Resolution No. 92461
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RESOLUTION NO. 9246
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE
CITY OF VERNON AND U.S. EQUIPMENT CO., INC. FOR THE
MALBURG GENERATING STATION
WHEREAS, the City of Vernon ("City") constructed the Malburg
Generating Station within the City limits for the purpose of producing
additional generating capacity; and
WHEREAS, the Light & Power Department needs to purchase two
Ingersoll-Rand Sierra H100 Oil Free Rotary Screw Air Compressors
together with unit accessories, outdoor modification and start-up
(collectively, the "Equipment") to replace existing air compressor
units at the Malburg Generating Station; and
WHEREAS, U.S. Equipment Co., Inc. ("U.S. Equipment"), is a
full -line master distributor for Ingersoll-Rand products; and
WHEREAS, the Light & Power Department contacted three vendors
to obtain informal quotes and determined that U.S. Equipment can
provide the Equipment that meets the specifications and requirements of
the Department; and
WHEREAS, the Director of Light & Power has recommended that
an agreement for the purchase of the Equipment be approved with U.S.
Equipment; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with U.S. Equipment for the purchase
of the Equipment to enhance services provided to the Vernon community.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase Contract with U.S. Equipment, in
substantially the same form as Exhibit A which attached hereto and
incorporated herein by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute said Contract 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
authorizes the Acting City Administrator, or his designee, to make
whatever nonsubstantive, administrative and/or text changes, upon
advice of counsel, to the Contract.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Contract to:
U.S. Equipment Co., Inc.
Attn: Tom Latourelle, Compressed Air System Engineer
1810 W. Venice Blvd.
Los Angeles, CA 90006
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SECTION 6: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 20th day of February, 2007.
ATTEST:
`MANUELA GIRON(
Acting City Clerk
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/� ,�, .tQ� .�
9ILARIO GONZAL S, Mayor Pro-Tem
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STATE OF CALIFORNIA }
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, Acting City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
9246, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Tuesday, February 20,
2007, and thereafter was duly signed by the Mayor Pro-Tem of the City
of Vernon.
MANUELA GIR N, Acting City Clerk
(SEAL)
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EXHIBIT
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EQUIPMENT PURCHASE CONTRACT
THIS EQUIPMENT PURCHASE CONTRACT (this "Contract") is made, entered into and
executed in duplicate originals, either copy of which may be considered and used as the original hereof for all
purposes, as of this 20th day of February, 2007, in the City of Vernon, County of Los Angeles, State of
California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND U.S. EQUIPMENT CO., INC.
(hereinafter referred to as "U.S. Equipment")
1810 W. Venice Blvd.
Los Angeles, CA 90006
RECITALS
WHEREAS, City operates its own electric system and has constructed the Malburg Generating
Station (MGS) Combined Cycle Power Plant at 2715 E. 501h Street in the City of Vernon for the purpose of
producing additional generating capacity; and
WHEREAS, City has determined that it is in the best interest of the City to purchase two
Ingersoll-Rand Sierra H100 Oil Free Rotary Screw Air Compressors together with unit accessories, outdoor
modification and one start-up (each compressor same day) (collectively, the "Equipment") to replace existing air
compressor units at the MGS; and
WHEREAS, U.S. Equipment is a full -line master distributor for Ingersoll-Rand; and
WHEREAS, U.S. Equipment has submitted Proposal Nos. 240395 B and 240395 B Revised
dated December 11, 2006 and December 19, 2006, respectively, (collectively, the "Proposal"), a copy of which
is attached hereto as Exhibit "A" and incorporated herein by reference for the purchase of the Equipment and
start-up; and
WHEREAS, there are a limited number of companies that can provide the Equipment needed
and U.S. Equipment has provided a bid at a competitive price; and
WHEREAS, U.S. Equipment represents that it is qualified and capable of furnishing the
Equipment that the City requires, as set forth in this Contract and the Proposal and is willing to do so on the
terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with U.S. Equipment to provide for the
Equipment, as defined below, on the terms and conditions set forth below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Sale of the Equipment.
1.1 Equipment. U.S. Equipment shall sell and deliver, and the City shall purchase the
Equipment described in the Proposal. In the event of a conflict between the terms of this Contract and the
Proposal, the terms of this Contract shall control.
1.2 Delivery. U.S. Equipment shall obtain, sell and deliver the Equipment at the City of
Vernon, F.O.B. Job Site. U.S. Equipment is responsible for all costs of full freight, including insurance, to Job
Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site.
2. Time of Performance. U.S. Equipment shall commence and complete the delivery of the
Equipment as follows:
2.1 Time Schedule. U.S. Equipment shall begin to obtain the Equipment upon the later of the
full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date"). U.S.
Equipment shall complete delivery of the Equipment no later than sixteen (16) weeks from the Commencement
Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, U.S. Equipment's
failure to deliver the Equipment within the Delivery Time shall constitute a material default of this Contract,
and, among other remedies available to it, the City shall have the option of terminating this Contract.
2.2 Force Majeure. Neither party shall be considered to be in default in any of its obligations
under this Contract when a failure of performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not
restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience,
federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government
or any other government, which by exercise of due diligence such party could not reasonably have been
expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable
to fulfill any of its obligations under this Contract by reason of an uncontrollable force shall give written notice
within five (5) business days of such fact to the other party and shall exercise due diligence to remove such
inability with all reasonable dispatch. The Delivery Time shall be extended by Change Order by the number of
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days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of the
Delivery Time by reason of an uncontrollable force shall not justify extra compensation for U.S. Equipment for
administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially
extended by reason of uncontrollable force through no fault of U.S. Equipment, U.S. Equipment shall be entitled
to an increase in the Contract Sum, but only in any amount equal to the increase in U.S. Equipment's direct cost
resulting from such delay.
3. Contract Sum. The total purchase price for the Equipment is a sum not to exceed One Hundred
Thirty -Seven Thousand One Hundred Seventy -Four Dollars and No Cents ($137,174.00), plus applicable taxes
and freight (the "Contract Sum").
4. Payment Terms.
4.1 Pa. ent. One hundred percent (100%) of the Contract Sum shall be paid within thirty
(30) days after (a) the City's receipt and approval of the Equipment and (b) the City's receipt of an invoice in a
form reasonably acceptable to the City from U.S. Equipment. Invoices shall contain an itemization of the
Equipment and services rendered and other directly related job expenses and subcontract charges incurred by
U.S. Equipment and for which compensation is due. U.S. Equipment shall be responsible for paying any
subcontractors used in the performance of this Contract. Subcontractors shall not bill the City directly.
Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of
receipt. The City's approval of the invoice shall not be unreasonably withheld.
4.2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7
below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City
attached to the invoice.
4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall
not be obligated to make any payment to U.S. Equipment if U.S. Equipment is in default of any of its
obligations under this Contract; any portion of the Equipment is defective or not in accordance with the terms of
this Contract (provided, however, that payment shall be made as to any portion of the Equipment that is
acceptable to the City); or the conditions required for payment as set forth in Paragraph 4.1 above have not been
satisfied.
4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Equipment by
the City shall constitute an acceptance of any Equipment not in accordance with the terms of this Contract.
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5. U.S. Equipment's Representations, Warranties, and Covenants.
5.1 Capability. U.S. Equipment represents to the City that it is qualified, willing, and able to
obtain, sell, and deliver the Equipment.
5.2 Assignment of Warranties; Delivery of Documentation. U.S. Equipment shall assign to
the City at the time of the Equipment delivery all manufacturers' warranties and U.S. Equipment shall assemble
and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all
other documentation from all manufacturers pursuant to this Contract (the "Documentation").
5.3 Compliance with Law. U.S. Equipment shall strictly observe and comply with all
applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the
Equipment, including, but not limited to any permit or license requirements of the United States Department of
Commerce.
5.4 Authorizations. U.S. Equipment is authorized to do business in California and properly
licensed and registered by all governmental authorities having jurisdiction over it.
5.5 Title to City. U.S. Equipment warrants that title to Equipment will pass to the City either
by incorporation in the construction or upon the receipt of payment by U.S. Equipment, whichever occurs first,
free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any
portion thereof will retain an interest therein or an encumbrance thereon.
5.6 Payments to Third Parties. U.S. Equipment shall promptly pay all bills for labor and
materials furnished by others in connection with this Contract.
5.7 Warran
5.7.1 U.S. Equipment's Warranties. U.S. Equipment warrants that all Equipment will
be new and free from defects in materials and workmanship, comply with the specifications provided by the
manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all
applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these
requirements, including substitutions not properly approved and authorized, may be considered defective. In the
event that the test results obtained by either U.S. Equipment or the City reveals that any portion of the
Equipment does not meet the City's specifications or the City identifies any defects in or damage to the
Equipment, U.S. Equipment shall promptly repair or replace any defective Equipment; provided, however, that
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if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have
the option of rejecting the entire shipment of Equipment from that vendor, and obtaining another vendor to
provide that Equipment. U.S. Equipment shall be responsible for all direct and indirect costs that may be
incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment,
including any and all damages caused to the City's existing equipment, storage and/or system by the use of
defective Equipment provided by U.S. Equipment
5.7.2 Manufacturers' Warranties. U.S. Equipment shall obtain for the benefit of the
City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, U.S. Equipment
warrants the following: standard twelve (12) month labor and material warranty commencing from the date of
operation, but not to exceed eighteen (18) months from the date of shipment; ultra coolant warranty of lifetime
of two (2) years or 8000 hours; and Ingersoll-Rand AirCare Advantage 5-Drive Train extended warranty. All
manufacturers' warranties, any warranties typically provided by U.S. Equipment and any other warranties made
applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the
date the City receives the Equipment under this Contract or the City's acceptance of the Equipment being
purchased hereunder, whichever occurs first. U.S. Equipment shall assist the City in the enforcement of all such
warranties.
5.7.3 Warranty Period. U.S. Equipment, at its cost, shall promptly repair or replace or
cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the
manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as
failing to conform to this Contract if reported to U.S. Equipment within the Warranty Period. The Warranty
Period shall commence from the date Equipment delivered hereunder or from the date of the City's acceptance
of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may
be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice
promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced
Equipment on the date the replacement was made. U.S. Equipment's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. U.S.
Equipment shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens,
damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of
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or relating (a) to any such Equipment found to be defective or not in accordance with this Contract, or (b) the
correction of any such Equipment.
The foregoing representations, warranties, covenants, and agreements shall survive any
termination of this Contract and final completion of the delivery of the Equipment and are in addition to, and
not in lieu of, any and all other liability imposed upon U.S. Equipment by law with respect to U.S. Equipment's
duties, obligations and performance hereunder.
6. Indemnification.
6.1 U.S. Equipment's Indemnity. To the fullest extent permitted by law, U.S. Equipment
shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all
claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses,
fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all
costs of defense, arising out of or attributable to the negligent or wrongful acts of U.S. Equipment or its
employees or agents in the delivery of Equipment under this Contract, except to the extent arising from or
caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of
this indemnity shall survive the termination of this Contract. The obligations in this Paragraph are in addition to
U.S. Equipment's duty to provide insurance and shall not be limited by any limitation on the amount or type of
insurance coverage carried by U.S. Equipment
6.2 Indemnity Process. The City shall notify U.S. Equipment in writing of any suits, claims
or demands covered by this indemnity. Promptly after receipt of such notice, U.S. Equipment shall assume the
defense of such claim with counsel reasonably satisfactory to City. If U.S. Equipment 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 U.S. Equipment 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 U.S. Equipment 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
U.S. Equipment's obligations to indemnify or defend. U.S. Equipment shall not settle or compromise any
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claim or consent to the entry of any judgment without the prior written consent of the City and without an
unconditional release of all liability by each claimant or plaintiff to the City.
7. Change Orders. The City reserves the right to make additions to or deletions from the Equipment
being purchased under this Contract. All such changes shall be incorporated in written change orders executed
by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery
schedules and warranties. Any Equipment or services added to this Contract under a Change Order shall be
subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order. No
claim for additional compensation or extension of time shall be valid or recognized unless contained in a
Change Order signed by the City.
8. Termination of the Contract.
8.1 Right of Termination. This Contract may be terminated by the City, with or without
cause, upon at least fifteen (15) calendar days' written notice delivered to U.S. Equipment
8.2 Termination by City Without Cause. In the event of termination by the City without
cause, U.S. Equipment shall be compensated for all Equipment delivered prior to the date of delivery of the
termination notice, plus compensation for (i) necessary work performed during the notice period and authorized
in the termination notice, and (ii) all costs reasonably and necessarily incurred by U.S. Equipment directly
attributable to termination which could not reasonably have been avoided and for which U.S. Equipment is not
otherwise compensated that are incurred through the date of the termination and in effectuating the termination
(the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities,
consequential damages, or the like.
8.3 Termination by the City for Cause or by U.S. Equipment without Cause. If U.S.
Equipment breaches this Contract, the City shall notify U.S. Equipment in writing of said breach and if U.S.
Equipment has not cured the defect and/or deficiency within fifteen (15) calendar days of delivery of said notice,
the City shall have the right to cancel this Contract on the 15`" day following delivery of notice to U.S.
Equipment for cause. U.S. Equipment shall be responsible for all direct and indirect costs due to the City's re -
procurement of the equivalent of the Equipment cancelled pursuant to this Paragraph 8.3 If this Contract is
terminated by the City with cause, or terminated by U.S. Equipment without cause, the City shall pay U.S.
Equipment for all Equipment delivered prior to the date of delivery of the termination notice, subject to the right
of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of
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U.S. Equipment's default and for any reason described as a justification for a payment hold as set forth in
Paragraph 4.3.
8.4 Actions Subsequent to Termination. Following the termination date, regardless of
whether the Contract is terminated with or without cause, and subject only to the payments described in
Paragraphs 8.2 or 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever
under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 8.5 below,
U.S. Equipment shall have no further rights, duties, liabilities or obligations whatsoever under this Contract.
Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10,
11.2, 11.3, 11.4, 11.5 and 11.11 shall survive the termination of this Contract.
8.5 Delivery of Work Product and Documentation. Within three (3) business days after any
termination of this Contract, U.S. Equipment shall deliver to the City all Work Product (as defined in Paragraph
9) and all Documentation (as defined in Paragraph 5.2) pertaining to this Contract and any and all copies
thereof, whether in the possession of U.S. Equipment or a party engaged by U.S. Equipment; provided,
however, that solely for its internal auditing purposes, U.S. Equipment may, at its sole expense, make and retain
copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. U.S. Equipment
shall also furnish all such information, take all such other action and shall cooperate with the City as the City
shall reasonably require in order to effectuate an orderly and systematic termination of U.S. Equipment's duties
and activities hereunder.
9. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases,
studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared
by or for U.S. Equipment, its officers, employees, agents in the course of performing the obtaining, delivering,
and selling to the City the Equipment sold under this Contract (collectively, the "Work Product"), but excluding
working notes and internal documents, shall be the property of City, and City shall have the sole right to use
such materials in its discretion without further compensation to U.S. Equipment or to any other parry. Work
Product materials shall be delivered to City by U.S. Equipment as they are generated.
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 U.S. Equipment.
10. Confidential Information.
10.1 Access to Confidential Information. The City may provide U.S. Equipment or allow U.S.
Equipment access to certain information not available to the public concerning the City or businesses located in
the City. The information may include information regarding companies located in the City, tax information,
utility usage, and information concerning various company's sales, value of assets, or other confidential
information about companies dealing with the City. All such non-public information shall be known as
"Confidential Information" and may not be by U.S. Equipment for any purpose other than to perform its duties
hereunder.
10.2 No Disclosure. Except as expressly permitted by prior written consent of the City, U.S.
Equipment shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any
other means, any part of such Confidential Information to any other person or entity, without the express prior
written consent of an authorized representative of the City. U.S. Equipment 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 U.S. Equipment has delivered all Equipment to be delivered pursuant to
this Contract. U.S. Equipment hereby agrees that such Confidential Information and any documents provided
may be used by U.S. Equipment only as authorized by the City.
10.3 Court Ordered Disclosure. U.S. Equipment shall immediately notify the City of any court
order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal
counsel in responding to any such order or subpoena. U.S. Equipment may only disclose Confidential
Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any
lawful and timely appeal or challenge.
10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any
Confidential Information lawfully in U.S. Equipment's possession prior to its acquisition from the City;
received in good faith from a third party not subject to any confidential obligation to the City; or that now is or
later becomes publicly known through no breach of confidential obligation by U.S. Equipment
10.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City
shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach
or threatened breach of any of the provisions of this Paragraph 10. U.S. Equipment acknowledges that in case
of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the
City shall not be required to post a bond or other security or to prove damages.
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11. General Provisions.
11.1 Entire Agreement. This Contract, with Exhibits A and B, each of which is attached
hereto and incorporated herein by this reference, represents the entire and integrated agreement between the
parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations,
discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract
may be amended or modified only by a written amendment signed by the parties.
11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held
exclusively in a Court in or serving the County of Los Angeles, California.
11.3 Arbitration. The parties agree that any and all disputes arising out of or in relation to this
Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and
conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of
the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two
arbitrators will then select a third. The three member panel will make the final decision. All decisions of the
arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration
decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted
to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive
jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County.
11.4 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or
related to this Contract or the relationship of the parties or their rights or duties in connection with the matters
set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or
proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and
reasonable attorneys' fees, in addition to any other remedy awarded by the court.
11.5 Notices. All notices required or permitted by this Contract shall be in writing and may be
delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail,
return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and
provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to
accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a
notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day.
Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one
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party to the other in writing. If there is any change in a party's address, that party shall give notice, in writing,
to the other party indicating the address change within five (5) business days.
CITY: City of Vernon
Attn: Manuela Giron
Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058-0805
Copy to:
City of Vernon
Attn: Mr. Donal O'Callaghan, Directorof Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
Invoices to:
City of Vernon
Attn: Treasurer's Dept/Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
U.S. Equipment: U.S. Equipment Company, Inc.
1810 W. Venice Blvd.
Los Angeles, CA 90006
Attn: Thomas J. Latourelle
11.6 Status of U.S. Equipment At all times during the term of this Contract, U.S. Equipment
shall be an independent contractor. Except as the City may specify in writing, U.S. Equipment shall have no
authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. U.S.
Equipment shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any
obligation whatsoever.
11.7 Insurance. U.S. Equipment agrees to provide insurance in the amounts and forms
specified in Exhibit B, which is attached hereto and incorporated by reference. U.S. Equipment shall submit to
the City documentation indicating compliance with these minimum requirements no less than one (1) day prior
to the beginning of performance under this Contract. U.S. Equipment shall not commence performance of its
work under this Contract until the above insurance has been obtained and proof of insurance has been filed with
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and approved by the City. U.S. Equipment 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. U.S. Equipment employs subcontractors as part of the services rendered, U.S.
Equipment's protective coverage is required. U.S. Equipment may include all subcontractors as insureds under
its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth
herein.
11.8 Assignment and Subcontracting Prohibited. No party to this Agreement may assign or
subcontract any right or obligation pursuant to this Agreement except with the express written consent of the
other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement
shall be void and of no effect.
11.9 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such
manner as to be effective and valid under applicable law, but in case any one or more of the provisions
contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such provision will be limited to the extent required to make such provision valid and enforceable, and
if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect.
11.10 Time of the Essence. Time is of the essence in the performance of this Contract.
11.11 Rights and Remedies. The City's rights and remedies under the Contract are cumulative
with and in addition to all other legal and equitable rights and remedies which the City may have under
applicable law.
12
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through
their authorized officers on the date, month and year first written above.
ATTEST:
MANUELA GIRON, Acting City Clerk
APPROVED AS TO FORM
Jeff A. Harrison, Acting City Attorney
CITY OF VERNON
HILARIO GONZALES, Mayor Pro-Tem
U.S. Equipment Co., Inc.
By:
Typed Name:
Title:
By:
Typed Name:
Title:
13
t
U S Eiq
uipment
C0.1 Inc.
Presented to: Chris Romero
City of Vernon Light & Power Malberg Gen St
Phone: 323-919-3433
cromercr&i.vemon. cams
Prepared by: Tom Latourelle
Compressed Air System Engineer
1810 W. Venice Blvd.
Los Angeles, CA 90006
Direct: 323-733-4733
Fax: 323-733-1254
Proposal: 240395 B
December 11, 2006
this proposal is valid until Wednesday, January 10, 2007. After that date the quote and terms in the proposal inay need lobe revised.
M-�
December 11, 2006
City of Vernon Light & Power Malberg Gen St.
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Chris Romero
Proposal: 240395 B
U.S. Equipment Company, Inc.
1810'W. Venice Bivd.
Los Angeles, CA 90006
Direct: 323-733-4733
Fax: 323-733-1254
Attached is a revised proposal on the two Sierra Oil Free Compressors that we have been
discussing. Ingersoll Rand has discounted these two machines, however both units must be
purchased at the same time and the purchase order must be received before the end of the
2006 calendar year (Before: 12131/06) for this discount pricing to take effect.
Please give us a call with any questions that you may have.
Thank you for considering U.S. Equipment Company for your compressed air needs.
Regards,
d IM�1�til�i�i'�
Thomas J. Latourelle
OUR STANDARD TERMS AND CONDITIONS ARE AN INTEGRAL PART OF THIS QUOTATION AND ANY RESULTING ORDERS.
#W)Ingersoll Rand
H 100
Detailed Scope of Supply
'COMP111#111a xtIt SOLUTIONJI
All amounts are displayed in US dollars
Technical information:
Capacity- 407 cfm @ 125 PSIG
watercooled- 411 cfm @ 125 PSIG
Maximum Operating Pressure- 128 PSIG
Weight- 5,600lbs
Outlet Size- 1.5" NPT
Dimensions- Facing control panel*
(L" x W x H)- 89" x 54"x 76"
Package Amp Draw Table- Aircooled
200/3/60- 301 Amps 230/3/60- 262 Amps
460/3/60- 131 Amps 57513160- 105 Amps
Sound Level- 76 dBA per CAGI-PNEUROP
Air Cooled Data: Aftercooler CTD- 25°F
Fan Air Flow- 8,000 cfm
Water Cooled Data: Aftercooler CTD- 15OF
Fan Air Flow- 2,700 cfm
Cooling Water Required @: 80°F- 24 GPM
Water Temperature Rise- 24°F @ 80°F
Items as specified below
QTTY
Description
Unit Price Total Price
1
Sierra H100 Oil Free Rotary Screw Air
$66,686.38 $66,686.38
Compressor
1
NEMA 4
Included
1
230/460V Totally Enclosed Fan Cooled High
Included
Efficiency Motor
1
Star -Delta Starter
Included
12/11/2006 Proposal # 240395 8
Our Standard Terms and Conditions are an integral part of this quotation and any resulting orders.
(1-MIngersoll Redd
H 100
tr CCL .
R itiltt ttl.ett* Ault SOLUT10041111
1 Aircooled Aftercooler
Included
1 Intellisys Controller
Included
The Intellisys microprocessor utilizes a finger -touch membrane panel
providing access to all adjustments and key operating parameters. By
automatically warning and/or stopping the compressor, Intellisys then
displays the problem eliminating costly troubleshooting and minimizing
downtime. Intellisys provides five display standards, four adjustable
operating parameters, two fault warnings and eight fault shutdowns.
1 High Dust Air Filter
Included
1 Standard Factory Warranty
Included
The Company warrants that the equipment manufactured by it and
delivered hereunder will be free of defects in material and workmanship
for a period of twelve months from the date of placing the Equipment in
operation or eighteen months from the date of shipment from the factory,
whichever shall first occur.
1 Standard Base Aircooled
Included
1 Outdoor Modification $1,900.63
$1,900.63
1 Standard Aircooled Oil Piping
Included
1 Standard Oil Filter
Included
1 AirCare Advantage 5 - Drive Train
Included
Ingersoll Rands AirCare Advantage is designed to help you optimize
your investment in your compressed air equipment by extending the
protected life of its airend and drive components from one year to five
years. Please see the AirCare Advantage 5 Program literature or an
Ingersoll Rand Sales representative for complete details.
1 Ultra Coolant
Included
Ultra Coolant is a lubricant specifically formulated for use in Ingersoll
Rand air compressors. The lubricant qualities of this coolant far exceed
petroleum base and other synthetic oils. Ultra Coolant has a lifetime of
two (2) years or 8000 hours, whichever comes first.
Total Price $68,587.00
12/1 1/2006 Proposal N 240395 B
Our Standard Terms and Conditions are an integral part of this quotation and any resulting orders.
0 Ingersoll Rand
Wf ' "-
,.' .cONFRI14ska Attt SOLUTIONS
Quote Summary
All amounts are displayed In US dollars
Malberg Station
Cqt ( Description, Unit Price Total Price
2 H 100 $68,587.00 $137,174.00
Total Price $137,174.00
Delivery: 14 to 16 Weeks ARO
Payment Terms: Net 30 Days (Subject to prior credit approval)
FOB: Factory (Davidson, NC)
Freight Terms: Prepaid and Add
Pricing and availability are subject to change without notice
12/11/2006 Proposal # 240395 B
Our Standard Terms and Conditions are an integral part of this quotation and any resulting orders.
'Mingerxoll RandJUM122EMM CO.. W .
COMPRI188E0 AIR SOLUTIONS
Quote Summary
All amounts are displayed in US dollars
Malberg Station
QtV Description Unit Price Total Price
2 H 100 $68,587.00 $137,174.00
1 Start-up (each compressor same day) Included Included
Total Price $137,174.00
"All equipment furnished with our manufacturer's standard materials, paint finishes, and warranties_
Our guotation is based only on the specs and information we have received We do not have the
complete project's plans and/or specifications. Items not specifically called out in the sections / plans
supplied are not provided, nor does it include applicable taxes, freight, start-up, training, special tests,
certifications, calculations, permits or installation, unless so stated herein.
Delivery: 14 to 16 Weeks ARO
Payment Terms: Net 30 Days (Subject to prior credit approval)
FOB: Factory (Davidson, NC)
Freight Terms: Prepaid and Add
Pricing and availability are subject to change without notice
12/19/2006 Proposal # 240395 B Revised
Our Standard Terms and Conditions are an integral part of this quotation and any resulting orders.
1. General The Terms and Conditions of Sale outlined herein sha11 apply I
to the sale by Ingersoll-Rand Company (hereinafter referred to as
Company) of products, equipment, and parts relating thereto (hereinafter
referred to as Equipment). It shall be understood that the Company's
proceeding with any work shall be in accordance with the terms and
conditions outlined herein.
The Company will comply with applicable laws and regulations in
effect on the date of the Company's proposal as they may apply to the
manufacture of the Equipment. Compliance with any local governmental
laws or regulations relating to the location, use or operation of the
Equipment, or its use in conjunction with other equipment, shall be the
sole responsibility of the Purchaser.
Risk of Loss Title and risk of loss or damage e
Eymp the Purchaser upoen
manufacturing facility rwtsethe panics,
except that a security interest ll remain in the
Company, regardless of achor other property,
until full payn een made therefor, chaser shall
adequat a Equipment against loss or damage cause
e ft
Company shall be named as an additional insured.
3. Assignment Neither party shall assign or transfer this contract without
the prior written consent of the other party.
ery and Delays Dclivery dates shall be interpreted as es'
an shall dates be construed as falling within ng of
"time is of the
The Company sh iable for or delay due to causes
beyond the reasonable con pany. In the event of delay in
performance due to at all ate of delivery or time for
completion will ed to reflect t ngth of time lost by
reason elay. The Purchases s recenp ipment shall
a waiverof any claims for delay.
5. Taxes The price does not include any present or future Federal, State,
or local property, license, privilege, sales, use, excise, gross receipts or
other like taxes or assessments applicable to this transaction or any
services performed hereunder. Such taxes will be itemized separately to
Purchaser. The Company will accept a valid exemption certificate from
Purchaser. If exemption certificate is not recognized by the governmental
taxing authority, Purchaser agrees to promptly reimburse the Company
for any taxes which the Company is required to pay. i
6. Patents The Company shall defend the Purchaser against any
proceeding based upon a claim that the Equipment manufactured by the
Company, and furnished under this contract, infringes any patent of the
United States ofAmeriea, providing the Company is promptly notified in
writing and given authority, information and assistance for defense of
same; and die Company may, at its option, procure for the Purchaser the
right to continue to use said Equipment, or modify it so that it becomes
non -infringing, or replace the same with non -infringing equipment, or
remove said Equipment and refund the purchase price. The Company
does not accept any liability whatsoever in respect to patents claiming
more than the Equipment furnished hereunder, or claiming methods and
processes to be carried out with the aid of said Equipment. The foregoing
states the entire liability of the Company with regard to patent
Infringement
arranty The Company warrants that the Edef#e
ptent red
y elivered hereunder will be free of atcrial and
workman s eriod of twelve months ate of placing the
EquipPment in op ei hteen inrn the date of shipment,
whichever shall first occu .
The Purchaser shall be fly report any failure to
conform to this wart writing tot c within said period,
whereupon the y shall, at its option, corn nonconformity,
by suitab r to such Equipment or, furnish a cut part
pr ' e Purchaser has stored, installed, maintained, an rated
AIR SOLUTIONS GROUP
TERMS AND CONDITIONS OF SALE
•h Equipment in accordance with good industry practices and has
with specific recommendations of the Company. Compan
reserve right to take possession of or direct Purchaser to return
replaced pa hich shall become Company property. Access or
equipment furni by the Company, but manufactured by of , shall
carry whatever w ty the manufacturers have conv to the
Company and which passed on to the Purchaser. s warranty
shall not apply to any con t which Purchaser dire Company to
use in or add to the Equipmen , which would not erwise be used
or added by the Company. 'The . any shall n e liable for any
repairs, replacements, or adjustments Equi nt or any costs of
labor performed by the Purchaser or oche . the Company's prior
written approval,
The effects of corrosion, erosion, and rma ar and tear are
specifically excluded. Performance w ties are ' ed to those
specifically stated within the Compa proposal, and t ompany's
obligation for meeting such perform warranties shall be t ect in
the manner and for the period oft' provided above.
THE COMPANY MAKI NO OTHER WARRANTY
REPRESENTATION OF A KIND WHATSOEVER, EXPRESS
OR IMPLIED, EXC _P AT OF TITLE, AND ALL IMPLIE
WARRANTIES OF CHANTABIL17Y AND FITNESS FOR A
PARTICULAR PU E, ARE HEREBY DISCLAIMED.
Correction by Company of nonconformities whether patent or
latent, in the er and for the period of time provided above, shall
constitute ment of all liabilities of the Company for such
nonconfti es, with respect to or arising out ofsuch Equipment.
The P aser shall not operate Equipment which is considered to be
defe and any such use of Equipment will be at the Purchaser's sole
lion of Liability The remedies of the
Purchaser set forth
arc ex the total liability of the Company with is
contract, whet t on contract, warranty, m indemnity,
strict liability or otherw not exceed th se price of the unit
of Equipment upon which suc
The Company and its suppli o event be liable to the
Purchaser, any successors ' est or an ry or assignee of
this contract for a equential, incidental, special, or
punitive dam mg out of this contract or any brea for
any def r failure of, or malfunction of the Equipment her
wl r not such loss or damage is based on contract, warranty,
Bence, indemnity, strict liability or otherwise.
9. Nuclear Liability In the event that the Equipment sold hereunder is to
be used in a nuclear facility, the Purchaser shall, prior to such use,
arrange for insurance or governmental indemnity protecting the
Company against liability and hereby releases and agrees to indemnify
the Company and its suppliers for any nuclear damage, including loss or
use, in any mariner arising out of a nuclear incident, whether alleged to
be due, in whole or in part to the negligence or otherwise of the
Company or its suppliers.
ning Law The rights and obligations of the pa '
goveme of the State of New Jersey cr conflicts
of law provisions. Nations co n contracts for the
international sale ofg s is agreement.
11. Execution The C all not be bo I contract or any
t t modification il approved in writing by an the
Corn contract, when so approved, shall supersede a
uIONFications, either oral or written.
ASG.IIR Form LD-102(Rev.04102)
printed in U.S.A.
EXHIBIT
EXHIBIT B
INSURANCE SCHEDULE
U.S. Equipment shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Hazards
Automobile Liability
Bodily Injury Property Damage
Each Person Each Accident Each Accident
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
II. Liabili
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractor
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and umbrella insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Contractor shall provide such further proof of insurance documentation as
the City deems necessary.
EXHIBIT `B"
c
RISK MANAGEMENT OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: March 8, 2007
TO: Nelly Giron
Deputy City Clerk
FROM: Willard G. Yamaguchi
Chief Deputy City Attorney/Acting Risk Manage
01
RE: U.S. Equipment Co., Inc.
Please be advised that the above referenced has provided
acceptable insurance coverage.
Attached for your retention are original insurance certificates
and related policies, declarations and/or endorsements for the
above -referenced insured that were issued by:
• Hartford Casualty Ins Co (General Liability, Automobile
Liability, and Excess/Umbrella Liability)
• Republic Indemnity Company (Workers Compensation)
This concerns Resolution No. 9246, Agreement File No. 07-019.
WY/kr
cc: Donal O'Callaghan
'-""�+ ++�+pV+�+.� V♦ V/ LV4/l VLL fC"lVL VVL/ VV( l 06A
ACORD CERTIFICATE OF LIABILITY INSURANCE
- IIS� U 1
°`'�`""rn
03 07 07
PRODUCER
Arthur J. Gallagher & Co.
Ins Brokers of CA Inc. 0726293
505 N. Brand Blvd, Suite 600
Glendale CA 91203-3944
Phone: 818-539-2300 7ax:818-539-2301
THIS CERTIFICATE 15 ISSUED AS A (NATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
i INSURERS AFFORONG COVERAGE
NAiCiI
INSURED
ff, S.
Bgivmpmeeut Co . , Inc .
P.O. ox 15325
Los Angeles CA 9001E
) INSURER A: Hartford CasualIns CO
i INSURERS.. its ablic Indemilty Company
INSURER a
INsuReRa.
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAND ABOVE FOR THE POLICY PERIOD INDICATED. NOT WITHSTANDING
ANY REQUIREMENT. TERM OR COMMON OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CON MOM OF SUCH
POLICIES. AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
TYPEOFMNSURANCE
POUCYNUMBER
DAT p
DATE1.
LIMITS
GENERAL LIABLITY
I
EACHOGCURRFJtCE
i 1, 000, 000
PREMIsE8NEe0eamince
s 300_,000
A
X
B COMMERCIAL GEMERALLwBIUTY
CLAIMS MADE D OCCUR
72UUNWOSSS
09/09/06
09/09/07
MED EXP (My one parson)
i $10 , 0 0 0
iPERSONALSAOVINJURY
PERSONAL
$1,000,000
i 2, 000, 000
F
GEN'L AGGREGATE UNIT APPLES PENT:
PTYJOUCTS - Co4FIOP AGG
s2,000,000
X POLICY PPIiD- =
A
AUTOMOBILE
B
LIABILITY
ANY AUTO
72UUNGIWOSSS
09/09/06
09/09/07
COMBINED SINGLE LIMIT
i (Ea accident)
$1, OOO, 0OO
BODLY INJURY
I "WS-)
i
ALL OWNED AUTos.
SCHEDULED AUTOS
X
X
BODILY INJURY
(Per )
S
}
HIRED AUTOS
ION-OWNEDAUTOS
PROPERTY DAMAGE
(Per aOp1dwd)
} S
j
X
Comp/Coll
(
} 10 0 0 Dad
GARAGE LIABILITY
AUTO ONLY- EA ACCIDENT
S
OTHER THAN EA ACC
AUTO ONLY. AGG
S.
ANY AUTO
}
E
D(CESSAIMBRELLAUA94ITV
f
EACH OCCURRENCE
$6,000,000
A
f
OCCUR L—; CLAIMSMAOE
72REUGJ0875
D9/09/06
09/09/07
AGGREGATE:
�$6,000,000
_
s_
1
DEOUCTIBLE
i
}
S.
X i RETENTION $10 , 0 0 0
s
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRETOPWART,NEwaxECUTIVE
OFFyFFIICEWMEMBEREXCLUDED?
3PEGALPROVtS10NS6alaw
2926-18
02/05/07
02/09/08
X '•TORY LIMITS ER
E.L. EACH ACCIDENT
S1,000,000
E.L. DISEASE-VAEMPLOY•
$1,000.000
E.LDISEASE -POLICY LIMIT
i 1, 000r 000
I oTT+ER
}
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
*10 days notice of cancellation for non-payment of premium.- All policy
terms, conditions, limitations and exclusions apply. City of Vernon, its
officers, and employees are included as Additional Insured with respects to
the General Liability arising out of the operations of Named inaured per
attached policy form HGOOD10605.
{,GR i /i'IVN 1 G
CITprvxR
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION,
DATE THEREOF, TNEBMW MjRERNIiLENDEAvoRTo1MAL 30* OATBWRnsm
City of Vernon
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 80 SHALL
Attn: Willard Yamaguchi
IMPOSE No OSU(TATION OR LIABILITY OF ANYT(dNO UPON THE ttVSIAtER ITS AGENTS OR
4305 Santa Be Ave.
Vernou CA 90058
Rs+RESENTATIVES.
ACORO 25 f200 1081
�; 4e- elm%jr=. vVb/ VV / rax nPerver
necessary fitigatfon expenses incurred by us and
necessary litigation expenses incurred by the
indemnitee at our request will be paid as
Supplementary Payments. NctvsgthstarMrtg the
provisions of Paragraph 2.1b.(2) of Section I —
Coverage A - Bodily Injury And Property Damage
Liability. such payments volt not be deemed to be
damages for "bodily injury" and "property damage" and
vWIJ not reduce the limits of insurance.
Our obligation to defend an insured's indemnitee and
to pay for attorneys' fees and necessary litigation
expenses as Supplementary Payments ends when:
a. We have used up the applicable GmN of insurance
cin the payment of judgments or settlements; or
b. The conditions set forth above, or the terms of the
agreement described in Paragraph f. above, are no
o longer met.
SECTION If "- WHD IS AN ►NSURI+D
co
1. If you are designated in the Declarations as:
a. An individual, you and your spouse are insureds,
but only with respect to the conduct of a business
c of which you are the sole owner.
M b. A partnership or joint venture, you are an insured.
# Your members, your partners, and their spouses
are also insureds, but only with respect to the
Iaft conduct of your business.
SNEW C. A limited liability company, you are an insured.
Your members are also insureds, but only with
respect to the conduct of your business. Your
aee� managers are insureds, but only with respect to
their duties as your managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are an
insured. Your "exec utive officers" and directors are
Insureds. but only with respect to their duties as
Your Officers or directors. Your stockholders are
MEN also insureds, but only with respect to their liability
as stockholders.
e. A trust, you are an insured. Your trustees are also b.
insureds, but only with respect to their duties as
trustees.
New 2. Each of the foltawing is also an insured:
a. Employees and Volunteer workers
C.
Your "volunteer workers" only white performing
duties related to the conduct of your business, or
your "employees", other than either your "executive
officers" (if you are an organization other than a
partnership, folnt venture or limited liability
company) or your managers (if you are a limited
liability company), but only for acts within the scope
of their employment by you or while performing
duties related to the conduct of your business. d.
HQ 00 0106 05
However, none of these "employees' or "volunteer
workers* are Insureds for:
(1) "Bodily injury" or "personal and advertising
Injury":
(a) To you, to your partners or members (if you
are a partnership or JOWA venture), to your
members (if you are a lh7*od liability
company), to a co `employee" white in the
course of his of her employment or
performing duties related to the conduct of
your business. or to your other 'volunteer
workers" while performing duties related to
the conduct of your business;
(b) To the spouse, child, parent, brother or sister
of that co -"employee" or that "voluntear
worker" as a consequence of Paragraph
(1xa)above-,
(c) For which there is any obligation to share
damages with or repay someone else who
must pay damages because of the injury
described in Paragraphs (1)(a) or (b) above:
or
(d) Arising out of his or her providing or failing to
provide professional health care services_
If you are not in the business of providing
professional health care services, Paragraph (d)
does not apply to any nurse, emergency
medical technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property,
(a) Owned. occupied or used by,
(b) Rented to. in the care. custody or control of,
or over vfiich physical control is being
exercised for any purpose by
you, any of your "employees', "volunteer
workers`, any partner or member of you are a
partnership or joint venture), or any member (if
you are a limited liability company).
Beat Bstat a Manager
Any person (other than your "employee or
'volunteer worker"), or any organization white
acting as your real estate manager.
Temporary Custodians of Your Property
Any person or organization having proper
temporary custody of your property if you die, but
only:
(1) VVM respect to liability arising out of the
maintenance or use of that property. and
(2) Until your legal representative has been
appointed.
Legal Representative If You Die
Your legal representative if you die, but only with
respect to duties as such. That representative will
Page 9 of to
--"'" --- - e-- .i/ V/ GVV I Z2: LG rHur. VU I/VV i rax oerver
have all your rights and duties under this Coverage
Part.
e. Unnamed Subsidiary
Any subsidiary. and subskMry thereof, of yours
which Is a legally incorporated entity of which you
own a financial interest of more than 60% of the
voting stock on the effective date of the Coverage
Part.
The insurance afforded herein for any subsidiary
not named In this Coverage Part as a named
Insured does not apply to injury or damage with
respect to which an insured under this Coverage
Part is also an insured under another policy or
would be an insured under such policy but for its
termination or the exhaustion of Its limits of
insurance.
5, Nonowned Watercraft
With respect to watercraft you do not own that is less
than 51 feet long and is not being used to carry
persons for a change, any person is an insured while
operating such watercraft with your permission. Any
other person or organization responsible for the
conduct of such person is also an insured, but only
with respect to liability arising out of the operation of
the watercraft, and only If no other insurance of any
land is available to that person or organization fof this
liability.
However, no person or organization is an insured with
respect to:
a. "Bodily injury" to a co -"employee" of the person
operating the watercraft: or
b "P dam "+A owned fled t
ropetty age properly by. re o.
3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer
Any organization you needy acquire or f m, other than of any person who is an insured under this
a partnership. joint verdure or limited 6abRy company, a provision N ::,, :..:. _ :. ._..:._: ;.....:._.........
and over which you maintain financial interest of more Written
than the vot of uhg stock, w411 quality as a Named
Insured it there is no other simillar insurance available Y :
thi Following person(s) or organtzathon(s) are an
to that organization. However additional insured when you have agreed, in a written
a. Coverage tinder this provision is afforded only until contract. written agreement or because of a permit
the i80th day after you acquire or form the issued by a state or nntifical subdivision that such
organization or the end of the policy period, person or organization be added as an additional
whichever Is earlier, insured on your policy, provided the injury or damage
b. Coverage A does not apply to 'bodily Injury'
"property damage" that occurred before
acquired or fanned the arpanbzation• and
or occurs subsequent to the execution of the contract or
you agreement.
c. Coverage B does not apply to "personal and
advertising Injury" arising out of an offense
committed before you acquired or forted the
organization.
d. Mobile Equiipntettt
;IWtt respect to Vwbft equipment` registered In your
name trAer airy motor vehicle registration law any
Person is an Insured while driving such equipment
along a public #sigtarray with your permission. Any caller
person ar or+yar&A#txh responsible for the conduct of
such person is also an insured, but only with respect to
lability arising out of the operation of the equipment,
and only If no other insurance of any kind Is available
to that person or organization for this liablt'dy. However,
no person or organization is an insured with rasped to:
a. "Bodily injury' to a co -"employee" of the person
driving the equipment; or
b. 'Property damage" to property owned by, rented to,
in the charge of or occupied by you or the employer
Of any person who Is an Insured under this
provision.
Page i 0 of 18
A person or organization is an adifttiortai insured under
this provision only for that period of tine required by
the contract or agreement.
However, no such person or organization is an insured
under this provision if such person► or organization Is
Included as an Insured by an endorseinent issued by
us and made a part of this Caverap Part.
a.. {few
Any person(s) or mganization(s) (referred to below
as vendoo, but only with !aspect to *bodily injury"
or "property damaW arising Md Of "Y&X products"
which are distributed or said in the regular course
of the vendoes�business and anty if this Coverage
Part provides coverage for 'bodily injury' or
"property damage" included within the `products -
completed operations hazard".
(1) The insurance afforded the vendor is subject to
the following additional exclusions:
This Insurance does not apply to.
(a) "Bodily injury" or 'property damage" for
which the vendor is obligated to pay
damages by reason of the assumption of
liability inn a contract or agreement. This
exclusion does not apply to fiatiifity for
damages that tine vendor would have in The
absence of the contract or agreement;
HG 00 0106 as
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COMMERCIAL GENERAL LIAaILITY
COVERAGE FART - DECLARATIONS
POUCY NUMBER: 72 UUN G=70858
This COMMERCIAL. GENERAL LIABIL.iIY COVERAGE PART consim of:
A This Declarattorw.
B. Commercial General Lfabflity Schedule;
C. Commercial General LiabBlty Covenigs Form: and
D. Any Endorsements Issued to be a part of thts Coverage Part and 1leted below.
UWTS OF IAMRANCE
The Limits of Insurance, subject to a8 the terns of this Policy that appty, are:
Each Occurrence Limit
Damage to Premises Rented to You Limit -wry One Premises
Medcal Expense limit - Any One Person
Perscnef and Advertising Injury Unit
General Aggregate Limit,
(othor than Producfs-Completed Opembons)
Pro*XWComple%d OperMons Aggregate Limit
AUOITPERIOD: ANNUAL AUDIT
$1,000,000
$300,000
$10,000
$1,000,000
$2,000,000
$2,000.000
Except In this Dedarstions, when we use the word'Yedaragone in this Coverage Pad, we mean tide "MclarsGons" or
the "Common Policy Declarations.
Form Numbers of Coverage Forms, Endorsements and Schedules that are part of this Coverage Part:
HC70010605 CGO0670305 CG24041093 CO25040397 14C008S0605
HG00010605 HG21020204 CG32340105 HC21370393 SC21900901
HC12101185T
IH12011185 WAIVER OF 79mmfmR RIGHTS OF RECOvatY AC&n=
OTHERS FORM CG2404
Form HG 0010 07 26
- -- .�..�. =,==s��•-� oioic..v. 1-1:4G rcwn vvq/vvl rax .7e.Cver
UMBRELLA LIABILITY POLICY DECLARATIONS
INSUROL HARRTF01W CASUALTY iNSURA= COWANY
HAR.TFO1W PLAZA, HARWORL), CT 06115
THEX
POLICY NEIUM: 72 MW G7087�ji
5 K2 i1iiFORD
RBNSWAL OF: 72 RNLI G70875
m
1. Bloused irk and Umdho Address: 949. z0anum tW]I y' zw.
ms MLL200
P.o. sax is33s
LOS i>f1amm C.i Mll
(r.0B atloRt m t olAez )
0
2. PolicyPoriod: Flan 09/09/06 To 09/09/07
12:01 A.M., Standard Tkne at mal9ng address shmn above.
3. Agsntl kWw Itamo: ARIUM J ti1LL&== A 00 INS SM
0
4. Audit Pwfod: NOT SUBJECT TO AUDIT
0
h
cV
PPA3mm
N
RATE PER
BASIS
o
0
In
cli
t►. S44nwrrd Rebrd1cn $10, 000 each ocainvoce
7. tbrits of kwarame The tirrft of insurance, subjwt to aft of ft temrs of Itfs poky, are.
sus
QseWW AWO( b t nA(Ottrsr #mw Nmhicb - Cornosted Operations.
�i
80* hu ry By Disease and Admiab"
46,000,000
Prodercts - Ownpieted Operofto AWwjab Lk*
$61000, 000
aY Disease A0.i"aft Un t
$6, 000,1000
s�
Each Om erwe Un*
06. 000. 000
.a
a UndeftlAg bumrancs PaUcks 4sae afiadwd Sdtaduls)
NEON
0. This polioy consists at:
(a) TW& DedamlorW
tb) The Sc bedWe of Und94ft fneurance Policies; XL00050502 t
to) The Potty Provisions; XL00030605
eat
(d) Tiw f ky CWW XV000?0638
(a) Any Endorsomerft shown befow.
Endawmenta fcrnting part of thb polcy when beard:
X00001100 IHO9850206 ZLO2420199 ZLO4151088 XL21040786 XL21050786
s
KU1241100 XL21820393 XL23170204 XL23251205 XL24011100 XL24341100
l
LISTING OF ADDITIONAL FORM NUMBBRS commNi7ED ON A StTB3 mom PAGE
Countwsfgned by
Auftfized FloprssealaWs Data
ORIGINAL
Fom1 XL 00 0106 98 PAGE 1 (CONTINUED ON NEXT PAGE)
Best's Rating Center - Company Information for Hartford Casualty Insurance Company Page 1 of 2
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Hartford Casualty Insurance Company
(a member of Hartford Insurance Group) Assigned to companies that
A.IN.Best#: 02229 NAIC #: 29424 FEIN #: 060294398 have, in our opinion, a superior
ability toPhone: 860-547-5000 obligations toeetpolicyholders.
Address: Hartford Plaza
Hartford, CT 06115 Fax: 860-547-6343
Web: www.thehartford.com
Best's Ratings
Financial Strength Ratings View _Defini-ions
Rating: A+ (Superior)
Affiliation Code: p (Pooled)
Financial Size Category: XV ($2 billion or more)
Outlook: Stable
Action: Affirmed
Effective Date: June 28, 2006
X Denotes Under Review Best's_Ratinqs
Issuer Credit Ratings view oefinitio
Long-Term:aa-
Outlook: Stable
Action: Affirmed
Date: June 28, 2006
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Report Revision Date: 07/24/2006 (represents the latest significant change).
Historical Reports are available in Best's Company Report Archive.
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Data Status: 2006 Bests Statement File - P/C, US. Contains data compiled as of 1/4/2007
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0�
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 22, 2007
U.S. Equipment Co., Inc.
Attn: Tom Latourell,
Compressed Air System Engineer
1810 W. Venice Blvd.
Los Angeles, CA 90006
Re: Equipment Purchase Contract
Dear Mr. Latourell:
In accordance with Exhibit "B" of said agreement, you are to furnish
the City with proof of insurance.
Please submit your insurance documents to Willard Yamaguchi, Acting
Risk Manager, for review and approval. Upon approval of said
documentation, this office will forward to you a fully executed
duplicate original agreement.
If you have any questions, please contact Willard Yamaguchi at
323/583-8811 ext. 175.
Very truly yours,
t
Nelly G ron
Acting City Clerk
NG:dr
cc: Willard Yamaguchi
Donal O'Callaghan
Resolution No. 9246
Agreement File No. 07-019