
City:
IN WPTNESS WHEREOF, the parties have executed the Agreement on the dates shown
Executed at , California, on
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Bruce V. Malkenhorst, Jr., Acting City Clerk
Contractor:
General Pump Company, Inc.
Name: iTeo ' y A.
Title: & ee
rho AO-1 7'
Date:
Page 17 of 17
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Name:
Title:
Date:
EXMBiT A
IP
159 N. ACACIA STREET - SAN DIMAS, CA 91773
PHONE: (909) 599-9606 - FAX: (909) 599-6238
WELL & PUMP SERVICE SINCE 1952 Lie. #496765
October 4, 2005
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attu: Scott Rigg - Water Operations Supervisor
Re: Dynamic Testing of Well
City Well No.14
GPC Job No.: 4687
General Pump Company, Inc. (GPC) is submitting this proposed to the City of Vernon (City) to
perform an evaluation of the City's Well No. 14 under dynamic (well operating) condition. The
objectives of this work are 1) to evaluate the well to assess the location of sand production, 2) review
general water quality (iron and manganese) throughout the perforated interval of the well, and 3) to
prepare contractor's recommendations to decrease sand production and minimize iron and manganese
production from the well.
GPC understands that there are two patches in this well and that the casing may have enlarged
perforations. Additionally, GPC would install and operate the temporary test pump at near the same
location and similar rate that the well normally operates. The pump equipment is to be set at 390-feet bgs
and production rate at approximately 1,600 gpm. During this work, GPC may elect to pump the well at
different production rates to assist in determining sand production from the well; those rates would' be
determined in the field.
SCOPE OF SERVICES
Task 1- Remove Pump Equipment and Prepare Site
lAbor
Non -
Taxable
Equipment
Services
1
LS
Mobilization and demobilization equipment
$2,400.00
6
Hrs
Additional labor to remove suction pipe - 510-feet
$1,554.00
1
LS
Remove pump equipment
$2,100.00
1
LS
Transport pumping equipment, unload, and disassemble equipment for
$1,190.00
general inspection
1
Ea
Video, static spinner and temperature surveys
$0.00
$2,390.00
5
Hrs
Engineering Support
Included
LaborMquipment - Shop and Field
$7,244.00
Non -Taxable Services
$2,390.00
I
City of Vernon
October 4, 2005
Page 2
Task 2 - Dynamic Testing
1
LS
Install/remove tog pump, electric drive
$11,200.00
4
Hrs
Install discharge pipe, valves, gauges, ports and lines
$1,291.00
$410.00
4
His
Install PVC pipe and offset head
$1,036.00
12
LS
Operate test pump during testing
$1,440.00
1
Ea
Dynamic spinner, stop counts, videos and 5 x samples
$255.00
$3,440.00
1
Set
After test pump equipment is removed, perform caliper and gyro-
$0.00
$2,320.00
deviation survey of the well - for evaluation of a well liner
1
LS
Prepare report of findings - by other
$0.00
$1,060.00
18
Hrs
Engineering Support
Included
Labor/Equipment - Shop and Field
$15,222.00
Non -Taxable Services
$7,230.00
Total Labor/Equipment Charges $22,466.00
Total Non -Taxable Services $9,620.00
Total Estimated Project Charges $32,086.00
PROJECT ASSUMPTIONS
❑ Test pump design is based on the well being straight enough for a 2.5-inch ID PVC to be strapped
along side the pump during installation — this will be verified with a deviation survey performed in
Task 1.
❑ Water produced during the test can be discharged on site and the City is responsible for permits and
sampling as required
❑ Testing can be performed using an electric motor and power will be used from the on -site panel
❑ GPC will assist with collecting water samples, the -City is to deliver samples to a laboratory
specializing in water quality analyses, and the City will be billed directly for those analyses.
❑ Once started, dynamic work can be performed continuously, if the system has to be stopped or work
is halted, additional charges may be incurred to restart test.
General Pump Company, Inc. understands that the work and billing shall be in strict accordance as
outlined in the City of Vernon's Annual Contract dated April 27, 2005 and General Pump Company's
Contract agreement authorized May 1, 2005.
Regards,
GENERAL, Pump COMPANY, INC.
Geoffrey A. Sates
Geoffrey A. Bates, R.G.
Project Manager w14 Dyn wrk ladoc
f
EXHiS ■ Y
. EXi�IBIT B
• CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
AGREEMENT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS
PROJECT: P.O. NO.
TO: CONTRACTOR
REQUESTED BY:
You are herebv directed to make the herein tlnaerihari ,hanaae frnm fha nr:n;...al
Contract Amount (Base Bid)
$
.........
......................................
Amount of This Chan a Order
$
Amount of Previous Change Orders
$
Total Change Orders
$
Modified Agreement Amount
$
..........................................
By reason of this order the time of
opmpletion will be adjusted as follows:
Approved: Date:
Acting City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all
equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full
payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
A_
... ..v....b .....) ...ava ay..uvaaw —W jv a'uG WLLLLaLWl
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 23`d day of March 2006, in the City of Vernon, County of Los Angeles,
California.
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as the
"Cit}I'
4305 Santa Fe Avenue
Vernon, California 90058
AND
GENERAL PUMP COMPANY, INC., an
independent contractor, hereinafter referred
to as the "Contractor"
159 North Acacia Street
San Dimas, California 91773
RECITALS
WHEREAS, the City has determined to retain the services of an independent
contractor to perform an evaluation of the City of Vernon's Well No. 14 under dynamic (well
operating) condition in order to determine a proper means of repair; and
WHEREAS, Contractor has prepared a proposal dated October 4, 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 evaluation 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 evaluation of the City of Vernon's Well No. 14 under dynamic (well operating)
condition in order to determine a proper means of repair on a contract basis as defined in the
terms and conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Page 1 of 17
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on March 23, 2006 and will continue in effect
until the Services are completed 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:
• "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.
• "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 General Pump Company, Inc. and where applicable, its
affiliated companies, and its officers, directors, employees, representatives and
agents.
• "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.
• "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.
"General Provisions" or "General Conditions" shall mean the General Provisions
as set forth in this Agreement.
"Premises shall mean the physical premises under City's control or ownership
where Work hereunder is to be performed.
"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,
Page 2 of 17
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:
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.
"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.
"Work" or "Services" shall mean the work performed by Contractor and required
to be performed from time to time by City under this Agreement.
SECTION 3. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
3.01. Contractor agrees to perform an evaluation of the City of Vernon's Well No. 14 under
dynamic (well operating) condition in order to determine a proper means of repair. 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.
Page 3 of 17
Change of Services
3.03. City may at any time, by written change order executed by the City, 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. 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 after a period of one (1) year, 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.
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.
Page 4 of 17
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 shall 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.
SECTION 4. COMPENSATION
4.01. Consideration for the Services to be performed by Contractor, described in Section 3 of
this Agreement, City agrees to pay Contractor the amount of Thirty Two Thousand Eighty
Six Dollars ($32,086.00) (the "Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Services and any and all of Contractor's obligations
hereunder, regardless of difficulty, unforeseen circumstances, hours worked or
equipment, materials or personnel required. The Contract Price includes without
limitation compensation for applicable taxes, 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
thirty (30) days of acceptance and approval of an invoice prepared in accordance with
City requirements.
Page 5 of 17
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
Administrator.
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 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 TIE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards
& Details for all Work performed. Substandard Work, as determined solely by the City,
shall be redone at the expense of the Contractor.
5.02. Contractor is responsible for damage resulting from performing repair and clean- up of
the affected area.
5.03. City shall not be responsible for the accuracy or completeness of information or data
shown on the City's water, sewer, or storm drain system base maps or any other utility
information. Contractor shall have full responsibility for reviewing and checking all such
information and data, for calling Underground Service Alert, for locating all underground
utilities, for coordinating the Work with owners of such underground utilities during
repairs, for the safety and protection thereof and repairing any damage thereto resulting
from the Work, the cost of which will be considered as having been included in the
Contract Price. Contractor shall take all possible precautions for the protection of
unforeseen utility lines to provide for uninterrupted service and to provide such special
protection as may be necessary. All paved areas, including curb, gutter, and sidewalk, cut
or damaged during construction, shall be replaced with similar material of equal thickness
to match the existing adjacent undisturbed areas.
Page 6 of 17
5.04. Contractor will perform the Services under this Agreement on City's Premises during
regular business hours or as directed by the City.
Liability Insurance
5.05. 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.
5.06. 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.
5.07. 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.
5.08. 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.
Page 7 of 17
C. 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.
5.09. 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.
5.10. 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 under its own policy or shall furnish separate
insurance for each subcontractor, meeting the requirements set forth above.
Representations
5.11. 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.
5.12. 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
Page 8 of 17
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.
5.13. 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.
5.14. 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.
5.15. 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.
5.16. 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.
5.17. 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
5.18. 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
Page 9 of 17
employees, subcontractors, representatives or other personnel, or out of the failure to
furnish such facilities or assistance.
Records, Inspection and Audit
5.19. During the course of Work being performed, Contractor and any of its subcontractors,
shall maintain and retain, not less than three (3) years after 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
5.20. 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
5.21. 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
5.22. 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 direct or indirect conflict of interest exists between the parties with respect to
Page 10 of 17
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 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
5.23. 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.
5.24. 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.
5.25. 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.
5.26. 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
Page 11 of 17
located in City, shall be 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.
5.27. 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.
5.28. 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
5.29. 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.
5.30. Contractor shall mare 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.
5.31. 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 Section 5.29 and 5.30 of the Agreement.
Progress Reports
5.32. Contractor shall meet with City staff, upon City's request, or as needed, in order to
provide reports or information concerning the Services being performed by Contractor
under this Agreement.
Contractor's License Classification
5.33. Contractor shall possess a valid Class A General Engineering Contractor's license for the
duration of this Agreement.
Page 12 of 17
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section or unless otherwise extended
according to the terms and conditions set forth in this Agreement, this Agreement will
continue in effect until the Services are completed.
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.
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
Page 13 of 17
of this paragraph, material breach of this Agreement includes, but is not limited to, the
following:
D. 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
E. 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 loss of profits for the unexecuted portion
of the Work or any other damages because of such termination or reduction.
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 (return 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 (P) day after mailing,
whichever occurs first.
Contractor - General Pump Company
Attn: Geoffrey A. Bates,
Project Manager
159 North Acacia Street
San Dimas, CA 91773
Fax: 909-599-6238
Telephone: 909-599-9606
City - City of Vernon, California
Attn: Bruce V. Malkenhorst, Jr.,
Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax:
Telephone:
Page 14 of 17
323-826-1438
323-583-8811 ext 260
Entire Agreement of the Parties
7.02. This Agreement supersedes 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.
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
Page 15 of 17
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. 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
Page 16 of 17
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 be
modified or amended only by a written document executed by both Contractor and the
City and approved as to form by the City Attorney.
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.
below.
City:
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown
Executed at , California, on
City of Vernon
Le nis C. MalbA Mayor
Date:
ATTE
7
B ce V. Ma enhorst, Jr., Acting City Clerk
Contractor:
General Pump Company, Inc.
I
Name: 6e- o AfIrity A • ?C,
Title: fi-p;Pd / graer , L
Date: a?i%oho
Page 17 of 17
Eric rPrekh, City Attorney
Name:
Title:
Date:
IF
159 N. ACACIA STREET • SAN DIMAS, CA 91773
PHONE: (909) 599-9606 - FAX: (909) 599-6238
WELL & PUMP SERVICE SINCE 1952 Lic. #496765
October 4, 2005
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attn: Scott Rigg - Water Operations Supervisor
Re: Dynamic Testing of Well
City Well No.14
GPC Job No.: 4687
General Pump Company, Inc. (GPC) is submitting this proposed to the City of Vernon (City) to
perform an evaluation of the City's Well No. 14 under dynamic (well operating) condition. The
objectives of this work are 1) to evaluate the well to assess the location of sand production, 2) review
general water quality (iron and manganese) throughout the perforated interval of the well, and 3) to
prepare contractor's recommendations to decrease sand production and minimize iron and manganese
production from the well.
GPC understands that there are two patches in this well and that the casing may have enlarged
perforations. Additionally, GPC would install and operate the temporary test pump at near the same
location and similar rate that the well normally operates. The pump equipment is to be set at 390-feet bgs
and production rate at approximately 1,600 gpm. During this work, GPC may elect to pump the well at
different production rates to assist in determining sand production from the well- thoserates would be
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SCOPE OF SERVICES
Labor Non -
Task 1- Remove Pump Equipment and Prepare Site Equipment Taxable
Services
1 LS Mobilization and demobilization equipment $2,400.00
6 Hrs Additional labor to remove suction pipe - 510-feet $1,554.00
1 LS Remove pump equipment $2,100.00
1 LS Transport pumping equipment, unload, and disassemble equipment for $1 190.00
general inspection '
1 Ea Video, static spinner and temperature surveys $0.00 $2,390.00
5 Hrs Engineering Support Included
Labor/Equipment - Shop and Field $7,244.00
Non -Taxable Services $2,390.00
` City of Vernon
October 4, 2005
ruw Page 2
Task 2 - Dynamic Testing
I LS Install/remove test pump, electric drive $11,200.00
4 His Install discharge pipe, valves, gauges, ports and lines $1,291.00 $410.00
4 Hrs Install PVC pipe and offset head $1,036.00
12 LS Operate test pump during testing $1,440.00
1 Ea Dynamic spinner, stop counts, videos and 5 x samples $255.00 $3,440.00
1 Set After test pump equipment is removed, perform caliper and gyro- $0.00 $2,320.00
deviation survey of the well - for evaluation of a well liner
1 LS Prepare report of findings - by other $0.00 $1,060.00
18 His Engineering Support Included
Labor/Equipment - Shop and Field $15,222.00
Non -Taxable Services $7,230.00
Total Labor/Equipment Charges $22,466.00
Total Non -Taxable Services $9,620.00
Total Estimated Project Charges $32,086.00
PROJECT ASSUMPTIONS
❑ Test pump design is based on the well being straight enough for a 2.5-inch ID PVC to be strapped
along side the pump during installation — this will be verified with a deviation survey performed in
Task 1.
❑ Water produced during the test can be discharged on site and the City is responsible for permits and
sampling as required
❑ Testing can be performed using an electric motor and power will be used from the on -site panel
❑ GPC will assist with collecting water samples, the City is to deliver samples to a laboratory
specializing in water quality analyses, and the City will be billed directly for those analyses.
❑ Once started, dynamic work can be performed continuously, if the system has to be stopped or work
is halted, additional charges may be incurred to restart test.
General Pump Company, Inc. understands that the work and billing shall be in strict accordance as
outlined in the City of Vernon's Annual Contract dated April 27, 2005 and General Pump Company's
Contract agreement authorized May 1, 2005.
Regards,
GENERAL PUMP COMPANY, INC.
Geoffrey A. Bates
Geoffrey A. Bates, R.G.
Project Manager
W14 Dyn Wrk Iadoc
EXHIBIT B
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
AGREEMENT CHANGE ORDER NO. SUPPLEMENT NO. _ SHEET _ OF _ SHEETS
PROJECT: P.O. NO.
TO: CONTRACTOR
REQUESTED BY:
Nr .. v r,erot,.. 4 «eat r„ ,.,alto ti— h—;n rhanuve frnm the nriainal ccnne of work of this agreement.
Contract Amount (Base Bid)
$
Amount of This Change Order
$
Amount of Previous Change Orders
$
Total Change Orders
$
Modified Agreement Amount
$
By reason of this order the time of
completion will be adjusted as follows:
Approved: Date:
Acting City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved
that we will provide all
equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full
payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
c: Acting city caertururenastngirroject ruen.:ontractor