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Resolution No. 97221 PA 3 4 5 6 7 rem 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 RESOLUTION NO. 9722 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 DENNIS D. ROCK CONSTRUCTION FOR AN ENHANCED VAPOR RECOVERY SYSTEM FOR THE GASOLINE DISPENSING OPERATION OF THE DEPARTMENT OF COMMUNITY SERVICES & WATER WHEREAS, the State of California and the South Coast Air Quality Management District (the "AQMD") are requiring all retail and non -retail gasoline dispensing facilities with underground storage tanks to be equipped with a certified Phase II Enhanced Vapor Recovery System (the "EVRS") no later than April 1, 2009; and WHEREAS, to ensure compliance with the State requirements, Ithe AQMD is also requiring the filing of a Rule 461(1) Compliance Plan for Upgrading to Phase II Enhanced Vapor Recovery System (the "Compliance Plan") by October 1, 2008 indicating the contractor's name Iand the date of commencement and completion of the upgrade; and WHEREAS, in order to meet the AQMD deadline, the Director of Community Services & Water executed and submitted the Compliance Plan to the AQMD on or about September 23, 2008, indicating the selection of Dennis D. Rock Construction ("Rock") to perform the services needed for the EVRS, subject to ratification by the City Council; and WHEREAS, the City Council of the City of Vernon desires to approve and ratify the actions of the Director of Community Services & (Water in selecting Rock and executing the Compliance Plan on or about September 23, 2008; and WHEREAS, the City Council of the City of Vernon has 28I1determined that, pursuant to the provisions of subsection (a) of 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Ewv 17 18 19 20 21 22 23 24 25 26 27 28 Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Rock. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves and ratifies the Compliance Plan dated September 23, 2008, a copy of which is attached hereto as Exhibit A and incorporated by reference, and the submittal of the Compliance Plan to the AQMD by the Director of Community Service & Water. SECTION 3: The City Council of the City of Vernon hereby approves the Equipment Purchase and Services Agreement with Rock, in substantially the same form as the copy which is attached hereto as Exhibit B and incorporated by reference. SECTION 4: The -City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 5: The City Council of the City hereby authorizes the City Administrator, or his designee, to make whatever non - substantive, administrative and/or text changes, upon advice of 1counsel, to the Agreement. SECTION 6: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take any action deemed necessary to carry out or to perform such other acts and deeds Ias may be necessary or convenient to effect the purposes of this - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Resolution and the transactions herein authorized. SECTION 7: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: Dennis D. Rock Construction Attn.: Dennis D. Rock 923 N. Chippewa Avenue Anaheim, CA 92801 SECTION 8: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of October, 2008. AT, EST: A,, M NUELA GIRO , City Clerk Name: Lconis C. Malburg Title: Mayor / - 3 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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.. 9722, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, October 6, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA IR N, City Clerk - 4 - EXHIBIT A 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 6t" day of October, 2008, 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 DENNIS D. ROCK CONSTRUCTION, a Division of Lensaro, Inc., a California Corporation, hereinafter referred as "Contractor," 923 N. Chippewa Avenue Anaheim, CA 92801 RECITALS WHEREAS, the City desires to purchase a certified Phase II Enhanced Vapor Recovery System, together with necessary parts, accessories, hardware, and tools (hereinafter collectively referred to as the "Equipment") for the gas dispensing operation of the Department of Community Services & Water in order to be in compliance with State of California gasoline dispensing facilities upgrade requirements by April 1, 2009, for facilities within the jurisdiction of the South Coast Air Quality Management District (AQMD Rule 461 Advisory No. 01-08); and WHEREAS, Contractor submitted a proposal dated July 5, 2008, for the purchase of the Equipment and installation 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 Contractor is the only vendor that can provide the necessary equipment and services meeting the specifications and requirements of the Department of Community Services & Water; 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 20 do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Contractor 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 installation services as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell, deliver, install and test 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 Dennis D. Rock Construction, a Division of Lensaro, Inc., a California Corporation, and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. Page 2 of 20 D. "Contract Documents" shall include any inquiry, invitation to bid, request for proposal 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. "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 20 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 and testing the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. Change of Services 4.02. City may at any time, by written change order executed by the City, make changes in the scope of Work, to extend the Work duration and/or total compensation of Contractor's Work. 4.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.04. 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 one hundred and eight (108) days from Page 4 of 20 the issuance of City's Purchase Order. Completion of the services to be performed by Contractor is expected to be no later than thirty (30) days after delivery. 4.05. 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 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 4.07. 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. 4.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.09. 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. 4.10. 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 Page 5 of 20 responsible to pay taxes mandated by law. 4.11. 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 Thirty -Two Thousand Three Hundred Forty -Five Dollars and No Cents ($32,345.00), which includes installation costs, plus applicable sales tax and delivery charges (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, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 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 upon completion of the Services. Contractor shall submit to City an invoice and statement of Services, prepared in accordance with City requirements, upon completion of the 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. Page 6 of 20 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 4.02 and 4.03 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. 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 Page 7 of 20 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 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 Page8 of 20 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 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. Page 9 of 20 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 it has complied with and will continue to comply with all federal, state, local air pollution control laws and regulations applicable to the Contractor pursuant to Section 2022.1 of Title 13 of California Code of Regulations 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, 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. Page 10 of 20 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. 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 Page 11 of 20 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 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, Page 12 of 20 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 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 6.27 and 6.28 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. Page 13 of 20 Contractor's License Classification 6.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. Warranties 6.32. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Agreement. 6.33. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 6.34. Contractor warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Contractor or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Contractor shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire . shipment of Equipment from Contractor, and obtaining another vendor to provide the Equipment. Contractor shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Contractor. 6.35. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor is providing the warranties specified in the Proposal attached hereto as Exhibit A. All manufacturers' warranties, any warranties typically provided by Contractor and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties'shall commence from the date the City Page 14 of 20 receives the Equipment under this Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the City in the enforcement of all such warranties. 6.36. Contractor, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Contractor by law with respect to Contractor's duties, obligations and performance hereunder. 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 tests and 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. Page 15 of 20 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 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 Page 16 of 20 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. 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 (3rd) day after mailing, whichever occurs first. Contractor: Dennis D. Rock Construction City - City of Vernon Attn: Dennis D. Rock Attn: City Administrator 923 N. Chippewa Avenue 4305 Santa Fe Avenue Anaheim, CA 92801 Vernon, CA 90058 Fax: 714-956-7827 Fax: 323-826-1438 Telephone: 714-776-1581 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 Page 17 of 20 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 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 Page 18 of 20 Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators.; The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 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 Page 19 of 20 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 the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: Contractor: City of Vernon Dennis D. Rock Construction, a Division of Lensaro, Inc. Name: Title: Date: ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney Name: Title: Date: Name: Title: Date: Page 20 of 20 EXHIBIT A City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 ATTN: Mr. Bob Kipness Dear Bob, July 5, 2008 Contained herein is the quote you requested for the installation of the Enhanced Vapor Recovery Phase II equipment for your gasoline pumping system at the City Yard . Dennis D. Rock Construction, a division of Lensaro Inc., a California Corporation, will provide all equipment, labor., and material to accomplish the following scope of work. Under the CARB ruling you have until the 1 st of April 2009 to have this Work completed however, SCAQMD, who is the agency in charge of permitting, enforcement actions, installation inspections and final sign off, is requiring that you submit to them by October 1 st, 2008, a package containing your permit application, information on the system you have chosen, your contractor's name and when you plan to begin and finish construction. Construction may not begin until SCAQMD issues a permit to construct: It is my suggestion that you decide who is going to perform the installation and that you purchase the equipment now rather than later. Have the contractor store it or store it on site until the permit is issued. There will also be a permit required from the Building and Safety Dept. in your City and possibly an additional permit from your Fire Dept. The system recommended for installation at your facility is the Healy. System which is authorized under CARB executive Order VR-201. SCOPE OF WORK Installation of the Enhanced Vapor Recovery Phase If system. Notification of all agencies,. i.e. SCAQMD, County, City, Fire Dept., Dept. of Public Works, Waste Management, Underground Tank Unit, Dig Alert, etc.. Preparation of all documentation required and the securing of all permits from all agencies, incluc the costs of drawings, prints, plan check submittals and. resub-mittals, permits, fees, fines, and all permit administration time are an extra. • Lock down tag -out all electrical circuits to fuel island gasoline dispensing unit. • Install a custom cabinet either on top of the dispenser or on the island. • Install into cabinet the main vacuum pump and control module. • Install all required plumbing between UST vapor recovery system inside dispensing unit and vacuum pump. • Install all electronic and'electrical wiring between control module, vacuum pump and dispensing unit main electrical controls. • Install required coaxial hose/vapor converter, vapor recovery hose, breakaway, short whip hose and Smart Nozzle. • Install clean air separator canister tank at approved location. Page 1 3 I._ • Install all required plumbing connections between clean air separator and gasoline vent riser. There are two types of separator, vertical or horizontal. Pictures included with this proposal BID PRICE EACH'SITE $32,345.00 BID DOES NOT INCLUDE: • Installation of any additional electrical power wiring to fuel island gas dispensing unit. Repairs of failed existing equipment. A SIGNATURE OF THIS CONTRACT AND A COMPLETED PURCHASE ORDER OR EQUIV ENT WILL BE CONSIDERED.AS A SIGNED ACCEPTANCE. THIS: CONTRACT MUST BE SI NED AND WILL BECOME PART OF ANY OTHER CONTRACT PROVIDED BY CLIENT AN ALL CONDITIONS OF THIS CONTRACT WILL TAKE PRECEDENCE. BALANCE OF THE ZACT .CONTI PRICE AND ALL EXTRAS INVOICED ARE DUE WITHIN 15 DAYS OF COMPLETION OF THIS SCOPE OF WORK OR THE ISSUANCE OF THE FINAL INVOICE, WHICHEVER IS THE SO ER. BALANCES DUE AND NOT PAID WITHIN 15-DAYS OF INVOICING WILL BE DEEMED IN BREACH OF CONTRACT AND INVOKE ALL CONTRACTOR LIEN RIGHTS. BALANCES NOT PAID IN FULL WITHIN THE 15 DAYTIME PERIOD WILL INCUR AN ADDED ON CHARG OF 1 % % PER MONTH CALCULATED AGAINST THE OUTSTANDING BALANCE. THERE WI L BE NO RETENTION BY CLIENT OF ANY PERCENTAGE OF AMOUNTS INVOICED. UNRESO. VED DISPUTES WILL BE ADJUDICATED IN A COURT OF LAW AND NOT BY ARBITRATION AND ATTORNEY FEES ATTRIBUTED TO THESE DISPUTES OR THE COLLECTION OF U AID INVOICES WILL BE PAID BY CLIENT. QUOTED PRICE IS VALID FOR 15 DAYS FROM I ATE OF THIS PROPOSAL. ACCEPTANCE AFTER THE 15 DAY PERIOD MAY REQ IRE ADJUSTMENTS DUE TO COST CHANGES. UNDUE DELAYS CAUSED BY OTHERS DU RING IMPLEMENTATION OF THIS SCOPE OF WORK WILL NECESSITATE INVOICING FOR ORK COMPLETED AND FOR COSTS INCURRED DUE TO THE DELAY. CONTRACTOR RETAINS ALL SALVAGE RIGHTS. Cost of all permits, permit administration time, fees, fines, safety plans, safety equipment, (u less specii'ically included in the above scope of work) and extras will be invoiced at cost plus a 15% profit. Prices quoted herein do not include removal from the jobsite of any hazardous, regu ated, or contaminated material including sludges and solids generated, discovered or uncovered s a result of washing and rinsing, drilling, excavation, testing, or remedlation unless specificall bid within the scope of work delineated above. If underground hazards such as documented or undocumented foundations, basements, product lines, electrical, natural gas lines surfa . e or subsurface storm drain, sewer or other utilities, rock or ledge rock debris, unstable backfill cave in underground water, perched or otherwise (water monitoring wells excepted if specifically bid), interfere with proposed borings, excavation areas, the taking of under tank samples by bac hoe, demolition areas or other scopes of work, cost of removal or remediation and repair shall be t orne by client as an extra on this job. Unless specifically included in the above bid, and if neces ary, the client is responsible to obtain any required asbestos and or lead survey and abatement/remediation services, and provide to this contractor the results of any and all su eys and abatement/remediation documentation. OUR INSURANCE COVERAGE IS FOR $3,000,000.00 AND WE -ARE SPECIFICALLY INS RED Page ]of 3 FOR THIS SCOPE OF WORK. YOU AS THE CLIENT MAY BE NAMED AS AN ADDITI NAL INSURED,* AS RESPECTS THIS PROJECT, AT NO ADDITIONAL CHARGE. PLEASE ACVISE US IF YOU WISH TO IMPLEMENT THIS ADDITIONAL SERVICE.. Thank you for the opportunity to prepare this proposal for you and I am looking forward to working with you. If questions should arise concerning this bid please call. Acceptance Sincerely, Dennis D. Rock Date Dennis D. Rock * Engineering and consulting firms must provide certificate of E & O coverage. LIEN INFORMATION REQUIRED PROPERTY OWNER NAME PROPERTY OWNER ADDRESS PHONE Page Iof 3 VI N. L-Y. LVVV •t.L II IYI UCIV IV 10 U. KUUN �,UIVJ I. No. �531 P. 2 Executive Order VR-201�A Healy Phase II EVR System Not Including ISD Exhibit 6 HE,A.LY PHASE II EVR SYSTEM LIMXTiED WARRANTY Healy Systems Inc., products are warranted for workmanship, performance, and materials when properly installed, used and maintained using the ARB Approved installation, Operation and Maintenance Manual for the Healy Phase II EVR. System Not Including ISD. All Healy products, subassemblies, and raw iaterials are fully inspected and tested at the manufacturing facility. I-Iealy warrants the workmanship and materials to be free'of defects for a period in accordance with the provisions stated below: • The equipment has been installed according to the ARB Approved Installation, Operation and Maintenance Manual for the Mealy Phase Ir EVR System Not Including ISD. ■ The nearest Healy Certified Technician qualified to perform service on the defective equipment must perform warranty service. Only Healy Certified Technicians are allowed to perform warranty service. Use of service personnel other than qualified Healy Certified Technicians without prior written approval by Healy Systems Inc. will void the warranty. ■ Claims for warranty repair or replacement service must have a written 'Returned Material Authorization" (AMA) from Healy Systems, and must be shipped freight prepaid to Healy Systems for inspection. * . Healy Systems Inc., upon inspection at its facilities, and after determination of a warranty claim, will, at its option, repair or replace defective parts returned to its factory. Repaired or replaced parts will be returned freight prepaid by Healy Systems. Mt Healy Systems is'not responsible for labor or materials necessary to disconnect or connect the warranted product ;for return to Healy. - Healy reserves the right to make changes in the design or to make additions or improvements with respect to its products without incurring any obligation to modify or install same on previously manufactured products, upon written ARB approval. ■ Healy warrants the workmanship and materials of the following products to be free of defects for a period of fourteen months from the date of shipment from Healy: Inverted coaxial hoses, Hose adapters, " Flow limiters and Breakaways. ■ EVR Nozzles 900 Series — New & Rebuilt: Healy warrants the workmanship and materials to be free of defects for a period of fourteen months from the date of shipment from Healy. Exclusions: This warranty excludes the field replaceable "rubber/plastic" parts at the front of the nozzle (i.e., boot, scuffguard, face seal assembly, etc.) or the spout or parts that have been subjected to misuse, handling or incorrect installation. ■ Vacuum Pump — VP1000: Healy warrants the workmanship and materials to be free of defects for a period of twenty-six months from the date of shipment from Healy. This applies to the vacuum pump and motor assembly only. The Hardware Kits, Vapor Kits, Electrical Kits and Interface modules are warranted for workmanship and materials to be free of defects for a period of fourteen months from the date of shipment from Healy. ■ Clean Air Separator - Healy warrants the workmanship and materials to be free of defects for a period of 122 months from the date of shipment from Healy except for the Lockable ball valves, Locks, Master key, Float check valve and P/V Vent valve shipped with installation kit, which are warranted for fourteen months from the date of shipment from Healy. ■ General Exclusions: This warranty shall not apply to any product which has been altered in any way, which has been repaired by any party other than Healy Certified Technicians, or when such failure is due to misuse or conditions of use. Use of non -Healy replacement parts, the unauthorized addition of non - Healy items to Healy equipment, and the unauthorized alteration of Healy equipment void this warrantv. Healy Phase II EVR System, Exhibit s — VR-201-A 09'/24/08 WED 15:08 CTX/RX NO 71281.1a 002 oe p. L4. [uuu 4 , L i rNi , utNM U. KUCK GUNS I. No. 5531 P. 3 Executive Order VR-201-A Healy Phase 11 EVR System Not Including ISD Exhibit 6 Healy shall, as to each defect, lie relieved of all obligations and liabilities under a components warrantyif the vapor recovery system or components shall have been operated with any accessory, equipment, or a part not specifically approved by Healy and not manufactured by Healy to Healy's design and specifications. Healy Systems makes no warranty with respect to the Healy performance of equipment or Healy's performance of services under this agreement, express or implied, and Healy Systems hereby disclaims the implied, warranties of merchantability and fitness for a particular purpose. ■ This warranty shall not cover any Healy System components that have been in contact with fuels containing greater than 15% methanol,15% ethanol, or 15%.MTBE by volume. Any component(s), which is exposed to M85/E65 fuel (or other alcohol -rich fuel), is not covered under the Healy Systems warranty. This warranty is a limited warranty. Anything in the warranty notwithstanding, implied warranties for fitness, particular purpose and merchantabilityshall be limited to the duration of the express warranty. Healy Systems expressly disclaims and excludes any liability for consequential or incidental damage for breach of any express or implied warranty. Healy.,.$pedallaiAeg ixt Sla,; ' jI VaporRecovery TeclInalogy Healy Phase IVEVR System, Exhibit 6 — VR-201-A 09/24/08 WED 15:08 [TX/RX NO 71281 la003 cep- [4. LUVO q: z I rive UkIVIV1J U. K(JUR WN51. No. 5531 P. 1 AR6 Approved IOM - Executive Orders VR-201-C and VR-202-C (Universal Dispenser Manual) Page 193 Description of Operation The Healy Systems VP1000 Vacuum Pump is typically mounted In the lower hydraulic area of a dispenser or calf - contained gasoline pump. It works as a component of a complete Stage II system which also includes a single universal control module and Healy Systems hanging hardware. It is intended for use by either OEM dispenser / pump manufactures or as an eftermarket retrofit to make existing equipment compatible with Healy Systems technology. Specifications:l /8 lip, 120 VAC Input, 2 Amp AC Important: All electrical and hydraulic plumbing fittings referred to in these instructions must be UL "listed" or "recognized" for the purpose. Important; The VP1000 will increase the current draw of the dispenser by two amps. Use the label supplied to note this change. The preferred mounting position of the VP1000 Vacuum Pump is,with the vacuum pump Inlet and electrical connections facing upwards, towards the top of the dispenser (see Figure 1 below). If other mounting positions are desired because of mechanical constraints within the dispenser, please contact FPS Technical Services at 1-800-984-6266. Nozzle & Hanging Hardware MC100 Control. Module V131000 & Bracket Figure 1 Vacuum Pump Features • Operates at two speeds: Low Speed in response to one fueling point being activated, or High Speed if both fueling points are activated simultaneously. • Contains performance protection devices that will shut off the vacuum pump and disable dispensing if the vacuum pump -is not operating properly. • Operates only with Input signals from the control module, cannot be operated 'stand alone'. • Contains low temperature activatioh circuits that turn the vacuum pump on at slow speed when the temperature drops below 40°F to prevent freezing. 09/24/08 WED 15:08 [TX/RX NO 71281 la001 �fY A - z i 2L jj} ryrtl k� y 9 g 7i�t' �°°"I-� I I i xt � �d7aby-: ��'i a r (- y y _ / yi { mnS 'V t4°. �S.tkt s I 1 �G r -:. �� � 1 �.k ', 1! 3 ? - `f �p{ � � � ar > w r ` , . 5�,� �, � � �5 ,.�yC-,�'^•' kt IF ss+ r5,. I j { :I i15 �, ,�fqS �>uyj.✓ VR RRy flnrst"2 11 �4j t � I�. 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( , iql -{0t � r," I � "_11 Jt Vol! ..� R 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 Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor'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. Contractor: City: Dennis D. Rock Construction City of Vernon By By Date Date B-1 INSTRUCTIONS TO CONTRACTOR Contract Number: Instruction to Contractor: Date: Specific Instructions to Contractor: 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 Contractor, 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, Contractor 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 Contractor 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 (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor 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 Contractor 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 Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor's Representative IM Date Date 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 6, 2009 Dennis D. Rock Construction ATTN: Mr. Dennis D. Rock 923 Chippewa Avenue Anaheim, CA 92801 Re: Equipment Purchase and Services Agreement - Enhanced Vapor Recovery System Dear Mr. Rock: The insurance requirements have been met. Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on October 6, 2008, through Resolution No. 9722. If you have any questions regarding this matter, please call Mr., Kevin Wilson at 323/583-8811 ext. 245. Very truly yours, c Nelly kGZn)144V\-� City Clerk NG:dj c: S. Kevin Wilson Purchasing Department Resolution No. 9722 E.�cfusivefy Industria( 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 6t" day of October, 2008, 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 DENNIS D. ROCK CONSTRUCTION, a Division of Lensaro, Inc., a California Corporation, hereinafter referred as "Contractor," 923 N. Chippewa Avenue Anaheim, CA 92801 RECITALS WHEREAS, the City desires to purchase a certified Phase II Enhanced Vapor Recovery System, together with necessary parts, accessories, hardware, and tools (hereinafter collectively referred to as the "Equipment") for the gas dispensing operation of the Department of Community Services & Water in order to be in compliance with State of California gasoline dispensing facilities upgrade requirements by April 1, 2009, for facilities within the jurisdiction of the South Coast Air Quality Management District (AQMD Rule 461 Advisory No. 01-08); and WHEREAS, Contractor submitted a proposal dated July 5, 2008, for the purchase of the Equipment and installation 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 Contractor is the only vendor that can provide the necessary equipment and services meeting the specifications and requirements of the Department of Community Services & Water; 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 20 do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Contractor 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 installation services as identified in Exhibit A. 1.02. Delive . Contractor shall obtain and sell, deliver, install and test 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 Dennis D. Rock Construction, a Division of Lensaro, Inc., a California Corporation, and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. Page 2 of 20 D. "Contract Documents" shall include any inquiry, invitation to bid, request for proposal 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. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to Page 3 of 20 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 and testing the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. Change of Services 4.02. City may at any time, by written change order executed by the City, make changes in the scope of Work, to extend the Work duration and/or total compensation of Contractor's Work. 4.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.04, 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 one hundred and eight (108) days from Page 4 of 20 the issuance of City's Purchase Order. Completion of the services to be performed by Contractor is expected to be no later than thirty (30) days after delivery. 4.05. 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 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 4.07. 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. 4.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.09. 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. 4.10. 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 Page 5 of 20 responsible to pay taxes mandated by law. 4.11. 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 Thirty -Two Thousand Three Hundred Forty -Five Dollars and No Cents ($32,345.00), which includes installation costs, plus applicable sales tax and delivery charges (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, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 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 upon completion of the Services. Contractor shall submit to City an invoice and statement of Services, prepared in accordance with City requirements, upon completion of the 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. Page 6 of 20 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 4.02 and 4.03 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. 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 Page 7 of 20 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 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 eitherbe 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 Page 8 of 20 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 the local conditions under which it is to beJdone. 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. Page 9 of 20 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 it has complied with and will continue to comply with all federal, state, local air pollution control laws and regulations applicable to the Contractor pursuant to Section 2022.1 of Title 13 of California Code of Regulations 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, 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. Page 10 of 20 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. 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 Page 11 of 20 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 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, Page 12 of 20 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 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 6.27 and 6.28 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. Page 13 of 20 Contractor's License Classification 6.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. Warranties 6.32. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Agreement. 6.33. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 6.34. Contractor warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Contractor or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Contractor shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from Contractor, and obtaining another vendor to provide the Equipment. Contractor shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Contractor. 6.35. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor is providing the warranties specified in the Proposal attached hereto as Exhibit A. All manufacturers' warranties, any warranties typically provided by Contractor and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City Page 14 of 20 receives the Equipment under this Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the City in the enforcement of all such warranties. 6.36. Contractor, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall . survive any termination of this Agreement and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Contractor by law with respect to Contractor's duties, obligations and performance hereunder. 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 tests and 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. Page 15 of 20 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 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 Page 16 of 20 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. 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 (3rd) day after mailing, whichever occurs first. Contractor: Dennis D. Rock Construction Attn: Dennis D. Rock 923 N. Chippewa Avenue Anaheim, CA 92801 Fax: 714-956-7827 Telephone: 714-776-1581 City - City of Vernon Attn: City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Fax: , 323-826-1438 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 Page 17 of 20 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 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 Page 18 of 20 Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 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 Page 19 of 20 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 the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: City of Vernon 44 Name: t �rLD Title: r ru are — Date: ,. ®/ IF 2ed!' ATTEST: Manuela Giron, Cit Clerk AP=RM: Je,qlf F4dqson, City Attorney Contractor: Dennis D. Rock Construction, a Division of Lensaro, Inc. r Name: Title:_ f ? / e,- ,A Date: o ► - cv /0 — Oft Name: Title: Date: Page 20 of 20 EXHIBIT A. South Coast Air Quality Management District Form 461-CP Rule 461(1) Compliance Plan for Upgrading to Phase If Enhanced Vapor Recovery System This form Is to be submitted to the address In the upper right corner of this form with AQMD Form 400-A t:7rllih� fnfnrmei#in•: - - - Mail Application To: P.O. Box 4944 Diamond Bar, CA 91765 (909) 396-3385 Tel: (909) 396. 3385 WWW.agmd.gov 1. Fac111ty Name as It.pppears on the Permit: 2. Valid AQMD Facility ID (Available on Permit or City of Vernon Public Works Facility Invoice Issued by AQMD): 6768 3. Equipment Site Location Address: 4305 Santa Fe Avenue VERNON CA 90058 Street Address city State Zip Code Please read.tfi'e: instructions; for. completing: this Form 461-CP before proceeding to: . • Complete Secticn A, lf'you planon.continuing operatlari aftet March i; 2609; or • Complete Sectlon B, tf you plan on ceasing opetation after. March 31, 2009 The Form must be corgi leted and submifted with a com leted Form 400 A available at h •//www,a and o ermltlf nns,h I baste and a fee of$224.60 by October 1, 2008. . Section A Cartiptielhde Padn for lrtlpiemet tat],bo. f `Phase ll Enhanced Vapor`Recovery, Informational Data: (Note: this information will not be Incorporated into the compliance plan, ff approved, • providing this information is voluntary.) ;Q�asa';It` :�'R� .ste f�Conside�edT. cheel��aii a 1ic;�ble Y _� " s, o C�"�etnmetfital A e .c Cort�acted eh'eck all;a'. Ilcable Healy System without ISD: Considered Selected Healy System with Veeder Root ISD : Considered Selected City Building and Planning Department Contacted Not Applicable Fire Department Healy System with INCON ISD : Considered Selected 19 Contacted 0 Not Applicable VST System without ISD : Considered Selected CUPA or Environmental Health Contacted ® Not Applicable VST System with Veeder Root ISD : Considered Selected Other Considered ISelected Other. ® Contacted ® Not Applicable Cot�ttactor informatltin, (ASktofA.'requtted it. if tset4re hirin a contractor).: y�e�iulta�of,�ontYat for C�rltaCYed �.lacted Contract Signed: Dennis D. Rock Construction (E) Yes ®No 0 Yes; Moine Bros. Installation Q Yes G No Date: Charles E. Thomas ® Yes C) No (D Not yet signed Dennis D. Rock Construction O Yes Q No Q Yes; Testing Moine Bros. ® Yes (D No Date: Charles E. Thomas ® Yes O No ID Not yet signed Comp I nce Dates'( If bt `Incorpbr..atedunffier the Compliance Ptah;: if approved):.. .. 7askl To be Completed no later Than. Cofiple{Ion Date: (ff;already completed)- Submit Complete Permit Application Packages To All Applicable Government Agencies 10/01 /2008 Place Purchase Order for CARB Certified Phase II EVR System OR 7 days after the issuance o a app ica a permits, whichever is later Sign Contract for Installation of CARB Certified Phase II EVR System Sign Contract for Testing of CARB Certified Phase II EVR System Start Date of Equipment Installation 01 /19/2009 Start Date of Testing Phase II EVR Equipment 02/09/2009 Si nedD:eclaration:for Continued-Q eration; As owner/operator of this gasoline storage and dispensing facility, I understand that this facility will not be allowed to dispense gasoline without a CARB certified Phase If Enhanced Vapor Recovery System on or after April 1, 2009, and that a violation of this requirement may result In criminal or civil penalties as provided fopunder California Health and Safety Code § 42400 et seq., of $25,000 per day or higher. This declaration does not preclude my r' t eek administrative relief under Regulation V - Procedure before the Hearing Board. Signature: Date: Z3 -0 . Name: Samuel Kevin Wilson Title: Director of Community Services & Water © South Coast Air Qualitv Management District, Form 461-CP (2008.07) Paoe 1 of 2 AQMD Form 461-CP S�cffott B. becCaratibn to<Irrevocbly Surr,,enderihe permtto Operate (nio appirc6t(on fee►s.requ►reancomprerrnq tnissecrionj S1gr1Qd D�clara_ttan for Ceasih� OpeCatfQns: As owner/operator of this gasoline storage and dispensing facility, I declare that I will cease dispensing gasoline at this location as of the above stated date, and that by signing below I am irrevocably surrendering the permit to operate the gasoline dispensing equipment as of the above stated date. Therefore, I do not plan to upgrade this gasoline dispensing facility to Phase it Enhanced Vapor Recovery System. understand that this facility will not be allowed to dispense gasoline without a CARB certified Phase II Enhanced Vapor Recovery System on or after April 1, 2009, and that a violation of this requirement may result in criminal or civil penalties as provided for under California Health and Safety Code § 42400 et seq., of $25,000 per day or higher. Permit No: Date Ceasing Operation: (no later than April 1, 2009) Signature: Date: Name: Title: © South Coast Air Quality Management District, Form 461-CP (2008.07) Page 2 of 2 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 ATTN: Mr. Bob Kipness Dear Bob, July 5, 2008 Contained herein is the quote you requested for the installation of the Enhanced Vapor Recovery Phase II equipment for your gasoline pumping system at the City Yard Dennis D. Rock Construction, a division of Lensaro Inc., a California Corporation, will provide all equipment, labor, and material to accomplish the following scope of work. Under the CARB ruling you have until the 1 st of April 2009 to have this work completed however, SCAQMD, who is the agency in charge of permitting, enforcement actions, installation inspections and final sign off, is requinn� that you submit to them by October 111, 2008, a package containing your permit application, information on the system you have chosen, your contractor's name and when you plan to begin and finish construction. Construction may not begin until SCAQMD issues a permit to construct. It is my suggestion that you decide who is going to perform the installation and that you purchase the equipment now rather than later. Have the contractor store it or store it on site until the permit is issued.. There will also be a permit required from the Building and Safety Dept. in your City and possibly an additional permit from your Fire Dept. The system recommended for installation at your facility is the Healy. System which is authorized under CARB executive Order VR-201. SCOPE OF WORK Installation of the Enhanced Vapor Recovery Phase II system. Notification of all agencies,- i.e. SCAQMD, County, City, Fire Dept., Dept. of Public Works, Waste Management, Underground Tank Unit, Dig Alert, etc. Preparation of all documentation required and the securing of all permits from all agencies, includi the costs of drawings, prints, plan check submittals and resub-mittals, permits, fees, fines, and all permit administration time are an extra. • Lock down tag -out all electrical circuits to fuel island gasoline dispensing unit. • Install a custom cabinet either on top of the dispenser or on the island. • Install into cabinet the main vacuum pump and control module. • Install all required plumbing between UST vapor recovery system inside dispensing unit and vacuum pump. • Install all electronic and electrical wiring between control module, vacuum pump and dispensing unit main electrical controls. • Install required coaxial hose/vapor converter, vapor recovery hose, breakaway, short whip hose and Smart Nozzle. • Install clean air separator canister tank at approved location. Page 1 3 Install all required plumbing connections between clean air separator and gasoline vent riser. There are two types of separator, vertical or horizontal. Pictures included with this proposal. BID PRICE EACH SITE BID DOES NOT INCLUDE: $32,345.00 Installation of any additional electrical power wiring to fuel island gas dispensing unit. Repairs of failed existing equipment. A SIGNATURE OF THIS CONTRACT AND A COMPLETED PURCHASE ORDER OR EQUIVA WILL BE CONSIDERED AS A SIGNED ACCEPTANCE. THIS CONTRACT MUST BE Sl( AND WILL BECOME PART OF ANY OTHER CONTRACT PROVIDED BY CLIENT AN[ CONDITIONS OF THIS CONTRACT WILL TAKE PRECEDENCE. BALANCE OF THE CONT PRICE AND ALL EXTRAS INVOICED ARE DUE WITHIN 15 DAYS OF COMPLETION OF SCOPE OF WORK OR THE ISSUANCE OF THE FINAL INVOICE, WHICHEVER IS THE SOC BALANCES DUE AND NOT PAID WITHIN 15-DAYS OF INVOICING WILL BE DEEME BREACH OF CONTRACT AND INVOKE ALL CONTRACTOR LIEN RIGHTS. BALANCES PAID IN FULL WITHIN THE 15 DAY TIME PERIOD WILL INCUR AN ADDED ON CHARG 1 '/ % PER MONTH CALCULATED AGAINST THE OUTSTANDING BALANCE. THERE WII NO RETENTION BY CLIENT OF ANY PERCENTAGE OF AMOUNTS INVOICED. UNRESO DISPUTES WILL BE ADJUDICATED IN A COURT OF LAW AND NOT BY ARBITRATION ATTORNEY FEES ATTRIBUTED TO THESE DISPUTES OR THE COLLECTION OF Ub INVOICES WILL BE PAID BY CLIENT. QUOTED PRICE IS VALID FOR 15 DAYS FROM l OF THIS PROPOSAL. ACCEPTANCE AFTER THE 15 DAY PERIOD MAY REG ADJUSTMENTS DUE TO COST CHANGES. UNDUE DELAYS CAUSED BY OTHERS DU IMPLEMENTATION OF THIS SCOPE OF WORK WILL NECESSITATE INVOICING FOR V COMPLETED AND FOR COSTS INCURRED DUE TO THE DELAY. CONTRACTOR RETAIN: SALVAGE RIGHTS. Cost of all permits, permit administration time, fees, fines, safety plans, safety equipment, (u specifically included in the above scope of work) and extras will be invoiced at cost plus a profit. Prices quoted herein do not include removal from the jobsite of any hazardous, regu or contaminated material including sludges and solids generated, discovered or uncovered result of washing and rinsing, drilling, excavation, testing, or remediation unless specificall within the scope of work delineated above. If underground hazards such as document( undocumented foundations, basements, product lines, electrical, natural gas lines, surfa( subsurface storm drain, sewer or other utilities, rock or ledge rock debris, unstable backfill in, underground water, perched or otherwise (water monitoring wells excepted if specifically interfere with proposed borings, excavation areas, the taking of under tank samples by bac demolition areas or other scopes of work, cost of removal or remediation and repair shall be t by client as an extra on this job. Unless specifically included in the above bid, and if neces the client is responsible to obtain any required asbestos and or lead survey' abatement/remediation services, and provide to this contractor the results of any and all W and abatement/remediation documentation. OUR INSURANCE COVERAGE IS FOR $3,000,000.00 AND WE ARE SPECIFICALLY NED ALL VER. D IN NOT OF L BE VED AID \TE IRE ING ALL less 15% ated, is a bid d or or bid), hoe, )rne sand Page 21of 3 FOR THIS SCOPE OF WORK. YOU AS THE CLIENT MAY BE NAMED AS AN ADDITI NAL INSURED,* AS RESPECTS THIS PROJECT, AT NO ADDITIONAL CHARGE. PLEASE ADVISE US IF YOU WISH TO IMPLEMENT THIS ADDITIONAL SERVICE.. Thank you for the opportunity to prepare this proposal for you and I am looking forward to working with you. If questions should arise concerning this bid please call. Acceptance Sincerely, Dennis D. Rock -V �-q Date�c�� C,—? Dennis D. Rock * Engineering and consulting firms must provide certificate of E & O coverage. LIEN INFORMATION REQUIRED PROPERTY OWNER NAME PROPERTY OWNER ADDRESS PHONE 12 1-07 Page of 3 P., LT. LVVV `t.L II IVI UCIY IVIJ U. IM,N viva i. No, �h31 P. 2 Executive Order VR-201,A Healy Phase II EVR System Not Including ISD Exhibit 6 HEALY PHASE II EVR SYSTEM LIMITED WARRANTY Healy Systems Inc., products are warranted for workmanship, performance, and materials when properly installed, used and maintained using the .ARB Approved Installation, Operation and Maintenance Manual for the Healy Phase II EVR System Not Including ISD. All Healy products, subassemblies, and raw materials are fully inspected and tested at the manufacturing facility. Healy warrants the workmanship and materials to be free of defects for a period in accordance with the provisions stated below: = The equipment has been installed according to the ARB Approved Installation, Operation and Maintenance Manual for the Healy Phase 11 EVR System Not Including ISD. ■ The nearest Healy Certified Technician qualified to perform service on the defective equipment must perform warranty service. Only Healy Certified Technicians are allowed to perform warranty service. Use of service personnel other than qualified Healy Certified Technicians without prior written approval by Healy Systems Inc. will void the warranty. ■ Claims for warranty repair or replacement service must have a written "Returned Material Authorization" (RMA) from Healy Systems, and must be shipped freight prepaid to Healy Systems for inspection. • Healy Systems Inc., upon inspection at its facilities, and after determination of a warranty claim, will, at its option, repair or replace defective parts returned to its factory. Repaired or replaced parts will be returned freight prepaid by Mealy Systems. Healy Systems is not responsible for labor or materials necessary to disconnect or connect the warranted product for return to Healy. . • Healy reserves the right to make changes in the design or to make additions or improvements with respect to its products without incurring any obligation to modify or install same on previously manufactured products, upon written ARB approval. ■ Healy warrants the worlmanship and xaterials of the following products to be free of defects for a period of fourteen months from the date of shipment from Healy: Inverted coaxial hoses, Hose adapters, Flow limiters and Breakaways. ■ EVR Nozzles 900 Series — New & Rebuilt: Healy warrants the workmanship and materials to be free of defects for a period of fourteen months from the date of shipment from Healy. Exclusions: This warranty excludes the field replaceable "rubber/plastic" parts at the front of the nozzle (i.e., boot, scuffguard, face seal assembly, etc.) or the spout or parts that have been subjected to misuse, handling or incorrect installation. ■ Vacuum Pump — VP1000: Healy warrants the workmanship and materials to be free of defects for a period of twenty-six months from the date of shipment from Healy. This applies to the vacuum pump and motor assembly only. The Hardware Kits, Vapor Kits, Electrical Kits and Interface modules are warranted for workmanship and materials to be free of defects for a period of fourteen months from the date of shipment from Healy. • Clean Air Separator - Healy warrants the workmanship and materials to be free of defects for a period of 122 months from the date of shipment from Healy except for the Lockable ball valves, Locks, Master key, Float check valve and P/V Vent valve shipped with installation kit, which are warranted for fourteen months from the date of shipment from Healy. • General Exclusions: This warranty shall not apply to any product which has been altered in any way, which has been repaired by any party other than Healy Certified Technicians, or when such failure is due to misuse or conditions of use. Use of non -Healy replacement parts, the unauthorized addition of non - Healy items to Healy equipment, and the unauthorized alteration of Healy equipment void this warranty. Healy Phase II EVR System, Exhibit 6 — VR-201-A 09/24/08 WED 15:08 [TX/RX NO 71281 0002 aep., L4. LUUO 4: L I PIVI , UtNN15 U, KM CONS), No. 5531 P. 3 Executive Order 'VR-201-A Healy Phase If EVR System Not Including ISD Exhibit 6 Healy shall, as to each defect, Yee relieved of all obligations and liabilities under a components warranty if the vapor recovery system or components shall have been operated with any accessory, equipment, or a part not specifically approved by Healy and not manufactured by Healy to Healy's design and specifications. Healy Systems makes no warranty with respect to the Healy performance of equipment or Healy"s performance of services under this agreement, express or implied, and Healy Systems hereby disclaims the implied warranties of merchantability and fitness for a particular purpose. ■ This warranty shall not cover any Healy System components that have been in contact with fuels containing greater than 15% methanol, 15% ethanol, or 15% MTBE by volume. Any component(s), which is exposed'to M85/E85 fuel (or other alcohol -rich fuel), is not covered under the Healy Systems warranty. This`warranty is a limited warranty. Anything in the warranty notwithstanding, implied warranties for fitness, particular purpose and merchantability shall be limited to the duration of the express warranty. Healy Systems expressly disclaims and excludes any liability for consequential or incidental damage for breach of any express or implied warrantv. Healy -,.Specializing in Stage 1.I 'Vapor Recovery Teclutology Healy Phase II EVR System, Exhibit 6 - VR-201-4 09/24/08 WED 15:08 [TX/RX NO 71281 R 003 aep.,z4, Lvvo 4: L I rlvl Ut14INI5 U. KUUN UUN51. No, 5531 P. 1 AR&Approved IOM - Executive Orders VR-201-C and VR-202-C (Universal Dispenser Manual) Page 193 Description of Operation The Healy Systems VP1000 Vacuum Pump is typically mounted in the lower hydraulic area of a dispenser or self- contained gasoline pump. It works as a component of a complete Stage 11 system which also includes a single universal control module and Healy Systems hanging hardware. It is intended for use by either OEM dispenser / pump manufactures or as an aftermarket retrofit to make existing equipment compatible with Healy Systems technology. Specification5:1/8 Hp, 120 VAC input, 2 Amp AC Important: All electrical and hydraulic plumbing fittings referred to in these instructions must be UL "listed" or "recognized" for the purpose. Important: The VP1000 will increase the Current draw of the dispenser by two amps. Use the label supplied to note this change. The preferred mounting position of the VP1000 Vacuum Pump is,with the vacuum pump inlet and electrical connections facing upwards, towards the top of the dispenser (see Figure 1 below). If other mounting positions are desired because of mechanical constraints within the dispenser, please contact FFS Technical Services at 1-800-984-6266. Nozzle & Hanging Hardware MC100 Control. Module Figure 1 VP1000 & Bracket Vacuum Pump Features • Operates at two speeds: Low Speed in response to one fueling point being activated, or High Speed if both fueling points are activated simultaneously. • Contains performance protection devices that will shut off the vacuum pump and disable dispensing if the vacuum pump.is not operating properly. • Operates only with input signals from the control module, cannot be operated 'stand alone'. • Contains low temperature activatioh circuits that turn the vacuum pump on at slow speed when the temperature drops below 40°F to prevent freezing. 09/24/08 WED 15:08 [TX/RX NO 71281 la o01 J>ti4�rf�3,fpps. r -sm^s ex=101, F11 Y ". ..y 6�L� rt 1 ry>< C�. Ez`- `� s` -�rrws - qa -n_ -•,r.9 y" hr - y 4 f µ-.. h- t 3x6rs4 'X39 - i 'C ll� -rv%ar1rt..Ka, -5 a'r. m t v< fi• '�.-az MM ram-= I x.. sat}l I xe^� � wei. � x �� •` s . N j [ *CNN a,arrcr>e, wE xw+. - i Ni f# k.. F 0�,, M., 1 1 �lOu r. 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EXHIBIT B EXHIBIT B Form Chance Order CHANGE Contract Number: Change Number: The requirements of the above -designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor'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. Contractor: City: Dennis D. Rock Construction City of Vernon By By Date Date B-1 INSTRUCTIONS TO CONTRACTOR Contract Number: Instruction to Contractor: Date: Specific Instructions to Contractor: 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 Contractor, 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, Contractor 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 Contractor 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 (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor 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 Contractor 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 Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor's Representative IC Date Date 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 October 2, 2008 VIA U.S. MAIL Mr. Dennis D. Rock Dennis Da -Rock Construction 923 N. Chippewa Avenue Anaheim, CA 92801 Res Equipment Purchase and Services Agreement Dear Dennis: 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, City Attorney 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 A. Frriscn City Attorney JH:em Enclosures cc: Ms. Nelly Giron, City Clerk (w/o encls.) (Resolution No. 9722) EiCcfusivefy Industrial TO: Nelly Cirri City Clerk Risk Manages ICE: Dennis D. Rack Construction 'lease be advised that the above referenced had provided acceptable insurance coverage. This concerns insurance coverage for Equipment Purchase and Service Agreement. YIY/ab Vic. Debbi o ROMe,ro Memo To: From: Date:. Re: APPROVED OCT 0 6 '08 CITY COUNCIL CITY CLERK DISTRIBUTION J Martha Valenzuela, Purchasing Agent Dolores Jaunzemis, Purchasing Assistant September 10, 2008 Enhanced Vapor Recovery System Attached for your approval is requisition #0003064. The Community Services Department is requesting installation of an Enhanced Vapor Recover Phase II System at the Gasoline Dispensing Operation located in the City Yard. The South Coast Air Quality Management District is requiring all retail and non -retail gasoline dispensing facilities with underground storage tanks to be equipped with a certified Phase II Enhanced Vapor Recovery (EVR) system by no later than 1" of April 2009. The EVR program is designed to further reduce emissions of gasoline vapors. To ensure compliance with the state requirements AQMD is requiring a Compliance Plan with a deadline of October 1, 2008. This entails an application form which requires the selected system, contractor's name and dates of the start and completion of the job. Fire Station #1 presently has underground tanks which will be removed at a later time. The department sought 3 quotes and has requested services for the project to be handled by Dennis D Rock Construction. This is based on the lowest price, a complete compliant proposal and past satisfactory performances on the City's underground storage tanks. The approximate total cost for the fuel system upgrade is $32, 345.00. The department did not specifically budget for this project however there are available funds to cover the expense in this fiscal year. 0 Page 1 I RegMstr Requisition Master Report Page: 2 9/9/2008 2:44:13PM CITY OF VERNON Document #: 3,928 Requisition #: 0003064 Installation of the Enhanced Vapor Recovery Phase II System in city yard Scope Of Work:- 1.) Notification of all agencies, i.e. SCAQMD, County, City, Fire Dept., Dept. of Public Works, Waste Management, Underground, Tank Unit, Dig -Alert, etc. Preparation of all documentation required and the securing of all permits from all agencies, including the costs of drawings, prints, plan check submittals and re -submittals, permits, fees, fines, and all permit administration time are and extra.- 2.) Lock down tag -out all electrical circuits to fuel island gasoline dispensing unit.- 3.) Install a custom cabinet either on top of the dispenser or on the island. 4.) Install into cabinet the main vacuum pump and control module.- 5.) Install all required plumbing between UST vapor recovery system inside dispensing unit and vacuum pump. 6.) Install all electronic and electrical wiring between control module, vacuum pump and dispensing unit main electrical controls.- 7.) Install required coaxial hose/vapor converter, vapor recovery hose, breakaway, short whip hose and Smart Nozzle.- 8.) Install clean air separator canister tank at approved location.- 9.) Install all required plumbing connections between clean air separator and gasoline vent riser. There are two types of separators: vertical or horizontal. Pictures included with this proposal. - Bid does not include:- 1.) Installation of any additional electrical power wiring to fuel island gas dispensing unit.- 2.) Repairs of failed existing (Continued) e: 2 RegMstr 9/9/2008 2:44:13PM Document #: 3,928 Requisition #: 0003064 equipment. - Above scope of work must be completed by April 1 st, 2009 as per SCAQMD. Account(s) E 011.1049.590000 Requisition Master Report CITY OF VERNON (Continued) Acct % A ount 100.00 32,3 5.00 RFQ: N Encumber: Y Vendor: 000910 DENNIS D. ROCK CONSTRUCTION Selected: Y Order from: 923 CHIPPEWA ANAHEIM, CA 92801 Pay to: 923 CHIPPEWA ANAHEIM, CA 92801 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Total: 32,34�00 Approver: BOB KIPNESS Lvl: 1 In:9/3/2008 11:48:10AM Out:9/3/2008 11:5C Action: app Approver: KEVIN WILSON Lvl: 2 In:913/2008 11:50:02AM Out:9/3/2008 1:38: Action: app :3 Rage: 3 RegMstr Requisition Master Report Page: 1 9/9/2008 2:44:13PM CITY OF VERNON Document #: 3928 Date: 09/03/2008 Year: 2009 Requisition #: 0003064 Description: INSTALL VAPOR RECOVERY SYSTEM Requestor: CERVANTES, JOE Requested for: JACKSON, KENNY Apprvl Queue: cswarehous Group: jcervantes Combine: N Current Aprv: JAUNZEMIS, DOLORES Lvl: 3 Prev: WILSON, KEVIN PO Type: reg Confirming: N PO #: Blanket exp: $Limit - PO: Tran: Contact: JACKSON, KENNY Phone: (382) 583-8811 Text Code: text Restock: N Department: 1047 Order Placement: Requestor sp �"'N{ 9 ��f W. � �?WY'1 §F nYe Xi �i�+R'� •A S p' �[`+ b's� ,# TS 3 �C 1 Y P Y4 Am nt s 32,34 Ta.00 Comm cd: 1099 box: 7M FA? N e: 1 ` RECEIVED SOUTH COAST JUL 2 4 2008 AIR QUALITY MANAGEMENT DISTRICT 21865 COPLEY DRIVE, DIAMOND BAR, CA 91765 COmmunit ServiCes A 41 11(909) 396-2000 Website: http://www.agmd.gov AQMD Rule.461 Advisory No. 01-08 Critical Deadline to Install Phase li Enhanced Vapor Recovery Systems AND Recent Amendments to Rule 461 — Gasoline Dispensing Operations State of California law requires that all retail and non -retail gasoline dispensing facilities (GDF) with underground storage tanks be equipped with a certified Phase II Enhanced Vapor Recovery system. The deadline for this state requirement is April 1, 2 09. This requirement is one of several in the State's Enhanced Vapor Recovery (EVR) program designed to further reduce emissions o gasoline vapors which contain toxic compounds and which contribute to.,the formation of atmospheric ozone (smog). Failure to comp y by the applicable deadline will result in closure of your gasoline dispensing operation and may result in significant penaltie . As the regional air pollution control agency, the South Coast Air Quality Management District (AQMD) is responsible for impleme iting and enforcing these State requirements. Presently, the California Air Resources Board (CARB) has certified two Phase II EVR systems: 1. Balance Systems — Vapor Systems Technologies, Inc.(VST) 2. Vacuum Assist System - Franklin Fueling Systems Inc./Healy At this time the likelihood of any additional certified system being commercially available in time to meet the up -coming i pril 2009 installation deadline is doubtful. Amended Rule 461 To ensure timely compliance with this state requirement, the AQMD adopted amendments to Rule 461 on March 7, 2008 to require a Compliance Plan if equipment upgrades are not completed by October 1, 2008. Highlights of the amendments to the Rule are: 1. The Compliance Plan Requirements, which lists deadlines for the following incremental steps towards completion of EVR upgrades: a. Application submittal d. Equipment installation b. Installation contract e. Testing contract c. Equipment order f. Equipment testing 2. Performance and re -verification testing schedule revisions 3. Testing contractor requirements 4. Certification for contractors and operators 5. Delay to year 2012 EVR implementation on-E85 and ORVR fleets. Of course we strongly suggest reading the entire Rule for a full knowledge of all the requirements. Should you have questio call the Rule 461 Hotline (866)770-9140 Compliance Plan Form A form has been developed to collect information required for the submittal of a compliance plan. In addition, an informational been compiled to help guide the preparation of the compliance plan. Both documents are attached. The Compliance Plan alo application (Form 400-A, which can be obtained at http://www.agmd.gov/permiVFonspdf/Basic/AQMDForm400-A.pdo and a 1 $224.60 must be submitted to AQMD on or before October 1, 2008. Public Meeting A public meeting is also scheduled on August 7, 2008 to help answer any question GDF operators. may have. The meeting at the AQMD Headquarters in Diamond Bar. Details regarding the planned meeting are on the back of this page. please eet has with an n fee of be held Frequently Asked Ouestions For FORM 461-CP Who Must File a Form 461-CP — Rule 461 (1) Compliance Plan? Rule 461 (i) of the South Coast Air Quality Management District requires all owners/operators of an existing GE F that has not completed the installation of a certified Phase II enhanced vapor recovery system by October 1, 2008 to ply for a Compliance Plan on or before October 1, 2008. What are the criteria for delaying upgrade to Phase II EVR? A GDF owner/operator may apply for a permit to delay upgrade to Phase II EVR until April 1, 2012 if all of the following criteria are met: a. The GDF is a non -retail facility serving only ORVR equipped vehicle (except for vehicle used in an emerge cy); b. The GDF is installed with nozzles that are CARB certified; and c. At least fifty percent of underground storage tanks operated by the same operator is equipped with pressure i oni and the tank pressures. are recorded. Equipment dispensing E85 is also granted a delay until April 1, 2012. Is there alternative to submitting an application for a Compliance Plan? Yes, an application for permit to construct and operate a GDF with certified Phase I1 equipment incorporating an OP can be submitted to the District on or before September 1, 2008. After this date, a compliance plan must be sub -ttec before October .1, 2008 unless the GDF is already equipped with a certified Phase II EVR system by the October ate. What is the Application Process? For those who are filing a modification application which includes an IOP, the following items must be .before September 1, 2008: a. Form 400-A b. Form 400-CEQA C. Form 400-E-I I d. Form 461-CP e. Filing fee of $1,287.22 For those who are filing a compliance plan separate from the application to modify and upgrade the GDF with P1 EVR, the following items must be completed on or before October 1, 2008: a. Form 400-A b: Form 461-CP C. Filing fee of $224.60 (Not applicable if completing Section B of Form 461-CP for permanently ceasing operations) An incomplete application package will result in rejection of the entire application. File the application early to a last minute errors and rejection. Having an application rejected is the same as not having submitted one and may in enforcement action if the subsequent application does not meet the deadline. Is there a way to expedite permit processing by the AQMD? A GDF operator may request Express Permit. Processing for an application. In that case, the following items submitted: a. Form 400=A b. Form 400-XPP C. Form 400-CEQA d. Form 400-E-11 e. Form 461-CP f. Filing fee of $ 1,930.83 submitted a permit application incorporating IOP on or before September 1, 2008, what if. my permi application is denied by SCAQMD? You may file a modified permit application plan to address all deficiencies to avoid filing a separate application fc compliance plan provided that the subsequent application is submitted on or before October 1, 2008 or within 14 ( the initial application denial date, whichever is later. After this deadline, separate applications for permit and core plan must be filed. Failure to submit an approvable plan within 30 days after the initial compliance plan or the ini application was denied by the Executive Officer will be a violation of Rule 461 (i) and/or 0) and may result in enforcement action. What if I miss the deadline for filing a compliance plan? Failure to submit an approvable compliance plan by October 1, 2008 is a violation of Rule 461 (i) and may result enforcement action. on or be II of South Coast Air Quality Management District Form 461-CP Rule 461.(i) Compliance Plan for Upgrading to Phase 11 Enhanced Vapor Recovery System This form is to be submitted to the address in tha unnAr rinht i-nmor of this fnrm urith AAKAn r,,Ann_n Mail Ap fcation To: P. . Box 4944 Diamond B , CA 91765 (9 ) 396-3385 x.::. hs"�j11i'�Z �Iri""YtY.i�.. :"F lx._' •' ? �` n f--{'• Y 2.tiX.m tii'iY .G M`L'`,fi%*'s-:S�Ff'� `X:t �.N'i'..°' ',.A�i1:9` i°t:._Y4'.E-; D e ..::.x...,x kk x�- - I ermit or I. Facility Name a$ it Appears on the Permit: 2. Valid AQMD Facility ID (Available on Invoice Issued by AQMD): 3. Equipment Site Location Address: Street Address city State f���1d�,ielnstr�'t�'i�r��prtipYelm�i�is�oYmQG1_ f6 �It�e ��axz t z 3 r� r Code p A u Iano onti 7` xx '� � �.•' S +3 i ( °� ."9 aK'". •: .4 "� � .s t `� !F � �. 7':i{ sx. _.,� �.x K .� 3 "� � l £"'1' ' S t '� `` 'e�. � ��:5 � � a 1 Pd:"gT k_ � i fi# „st s4' •-r3 x �` �..; '�` .»� " '� fit.: .. � x��s5 y��rg 4�5��'�'' p0„�Jii1153 s f # }� tefe d stabrtti e� �v t� a c I�te � � ��tt 6i' �a Ah ..fCw�v�sa`�m�.: ovf er�rilt/��irns•hfrrtllfbaslc rai�id'-a�fe"a , 2� , ;:�o d`6f`� X� {� ... 8 ���� �` Informational Data: (Note: this information will not be incorporated into the compliance plan, if approved,- providing this information is voluntary.) Healy System without ISD : Considered Selected City Building and Planning Department: ® Contacted Not pplicable Healy System with Veeder Root ISD: Considered Selected Fire Department: ® Contacted ® Not pplicable Healy System with INCON ISD: Considered Selected` VST System without ISD: Considered Selected CUPA or Environmental Health Contacted Not pplicable VST System with Veeder Root ISD : Considered Selected l Other Considered Selected Other: Q Contacted Not pplicable , C ® Yes ®No ® Yes; Installation ® Yes O No Date: ® Yes ®No ® Yes O No ® Not yet signed ® Yes; Testing ® Yes ® No Date: ® Yes ®No ® Not yet signed AUi Mill $ g r #3 ft1 $" r'��h ^ �'?i r` ,'L(3 ©`,S i i ' "•yta�iR•`)'s.'� 3 .P.-z, t ,� "aat - `S E` {4+ -r` "' 5� #e o latetth~ap`: o� r �ioD e1t1► & .n:.�ett N Submit Complete Permit Application Packages To All Applicable Government Agencies Place Purchase Order for CARB Certified Phase II EVR System OR 7 days after the issuance of a app icable permits, whichever is later . Sign Contract for Installation of CARB Certified Phase 11 EVR System Sign Contract for Testing of CARB Certified Phase II EVR System Start Date of Equipment Installation Start Date of Testing Phase II EVR Equipment �a Aealaratip:n, o� d tlfedratortr As owner/operator of this gasoline storage and dispensing facility, I understand that this facility will not be allowed to dispense lasoline without a CARB certified Phase II Enhanced Vapor Recovery System on or after April 1, 2009, and that a violation of this requirer ient may result in criminal or civil penalties as provided for under California Health and Safety Code § 42400 et seq., of $25,000 per day or higher. This declaration does not preclude my right to seek administrative relief under Regulation V — Procedure before the Hearing Bloc rd. Signature: Date: Name: Title: © South Coast Air Quality Manaaement District. Form 461-CP (2008.07) Pace 1 of 2 AQMD Form 461-CP As owner/operator of this gasoline storage and dispensing facility, I declare that I will cease dispensing gasoline at this locati n as of the above stated date, and that by signing below I am Irrevocably surrendering the permit to operate the gasoline dispensing equ pment as of the above stated date. Therefore, I do not plan to upgrade this gasoline dispensing facility to Phase II Enhanced Vapor Reco ry System. understand that this facility will not be allowed to dispense gasoline without a CARB certified Phase 11 Enhanced Vapor Reco ery System on or after April 1, 2009, and that a violation of this requirement may result in criminal or civil penalties as provided for under alifornia Health and Safety Code § 42400 et seq., of $25,000 per day or higher. Permit No: Date Ceasing Operation: (no later than April 1, 2009) Signature: Date: Name: Title: I 0 South Coast Air Quality Management District, Form 461-CP (2008.07) Page 2 of 2 Instructions for Completing Form 461 CP - Rule 461(i) Compliance Plan Use of this Form: The deadline for upgrading gasoline dispensing facilities (GDFs) with underground storage tank to Phase II Enhanced Vapor Recovery (EVR) systems is April 1, 2009. The South Coast Air Quality Management District (AQMD) Governing Bo d amended Rule 461 Gasoline Transfer and'Dispensing to require all GDFs operators subject to this deadline to submit compliance plan if the required upgrade has not been completed by October 1, 2008. This Form lists the information re luired for the approval of the compliance plan. This completed form is to be filed no later than October 1, 2008 with a comple ted Form 400A — Application for Permit to Construct and Permit to Operate, and a filing fee of $224.60. (Note: this is in a dition to the requirement for a permit to. construct for.the Phase 11 EVR upgrades). Alternate Use of this Form: In lieu of submitting a compliance plan, Rule 4610) allows a GDF operator to incorporate into its permit application an increment of progress towards completing the installation of CARB Phase II EVR system. This alternative means of compliance is available until September 1, 2008. This Form may be used to list the information required for the approv 1 of the permit application in cases where the operator opt for this alternative compliance. In that case, this completed form is t be filed no later thanSeptember 1, 2008 with a completed Form 400A — Application for Permit to Construct and Permit to Operate, and an application filing.fee of $1,287.22 (no additional fee for the compliance plan). Purpose of the Compliance Plan: The AQMD urges GDF operators to start planning now to ensure that the GDF can be operated legally on and after Apr 1, 2009. The Compliance Plan is for you to demonstrate how you will achieve compliance by April 1, 2009 with require nts adopted by the California Air Resources Board (CARB) for installing certified Phase II Enhanced Vapor Recovery (EV ) Systems at all GDFs. When approved, the plan will be used to check progress towards achieving compliance with the j6 pril 1, 2009 deadline for Phase II EVR systems. Things to do before completing Form 461CP You must finalize your plan for upgrading your facility with Phase II EVR systems before completing Form 461CP and cling for the compliance plan or incorporating the increment of progress (IOP) under a permit to construct and operate. You i eed to decide on which CARB certified equipment to install, inquire on the permit requirements from other governmental age ies in addition to the AQMD, assess ability and availability of contractors, and determine the dates that you can reasonably mc et for each stage of the upgrade process. Instruction for completing Form 461 CP Complete Section A if you are planning to install Phase II EVR before April l; 2009. ✓ Provide information regarding: (Note: this information will not be incorporated into the compliance plan; providing this information is volu tary.) o EVR Phase II equipment you considered and selected; o Government agencies you contacted for appropriate authorization; and o Contractors you have contacted and evaluated for completing the upgrades; make sure the contracto s you hire have all required certifications. ✓ Provide the dates you plan to complete the tasks listed. Please note that these dates will be incorporated in t approved compliance plan. Therefore, you need to make every effort to ensure that the tasks are completed t efore the stated dates. Failure to meet any of the dates listed may result in enforcement actions and fines. The dat s must meet the following criteria: o Application dates must be at least 2 months prior to the planned start of construction; o Equipment must be ordered no later than 7 days after all permits are received; o Date for signing of contracts for installation and testing must be no less than one month prior to the lanned construction start date; o Date for starting installation.must be on or before March 1, 2009; and o Date for starting equipment testing must be on or before March 21, 2009. ✓ Read carefully the declaration. The declaration states clearly that the GDF cannot be legally operated after ril 1, 2009 without a certified and tested Phase II EVR system, and that state laws allow for significant fines in cas s of non -compliant. However, signing of this declaration does not automatically preclude the right to seek admin strative relief from the Hearing Board. ✓ Sign and date the form. Complete Section B if you are planning to cease operation of the GDF and irrevocably surrender the permit by April 1, 009: ✓ Read carefully. the declaration. The declaration states clearly that you plan on ceasing operation of the GDF nd irrevocably surrender the permit on or before April 1, 2009, and that state laws allow for significant fines in ases of non -compliant. _ ✓ Sign and date the form. Gasoline Dispensing Facility Owners and Operators In an ongoing effort to help gasoline dispensing facilities operating withi our jurisdiction to comply with State of California Phase II EVR upgrade requirements, South Coast Air Quality Management District is conductir another conference on: August 7, 2008, Thursday 1:30 PM to 5:00 PM SCAQMD 21865 Copley Dr. Diamond Bar, CA 91765 Conference Room GB Topics to be discussed are: Phase 11 EVR requirements *The new requirement for a compliance plan *Implementation Issues *Amended rules requirements Staff from the Air Resources Board will also be available to answer questions you may have onPhase II EVR systems. This conference is FREE, but due to limited space pre -registration is required. If you are interested, please register by August 5th, 2008 by: *Sending an email with your name, company name, telephone number and email address to cgdfconferende@agmd.gov; or *Contact Evangeline Barrera at (909) 396-2583. What if my Compliance Plan is not approved by SCAQMD? You will have 30 days to submit a modified plan to address all deficiencies. Failure to submit an approvable plan within 30 days of the denial of a compliance plan application is a violation of Rule 461 (i) and may result in enforcement, ction What if I miss any dates specified in the Increment of Progress or in the compliance plan? Failure to adhere to any of the dates set forth in an approved compliance plan or a permit condition is a violation of Rule 461 (i) or 0) and may result in enforcement action. You may file for a modification to the compliance plan or perrr it condition if you know ahead of time that some dates are delayed and there is still adequate time for the changes. If delays are beyond your reasonable control, you may apply to the Hearing Board for variance from the date(s) set fo th in the plan or permit condition. What if 1 encounter problems with equipment order or installation? AQMD and CARB staff will monitor equipment availability and installation issues. Call (866) 770-9140 to report related to equipment ordering and installation. In addition, CARB should be notified using the form available at thi website (httg://www.arb.ca. og v/vapor/equipcontavai1062207 1p2df) What can I expect after submitting the compliance plan? AQMD will review the submittal. You will be contacted if any clarification is needed. If approvable, the appropri, compliance plan or a permit to construct incorporating the IOP will be issued and mailed to you. If not approvable, application will be denied. In which case, you will be notified by mail and you will have 30 days to re -file a compI plan that meets the requirements. Failure to do so is a violation of Rule 461(i) and may result in enforcement actior City of Vernon July 5, 2008 4305 Santa Fe Avenue Vernon, CA 90058 ATTN: Mr. Bob Kipness Dear Bob, Contained herein is the quote you requested for the installation of the Enhanced Vapor Recovery Phase II equipment for your gasoline pumping system at the City Yard Dennis D. Rock Construction, a division of Lensaro Inc., a California Corporation, will provide all equipment, labor, and material to accomplish the following scope of work. Under the CARB ruling you have until the 1st of April 2009 to have this work completed however, SCAQMD, who is the agency in charge of permitting, enforcement actions, installation inspections and final sign off, is requiring that you submit to them by October 1 ', 2008, a package containing your permit application, information on the system you have chosen, your contractor's name and when you plan to begin and finish construction. Construction may not begin until SCAQMD issues a permit to construct. It is my suggestion that you decide who is going to perform the installation and that you purchase the equipment now rather than later. Have the contractor store it or store it on site until the permit is issued.. There will also be a permit required from the Building and Safety Dept. in your City and possibly an additional permit from your Fire Dept. The system recommended for installation at your facility is the Healy. System which is authorized under CARB executive Order VR-201. SCOPE OF WORK Installation of the Enhanced Vapor Recovery Phase II system. Notification of all agencies,- i.e. SCAQMD, County, City, Fire Dept., Dept. of Public Works, Waste Management, Underground Tank Unit, Dig Alert, etc. Preparation of all documentation required and the securing of all permits from all agencies, incluc the costs of drawings, prints, plan check submittals and resub-mittals, permits, fees, fines, and all permit administration time are an extra. • Lock down tag -out all electricai circuits to fuel island gasoline dispensing unit. • Install a custom cabinet either on top of the dispenser or on the island. • Install into cabinet the main vacuum pump and control module. • Install all required plumbing between UST vapor recovery system inside dispensing unit and vacuum pump. • Install all electronic and electrical wiring between control module, vacuum pump and dispensing unit main electrical controls. • Install required coaxial hose/vapor converter, vapor recovery hose, breakaway, short whip hose and Smart Nozzle. • Install clean air separator canister tank at approved location. Page 1 3 • Install all required plumbing connections between clean air separator and gasoline vent riser. There are two types of separator, vertical or horizontal. Pictures included with this proposal. BID PRICE EACH SITE $32,345.00 BID DOES NOT INCLUDE: • Installation of any additional electrical power wiring to fuel island gas dispensing unit. • Repairs of failed existing equipment. A SIGNATURE OF THIS CONTRACT AND A COMPLETED PURCHASE ORDER OR EQUIV ENT WILL BE CONSIDERED AS A SIGNED ACCEPTANCE. THIS CONTRACT MUST BE SIGNED AND WILL BECOME PART OF ANY OTHER CONTRACT PROVIDED BY CLIENT AN ALL CONDITIONS OF THIS CONTRACT WILL TAKE PRECEDENCE. BALANCE OF THE CONT CT PRICE AND ALL EXTRAS INVOICED ARE DUE WITHIN 15 DAYS OF COMPLETION OF THIS SCOPE OF WORK OR THE ISSUANCE OF THE FINAL INVOICE, WHICHEVER IS THE SO ER. BALANCES DUE AND NOT PAID WITHIN 15, DAYS OF INVOICING WILL BE DEEM IN BREACH OF CONTRACT AND INVOKE ALL CONTRACTOR LIEN RIGHTS. BALANCES NOT PAID IN FULL WITHIN THE 15 DAYTIME PERIOD WILL INCUR AN ADDED ON CHARG OF 1 Y % PER MONTH CALCULATED AGAINST THE OUTSTANDING BALANCE. THERE WI' L BE NO RETENTION BY CLIENT OF ANY PERCENTAGE OF AMOUNTS INVOICED. UNRESO VED DISPUTES WILL BE ADJUDICATED IN A COURT OF LAW AND NOT BY ARBITRATION AND ATTORNEY FEES ATTRIBUTED TO THESE DISPUTES OR THE COLLECTION OF U AID INVOICES WILL BE PAID BY CLIENT. QUOTED PRICE IS VALID FOR 15 DAYS FROMf TE OF THIS PROPOSAL. ACCEPTANCE AFTER THE 15 DAY PERIOD MAY RERE ADJUSTMENTS DUE TO COST CHANGES. UNDUE DELAYS CAUSED BY OTHERS DNG IMPLEMENTATION OF THIS SCOPE OF WORK WILL NECESSITATE INVOICING FORRK COMPLETED AND FOR COSTS INCURRED DUE TO THE DELAY. CONTRACTOR RETAIALL SALVAGE RIGHTS. Cost of all permits, permit administration time, fees, fines, safety plans, safety equipment, (u less specifically included in the above scope of work) and extras will be invoiced at cost plus a 15% profit. Prices quoted herein do not include removal from the jobsite of any hazardous, regu ated, or contaminated material including sludges and solids generated, discovered or uncovered as a result of washing and rinsing, drilling, excavation, testing, or remediation unless specificall bid within the scope of work delineated above. If underground hazards such as documented or undocumented foundations, basements, product lines, electrical, natural gas lines, surfa a or subsurface storm drain, sewer or other utilities, rock or ledge rock debris, unstable backfill cave in, underground water, perched or otherwise (water monitoring wells excepted if specifically bid), interfere with proposed borings, excavation areas, the taking of under tank samples by bac hoe, demolition areas or other scopes of work, cost of removal or remediation and repair shall be Lorne by client as an extra on this job. Unless specifically included in the above bid, and if neces ary, the client is responsible to obtain any required asbestos and or lead survey and abatement/remediation services, and provide to this contractor the results of any and all suiveys and abatement/remediation documentation. OUR INSURANCE COVERAGE IS FOR $3,000,000.00 AND WE ARE SPECIFICALLY INS Page 21of 3 FOR THIS SCOPE OF WORK. YOU AS THE CLIENT MAY BE NAMED AS AN ADDITI NAL INSURED,* AS RESPECTS THIS PROJECT, AT NO ADDITIONAL CHARGE. PLEASE A ISE US IF YOU WISH TO IMPLEMENT THIS ADDITIONAL SERVICE.. Thank you for the opportunity to prepare this proposal for you and I am looking forward to with you. If questions should arise concerning this bid please call. Acceptance Sincerely, Dennis D. Rock Date Dennis D. Rock * Engineering and consulting firms must provide certificate of E & O coverage. LIEN INFORMATION REQUIRED PROPERTY OWNER NAME 1 PROPERTY OWNER ADDRESS PHONE Page 4 of 3 s �`� ,3 ' .� .� rF �+ra �#"1P �lry��re r* � ,��rfl R:• ��� - i fkk'>�'vX � _ yqy.„R,a9hYs'Wl. A�-"Fs'✓tb-?'�i {�- F - �S .. W`' Z � o ¢ I 3 R e; r'. a. - f� y Kq }IiN� I �,�`�'� ri� YJh 1�'•a N y 5 '� C� SrNml 1 h1 3f }�C i gip} ¢ 1Y} A kY t^ 1 1 f iF'. f I S r 11 -f 1 � "x z�-qn - uAS w it Y Zi C A x `g "�' 4 is », ;, c J Rmt�aiws •k '� :. �4 � A, as �a�,a `p � � �: a. i M��.�t��. zt{aSxw1' §,{'rybb; "A r`ar'ar�.� owl N��95 y a � � F�'"^a �� E''ra - _'} 3 ems.' -pa * �ffib8j: .• � �, } sFQp � �� I 3$ �! t k I VII 4.1$. 4 S � t a KJE-12897 July 22, 2008 City Of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Mr. Bill Wilson Telephone: (323) 583-8811 ext. 237 Subject: Vernon City Yard 4305 Santa Fe Avenue Vernon, California Re: Architectural/Engineering Services Dear Bill: We are pleased to submit the following architectural/engineering services proposal to assist you with your facility at the above mentioned location. In order to assist you with your review of our proposal, we have broken it down as follows: !. Project Description: A. Project will consist of the following: 1. Design, Permitting & Construction management for a Healy EVR Phase II system installation. (No ISD) li. Arch itectural/E no i neeri nq Services A. Phase I - Preliminary Services 1. Site visit. 2. Analysis and recommendations for modifications to upgrade to current State fuel compliance standards. 3. Photo documentation.. 4. Preliminary Site Plan Design. 5. Meeting with Client to review findings. 2322 West Third Street • Los Angeles, California 90057-1906 • Phone: 213-381-7891 9 Fax: 213-381-1517 KJE-12897 — Vernon Gty Yard B. Phase 11- DesignServices: 1. Prepare the permit package including the following drawings: a) Fuel System Design Package C. Phase III - Permitting Services 1. Permit processing activities to include: a) Prepare application b) Filing with the agencies c) Follow up with the agencies d) Pick up corrections e) Re -file corrections f) Obtain permit 2. File for the following permits: a) Fire Department Permit b) Environmental Health Permit c) South Coast AQMD Permit d) Building Permit D. Phase IV -- Construction Support Services: 1. Address contractor RFI's. 2. Observe key installation events. (2 Observations) III. Assumptions A. Client will provide copies of the AQMD permit, Monitor Certification, Regulatory testing. B. Client to supply site plan. C. That no construction certification or testing is included in the proposal. D. Job site safety will be the responsibility of the general contractor. E. No entitlement processing or Planning submittals will be required. fiedfergroup ® 2008 2 of 5 I:\projects\I2897`"ect Management\000 Contract Documents\l0 Contrads & Addltlonal SeMces\12897-2007-07.23-LTR-Vemon-Proposal.do riot 101 ztirlt7 t2o. t70 JIUUJU18`J2 MOINE BROS 01/02 MOINE BROS. CONTRACTORS LJC, NO. 343483 DATE; I FAX COVER ' SWEET TO: FAX #: NAME: IVfL�r C.R.% D COMPANY: FROM: NAME: GEORGE LAWSON CONSTRUCTION MANAGER COMPANY: MOINE BROS. REGARDING: C �'7`I -�1 AlLI'S i COMMENTS: NUMBER' OF PAGES (INCLUDING THIS COVER SHEET) 521 FAST V" STREET; WILMING TOM, CAMORW 90744 - PHONE (310) 830-1670 • FAX (310) 08/13/ 8 05:05 3188301892 MOINE 8ROS ~^�� r*�� 02/02 , 00 CiTY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO, I SUPPLEMENT NO. SHEET OF SHEETS PROJECT: Equipment Purebme and Services Agreement for an Enbanced Vapor P.O. NO. -o] 1.0003369 Recovery System :for the Gasoline Dispensing Operation TO: Dennis D. Reek Construction CONTRACTOR REQUESTED BY: City of Vernon You are hereby directed to make the herein described, changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modified herein, All terms and conditions of the original contract remain in full force And effect, and apply to the additional work as if said work, was originally included in the contract. Additional services to perform testing of CARE certified Phase Tl EVR with no additional costs. Resolution No. 9722 Contract ,Amount Base Laid) _ .. , _ _ ... $ 32,345.00 Amount of This Change Order . $ 0 Araount of Previous Change Orders i ............ ..........:.. . . . ..:..... . $ 0 Total Change Orders $ 0 Modified Contract Amount , ...... . $ 32,345.00 By reason ofthi9 change order the time of O completion will be a ustcd as follow.g: Approved: Date:��'d _ ireety m u y sevices & Water Attest: /✓� `-' Date_ Nlanuela iron�,City Clerk We, the undersigned Cnntractor, have given cnrerul ccnsideration to the change proposed and hereby agree: if this proposal is apprnvcd, chat we will provide all labor, equipment and materials, including overhead, c=pt:as may otherwise he nolcd nboye, and perform all services necessary for the work Above specified, kind will accept as bill paynacnt ihereforc the prices shown above. Accepted'Date: -. 9 Contractor:?��ii By: \ Title: - c: project File/C:ontractor/Purchasing Rcv. 06108