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Resolution No. 90071 RESOLUTION NO. 9007 2 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. FOR REPAIRS 5 ON BOOSTER MOTORS 6 WHEREAS, the City of Vernon needs the services of a 71 contractor to perform repairs on the City's Booster Motors BP1-1 and 8 BP2-5; and 9 WHEREAS, in the past, General Pump Company, Inc. ("General 10 Pump") has performed emergency repair services for the City relating 11 to water production and distribution related equipment for the 12 Community Services & Water Department and is familiar with the City's 13 wells and booster motor pumps; and 14 WHEREAS, the City's Community Services & Water Department 15 believes that General Pump is qualified to provide the necessary 161 repair services, and the Director of Community Services & Water has 17 recommended that an agreement with General Pump be approved; and 18 WHEREAS, the City Council of the City of Vernon has 19 determined that, pursuant to the provisions of subsection (a) of 20 Section 2.27 of the Vernon City Code, it is in the public interest and 21 necessity to enter into an agreement with General Pump. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 23 CITY OF VERNON AS FOLLOWS: 24 SECTION 1: The City Council of the City of Vernon hereby 25 finds and determines that the recitals contained hereinabove are true 26 and correct. 27 SECTION 2: The City Council of the City of Vernon hereby 28 approves the Services Agreement with General Pump, a copy of which is n 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 5th day of April, 2006. ATTEST. BRU E V. MALKENHORST, JR. Acti ty Clerk EONIS C. �MA�Bffi�,ay�®r - 2 - I STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City 5 of Vernon, do hereby certify that the foregoing Resolution, being 6 Resolution No. 9007, was duly adopted by the City Council of the City 7 of Vernon at a regular meeting of the City Council duly held on 8 Wednesday, April 5, 2006, and thereafter was duly signed by the Mayor g of the City of Vernon. 10 RUC V. MALKENHORST, JR. 11 ct' g City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - EXHIBIT 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 5 b day of April, 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 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 repairs on the City's Booster Motors BPI-1 and BP2-5; and WHEREAS, Contractor has prepared proposals dated November 16, 2005 for service to Booster 1 at Pump House 1 and August 19, 2005 for service to Booster 5 at Pump House 2, copies of which are attached hereto as Exhibit A and incorporated by this reference (the "Proposals"); 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 repairs have been bid, and Contractor's cost proposals are acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to perform repairs on the City's Booster Motors BPI-1 and BP2-5 on a contract basis as defined in the terms and conditions set forth below. Page 1 of 18 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on April 5, 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. Page 2 of 18 "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosurehereunder, 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 repair services for the City's water production and distribution related equipment in a timely manner. Contractor's Services shall be to perform repairs on the City's Booster Motors BP1-1 and BP2-5. The Contractor's Services are more specifically detailed in the Proposals attached hereto as Exhibit "A" and incorporated herein by this reference. Page 3 of 18 3.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 3.03. City may at anytime, 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 when the Services are completed, 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. Page 4 of 18 3.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.11. Payroll taxes including federal, state and local taxes 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. In 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 Three Thousand Fifty Two and 81/100 Dollars ($33,052.81) (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. Page 5 of 18 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. 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 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. Warranty 5.03. Contractor warrants to City, for one (1) year from the date of any repairs, that the repairs shall be free from defects in material and workmanship. Contractor shall be liable for the replacement and installation of any parts that fail through a defect in material or workmanship at no charge to City during such warranty period. Page 6 of 18 5.04. City will notify Contractor of general locations requiring repair and a general description of the field conditions at repair locations. City makes no guarantee of the total quantity of Work to be provided. Notification of properties whose service may be interrupted will be the responsibility of the City. 5.05. 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. 5.06. Contractor will perform the Services under this Agreement on City's Premises during regular business hours or as directed by the City. Liability Insurance 5.07. 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. 5.08. 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. 5.09. 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. 5.10. 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 Page 7 of 18 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 Contraqctor'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. 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. 5.11. 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. 5.12. 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 partof 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 5.13 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 Page 8 of 18 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. 5.14. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that. it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available. for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.15. 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. 5.16. 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. 5.17. 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. 5.18. 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. Page 9 of 18 5.19. 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 5.20. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.21. 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 representative(s), 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 5.22. 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 5.23. 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 the Services will be performed and rendered diligently. Contractor represents that it has, or Page 10 of 18 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 5.24. 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 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 5.25. 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. 5.26. 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. 5.27. 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 Page 11 of 18 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. 5.28. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located.in City, shall be 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. 5.29. 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. 5.30. 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 5.31. 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. 5.32. 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. 5.33. 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 5.31 and 5.32 of the Agreement. Page 12 of 18 Progress Reports 5.34. 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 5.35. Contractor shall possess a valid Class A General Engineering Contractor's license for the duration of this Agreement. 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 Page 13 of 18 B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: 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 (3r') day after mailing, whichever occurs first. Page 14 of 18 Contractor - General Pump Company City - City of Vernon, California Attn: Geoffrey A. Bates, Attn: Bruce V. Malkenhorst, Jr., Project Manager Acting City Clerk 159 North Acacia Street 4305 Santa Fe Avenue San Dimas, CA 91773 Vernon, CA 90058 Fax: 909-599-6238 Fax: 323-826-1438 Telephone: 909-599-9606 Telephone: 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 Proposals, 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 Page 15 of 18 otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. 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, Page 16 of 18 which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. Except as may otherwise be specifically provided herein, this Agreement may 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. Page 17 of 18 below. City: IN WITNESS 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: Title: / nt S/der) -f Date: -�5- ?-D 6 Page 18 of 18 APPROVED AS TO FORM: Eric T. Fresch, City Attorney Name:Y; /�i Q. m -%1. /alP.ed Title: 3ecore,J A rt/ Date: 3- c ' - o 6, :"EXHIBIT.- A WELL & PUMP SERVICE SINCE 1952 November 16, 2005 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Scott Rigg Re: Pump House 1, Booster 1 GPC Job No.: 4910 159 N. ACACIA STREET - SAN DIMAS, CA 91773 PHONE: (909) 599-9606 • FAX: (909) 599-6238 Lic. #496765 General Pump Company, Inc. (GPC) is pleased to provide this Inspection Quote to the City. of Vernon's (City) for Booster 1 at Pumping Plant 1 — Vertical Turbine Booster. 'GPC is limited in scope due to the lack of overall booster information and pump set depth. GPC assumes that the pump can be pulled and re -installed from using a 15-ton rotary crane from the asphalt parking area. GPC's quote is in general accordance with GPC's Annual Contract — Fiscal Year 2004 2005. Item 3 - Remove vertical turbine booster pump equipment including motor, discharge head, column pipe, shaft assembly and pump assembly Item 4 — Service Crane — furnish service crane for the installation and removal of booster pump equipment SCOPE OF WORK Estimated Charges Labor Taxable Equipment Materials Mobilize to the site, set-up, uii-wire motor and remove, disconnect and 1 LS remove pump equipment, and iastell locking well cover, load and transport $1,697.00 $0.00 equipment back to GPC's yard, unload, teardown and inspect equipment 4 Hr Engineering to prepare summary of equipment with recommendations Included $0.00 1 Unit Order, receive, machine and build, and QA/QC equipment $2,040.00 $9,611.00 1 Ea Deliver motor to Doha Motor Shop, insect motor, clean dip and bake and, $1,955.00 $1,877.00 replace bearings - no machine work included Load equipment mobilize, reinstall pump and motor, make connections and 1 LS perform start-up, pump equipment and motor installation kits, paint $1,951.00 $808.40 equipment and clean site Labor/Equipment - Shop and Field $7,643.00 Taxable Materials $12,296.40 Sub -Total Freight $180.00 Local Saks Tax at 8.25% $1,029.30 Sub -Total Taxable Charges $13,505.70 Total Estimated Project Charges $21,148.70 City of Vernon Pump House iMooster 1 wig November 16, 2005 Page 2 ASSUMPTIONS • This is an engineer's estimate to replace the pump equipment below the pump head based on basic assumptions. The actual charges may change based on actual pump equipment and condition of the equipment. Prior to GPC performing any repair work on the pump, GPC will receive written approval by the City authorizing those repairs. • Data for this pump is' limited and GPC has assumed not to exceed 900 gpm at 160-feet TDH. Can dimensions are large enough for an 11-inch pump bowl with less than 4 fps can velocities. Includes new column flange bolting and flange gaskets. • Column and shaft are less than 5-feet and no epoxy coating is needed. New head shaft and reuse nut and key. All shafts are 416SS PSQ. • 60-Hp motor will be inspected; and clean, dipped, baked; and new SKF thrust and guide bearings. • Packing box requires only minor machining and re -packed. • Discharge line has flex coupling to allow movement in the line when re -installing equipment. Should you have any questions or need additional information, please do not hesitate to give us a call. Regards, GENERAL PUW COMPANY, INC. Geoffrey A. Bates Geoffrey A. Bates, R.G. Project Manager PPI-1 Rbld Qte.doc 159 N. ACACIA STREET - SAN DIMAS, CA 91773 PHONE: (909) 599-9606 - FAX: (909) 599-6238 WELL & PUMP SERVICE SINCE 1952 Lic. #496765 August 19, 2005 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Don Hurdle Re: Pump House 2, Booster 5 Rebuild Pump Equipment GPC Job No.: TBB General Pump Company, Inc. (GPC) is pleased to provide this proposal to rebuild the City of Vernon's (City) Booster 5 at Pump House 2. GPC inspected the site on March 30, 2005. During that site visit, GPC noted that the identification tag on the booster had been sand blasted and the serial and model number not readable. Based on information provided by the City GPC assumes the equipment is a Fairbanks -Morse 6-inch 5814E split case booster and Fairbanks -Morse 100 Hp, 1470 RPM motor. GPC understands that the 5814E is discontinued and was replace by Fairbanks -Morse model 5824; changes to the pump were mainly internal modifications. GPC proposes to rebuild the rotating element and recommends the motor be sent to a motor shop for inspection and service. Estimated Charges Labor Taxable Equipment Materials Mobilize to the site, removal cover and rotating element, field inspect the 1 LS equipment, casing halves, driver, connections and pipeline, transport equipment $955.00 $0.00 back to GPC service yard and disassemble for additional inspection 4 Hr Engineering to prepare summary of equipment with recommendations included $0.00 Estimate to dismantle, re -build and machine rotating element, dynamic balance and inspect. Rebuild may include new 416 SS shaft, sleeves and seal rings, new 1 LS SKF bearings, packing, sandblast casing and rings, minor defcon and sand $3,230.00 $2,636.40 casing halves, replace T.B. Woods coupling insert, ring gasket, replace plumbing lines and valves as necessary, reassemble, QA/QC, repaint 1 LS Estimate to repair 100 Hp motor - test and inspect motor, rebuild motor to $1,785.00 $1,109.10 include clean dip and bake and new SKF bearings, re -paint and reassemble Load equipment mobilize, reinstall ruing element and motor, use dual 1 LS indicators to realign the pump to the motor, supply booster motor installation $1,129.00 $633.40 kits and perform start-up Labor/Equipment - Shop and Field $7,099.00 Taxable Materials $4, 378.90 Sub -Total Freight $60.00 Local Sales Tax at 8.25% $366.21 Sub -Total Taxable Charges $4,805.11 Total Estimated Project Charges $11,904.11 EXHtM-T, 8 CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT AGREEMENT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS PROJECT: P.O. NO. TO: CONTRACTOR REQUESTED BY: You are herebv directed to make the herein described changes from the original scone of work of this agreement. Contract Amount (Base Bid)$ ................................................ 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 Clerk/Purchasing/Project File/Contractor 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 5ch day of April, 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 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 repairs on the City's Booster Motors BPI -I and BP2-5; and WHEREAS, Contractor has prepared proposals dated November 16, 2005 for service to Booster 1 at Pump House 1 and August 19, 2005 for service to Booster 5 at Pump House 2, copies of which are attached hereto as Exhibit A and incorporated by this reference (the "Proposals"); 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 repairs have been bid, and Contractor's cost proposals are acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to perform repairs on the City's Booster Motors BPI -I and BP2-5 on a contract basis as defined in the terms and conditions set forth below. Page 1 of 18 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on April 5, 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. Page 2of18 "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: 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 repair services for the City's water production and distribution related equipment in a timely manner. Contractor's Services shall be to perform repairs on the City's Booster Motors BPl-1 and BP2-5. The Contractor's Services are more specifically detailed in the Proposals attached hereto as Exhibit "A" and incorporated herein by this reference. Page 3 of 18 3.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 3.03. City may at any time, by written change order executed by the City, 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 when the Services are completed, 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 benefitsaffordedto 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. Page 4 of 18 3.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.11. Payroll taxes including federal, state and local taxes 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. In 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 Three Thousand Fifty Two and 81/100 Dollars ($33,052.81) (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. Page 5 of 18 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. 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 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. Warranty 5.03. Contractor warrants to City, for one (1) year from the date of any repairs, that the repairs shall be free from defects in material and workmanship. Contractor shall be liable for the replacement and installation of any parts that fail through a defect in material or workmanship at no charge to City during such warranty period. Page 6 of 18 5.04. City will notify Contractor of general locations requiring repair and a general description of the field conditions at repair locations. City makes no guarantee of the total quantity of Work to be provided. Notification of properties whose service may be interrupted will be the responsibility of the City. 5.05. 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. 5.06. Contractor will perform the Services under this Agreement on City's Premises during regular business hours or as directed by the City. Liability Insurance 5.07. 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. 5.08. 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. 5.09. 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. 5.10. 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 Page 7 of 18 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 Contragctor'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 Inability, 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. 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. 5.11. 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. 5.12. 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 5.13 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 Page 8 of 18 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. 5.14. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.15. 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. 5.16. 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 carryout the Services to be performed under this Agreement. 5.17. 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. 5.18. 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. Page 9 of 18 5.19. 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 5.20. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.21. 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 representative(s), 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 5.22. 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 5.23. 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 the Services will be performed and rendered diligently. Contractor represents that it has, or Page 10 of 18 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 5.24. 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 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 5.25. 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. 5.26. 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. 5.27. 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 Page 11 of 18 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. 5.28. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement; with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be 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. 5.29. 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 Contrtactor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.30. 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 5.31. 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. 5.32. 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. 5.33. 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 5.31 and 5.32 of the Agreement. Page 12 of 18 Progress Reports 5.34. 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 5.35. Contractor shall possess a valid Class A General Engineering Contractor's license for the duration of this Agreement. 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 terminationand effectuating the termination ("Termination Expenses"). Termination Expense$ 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 Page 13 of 18 B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: 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 of 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 pmission 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. Page 14 of 18 Contractor - General Pump Company City - City of Vernon, California Attn: Geoffrey A. Bates, Attn: Bruce V. Malkenhorst, Jr., Project Manager Acting City Clerk 159 North Acacia Street 4305 Santa Fe Avenue San Dimas, CA 91773 Vernon, CA 90058 Fax: 909-599-6238 Fax: 323-826-1438 Telephone: 909-599-9606 Telephone: 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 Proposals, 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 Page 15 of 18 otherwise (except for those requesting injunctive relief) shall', be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of 'this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject chatter 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, Page 16 of 18 which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which: is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch.. 7.08. Except as may otherwise be specifically provided herein, this Agreement may 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. Page 17 of 18 below. City: IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown Executed at , California, on City of Vernon Date: °� lz��.41 If A V. Mjlkenhorst, Jr., Acting City Clerk Contractor: General Pump Company, Inc - Name: williA"I'M77%wroed Title: I0re5;de n- Date: --S' 9 - 0 6 Page 18 of 18 APPROVED AS TO FORM: Eric T. Fresch, City Attorney W—A" Mom 0 Mm, -a-, 04 1. Me - Name: Wr 14jeed Title: �5&,cfda r! Date: .3- 7 - o (c. 1 PUMP PHONE: (909) 599-960b •FAX: (909) 599-623859 N. ACACIA STREET - SAN DIMAS, CA 91773 WELL & PUMP SERVICE SINCE 1952 Lic. #496765 November 16, 2005 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Scott Rigg Re: Pomp House 1, Booster 1 GPC Job No.: 4910 General Pump Company, be. (GPC) is pleased to provide this Inspection Quote to the City. of Vernon's (City) for Booster 1 at Pumping Plant 1 — Vertical Turbine Booster. GPC is limited in scope due .to the lack of overall booster information and pump set depth. GPC assumes that the pump can be pulled and re -installed firm using a 15-ton rotary crane from the asphalt narking area. GPC's quote is in general accordance with GPC's Annual Contract — Fiscal Year 2004 2005. Item 3 - Remove vertical turbine booster pump equipment including motor, discharge head, column pipe, shaft assembly and pump assembly Item 4 — Service Crane — furnish service crane for the installation and removal of booster pump equipment SCOPE OF WORK Estimated Charges Labor Taxable Equipment Materials Mobilize to the ate, set-up, im-wire motor and remove, disconnect and 1 LS remove pump egedpmeat, and mall locking well cover, load and Ususport $1,697.00 $0.00 equipment back to GPC's yard, unload, teardown and inspect equipmetnt 4 W Engineering to pmpwe summary of equipment with racommwKWom' Included $0.00 1 Unit Order, receive, machine and build, and QA/QC equipment $2,040.00 $9,611.00 1 Ea Deliver motor to Delta Motor Shop, inspct motor, clean dip and bake and' $1,955.00 $1,877.00 replace bearings - no machine work included Load equipment mobilize, reinstall pump and motor, make connections and 1 LS perform Start-up, pump equipment and motor installation kite, paint $1,951.00 $808.40 equipment and clean site Labor/Equipment - Shop and Fleld $7,643.00 Taxable Materials $12,296.40 Sub -Total' Freight $180.00 Local Saks Tax at 8.25% $1,029.30 Sub -Total Taxable Charges $13,505.70 Total Estimated Project Charges $21,14&70 City of Vernon Pump House 1Booster 1 November 16, 2005 Page 2 ASSUMPTIONS • This is an engineer's estimate to replace the pump equipment below the pump head based on basic assumptions. The actual charges may change based on actual pump equipment and condition of the equipment Prior to GPC performing any repair work on the pump, GPC will receive written approval by the City authorizing those repairs. • Data for this pump is limited and GPC has assumed not to exceed 800 gpm at 160-feet -IDH. Can dimensions are large enough for an 11-inch pump bowl with less than 4 fps can velocities. Includes new column flange bolting and flange gaskets. • Column and shaft are less than 5-feet and no epoxy coating is needed. New head shaft and reuse nut and key. All shafts are 416SS PSQ. • 60-Hp motor will be inspected; and clean, dipped, baked; and new SKF thrust and guide bearings. • Packing box requires only minor machining and re -packed. • Discharge line has flex coupling to allow movement in the line when re -installing equipment. Should you have any questions or need additional information, please do not hesitate to give us a call. Regards, GENE. PUMP COMPAW, INC. Geoffrey A. Bates Geoffrey A. Bates, R.G. Project Manager PPl-1 Rbld Qte.doc qr 159 N. ACACIA STREiIET - SAN DIMAS, CA 91773 PHONE: (909) 59g-9606 - FAX: (909) 599-6238 WELL & PUMP SERVICE SINCE 1952 Lic. #496765 August 19, 2005 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Don Hurdle Re: Pump House 2, Booster 5 Rebuild Pump Equipment GPC Job No.: TBD General Pump Company, Inc. (GPC) is pleased to provide this proposal to rebuild the City of Vernon's (City) Booster 5 at Pump House 2. GPC inspected the site on March 30, 2005. During that site visit, GPC noted that the identification tag on the booster had been sand blasted and the serial and model number not readable. Based on information provided by the City GPC assumes the equipment is a Fairbanks -Morse 6-inch 5814E split case booster and Fairbanks -Morse 100 Hp,1470 RPM motor. GPC understands that the 5814E is discontinued and was replace by Fairbanks -Morse model 5824; changes to the pump were mainly internal modifications. GPC proposes to rebuild the rotating element and recommends the motor be sent to a motor shop for inspection and service. Estimated Charges Labor Taxable Equipment Materials Mobilize to the site, removal cover and rotating element, field inspect the 1 LS equipment, casing halves, driver, connections and pipeline, transport equipment $955.00 $0.00 back to GPC service yard and disassemble for additional inspection 4 Hr Engineering to prepare summary of equipment with recommendations included $0.00 Estimate to dismamle, re build and machine rotating element, dynamic balance and inspect. Rebuild may include new 416 SS shaft, sleeves and seal rings, new 1 LS SKF bearings, packing, sandblast casing and rings, minor defcon and sand $3,230.00 $2,636.40 casing halves, replace T.B. Woods coupling insert, ring gasket, replace plumbing lines and valves as necessary, reassemble, QA/QC, repaint 1 LS Estimate to repair 100 Hp motor - test and inspect motor, rebuild motor to $1,785.00 $1,109.10 include clean dip and bake and new SKF bearings, re -paint and reassemble, Load equipment mobilize, reinstall rotating element and motor, use dual 1 LS indicators to realign the pump to the motor, supply booster motor installation $1,129.00 $633.40 kits and perform start-up Labor/Equipment - Shop and Field $7,099.00 Taxable Materials $4,378.90 Sub -Total Freight $60.00 Local Sales Tax at 9.25% $366.21 Sub -Total Taxable Charges $4,805.11 Total Estimated Project Charges $11,9K11 R` City of Vernon Pump House 2/Booster 5 *, August 19, 2005 Page 2 Note: Pipeline and pump base modification and repair charges not included Should you have any questions or need additional information, please do not hesitate to give us a call. Regards, GENERAL PUMP CowANY, INC. Geoffrey Geoffrey A. Bates, R.G. Project Manager A. Bates B2-5 Rbid Qte.doc 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: You are herebv directed to make the herein described changes from the original scope of work of this agreement. Contract Amount (Base Bid) : ............................................... $ Amount of This Change Order $ Amount of Previous Change Orders $ Total Change Orders ...................................................... $ Modified fied 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, famish 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 Clerk/Purchasing/Project File/Contractor - DU- 03"1 CITY OF VERNON pUS .900 COMMUNITY SERVICES DEPARTMENT CONTRACT CHANGE ORDER NO. 1 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PROJECT: BP1-1 and BP2-5 Repairs Resolution 9007 CONTRACT NO. TO: General Pump Company CONTRACTOR REQUESTED BY:, City Yrnl are he.rehv directed to make the herein rlescrihP.d chnnaeq f-nm the nlnnc nnrl enarifirntinnc nr r1n the fnllnxzrina rlaerriharl xx,nrlr not incluaccl in the plans and specitications on this contract. CHANGE IN PLANS • BP1-1 Additional Charges $6,147.07 Total Charges $27,295.78 —Refer to June8, 2006 Quote. • BP2-5: Additional Charges $3,611.21 — Total Charges $15,515.32 - Refer to June 8; 2006 Quote. • Total Change Orders $9,758.28 - Total Project Cost $42,811.09 Contract Amount (Base Bid) Monthly Billing Rate $ 33,052.81 Amount of This Change Order ............................................. $ 9,758.28 Amount of Previous Change Order .......... ...... .. .. . ........ $ Total Change Orders ................................... ..... ...... $ 9,758.28 Modified Contract Amount ... ... $ 42,811.09 By reason of this order the time of �a completion will be adjusted as follows: Approved: Date: Acting City Clerk We, the undersigned Cont actor, have even careful consideration to the change proposed and hereby agree, if this proposa is ap oved that we will provide all equipment, furnish all mater cept as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefor the prices shown above. Accepted: Date: J�y 5 � 2,�ud (o Contractor: ��y�e/�l (;�/� jp &1yvR4,hy �jC, B Title: PLO/�Gf / /GUiGIgP�f�G1/"Oq+e0�0 q/,ST General Pump Change Order BPI-1.doc RIE JUN 2 9 2006 Community Servers COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM FROM: DATE: SUBJECT: Samuel Kevin Wilson iirector of Community Services and Water June 20, 2006 Change Order No. I General Pump Company Agreement The City entered into an agreement with the General Pump Company (GeneralPump), per Resolution No. 9007, to pull Booster Motors BPI-1 and BP2-5, disassemble, inspect and make the required repairs. Upon the City's request; General Pump estimated the repair costs to be $33,052.81. However, at the conclusion of the inspection process it was determined that both BPI-1 and BP2-5 needed repairs that exceeded the estimate. BPI-1's original cost was estimated to be $21,148.70. Results of the inspection indicated that both the pump and motor are in need of significant repair and that the additional cost will be $6,147.07 to facilitate the repair. 13P2-5's original cost was estimated to be $11,904.11. Results of this inspection determined that the motor is in need of a complete rewind and additional machining and that the additional cost will be $3,611.21. The above booster pumps are integral components of the City's water distribution system and it is therefore my recommendation that a change order in the amount of $9,758.28 be approved to facilitate the repairs. The total cost of repairs will be $42,811.09. Thank you. SKW/sr Enclosures cc ob COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Bruce V. Malkenhorst Jr. Acting City Clerk M: Samuel Kevin WilsonVec r o Community Services and Water b vio 6 �t0 u K to f ty rL DATE: . June 20, 2006 SUBJECT: Change Order No.1 General Pump Company Agreement The City entered into an agreement with the General Pump Company (General Pump), per Resolution No. 9007, to pull Booster Motors BPI -I and BP2-5, disassemble, inspect and make the required repairs. Upon the City's request, General Pump estimated the repair costs to be $33,052.81. However, at the conclusion of the inspection process it was determined that both BPI-1 and BP2-5 needed repairs that exceeded the estimate. BPI -Fs original cost was estimated to be $21,148.70. Results of the inspection indicated that both the pump and motor are in need of significant repair and that the additional cost will be $6,147.07 to facilitate the repair. 13P2-5's original cost was estimated to be $11,904.11. Results of this inspection determined that the motor is in need of a complete rewind and additional machining and that the additional cost will be $3,611.21. The above booster pumps are integral components of the City's water distribution system and it is therefore my recommendation that a change order in the amount of $9,758.28 be approved to facilitate the repairs. The total cost of the repairs will be $42,811.09. Thank you. SKW/sr Enclosures CITY OF VERNON COMMUNITY SERVICES DEPARTMENT CONTRACT CHANGE ORDER NO. 1 SUPPLEMENT NO. SHEET I OF I SHEETS PROTECT: BPI -I and BP2-5 Repairs Resolution 9007 CONTRACT NO. TO: General pump Company CONTRACTOR REQUESTED BY: City You are hereby directed to make the herein described changes from the plans and specifications or do the following described work not mcluclect in the on this contract. CHANGL IN PLANS • BPI-1: Additional Charges $6,147.07 — Total Charges $27,295.78 — Refer to June 8, 2006 Quote. • BP2-5: Additional Charges $3,611.21 — Total Charges $16,515.32 — Refer to June 8, 2006 Quote. • Total Change Orders $9,758.28 — Total Project Cost $42,811.09 Contract Amount (Base Bid) Monthly BIIIIng Rate $ 33,052.81 Amount of This Change Order ............................................. $ 9,758.28 Amount of Previous Change Order .......................................... $ Total Change Orders ..................................................... $ 9,758.28 Modified Contract Amount $ 42, 811.09 By reason of this order the time of n!a 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 therefor the prices shown above. Accepted: Date: Contractor: By: Title: a 49HERAL PUMP O i 159 N. ACACIA STREET - SAN DIMAS, CA 91773 PHONE: (909) 599-9606 - FAX: (909) 599-6238 WELL & PUMP SERVICE SINCE 1952 Lic. #496765 June 8, 2006 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Michael DeFrank Re: Pump Equipment Inspection Pump House 1, Booster 1 GPC Job No.: 4910 General Pump Company, Inc. (GPC) is pleased to provide this Pump Equipment Inspection to the City of Vernon's (City) for Booster 1 at Pumping Plant 1 — Vertical Turbine Booster. GPO's quote is in general accordance with GPC's Annual Contract — Fiscal Year 2004 —2005, FINDINGS Bowl Assembly The cast iron of the bowl assembly is soft and cannot be machined due to the soft castings, bearings are oversized — replace bowl assembly with new bowl to meet conditions 900 gpm at 220-feet TDH Column Pipe One section showed worn threads and water was jetting though the column pipe — replace column pipe, GPC assumes that the column pipe will require coating with Scotch coat 134 (similar to the column removed) Line shafts Line shafts, bearings and retainers are worn — replaced shafts, couplings and retainers Pump Head The pump head is in good condition - rebuild packing box and add new packing; by- pass line will be replaced due to age. Motor Option to consider - pumping conditions requires approximately 62 Hp and the manufacturer recommends a 75-hp motor for this application; the current motor is a 60-Hp motor. The existing motor will operate at over 100 loaded and into the service 1.15 factor. Because this is an older motor that may be okay and has supported this in the past, however, GPC must recommend that the City consider changing the motor to the manufacturers recommended horsepower. A new motor inverter duty (super premium efficiency) for this application is estimated at approximately $7,400. Additional work may be required to install a new motor to include, but not limited to, new motor leads and panel inspection to verify that the panel is capable of supporting the additional horsepower motor. If the City wants to increase the motor size, GPC would provide further inspection of the site and equipment to determine those additional charges needs. City of Vernon Pump House 1/Booster 1 June 8, 2006 Page 2 The 60 Hp motor was inspected by Delta Motor Shop and their finding are provided below The stator windings are very dirty and have low meggar readings, the oil sight glasses are heavily stained, the loser bearing housing and bearing journal are both badly worn and the top thrust bearing is worn Disassemble, test, inspect and take measurements; steam clean, dip and balance rotor assembly; bore sleeve and machine lower bearing housing to proper tolerance; metal spray and machine lower bearing journal to proper tolerance; install new SKF bearings (1-7219 and 1-6212); install new oil level sight glasses; install new 115 volt space heaters; remove and reseal oil level stand -pipe; clean, prime and paint all parts; and reassemble,test and set bearing thrust tolerance. REBUILD CHARGES Rebuild Charges Labor Equipment Taxable Materials Mobilize to the site, set-up, un-wire motor and remove, disconnect and 1 Ea remove pump equipment, and install locking well cover, load and transport $1,697.00 $0.00 equipment back to GPC's yard, unload, teardown and inspect equipment - completed 1 Ea Engineering to prepare summary of equipment with recommendations - Included $0.00 completed --�— '1 Ea New bowl assembly, bowl shaft and bolting, receive and assemble $1,190.00 $5,080.00 1 Ea Motor work to include additional machine work as described $1,954.00 $2,877.00 1 Unit Column pipe and coating, line shafts and couplings, scotch coat and bolting, $1,275.00 $4,789.10 receive and assemble 1 Ea Discharge head, packing box repair and epoxy coat pump head, replace by- $1,955.00 $2,046.20 pass lines, and new head shaft, nut and jib key Load equipment mobilize, reinstall pump and motor, make connections and 1 LS perform start-up, pump equipment and motor installation kits, paint $1,951.00 $900.00 equipment and clean site Labor/Equipment - Shop and Field $10,022.00 Taxable Materials $15,692.30 Sub -Total Freight $265.00 Local Sales Tax at 8.25% $1,316.48 Sub -Total Taxable Charges $17,273.78 Total Repair Charges $27,295.78 Original Project Estimate $21,148.70 Requested Additional Charges to Contract �$6,147.07Due to the rise in material charges from our suppliers, GPC's quote is valid for 45-days of this q EL1799 - - i!f ORIGINAL SCOPE OF WORD City of Vernon Pump House IBooster 1 June 8, 2006 Page 3 Estimated Charges Labor Taxable Equipment Materials Mobilize to the site, set-up, un-wire motor and remove, disconnect and I LS remove pump equipment, and install locking well cover, load and transport $1,697.00 $0.00 equipment back to GPC's yard, unload, teardown and inspect equipment 4 Hr Engineering to prepare summary of equipment with recommendations Included $0.00 1 Unit Order, receive, machine and build, and QA/QC equipment $2,040.00 $9,611.00 1 Ea Deliver motor to Delta Motor Shop, inspect motor, clean dip and bake and $1,955.00 $1,877.00 replace bearings - no machine work included Load equipment mobilize, reinstall pump and motor, make connections and 1 LS perform start-up, pump equipment and motor installation kits, paint $1,951.00 $808.40 equipment and clean site Labor/Equipment - Shop and Field $7,643.00 Taxable Materials $12,296.40 Sub -Total Freight $180.00 Local Sales Tax at 8.25% $1,029.30 Sub -Total Taxable Charges $13,505.70 Total Estimated Project Charges $21,148.70 Should you have any questions or need additional information, please do not hesitate to give us a call. Regards, GENERAL Pump CQMPANY, INc. Geoffrey A. Bates Geoffrey A. Bates, P.G. Project Manager PPl-1 Rbld Qte-Addl.doc VOOMPART NN PUMP 159 N. ACACIA STREET - SAN DIMAS, CA 91773 PHONE: (909) 599-9606 - FAX: (909) 599-6238 WELL & PUMP SERVICE SINCE 1952 Lic. #496765 June 8, 2006 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Michael DeFrank Re: Pump Equipment Inspection Pump House 2, Booster 5 GPC Job No.: 4911 General Pump Company, Inc. (GPC) is pleased to provide this Pump Equipment Inspection to the City of Vernon's (City) for Booster 1 at Pumping Plant 1 — Split Case Booster. CPC's quote is in general accordance with GPC's Annual Contract — Fiscal Year 2004 —2005. FINDINGS Impeller In good condition — clean, back file and balance Pump shaft Shaft sleeves are worn, clean and machine new shaft sleeves and minor parks, and replace keys Casing Rings Replace casing wear rings Bearings Bearings are worn, journals are in good condition - replace idle and drive bearings Impeller Rings Seal rings are oversized, machine new and replace Drive Coupling The existing drive coupling is a rigid type, does not provide flexibility and may prove difficult to properly align - replace with T.B. Wood coupling with Hytril insert Motor The motor was inspected by Delta Motor Shop and their finding are provided below: The stator windings are extremely old, brittle and very dirty; meggar and PI readings are very low; the in -board bearing housing is oversized and. the bearing is starting to spin in the housing; the drive end bearing is special double row self aligning bearing. Option 1— Rebuild Motor Disassemble, test, inspect and take measurements; rewind stator windings with class H inverter duty insulation; triple dip and bake new windings; steam clean, bake and balance rotor assembly; install new SKF bearings; install new heater; bore, sleeve and machine the housing; clean, prime and paint all parts; and reassemble, test and set bearing thrust tolerance. This rebuild carries a 2-year warranty on parts and labor. Option 2 -- New Motor Replace with new 100 Hp motor — replacement would require additional labor and materials to install a new motor at this location. Additional work would be necessary to install the new motor to include, but not limited to, new motor leads, panel inspection and associated items. A new 100 Hp motor for this application is $13,985. City of Vernon Pump House 2/Booster 5 June 8, 2006 Page 2 If the City wants to increase the motor size, GPC would provide further inspection of the site and equipment to determine those additional charges. REBUILD CHARGES Repair Charges Mobilize to the site, removal, cover and rotating element, field inspect the 1 LS equipment, casing halves, driver, connections and pipeline, transport equipment back to GPC service yard and disassemble for additional inspection - Completed Labor Taxable Equipment Materials $955.00 $0.00 4 Hr Engineering to prepare summary of equipment with recommendations - Completed Included $0.00 Estimate to dismantle, re -build and machine rotating element, dynamic balance and inspect. Rebuild may include new 416 SS shaft, sleeves and seal rings, new SKF 1 LS bearings, packing, sandblast casing and rings, Defcon and sand casing halves, $1,230.00 $2,636.40 replace T.B. Woods coupling insert, ring gasket, replace plumbing lines and valves as necessary, reassemble, QA/QC, repaint - in progress 1 LS Estimate to repair 100 Hp motor - test and inspect motor, rebuild motor to include $1,785.00 $1,109.10 clean dip and bake and new SKF bearings, re -paint and reassemble 1 LS Additional motor rewind and machine labor work $340.00 $3,021.90.G, Load equipment mobilize, reinstall rotating element and motor, use dual indicators 1 LS to realign the pump to the motor, supply booster motor installation kits and perform $1,129.00 $633.40 start-up Labor/Equipment - Shop and Field $7,439.00 Taxable Materials $7,400.80 Sub -Total Freight Local Sales Tax at 8.25% $60.00 $615.52 Sub -Total Taxable Charges $8,076.32 5� Total Repair Charges $15,515.32 Original Project Estimate $11,90 . Requested Additional Charges to Contract $3,611.2 Due to the rise in material charges from our suppliers, GPO's quote is valid for 45-days of this quote date ORIGINAL SCOPE OF WORK GPC proposed to rebuild the rotating element and recommends the motor be sent to a motor shop for inspection and service. Estimated Charges Labor Taxable Equipment Materials Mobilize to the site, removal cover and rotating element, field inspect the 1 LS equipment, casing halves, driver, connections and pipeline, transport equipment $955.00 $0.00 back to GPC service yard and disassemble for additional inspection 4 Hr Engineering to prepare summary of equipment with recommendations Included $0.00 Estimate to dismantle, re -build and machine rotating element, dynamic balance and inspect. Rebuild may include new 416 SS shaft, sleeves and seal rings, new 1 LS SKF bearings, packing, sandblast casing and rings, minor defcon and sand $3,230.00 $2,636.40 casing halves, replace T.B. Woods coupling insert, ring gasket, replace plumbing lines and valves as necessary, reassemble, QA/QC, repaint d City of Vernon rum Pump House 2/Booster 5 June 8, 2006 It Page 3 1 LS Estimate to repair 100 Hp motor - test and inspect motor, rebuild motor to $1,785.00 $1,109.10 include clean dip and bake and now SKF bearings, re -paint and reassemble Load equipment mobilize, reinstall rotating element and motor, use dual 1 LS indicators to realign the pump to the motor, supply booster motor installation $1,129.00 $633.40 kits and perform start-up Labor/Equipment - Shop and Field $7,099.00 Taxable Materials $4,378.40 Sub -Total Freight $60.00 Local Sales Tax at 8.25% $366.ZI Sub -Total Taxable Charges $4,805.11 Total Estimated Project Charges $11,904.11 Note: Pipeline and pump base modification and repair charges not included Should you have any questions or need additional information, please do not hesitate to give us a call. Regards, GENERAL PUMP COMPANY, INC. Geoffrey A. Bates Geoffrey A. Bates, P.G. Project Manager PH2-5 Rbld Qte Addl.doc