Resolution No. 93651
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RESOLUTION NO. 9365
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AND SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND PROFESSIONAL HEATING
& AIR CONDITIONING, INC. FOR AIR CONDENSING UNIT
WHEREAS, the Community Services Department desires to
purchase an air condensing unit (the "Equipment") to replace the
existing unit located in the basement of City Hall that cools various
Police Department rooms and the telephone equipment room as the 20-
year old system is no longer reliable and continually breaks down
requiring costly repairs; and
WHEREAS, the Finance Director has determined that
Professional Heating & Air Conditioning, Inc. ("Professional Heating")
is the lowest responsible vendor meeting the requirements of the
Community Services Department; and
WHEREAS, the City and Professional Heating desire to enter
into a Services Agreement setting forth the terms and conditions under
which the City shall purchase the Equipment and Professional Heating
shall perform installation, removal, and testing services; 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 Professional Heating for the
Equipment and services to enhance services provided to the Vernon
community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Services Agreement with Professional Heating, in
substantially the same form as the copy which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with
Professional Heating for, and on behalf of, the City of Vernon and the
City Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to give one fully executed
Agreement to:
Professional Heating & Air Conditioning, Inc
Attn. Darryl Bruchet
352 S. Irwindale Avenue
Azusa, CA 91702-3214
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
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1 SECTION 6: The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 16th day of July, 2007.
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7 Name: Leonis C. Malburg
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Title: Mayor /
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10 AT ST:
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13 MANUELA GIRON, City Clerk
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STATE OF CALIFORNIA
ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9365, was
duly adopted by the City Council of the City of Vernon at a special
meeting of the City Council duly held on Monday, July 16, 2007, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon. r
(SEAL,)
MANUELA G
City Clerk
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EXHIBIT
V4,
EQUIPMENT PURCHASE AND 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 16t" day of July, 2007, in the City of Vernon, County of
Los Angeles, California
BY AND BETWEEN
M
CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
PROFESSIONAL HEATING & AIR
CONDITIONING, INC., hereinafter
referred as "Contractor,"
352 S. Irwindale Avenue
Azusa, CA 91702-3214
RECITALS
WHEREAS, the City desires to replace the existing 25-ton air condensing
unit located in the basement of City Hall that cools various Police Department rooms and
the Telephone equipment room as the 20-year old system is no longer reliable and
continually breaks down requiring costly repairs; and
WHEREAS, the Community Services Department desires to purchase a 25-
ton Carrier Condensing unit model AUDSB025S set on seismic spring isolators,
together with related equipment and accessories (hereinafter collectively referred to as
the "Equipment"); and
WHEREAS, Contractor submitted a proposal dated May 30, 2007 for the
purchase of the Equipment and removal, installation and testing services (hereinafter
collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit
A and incorporated by reference; and
WHEREAS, the Proposal includes a description of the Equipment and
services to be performed by Contractor and the attendant costs; and
WHEREAS, the Equipment has been bid, and Contractor's cost proposal
is acceptable to the City; and
WHEREAS, Contractor has advised the City that it is qualified and
capable of providing the Equipment and services described in Exhibit A, and is willing to
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do so on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide to provide for the purchase and delivery of Equipment, material and the labor to
install the Equipment on a contractual basis as defined in the terms and conditions set
forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. PURCHASE OF EQUIPMENT
1.01. Contractor agrees to sell, deliver, install and test the Equipment, including all
material, and the City agrees to purchase the Equipment and services as identified in
Exhibit A. Contractor also agrees to remove the existing air condensing unit and haul it
away.
1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment at the City of
Vernon, F.O.B. Job Site. Contractor 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.
SECTION 2. TERM OF CONTRACT
2.01. This Agreement will become effective upon issuance of a Purchase Order, and
will continue in effect until such time as the City approves the scope of work
completed pursuant to the Proposal or until terminated as provided in this
Agreement.
SECTION 3. DEFINITION OF TERMS
3.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
C. "Contractor" shall mean Professional Heating & Air Conditioning, Inc. and
where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
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D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 5.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "Equipment" shall mean the equipment identified in Exhibit A.
G. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
H. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and
representatives.
"Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
J. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
1. Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
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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.
K. "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.
L. "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 4. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
4.01. Contractor's Services shall include, but will not be limited to, installing the
Equipment, removing the existing unit, recovery of existing refrigerant, setting
condenser on seismic spring isolators, modifying and connecting both suction
and liquid lines to new condenser using vibration eliminators, reinsulating suction
lines, installing new filter driers on both suction and liquid lines, modifying and
connecting electrical to new condenser, installing new condenser fan motor duct
including a side access door, charging new unit with R-22 refrigerant to factory
specifications and run tested. The Contractor's Services are more specifically
detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein
by this reference.
4.02. 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
4.03. 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.
4.04. City may make "Changes" by increasing, reducing or deviating from the
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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
4.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end when Contractor has
completed the work according to the Proposal, unless this Agreement is
otherwise terminated according to Section 7 of this Agreement or extended
according to the conditions and terms set forth in this Agreement. Delivery is
expected to be completed no later than twelve (12) weeks from the issuance of
City's Purchase Order. Completion of the services to be performed by
Contractor is expected to be no later than sixty (60) days after delivery.
4.06. 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
4.07. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Services.
Status of Contractor
4.08. 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.
4.09. 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.
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Payment of Taxes
4.10. 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.
4.11. 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.
4.12. 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 5. COMPENSATION
5.01. In consideration for the Equipment and Services to be performed by Contractor,
described in this Agreement, City agrees to pay Contractor a sum not to exceed
Twenty -Seven Thousand Eight Hundred Sixty Dollars and Ten Cents
($27,860.10), which includes applicable sales tax, parts, labor, delivery,
installation, and testing (the "Contract Price"). The actual amount will be based
on the amount required to furnish the Equipment and perform the services, billed
in accordance with Contractor's Proposal attached as Exhibit A.
Entire Compensation
5.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Equipment and 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.
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Payment of Compensation
5.03. For Equipment and Services rendered under this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 5.01 of this Agreement as follows: ten
percent (10%) upon issuance of the Purchase Order, forty percent (40%) upon
delivery of equipment and the balance due at the completion of Work. City shall
make payment to Contractor within thirty (30) days of acceptance and approval
of an invoice prepared in accordance with City requirements.
5.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
5.05. 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.
Compensation for Changes
5.06. 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 4.03 and 4.04 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 6. OBLIGATIONS OF THE PARTIES
6.01. 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.
Products of Consulting
6.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
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Liability Insurance
6.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
6.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
6.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
6.06 Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Underground Liability, with a minimum combined single limit
of $2,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all
owned, non -owned or hired vehicles with a minimum combined single limit
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of $1,000,000 per occurrence for bodily injury and property damage.
D. Umbrella or 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 liability 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.
6.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor shall submit to the City documentation indicating compliance
with these minimum requirements no less than one (1) day prior to the beginning
of performance under this Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City,
6.08. Contractor shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
6.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents and employees from
all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements, and penalties, losses, fines, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement. The obligations in this Paragraph are in addition
to Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
6.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
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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.
6.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
6.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
6.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, Liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
6.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
6.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
6.16. The treatment and care of injuries sustained by Contractor's employees,
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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
6.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
6.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
6.19. Contractor agrees that all Services provided will be conducted by the principal
and competent staff members, if any, under the supervision of the principal, and
that Services will be performed and rendered diligently. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
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Indemnity Process
6.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor fails, within a reasonable time after
receipt of such notice, to assume the defense with counsel reasonably
satisfactory to City, or if, in the reasonable judgment of City, a 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
6.21. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
6.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
6.23. Except as expressly permitted by prior written consent of the City, Contractor
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Contractor and/or its
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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.
6.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
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.
6.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
6.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
6.27. Contractor shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
6.28. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measured by the wages and salaries of persons employed by Contractor.
6.29. Contractor shall indemnify City against, and hold City harmless from, any liability
Page 13 of 19
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
6.30. 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
6.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 7. TERMINATION OF AGREEMENT
7.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final comprehensive
report summarizing the Services, analysis of pumping tests and water quality
results, unless otherwise extended according to the terms and conditions set
forth in this Agreement.
Non -Default Termination
7.02. 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.
7.03. 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 (1)
necessary Work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
("Termination Expenses"). Termination Expenses shall not include lost profits,
lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
Page 14 of 19
Termination on Occurrence of Stated Events
7.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
7.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
7.06. 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.
7.07. 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.
Page 15 of 19
SECTION 8. GENERAL PROVISIONS
Notices
8.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (return receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3`d) day after mailing, whichever occurs first.
Contractor — Professional Heating City - City of Vernon
& Air Conditioning, Inc. Attn: City Administrator
Attn: Darryl Bruchet 4305 Santa Fe Avenue
352 S. Irwindale Avenue Vernon, CA 90058
Azusa, CA 91702-3214
Fax: 626-388-1057 Fax: 323-826-1438
Telephone: 626-388-1051 Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
8.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding. No amendment or change in the provisions of this
Agreement shall be made, except in a formal written amendment signed by
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. Each party represents and
warrants that it has read and fully familiarized itself with this Agreement, and that
such party has been fully authorized to sign this Agreement.
8.03. 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
Page 16 of 19
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
8.04. 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
8.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
Page 17 of 19
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
8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
8.07. 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.
8.08. 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.
8.09. 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
Page 18 of 19
thereof.
8.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City:
City of Vernon
Name:
Title:
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
Contractor:
Professional Heating & Air Conditioning, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
Page 19 of 19
EIT A
C+ of¢sSlonoI
`satin & Air
i_1::. :� Pr
_ r
S. Irurmdale Rye., Azusa, r%A Ell ALL h b2ti i'iz f t iy • ' x r "<".t�. s,iti i k i r 1*i r c (,-6 663.13,w
Address: 4305 Santa Fe Ave T Contact:
City: Vernon State: gA _Zip: 90058 Address:
Contact: Kenny City: State: Zip:
Phone No: 323-583-8811 ~hone No:
Fax No: 3Z3-826-1436 ' Fax Nv:
Claim, Escrow or Purchase Order No:
THE CONDITIONS ON THE SUBSEOUENT PAGES ARE PART HER OF.
WE PROPOSE TO FURNISH DESCRIBED EQUIPMENT, MATERIAL AND LABOR TO DO THE FOLLOWING:
All above work completed for the sum of Thirty-one thousand, five hundred eighty-
six dollars and fifty-four cents. $ 31.386.54
Options: #1. Job done with a Carrier 25 ton condenser for $ 27,560.10
Not included: permit fees
Payment Terms:
10% deposit due at time of booking
40% due upon equipment arrival
Balance due upon completion of scope of work above.
t have read and understPrtd the payment terms 'Initial)
Net upon presentation of invoice. 1 1/2% per month will be added to invoice over 30 days past due.
This offer is good For 30 days from above date and if not accepted by Buyer within that period it is automatically
withdrawn.
Conditions
Page 1 of 3
All contracts are subject to the approval of both our
engineering department and our credit department. We
resGNo the ri It to "te ihC Vanoti5 aquipnient where
they -.Ail! give the best results. It is understood and agreed
that alterations or changes from this original contract are
to be paid for at a reasonable rate by the Owner/Buyer.
Buyer assumes all risk of loss and damage to the
materials to be furnished by coniractor from the moment
said malcda)s are dclivcred to the prcmiscs upon,
the work is to he performed, regardless of whether said
installation is complete and regardless of cost, if any
material is lost or damaged so that it becomes necessary
for said materials or any pan thereof to be replaced, then
buyer agree, to pay contractor the cost thereof at the
current prices prevailing at the tirne of replacement. Title
to the equipment will remain with us, until all sums due us
have been paid.
Contractor shall have the right to stop work it any
payfrreart shall not be made to contractor under bhis
agreement; cent„rsctor may keep the job Idle until all
payments due are received. Contractor may terminate this
contract upon the occurrence of delays beyond its control
by written notice to the buyer. In even of such termination,
buyer agrees to pay the contractor the reasonable value of
;;lt la�.or and mat,ainals that hats --n iro.alled to the date
of termination,
If the progress of the work shall be delayed for any of
the reasons referred to in the above paragraph, then
contractor shall be given additional reasonable time to
complete said work. if, during the period of time that i;M-
work is delayed from any of the foregoing conditions, the
cost of labor, labor benefits or materials, shall increase the
NOTICE OF CANCELLATION
CANCELLATION
Cost existing at iiie tirne of execution of iiry Cu.tlrta,
contractor may add the cost thereof to the contract price
provided herein. Said increased cost shall be added to the
next payment due from the purchaser.
Buyer to do all final roofing, painting, and decorating
for the ceiling, wall and floor as needed.
In the even the buyer fails to mai•.e payments as
hP,.rPin nrnvitiPtt, and this contract is ntar_.Pr1 in the tianrig
an attorney, the owner/buyer agrees to pay, in addition, a
reasonable attorneys fee.
All work shall be performed during regular business
'lours, unless stated elsewhere in thlb- agreement and the
contractor shall be entifted to receive extra compensation
on account of any increased costs caused by the
performance of work during other than regular business
hours.
Warranty
This installation shall carry a one-year labor and
material warranty during setter's regular business hours
upon payment paid in full. Service under this warranty
does not include routlne product maintenance. Warranty
does riot include biter, fuse, or circuit breaker replacement,
or if the thermostat Is in the off positron.
tf the electric power is insufficient to meet the
operating requirements of the equipment, contractor
assumes no responsibility for an operating failure or
damage to the equipment.
Enter date of transaction
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.
If you cancel, any property traded In, any payments made by you under the contract or sale, and any negotiable instrument
executed by you will be returned within 10 days hollowing receipt by the seller of your cancellation notice, and any security
interest arising out of the transaction will be cancelled.
It you cancel, you must make available to the seller at your residence, in substantially as good a condition as when received, any
goods delivered to you of idear ibis Wtriract ue sate, or you fray, if you wish. Lmiiply with the inslinKAans of the seller regarding the
return shipment of goods at the seller's expense and risk.
If you do not make the goods available to the seller and the seller does not pick them up within 20 days of the date of your notice
of cancellation, you may retain or dispose of the goods available to the seller, or if you agree to return the goods to the seller and
fail to do so, then you remain fiable for performance of all obligations under contract.
To cancel this trar-ar.tion; mail or deliver a signed and dated copy of this cancellation notice, or any other written notice, or send
a telegram to , at not later than midnight
(Name of seller) (Address of seller's place of business) (Date)
I hereby cancel this transaction
(Date) (Buyer's signature)
If, following acceptance by the Buyer, all or any of our portion of this order by the Buyer without default on part of the Company
or without the Company s written consent, the Buyer shall be liable to the Company for reasonable charges based upon
expenses already incurred and commitment made by the Company which, since difficult to ascertain, shall be deemed 10
percent of the purchase price of the goods for which the order was cancelled. Orders for nonstandard goods or the Corrpariy%s
standard grouts which arr> to bo modified or altsred at the request or the Buyer are noncanceHable after the approval of such
orders by the Company.
Notice to the Owner
Under fire California MecNnics' Lien Lain, any �ntractvr, subcontra :tor, laborer. supplier or other person whc helpu to improve
your property, but is not paid for hislher work or supplies, has a right to enforce a claim against your property. This means that
after a court hearing, your property could be sold by'a court officer and the proceeds of the sale used to satisfy the indebtedness.
This can happen even if you have paid your contractor in full if the subcontractors, laborers, or suppliers remain unpaid.
To preserve their right to fit- a claim or lien, against your property, certain claimants suchas subcontractcrs or malarial suppliers
are required to provide you with a document entailed "Preliminary Notice A OTigirvnl (or prime) contractors and laborers for wages
do not have to provide this notice. A Preliminary Notice is not a lien against your property. Its purpose is to notify you of persons
who may have the right to file a lien against your property if they are not paid. (Generally, the maximum time allowed for filing a
claim or lien against your property is ninety (90) days after completion of your project.)
To insure extra protection for yourself and your property, you may wish to take one or more of the following steps:
1. Require that your contractor supply you with a payment and performance bond (not a license bond), which provides that the
bonding company will either complete the project or pay damages up to the amount of the bond. This payment and performance
bond as waif as a copy of Me Construction writract should be filed with the country recorder for your further protection, `at
ovner'slbuyeft expense."
2. Require that payments be made directly to subcontractors and material suppliers through a joint control. Any joint control
agreement should include the addendum approved by the Registrar of Contractors.
3. Issue joint checks for payment, made out to both your contractor and subcontractors or material suppliers involved in the
project: This will help to inst,re that all persons duc payment are actually paid_
4. After making payment on any completed phase of the project, and before making any further payments, require your
contractor to provide you with unconditional lien releases signed by each material supplier, subcontractor and laborer involved in
that portion of the work for which payment was made. On projects involving improvements to a single family residence us a
duplex owned by individuals, the persons signing these releases lose the right to file a claim against your property. In other types
of construction this protection may still be important, but may not be as complete. TO PROTECT YOURSELF UNDER THIS
OPTION, YOU MUST BE CERTAIN THAT ALL MATERIAL SUPPLIERS, SUBCONTRACTORS AND LABORERS HAVE
SIGNED.
*Contractors are required by law to be licensed and regulated by the Contractors State License Board. Any questions concerning
a Contractor may be referred to the Registrar of the Board, whose address is: Contractors State License Board, 9835 Goethe
Road, P.O. Box 26000, Sacramento, CA 95826
ACCEPTANCE:
The above prices, specifications and conditions are satisfactory_ and hereby accepted.
You are authorized to do the work as specified. Payment will be made as outlined.
Accepted by:
Gate: May 30, 2007
(Customer)
"You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of
this transaction. See the notice of cancellation for an explanation of this right on the reverse side."
EXHIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Professional Heating agree that Professional Heating's compensation shall be adjusted
as follows:
City and Professional Heating agree that Professional Heating's schedule shall be adjusted as
follows:
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Professional Heating & Air Conditioning, Inc. City of Vernon
By By
Date Date
INSTRUCTIONS TO PROFESSIONAL HEATING
Contract Number:
Instruction to Professional Heating Number:
Date:
Specific Instructions to Professional Heating:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Professional Heating, a "Change", written notice
thereof must be given to City within 10 days of the receipt of these instructions. If such written
notice is given, Professional Heating shall not commence with the work so ordered until written
agreement is reached on the classification of these instructions and on the resulting adjustment in
contract compensation, if any.) In the event that City and Professional Heating fail to agree on
the classification of these instructions or resulting adjustment in contract compensation, if any,
refer to the Changes Section of the Agreement.
A Change
(Professional Heating shall, within 10 days of the receipt of these instructions, furnish City a
statement of its proposal for adjustment in contract compensation occasioned hereby.
Professional Heating shall not commence with the work so ordered until written agreement is
reached on the resulting adjustment in contract compensation, if any.) In the event that City and
Professional Heating fail to agree on the classification of these instructions or resulting
adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Professional Heating's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Professional Heating's Representative
- End of Exhibit E -
Date
an k mm
1 1 , Did al kk
DOCUMENTS
4
EQUIPMENT PURCHASE AND 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 16th day of July, 2007, 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 PROFESSIONAL HEATING & AIR
CONDITIONING, INC., hereinafter
referred as "Contractor,"
352 S. Irwindale Avenue
Azusa, CA 91702-3214
RECITALS
WHEREAS, the City desires to replace the existing 25-ton air condensing
unit located in the basement of City Hall that cools various Police Department rooms and
the Telephone equipment room as the 20-year old system is no longer reliable and
continually breaks down requiring costly repairs; and
WHEREAS, the Community Services Department desires to purchase a 25-
ton Carrier Condensing unit model AUDSB025S set on seismic spring isolators,
together with related equipment and accessories (hereinafter collectively referred to as
the "Equipment"); and
WHEREAS, Contractor submitted a proposal dated May 30, 2007 for the
purchase of the Equipment and removal, installation and testing services (hereinafter
collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit
A and incorporated by reference; and
WHEREAS, the Proposal includes a description of the Equipment and
services to be performed by Contractor and the attendant costs; and
WHEREAS, the Equipment has been bid, and Contractor's cost proposal
is acceptable to the City; and
WHEREAS, Contractor has advised the City that it is qualified and
capable of providing the Equipment and services described in Exhibit A, and is willing to
Page 1 of 19
do so on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with Contractor to
provide to provide for the purchase and delivery of Equipment, material and the labor to
install the Equipment on a contractual basis as defined in the terms and conditions set
forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. PURCHASE OF EQUIPMENT
1.01. Contractor agrees to sell, deliver, install and test the Equipment, including all
material, and the City agrees to purchase the Equipment and services as identified in
Exhibit A. Contractor also agrees to remove the existing air condensing unit and haul it
away.
1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment at the City of
Vernon, F.O.B. Job Site. Contractor 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.
SECTION 2. TERM OF CONTRACT
2.01. This Agreement will become effective upon issuance of a Purchase Order, and
will continue in effect until such time as the City approves the scope of work
completed pursuant to the Proposal or until terminated as provided in this
Agreement.
SECTION 3. DEFINITION OF TERMS
3.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
C. "Contractor" shall mean Professional Heating & Air Conditioning, Inc. and
where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
Page 2 of 19
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions -and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 5.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "Equipment" shall mean the equipment identified in Exhibit A.
G. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
H. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and
representatives.
"Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
J. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
1. Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
Page 3 of 19
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.
K. "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.
L. "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 4. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
4.01. Contractor's Services shall include, but will not be limited to, installing the
Equipment, removing the existing unit, recovery of existing refrigerant, setting
condenser on seismic spring isolators, modifying and connecting both suction
and liquid lines to new condenser using vibration eliminators, reinsulating suction
Fines, installing new filter driers on both suction and liquid lines, modifying and
connecting electrical to new condenser, installing new condenser fan motor duct
including a side access door, charging new unit with R-22 refrigerant to factory
specifications and run tested. The Contractor's Services are more specifically
detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein
by this reference.
4.02. 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
4.03. 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.
4.04. City may make "Changes" by increasing, reducing or deviating from the
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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
4.05. Contractor's Services shall commence upon the execution of this Agreement by
both parties and award by the City Council and shall end when Contractor has
completed the work according to the Proposal, unless this Agreement is
otherwise terminated according to Section 7 of this Agreement or extended
according to the conditions and terms set forth in this Agreement. Delivery is
expected to be completed no later than twelve (12) weeks from the issuance of
City's Purchase Order. Completion of the services to be performed by
Contractor is expected to be no later than sixty (60) days after delivery.
4.06. 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
4.07. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Services.
Status of Contractor
4.08. 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.
4.09. 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.
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Payment of Taxes
4.10. 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.
4.11. 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.
4.12. 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 5. COMPENSATION
5.01. In consideration for the Equipment and Services to be performed by Contractor,
described in this Agreement, City agrees to pay Contractor a sum not to exceed
Twenty -Seven Thousand Eight Hundred Sixty Dollars and Ten Cents
($27,860.10), which includes applicable sales tax, parts, labor, delivery,
installation, and testing (the "Contract Price"). The actual amount will be based
on the amount required to furnish the Equipment and perform the services, billed
in accordance with Contractor's Proposal attached as Exhibit A.
Entire Compensation
5.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Equipment and 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.
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Payment of Compensation
5.03. For Equipment and Services rendered under this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 5.01 of this Agreement as follows: ten
percent (10%) upon issuance of the Purchase Order, forty percent (40%) upon
delivery of equipment and the balance due at the completion of Work. City shall
make payment to Contractor within thirty (30) days of acceptance and approval
of an invoice prepared in accordance with City requirements.
5.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
5.05. 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.
Compensation for Changes
5.06. 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 4.03 and 4.04 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 6. OBLIGATIONS OF THE PARTIES
6.01. 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.
Products of Consulting
6.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
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Liability Insurance
6.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain at its own
expense, those minimum levels of insurance coverage as set forth below. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
6.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
6.05. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
6.06 Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor and its
subcontractor(s), if any, shall maintain in effect the following minimum insurance
coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
B. Comprehensive General Liability Insurance, including, but not limited to,
Contractual Liability, Products and Completed Operations Liability, Broad
Form Property Damage and Bodily Injury Liability, and Explosion,
Collapse and Underground Liability, with a minimum combined single limit
of $2,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all
owned, non -owned or hired vehicles with a minimum combined single limit
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of $1,000,000 per occurrence for bodily injury and property damage.
D. Umbrella or 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 liability 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.
6.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor shall submit to the City documentation indicating compliance
with these minimum requirements no less than one (1) day prior to the beginning
of performance under this Agreement. Contractor shall not commence
performance of its Work under this Agreement until the above insurance has
been obtained and proof of insurance has been filed with and approved by the
City.
6.08. Contractor shall not permit a subcontractor or vendor to perform work on City
premises unless and until a certificate of insurance is obtained showing that such
subcontractor or vendor has worker's compensation coverage. If Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
6.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents and employees from
all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements, and penalties, losses, fines, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement. The obligations in this Paragraph are in addition
to Contractor's duty to provide insurance and shall not be Limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
6.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
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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.
6.11. Contractor represents that it has the qualifications and skills necessary to
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
6.12. Contractor declares and states that is has complied with and will continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Services to be performed under
this Agreement.
6.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
6.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
6.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
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Work Injury
6.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
6.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor's stores, stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the subcontractor's
and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Corporate Conduct
6.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contractor obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
6.19. Contractor agrees that all Services provided will be conducted by the principal
and competent staff members, if any, under the supervision of the principal, and
that Services will be performed and rendered diligently. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
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for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
6.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor fails, within a reasonable time after
receipt of such notice, to assume the defense with counsel reasonably
satisfactory to City, or if, in the reasonable judgment of City, a 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
6.21. For ten (10) years after the effective date of this Agreement, Contractor shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor shall enter into
with said party a confidentiality agreement containing provisions with respect to
use and disclosure of Proprietary Information substantially the same as those
contained in this Agreement.
6.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
6.23. Except as expressly permitted by prior written consent of the City, Contractor
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and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity. Contractor and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
6.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
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.
6.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
6.26. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
6.27. Contractor shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
6.28. Contractor shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
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or measured by the wages and salaries of persons employed by Contractor.
6.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or Loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of
the Agreement.
Progress Reports
6.30. 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
6.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
SECTION 7. TERMINATION OF AGREEMENT
7.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final comprehensive
report summarizing the Services, analysis of pumping tests and water quality
results, unless otherwise extended according to the terms and conditions set
forth in this Agreement.
Non -Default Termination
7.02. 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.
7.03. 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
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payment exceed the Contract Price.
Termination on Occurrence of Stated Events
7.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
7.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
7.06. 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.
7.07. 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.
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SECTION 8. GENERAL PROVISIONS
Notices
8.01. All notices, approvals, consents and other communications between the parties
shall be in writing, and shall be sent by fax or by certified mail (return receipt
requested) to the respective addresses set forth below, or at such other address
as may be furnished by either party to the other in writing. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3`d) day after mailing, whichever occurs first.
Contractor — Professional Heating
City - City of Vernon
& Air Conditioning, Inc.
Attn: City Administrator
Attn: Darryl Bruchet
4305 Santa Fe Avenue
352 S. Irwindale Avenue
Vernon, CA 90058
Azusa, CA 91702-3214
Fax: 626-388-1057 Fax: 323-826-1438
Telephone: 626-388-1051 Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
8.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this Agreement, and that no other agreement, statement, or
promise not contained in this Agreement or a subsequent amendment or change
order shall be valid or binding. No amendment or change in the provisions of this
Agreement shall be made, except in a formal written amendment signed by
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contractor 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.
8.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
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prevail.
Partial Invalidity
8.04. 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
8.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
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
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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
8.06. In the event a dispute, claim: or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
8.07. 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.
8.08. Except as may otherwise be specifically provided herein, this Agreement maybe
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
8.09. 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.
8.10. City reserves the right to award similar contracts to multiple contractors to ensure
Page 18 of 19
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City:
City of Vernon
N ? Leonis C. album of
Title: Mayor
Date: ?11-�-16 7
ATT ST:
M uela Giron, Ci y derk
APPROVED
PR TO • R
�i1GlI'�• . •
Contractor:
ng & Air Conditioning, Inc.
Name:f '-- - fS
Title: Akdti,3,'
Date:'' z
Name:
Title:
Date:
Page 19 of 19
11
E 3IBIT A
C'O'
anaI tlfi &Air 352 .. Irwndaie Ave., AZusa. UA. 91 IO2 • pri62h.:wtS ikix 6210 hits irJs - Roa'Irce tb6663.1300
PROJECT: City Of Vernon
Address: 4305 Santa Fe Ave
CUSTOMER: Same
Contact:
City: Vernon State: Zip: 90058
Address:
Contact: Ken
City: Sia#e: Zip:
Phone No: 323-5fs3-fii'si1
rnone No:
Fax No: 323-826-1436
Fax No. -
Claim, Escrow or Purchase vidar No,
WE PROPOSE TO FURNISH DESCRIBED EQUIPMENT, MATERIAL AND LABOR TO DO THE FOLLOWING:
All above work completed for the sum of Thirhr-one thousand five hundred eighty-
six dollars and fifty four cents. $ 31.386.54
Options: #t . Job done with a Carrier 25 ton condenser for $ 27,ad0.10
Not included: permit fees
Payment Terms:
10% deposit due at time of booking
40`Yo due upon equipment arrival
Balance due upon completion of scope of Work above.
l have read and underste-nd the payment terms (Initial
Piet upon presentation of invoice. 1 1/2% per month will be added to invoice over 30 days past due.
This offer is good for 30 days from above date and if not accepted by Buyer within that period it is automatically
withdrawn.
BYRON 1"011
Conditions All contracts are subject to the approval of both our
engineering department and our credit departmem. We
Page 1 of 3
reserve tho right to tocate uiv Val -IOUs equiprTiertt Where
the%r %rgll give the best, results. It is understood and agreed
that alterations or changes from this original contract are
to be paid for at a reasonable rate by the Owner/Buyer-
Buyer assumes all risk of toss and damage to the
materiais to be furnished by contractor from the moment
said materials are dcli ✓ered tv the ,cmisss upon -e" h p N^ �ttic��
the work is to he performed, regardless of whether said
installation is complete and regardless of cost. If any
material is lost or damaged so that it becomes necessary
for said materials or any part thereof to be replaced, then
buyer agrees to pay contractor the cost, thereof at the
current prices prevailing at the time of replacement. Titie
to the equipment will remain with us, until all sums due us
have been paid.
Contractor shall have the right to stop work if any
payment shalt not be made to contractor under this
agreement; contractor may Keep the job idle unt.rl at
payments due are received. Contractor may terminate this
contract upon the occurrence of delays beyond its control
by written notice to the buyer. to event of such termination,
buyer agrees to pay the contractor the reasonable value of
all tabor and materials that have been installed to the data
of termination.
If the progress of the work shall be delayed for any of
the reasons referred to in the above paragraph, then
contractor shall be given additional reasonable time to
complete said work. it, during the period of time that the
work is delayed from any of the foregoing conditions, the
cost of labor, tabor benefits or materials. shall increase the
NOTICE OF CANCELLATION
CANCELLATION
CCrsi Ciiisiirru 8i it,;$ trriie i�f $XBGiitiuti ()If ti'ri5 { (j;ijracl,
contractor may add the cost thereof to the contract price
provided herein_ Said increased cost shall be added to the
next payment due from the purchaser.
Buyer to do all final roofing, painting, and decorating
for the ceiling, wait and floor as needed.
In the even the buyer falls to make payments as
herein provided, and this contract is placed in the hands of
an attorney, the owner/buyer agrees to pay, in addition, a
reasonable attorney's fee.
All work shall be performed during regular business
(lours, unless stated elsawhefe.in this agreement and the
contractor shall be entitled to receive o,tra cork; ensatton
on account of any increased costs caused by the
performance of work during other than regular business
hours.
War ,:a. ty
This installation shall carry a one-year labor and
material warranty during seller's regular business hours
upon payment paid in full. Service under this warranty
does not include routine product maintenance. Warranty
does riot include f'riler, it", or circuit breaker replacement,
or if the thermostat is in the off position.
If the electric power is insufficient to meet the
operating requirements of the equipment, contractor
assumes no responsibility for an operating failure or
damage to the equipment.
Enter date of transaction
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.
If you cancel, any property traded tn, any payments made by you under the contract of sale, and any negotiableinstrurrient
executed by you will be returned within 10 days following receipt by the seller of your cancellation wtice, and any security
interest arising out of the transaction will be cancelled.
If you cancel, you must make available to the seller at your residence, in substantially as good a condition as when received, any
guudb delivered to you uniier this wrilract or side, ur you may. if you wisfi, cxrrnpiy whir the inskuuions of Eire seller regarding the
return shipment of goods at the seller's expense and risk.
If you do not make the goods available to the seller and the seller does not pick them up within 20 days of the date of your notice
of cancellation, you may retain or dispose of the goods available to the seller, or if you agree to return the goods to the seller and
fain to do so, then you remain liable for performance of all obligations under contract.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice. or any other written notice, or send
a telegram to , at not later than midnight
(Name of seller) (Address of seller's place of business) (Date)
I hereby cancel this transaction..
(Date) (Buyers signature)
If, following acceptance by the Buyer, all or any of our portion of this order by the Buyer without default on part of the Company
or without the Company's written consent, the Buyer shall be Fable to the Company for reasonable charges based upon
expenses already incurred and conimitment made by the Company which, since difficult to ascertain, shall be deemed to
percent of the purchase price of the goods for which the order was cancelled_ ^rders for nonstandard goods or We Company's
standard goods which are to bo modified or altered at the request of the Buyer are noncari ellable after the approval of such
orders by the Company.
Notice to the Owner
Under the California Mechanics' Lien Law, any contractor, subcontractor, laborer, supplier or other person y:ho helps, to improve
your property, but is not paid for his/her work or supplies, has a right to enforce a claim against your property. This means that
after a court hearing, your property could be sold by a court officer and the proceeds of the sale used to satisfy the Indebtedness.
This can happen even if you have paid your contractor in full if the subcontractors, laborers, or suppliers remain unpaid.
To Fpl'esenve their right to file a claim or lien against your property, ce; lain claimants suwh as subcontractors or material suppliers
are required to provide you with a document entitled "Preliminary Notice.," Original for primp) contractors and laborers- for wages
do not have to provide this notice. A Preliminary Notice is not a lien against your property. Its purpose is to notify you of persons
who may have the right to file a lien against your property if they are not paid. (Generally, the maximum time allowed for filing a
claim or lien against your property is ninety (90) days after completion of your project.)
To Insure extra protection for yourself and your property, yorr may viish to take one or more of the following steps:
1. Require that your contractor supply you with a payment and performance bond (not a license bond), which provides that the
bonding company will either complete the project or pay damages up to the amount of the bond. This payment and performance
bored as well as a copy of the ionstruciion contract should be filed with the county recorder for your further protection, 'at
t owner's/buyer's expense."
7
2. Require that payments be made directly to subcontractors and material suppliers through a joint control. Any joint control
agreement should include the addendum approved by the Registrar of Contractors.
3. Issue joint checks for payment, made out to both your contractor and subcontractors or material suppliers involved in the
project. This wilt help to inure that all persons thin payment are actually paid_
4. After making payment on any completed phase of the project, and before making any further payments, require your
contractor to provide you with unconditional lien releases signed by each material supplier, subcontractor and laborer involved in
that portion of the -work for which payment was mane. On projects involving improvements to a single family residers ur a
duplax owned by individuals, the persons signing these releases lose the right to file a claim against your property. In other types
of construction this protection may still be important, but may not be as complete. TO PROTECT YOURSELF UNDER THIS
OPTION, YOU MUST BE CERTAIN THAT ALL MATERIAL SUPPLIERS, SUBCONTRACTORS AND LABORERS HAVE
SIGNED.
"Contractors are required by law to be licensed and regulated by the Contractors State License Board. Any questions concerning
a Contractor may be referred to the Registrar of the Board, whose address is: Contractors State License Board, 9835 Goethe
Road, P.O. Box 26000, Sacramento, CA 95826
ACCEPTANCE:
The above prices, specifications and conditions are satisfactory and hereby accepted.
You are authorized to do the work as specified. Payment will be made as outlined.
Accepted by:
Date: May 30, 2007
(Customer)
"You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of
this transaction. See the notice of cancellation for an explanation of this right on the reverse side."
EXHIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Professional Heating agree that Professional Heating's compensation shall be adjusted
as follows:
City and Professional Heating agree that Professional Heating's schedule shall be adjusted as
follows:
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Professional Heating & Air Conditioning, Inc. City of Vernon
LO
Date
IM
:
Date
INSTRUCTIONS TO PROFESSIONAL HEATING
Contract Number:
Instruction to Professional Heating Number:
Date:
Specific Instructions to Professional Heating:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Professional Heating, a "Change", written notice
thereof must be given to City within 10 days of the receipt of these instructions. If such written
notice is given, Professional Heating shall not commence with the work so ordered until written
agreement is reached on the classification of these instructions and on the resulting adjustment in
contract compensation, if any.) In the event that City and Professional Heating fail to agree on
the classification of these instructions or resulting adjustment in contract compensation, if any,
refer to the Changes Section of the Agreement.
A Change
(Professional Heating shall, within 10 days of the receipt of these instructions, furnish City a
statement of its proposal for adjustment in contract compensation occasioned hereby.
Professional Heating shall not commence with the work so ordered until written agreement is
reached on the resulting adjustment in contract compensation, if any.) In the event that City and
Professional Heating fail to agree on the classification of these instructions or resulting
adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement.
City Representative Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Professional Heating's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Professional Heating's Representative
Date
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
August 16, 2007
Professional Heating & Air Conditioning, Inc.
ATTN: Mr. Darryl Bruchet"
325 S. Irwindale Avenue
Azusa, CA 91702-3214
Re: Equipment Purchase and Services Agreement
Dear Mr. Bruchet:
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement as referenced above, approved by City Council
on July 16, 2007, through Resolution No. 9365.
If you have any questions regarding this matter, please call Mr. Kevin
Wilson at 323/583-8811 ext. 245.
Ve y truly yours,
Ma uela Giro
City Clerk
NG:dr
c: S. Kevin Wilson
Dolores Jaunzemis
Resolution No. 9365
Agreement No. 07-069
E ,c(usively Industriaf
s .
f
no
t
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
July 19, 2007
Mr. Darryl Bruchet
Professional Heating &
Air Conditioning, Inc.
352 S. Irwindale Avenue
Azusa, CA 91702-3214
Re: Equipment Purchase and Services Agreement
Dear Mr. Bruchet:
Enclosed please find two duplicate originals of the aforementioned
Agreement which need to be signed by the appropriate parties and
returned to the City, to the attention of Judy Lehr, Legal
Department, as soon as possible.
Once the originals are executed by the City, one fully executed
original will be returned to you for your files.
Please refer to the enclosed "City of Vernon Signature Requirements
for a Corporation for All City Agreements and Contracts" and comply
with the requirements set forth therein.
Sincere
1� L�N
J A.
City Attorney
JH:em
Enclosures
cc: Ms. Nelly Giron, City Clerk (w/o encls.)
Er,cfusivefy industriaf
RISK XMAGM1ENT OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: August 8, 2007
TO: Nelly Giron
City Clerk
FROM: Willard G. Yamaguchi
Chief Deputy City Attorney/Risk Manager
RE: Professional Heating & Air Conditioning, 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:
• Navigators Specialty Ins (General Liability)
• AIG Premier Ins Co (Automobile Liability)
• Granite State Insurance (Workers Compensation)
This concerns Resolution No. 9365.
WY/kr
cc: Dolores Jaunzemis
ACQRATM CERTIFICATE OF LIABILITY INSURANCE
6DATE /5( 20007
PRODUCER (949) 851-8800 FAX: (949) 851-8802
GSM Insurance Services
Lic. #OD15612
30 Corporate Park #307
Irvine CA 92606
THIS CERTIFICATE IS ISSUED AS A MATTER 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.
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
Professional Heating & Air Conditioning, Inc.
352 S. Irwindale
Azusa CA 91702
INSURERA.- Navigators Specialty Ins.
INSURER B:AIG Premier Ins Co
INsuRERc:Granite State Insurance
INSURER D:
INSURERE
OVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,
THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
REG, STE LIMITS SHOWN MAY HAVE BEE 4 REDUCED BY PAID
INS&
ADOL
TYPE OF INSURANCE
POLICY NUMBER
POLICYEFFECTIVE MIDDrM
EXPIRATION
DATE
LIMITS
GENERAL LIABILITY
NCOAMERCIAL GENERAL LIABILITY
MADE XoccuR
oC07CGL006814-00
1/18/2007
1/18/2008Dp
EACH OCCURRENCE
$ 1.000, 000
DAMAGE TO RENTED
re
50,000
$ACLAIMS
one
$ 10,000
PERSONAL INJURY
$ l"000, 000
GENERAL AGGREGATE
$ 1000,000
GENIAGGREGATE LMIT APPLIES PER-
X POLICY. PRO- LOC
PRODUCTS -CO
$ 2,000,000
B
AUTOMOBILE
X
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON-0WNEDAUTOS
A10319 86 06
1/4/2007
1/4/2008
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY
(Per Person)
$
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
ANY AUTO
AUTO ONLY - FA ACCIDENT
$
OTHER THAN EAACC
AUTO ONLY: AGG
$
$
1
EXCESSM1IMBRELLA LIABILITY
OCCUR -❑ CLAIMS MADE
E DEDUCTIBLE
RETENTION $
EACH OCCURRENCE
$
AGGREGATE
$
WORKERS COMPENSATION AND
EMPLOYERS LIABILITY
ANY PROPRIETORMARTNER/EXECUTIVE
OFFICERAIEMBEREXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
-
WC 336 41 76
1/18/2007
1/18/2008
TATUC
X WC SLILtT O R
E.L. EACH ACCIDENT
$ 1, 000, 00.0
El. DISEASE -EAEMPLOYEE
I $ 1.000.000
E.L. DISEASE -POLICYUMrr
Is 1,000,000
OTHER
DESCRIPTION OF OPERATION$fLOCATIONSNIML.ESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
City of Vernon is included as additional insured with regard to work performed by or on behalf of the named insured
where required by written contract. 10 day notice of cancellation due to nonpayment of premium.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Vernon EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL E&i&Y (YCXiAL
Attn : Risk Management 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, WYXX
4305 Santa Fe Ave
Vernon, CA 90058
AUTHORIZED REPRESENTATIVE
Sandra Dodge/SED
ACORn 25 (2onvo 1 ra ACARn CnRPARATInN IQRR
I1jCM6 ..no..... on..,, 1 ,a �
BLANKET ADDITIONAL INSUREDS -
OWNERS, LESSEES OR CONTRACTORS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
I Name of Person or Organization: City of Vernon
Any person or organization that the named insured is obligated by virtue of a written contract or agreement to
provide insurance such as is afforded by this.
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
A. Section 11— Who Is An Insured is amended to include as an insured the person or
organization shown in the Schedule, but only to the extent that the person or organization shown
in the Schedule is held liable for your acts or omissions arising out of your ongoing operations
performed for that insured.
B. With respect to the insurance afforded to these additional insureds, the following exclusion is
added:
2. Exclusions
This insurance does not apply to "bodily injury" or "property damage" occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such
work, on the project (other than service, maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at the site of the covered operations has been
completed; or
(2) That portion of "your work" out of which the injury or damage arises has been put to
its intended use by any person or organization other than another contractor or
subcontractor engaged in performing operations for a principal as a part of the same
project.
C. The words "you" and "your" refer to the Named Insured shown in the Declarations.
D. "Your work" means work or operations performed by you or on your behalf; and materials, parts
or equipment furnished in connection with such work or operations.
Primary Wording
If required by written contract or agreement: Such insurance as is afforded by this policy shall
be primary insurance, and any insurance or self-insurance maintained by the above additional
insured(s) shall be excess of the insurance afforded to the named insured and shall not
contribute to it.
Waiver of Subrogation
If required by written contract or agreement: We waive any right of recovery we may have
against an entity that is an additional insured per the terms of this endorsement because of
payments we make for injury or damage arising out of "your work" done under a contract with
that person or organization.
ANF- ES 043 (5/2006)
Policy Number
Anviontors 0007CGLOO6814-00
COMMON POLICY DECLARAMONS
NAVIGATORS SPECIALTY INSURANCE COMPANY
One Penn Plaza, New York, NY 101IQ
Item 1. Named Insured and Mailing Address Agent Name and Address
PROFESSIONAL HEATINU & AIR BROWN & RIDING INSURANCE SERV
CONDITIONING, INC. 777 S FIGUEROA ST, STE 2550
352 S IRWINDALE AVE LOS ANGELES CA 90017
AZUSA CA 91702-3214
Agent No. SP000011
Umn2. Policy Period From: 01-18-2007 To: 01-18-2008
at 12:01 AM., Standard Time at your mailing address shown above.
stern 3. Business Description: HVAC CONTRACTOR
Form of Business: CORPORATION
Item 4. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to
provide the insurance as stated in this policy.
This policy consists of the following coverage parts for which a premium is indicated. Where no premium is shown,
there is no coverage. This premium may be subject to adjustment.
Coverage Parqs) Premkrm
Commercial Property Coverage Part NOT COVERED
Commercial General Liability Coverage Part 24,849.00
Crime and Fidelity Coverage Part " """"""� NOT COVERED
Commercial Inland Marine Coverage Part Motieffe'-Z. NOT COVERED
Commercial Auto (Business or Truckers) Coverage P NOT COVERED
Commercial Garage Coverage Part i.MPING NOT COVERED
2
Total Policy Premium $ 24,849.00
Minimum Premium $ 24,849.00 Minimum Earned Factor 2 5
Surplus Lines Taxes and Fees $ 300.00
Bern & Forms and Endorsements
Form(s) and Endorsement(s) made a part of this policy at time of issue:
See Schedule of Forms and Endorsements
Countersigned:
Date: 02/14/2007
By: _/"�a
R'
Authorized Repr lve
THIS COMMON POLICY DECLARATION AND THE SUPPLEMENTAL DECLARAMON(S), TOGETHER WITH THE COMMON POLICY CONDITIONS,
COVERAGE PART(S), COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, COMPLETE THE ABOVE NUMBERED POLICY.
CO -DEC (07101) Producer copy
Policy Number
Navloato1w 0007C0006814-00
SCHEDULE OF FORMS AND ENDORSEMENTS
NAVIGATORS SPECIALTY INSURANCE COMPANY
Named Insured PROFESSIONAL HEATING & AIR Effective Data. 01-18-07
12:01 A.M., Standard Time
Agent Name BROWN & RIDING INSURANCE SERV Agent No. SP000011
COMMON POLICY FORMS AND ENDORSEMENTS
NIC GL PJ
01-07
NIC - COMMERCIAL LINES POLICY JACKET
CO -DEC
07-01
COMMON POLICY DECLARATIONS
FORM-SCHED
01-97
SCHEDULE OF FORMS AND ENDORSEMENTS
LOC-SCHED
01-97
SCHEDULE OF LOCATIONS
TAX -FORM
01-97
SCHEDULE OF TAXES, SURCHARGES OR FEES
DN-TERROR-REJECT
11-02
REJECT DISCLOSURE NOTICE -TERROR RISK ACT
IL 00 17
11-98
COMMON POLICY CONDITIONS
IL 00 21
07-02
NUCLEAR ENERGY LIABILITY EXCLUSION ENDT
ANF-ES 159
06-96
SERVICE OF SUIT
GENERAL LIABILITY
FORMS AND
ENDORSEMENTS
GL-DEC
12-01
COMM GENERAL LIABILITY COVERAGE SUPP DEC
GL-SCHED
01-97
COMM GENERAL LIABILITY COVERAGE SCHEDULE
ANF 11
05-05
DESIGNATED WORK EXCLUSION - E.I.F.S.
ANF 11
05--05
EXCLUSION - CONDOMINIUMS, TOWNHOUSES
CG 00 01
1.2-04
COMMERCIAL GENERAL LIABILITY COV FORM
ANF-ES 032
07-05
EXCLUSION - EARTH MOVEMENT
ANF-ES 130
06-98
INDEPENDENT CONTRACTORS
ANF-ES 150
07-05
CHANGES IN COMMERCIAL GENERAL LIABILITY
ANF-ES 153
05-97
MINIMUM EARNED PREMIUM ENDORSEMENT
ANF-ES 162
07-05
CONT/PROGRESSIVE INJURY AND DAMAGE EXCL
ANF-ES 164
07-05
EXCL -- PRIOR COMPLETED OR ABANDONED WORK
ANF-ES 165
04-02
DEDUCTIBLE - INCLUDING LAE
ANF-ES 169
07-99
MINIMUM PREMIUM AMENDMENT
ANF-ES 170
04-00
AMENDMENT TO OTHER INSURANCE CONDITION
ANF-ES 172
01-01
EXCLUSION -MOLD
ANF-ES 181
11-03
EXCLUSION -CLAIMANT'S ATTORNEY FEES
CG 21 47
07-98
EMPLOYMENT -RELATED PRACTICES EXCLUSION
CG 21 54 A
07-05
EXCL-DESIGNATED OPER./CONSOLIDATED INS.
CG 21 69
01-02
WAR OR TERRORISM EXCLUSION
CG 22 43
07-98
EXCL-ENGINEERS, ARCH OR SURV (PROF LIAB)
CG 22 94
10-01
EXCLUSION-DMG TO WORK BY SUBCONTRACTORS
CG 24 26
07-04
AMENDMENT OF INSURED CONTRACT DEFINITION
CG2134CM
11-85
EXCL-CONSTRUCTION MANAGEMENT FOR A FEE
FORM-SCHED (01197)
Producer COPY
Best's Rating Center - Company Information for Navigators Specialty Insurance Company Page 1 of 2
View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other Web Centei
Navigators Specialty Insurance Company
(a member of Navi ators Insuranee Assigned to companies that
A.M.Best #:10761 NAIL#: 36056 FEIN #: 133636448 have, in our opinion, an
Phone: 914-934-8999 excellent ability to meet their
Address: Reckson Executive Park, 6 ongoing obligations to
International Drive Fax: 914-934-2355 policyholders.
Rye Brook, NY 10573 web: www.n-avg.com
Best's Ratings
Financial Strength Ratings View Definitions
Rating: A (Excellent)
Affiliation Code: r (Reinsured)
Financial Size Category: X ($500 Million to $750 Million)
Outlook: Stable
Action: Armed
Effective Date: January 02, 2007
* Denotes Under Review Bests_ Ratin s
Issuer Credit Ratings view Definitio
Long -Term: a+
Outlook: Stable
Action: Upgraded
Date: January 02, 2007
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Besft)WRatina Guide Presentation Report - includes Bests Financial Strength Rating
a as provided in Best's Key Rating Guide products.
Data Status: 2005 Financial Data (Quality Cross Checked).
Financial and Analytical Products
Best's Property/Casualty niter - Premium Data & Reports
Best's_KeRating Guide - P/C. US &._Canada
Best's Statement File - P/C. US
Best's Statement File - Global
http://www3.ambest.corn/ratings/FullProfile.asp?B1=0&AMBNum=l 0761 &A1tSrc=1 &Alt... 6/5/2007