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Resolution No. 100871 2 3 4 5 6 7 8 9 10 11 12 13 NVE 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 10,087 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS FOR THE REDEVELOPMENT AND TEST PUMPING SERVICES FOR WELL NO. 9 WHEREAS, the City of Vernon is interested in obtaining proposals from qualified contractors for the redevelopment and test pumping of existing production Well No. 9 at Vernon Water Department located at 2001 57th Street; and WHEREAS, in view of the current water crisis in California, it is important that the City secure its own water supplies in the event that in the future it needs to rely solely on its groundwater supply to meet its water demand; and WHEREAS, the Director of Community Services & Water has requested the issuance of a request for proposals for the redevelopment and test pumping for Well No. 9 (the "RFP") pursuant to Section 2.29-2 of the Vernon City Code. 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 directs the City Administrator, or his designee, to issue the RFP, a copy of which is attached hereto and incorporated by reference as Exhibit A, to one or more qualified contractors, and to report to the City Council on the proposals received with a recommendation for action. 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 SECTION 3: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and her certification to be entered in the Book of Resolutions of the Council of this City. APPROVED AND ADOPTED this 19th day of October, 2009. Name: W. Michael McCormick EST: MANUELA GIRON,`City Clerk Title:- Mayor Pro-Tem - 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 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. 10,087, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, October 19, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. IqExecuted this day of October, 2009, at Vernon, California. MANUELA GIRON, City Clerk (SEAL) - 3 - EXHIBIT A A - COMMUNITY SERVICES & WATER DEPARTMENT Samuel Kevin Wilson,. Director of Community Services & Water 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1435 October 2009 CITY OF VERNON REQUEST FOR PROPOSALS REDEVELOPMENT AND TEST PUMPING FOR WELL No. 9 The City of Vernon (City) is currently seeking Request for Proposals (RFP) from qualified contractors for the redevelopment and test pumping at Vernon Water Department production Well No. 9. The City has taken possession of the former industrial well at 2001 57th Street that will function as municipal water supply well. The City had a consulting firm perform a video log of the subject well that indicated minor redevelopment is required. The City will select a contractor which demonstrates provencapabilities for water redevelopment and test pumping practices. Proposals should reflect knowledge of these areas of !expertise, recent related experience, proposed scope -of work, tentative project schedule and proposed not to exceed fees for each phase of the proposed work. The contractor selected will be expected to work with designated City representatives to complete the project. PROPOSAL FORMAT The proposal shall include, at minimum, the following items: • Letter of Transmittal; • Executive Summary — Limit to two pages; • Understanding of, and approach to, the project; EXcfusivel Zn&ati ial • Experience with similar projects completed`in the past five (5) years and related references; • Qualifications of the contractors members and their commitment to the project; and • A schedule of work. Insurance: Before the contract is awarded, the City of Vernon requires the contractor to provide proof of insurance, including a standard certificate of insurance, in at least the amounts and coverage indicated on the insurance schedule. In addition to the standard certificate of insurance, proof of general and umbrella liability coverage shall also be furnished in the form indicated on the attached insurance schedule, Addendum "A." Contact Person: The contact person for this project is Scott Rigg who can be reached at (323) 583-8811, extension 279, Monday through Thursday between 7:00 A.M. and 5:30 P.M. There is no limit to the total number of pages included in your proposal. However, proposals should be as concise as possible while still conveying all required information. Submit one original and four copies of the proposal, and in a separate envelope, one original of the professional fees to perform the work. The proposal shall be addressed to: Samuel Kevin Wilson, P.E. Director of. Community Services & Water 4305 Santa Fe Avenue Vernon, CA 90058 PROPOSALSCHEDULE Competitive sealed proposals will be accepted until November 17, 2009, 2:00 P.M. local time. Any proposal received after that time will not be considered. The professional fees shall be in a separate sealed envelope. The following items address general proposal preparation issues: • The contractor is solely responsible for any costs incurred by responding to this RFP; • The proposal shall be signed by an official authorized to bind the contractor to the proposal and agreement; • The proposal shall be valid for 180 days; 2 • The contents of the contractor's proposal and the RFP may become a contractual obligation. The contractor shall comply with all federal, state and local regulations governing any aspect of the project, including conflict of interest laws and regulations; • The contractor shall cooperate with the City and shall promptly and appropriately respond to design review/plan check comments made by the City, on the City's behalf, or by other regulatory agencies; • All work shall be performed in accordance with usual and customary standards of care for similar work performed in this area; • The contractor shall provide and pay for all printing and reproduction of all drawings and specifications until design drawings and specifications are approved by the City and other agencies and construction documents are ready for bidding; • City action on proposals normally will be .taken within 45 days of opening, however, no guarantee or representation is made herein as to the time between the proposal opening and subsequent action; and • The City reserves the right to accept or reject any and/or all proposals, to waive irregularities and technicalities, and to request resubmission. There is no obligation on the part of the City to award the contract to the lowest bidder and the City reserves the right to award the contract to the most qualified bidder submitting a responsive proposal with a resulting negotiated agreement which is most advantageous and in the best interests of the City. The City shall be the sole judge of the proposal and the resulting negotiated agreement that is in its best interest and its decision shall be final WELL NO.9 BID ITEMS Item No. Description - Well Redevelopment p p Quantity Units Unit Sub -Total price 1 Perform downhole video of the well 1 LS $ Mobilization - Mobilize and Demobilize of men and 2 equipment to the project site to include all bonds and 1 LS $ insurance costs Wire brush - Perforated wire brushing of the well screen zones between 400'and 1,020 feet. Due to the length of the 3 well screen, 1-new brush will be used between 400 and 800- $ feet and 1-new brush will be used between 800 and 1,020- 30 Hrs _ feet. During brushing mix into the well 800 pounds of Sulfamic acid and 75pounds of rock salt Bailing and Removal - Approximately 100-feet of sediment, 4 material will be removed from the site and properly $ disposed - Contractor is responsible for proper disposal, 100 LF _ permits and fees 5 Re -video well to inspect casing interior 1 LS $ 6 Set-up and perform dual shot of Sonar Jet in the well 620 Ft $ Perform acid treatment of the well that will include 7 swabbing in 2,000 gallons of HCI, 55 gallons of NW-310, $ 55 gallons of Glycolic Acid. Swab into the well in 20-foot 1 LS _ zones: 423-460, 623-823, 865-1004 bgs Set-up and perform 10-foot dual swab airlift of the well perforations to remove material loosened by Sonar Jet and 8 to clear the perforations - assume 30-hours of "Active" 30 Hrs $ airlift work which is defined as actual time airlift pumping - is being performed Deliver, remove and clean -out 20,000 gallon surface storage 9 tanks, coupled together at the bottom and shutoff valve to 2 Ea $ the outlet ' Discharge Piping and pump to transfer water from the tank 10 manifold to the nearest discharge point - assume 700-feet; 700 Ft $ includes all labor and materials for this task - Install an engine driven Test Pump - Producing 3,000 gpm at 500 feet TDH, shall include all labor, fuel and charges; 11 and include a discharge line with flow meter, gate valve, $ Rossum Sand Tester, 1-1/4-inch PVC from surface to the 1 LS top of perforations; and poly airline to the top of the pump bowls: Set pump at 400-feet 12 Redevelop - Redevelop well with test pump 60 Hrs $ Contract and provide dye tracer testing, performed by Besst, 13 Inc. to include 5-each depth specific sample zones - this $ method is preferred due to the size of the well casing 1 LS _ diameter versus the test pump required. Title 22 sampling to be performed by the contractor. The.. 14 City will deliver the pulled samples to Clinical Laboratory Per Title of San Bernardino for analysis. The City will incur the cost Requirements Ea $ of analysis. ' 15 Re -video well to inspect casing interior 1 LS $ Total Bid Price for Items 1 through 15 $ SCOPE OF WORK • The contractor shall be responsible for the mobilization and demobilization of men and: equipment to the project site; • Perform a downhole video log to access the condition of the subject well; • Wire brush well screen zones between'400=feet to 1,020-feet for 30-hours. Due to the length the well screen, one (1') new brush will be used between 400-feet and 800-feet; and one (1) new brush will be used between 800-feet and 1,020-feet. During the brushing process the contractor shall mix into the well 800-pounds of Sulfamic acid and 75-pounds of rock salt; 4 • Bail approximately 100-feet of sediment from the subject well. The contractor is responsible for proper disposal, permits, and fees associated with the removal and disposal of the sediment; • Re -video the subject well to inspect the casing interior; • The contractor shall set-up and perform a dual shot of Sonar Jetting in the subject well from 400-feet to 1,020-feet; • Perform acid treatment of the subject well that shall include the swabbing in of 2,000 gallons of HCI, 55 gallons of NW-310, and 55 gallons of Glycolic Acid. The above -mentioned chemicals shall be swabbed into the well at the following 20-foot zones: 423-460, 623-823, 865-1004; • Set-up and perform a 10-foot dual swab airlift of the well perforations to remove material weakened by the Sonar Jet and :to the clear the perforations. 30-hours of active airlift work shall be performed; • Deliver, remove and clean -out two (2) 20,000 gallon surface storage tanks, coupled together at the bottom with a shutoff valve to the outlet; • Provide and install discharge piping and pump to transfer water from tank manifold to the nearest sewer manhole discharge point: Assume 700-feet; • Install an engine driven test pump producing 3,000. gallons per minute at 500 feet Total Dynamic Head, discharge line, .flow meter, gate valve, Rossum Sand Tester, 1-1/4-inch PVC pipe from surface to the top of perforations; and poly airline to the top of the pump bowls: Set pump at 400-feet; • Run test pump 30-minutes prior to initiating redevelopment process; • Redevelop well for 60-hours using test pump; • Provide dye tracer testing to include 5-each depth specific sample zones. • The contractor shall perform Title 22 sample collection. The City will collect the samples and deliver them to Clinical Labs of San Bernardo for analysis. The City will incur the cost to analyze the samples; • The contractor shall receive prior written approval from the Director of Community Services and Water before making any changes or modifications to the Bid Items; • A description of any potential work not included in the contractor's scope of services or which has notbeen identified in this Request for Proposal, which the contractor feels is essential to the successful completion of the project. This would include additional services by the contractor or any other necessary tasks to be provided by the City. This potential work must be clearly identified, along with a suggested basis for payment, should those. services be necessary or elected by the City; • The City will secure a permit from the Sanitation Districts of Los Angeles County (LACSD) in order to dispose of wastewater resulting from the test pumping; • All work associated with this project shall be done in accordance with American Water Works Association (AWWA) Standards; and • The work schedule is Monday through Friday, 7:00 A.M. to 5:00 P.M. CONTRACTOR'S SCOPE OF ANTICIPATED SERVICES • The contractor shall secure a well permit from the City of Vernon Health Department prior to the commencement of the project; • The contractor will furnish all labor, equipment and materials and will perform all work described in the RFP; • The contractor shall submit to the City a plan illustrating pedestrian control measures to address the discharge piping that is anticipated obstruct the sidewalk near the proposed disposal site; and • The contractor shall provide a detailed report providing results of the video logs, discharge rates, dye tracer testing, and final assessment of the groundwater conditions. PROPOSAL REQUIREMENTS The selected contractor's qualifications shall include the following: • A brief description of ,the contractor's qualifications and a list. of proposed personnel to be assigned to the project. No change in project team members shall be made without expressed written consent of the City; • Designation of a project manager who will be responsible for the project throughout its duration and who has the authority to represent the contractor; • A description of the contractor's expertise and previous experience in the specific areas described in this RFP; • A list of company names,. addresses, telephone numbers and contacts for at least five (5) clients for whom the contractor accomplished similar work in California. Work for the reference must have occurred within the last five (5) years and dates of project completion must be included; • A list of sub -contractors, if any will be used to complete the project. The list shall include the nature and extent of the work to be accomplished by the sub- contractor, a description of the sub -contractor's qualifications, a list of at least five (5) references for whom the sub -contractor completed similar work, and resumes for the personnel proposed for assignment to the project. References must be related to work that occurred within the previous five (5) years; and • Complete bid form. CRITERIA FOR SELECTION Evaluation of proposals and interviews will include the following criteria: • Experience, credentials and time commitment of the Project Manager and other key personnel assigned to the project; • Experience of the contractor in completing projects of similar nature; • Responsiveness to the project objectives and preparation of an all-inclusive scope of work; • Ability to meet the project schedule; and • Professional fees. The most qualified firm, based on submitted information and the interview, will be selected to enter into the agreement with the City. The City reserves the right, in their sole discretion, to reject any and all proposals if such action is determined to be in the best interest of the City. A sample agreement has been included for your review. Please be advised that if the City Attorney determines there is a conflict of interest that would prevent the City from contracting with. a firm, then that proposal shall be disqualified. 7 ADDENDUM "A" INSURANCE SCHEDTME.(�CONTRA R) The contractor shall provide proof of insu ce;, Rwkxffihg a stam&wdicedifwate ofinsum ce, in at least the following amounts and cove a;(c 'single lfhn t )= 1. Coverage and Limits Pmmvtv Damame Hazards Eat leach. t Each Accident Automobile Liability Owned Automobiles $500 $� M, D S500,000 Hired Automobiles $50% $ill„(0o'W` $500,000 Non -Owned Automobiles $500MV $1,0M,0W $500,000 Workers' Compensation $ Statutmy Employers' Liability $1,000,00G per enWlwym II. Liability Premises Operations $1,000, $2,000, $1,000,000' Elevators (if applicable) $1,000,000 $2,000,OM $1,000,000 Independent Contractors $1,000,000 $2,000,+000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $1,000,000 $2,000,000 $1,000,000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy (form separate from the certificate). 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement rornvaaing ©overage for all operation under the City of Vernon permit and specifying the activities covered. 4. Such other endorsement as may be required by addendum hereto. 5. A copy of your general and umbrella insurance policy declarations page. 0 "SAMPLE" 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 _ day of , 2009, 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 *** hereinafter referred to as the "Contractor" *** RECITALS WHEREAS, the City has determined.to retain the services of an independent contractor to perform ***; and WHEREAS, Contractor has prepared a proposal dated , 2009, for the Services relating to , a copy of which is attached hereto as Exhibit _ and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and .WHEREAS, have been bid, and Contractor's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to provide the services on a contract basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on effect for ***. Page 1 of 13 , 2009, and will continue in SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Services 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 and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or provided for in Sections 4.01 and 4.02 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. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. H. "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; Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or Page 2 of 13 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. I. "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. .J. "Work" or "Services" shall mean the services performed by Contractor as more specifically delineated in Section 3 below. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor agrees to perform *** Change of Services 3.02. City may at any time, by written change order executed by the City, make changes only to extend the work duration and total compensation of Contractor's Work. Changes in the scope of work, or duties and obligations, shall be authorized only by the City. 3.03. 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 attached hereto and incorporated by reference. Timing of Services 3.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and. shall end when Contractor has completed the Work described in Section 3.01 of this Agreement, unless this Agreement is otherwise terminated according to Section 6 of this Agreement. Method of Performing Services 3.05. Contractor will determine the method, details, and means of performing the above -described Services. Status of Contractor 3.06. 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 Page 3 of 13 over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.07. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.08. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.09. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.10. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 4. COMPENSATION 4.01. In consideration for the Services to be performed by Contractor, described in Paragraph 3.01, City agrees to pay Contractor the amount of *** Dollars Entire Compensation 4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations'hereunder. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overheads, 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 provided for 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. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer Price Index (all Urban Consumers) for the Los Angeles -Riverside -Orange County area for the twelve (12) month period prior to the beginning of each extension. Payment of Compensation 4.03. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion of *** and within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Page 4 of 13 4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.06. The compensation due Contractor, or the credit due.City, for changes may not be established verbally, and shall be established by a written change order signed by City as described in Sections 3.04 and 3.05 of this Agreement. Compensation adjustments in each such change .order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. 5.02. Contractor is responsible for damage resulting from performing. repair and clean up of the effected area. 5.03. Contractor will perform the services under this Agreement on City's Premises during regular business hours or as directed by City. Tools, Materials, and Equipment 5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the Services under this Agreement. Liability Insurance 5.05. Contractor and its subcontractor(s),,if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work. hereunder, Contractor shall provide the City with proof of insurance providing andmaintaining the coverages and endorsements set forth below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.06. The insurance coverage as listed herein shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. Pages of 13 5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and that the City is 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: 1. 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. 2. Comprehensive General Liability Insurance, including, but not limitedto, Contractual Liability, Contractors Pollution, 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. 3. 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. 4. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverages or through an excess policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. Representations 5.09. 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 orcaused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor: 5.10. 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 Page 6 of 13 assignments included in the Work and employs or,has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.11. Contractor represents that it has the qualifications and skills necessary to perform the Work 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. 5.12. Contractor declares and states that it has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses .that may be required to carry out the Services. to be performed under this Agreement. 5.13. 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. 5.14. 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. Work Injury 5.15. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents, 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 or assistance to Contractor's employees, subcontractors, agents, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and,Audit . 5.16. 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 Contractor's employees working full or part time on the Work; (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. Page 7 of 13 Corporate Conduct 5.17. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.18. Contractor agrees that all services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 5.19. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.21. Contractorshall take reasonable precautions to safeguard any documents containing Proprietary Informationwhich 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. Page 8 of 13 Compliance with Authority 5.22. 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, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation of any person. 5.23. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.24. Contractor shall indemnify. City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement. Progress Reports 5.25. 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. SECTION 6. TERMINATION OF AGREEMENT 6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until he completion of the rp olect, in keeping with full performance of the Services in accordance with Section 3.01 of this .Agreement, unless otherwise extended according to the terms and conditions set forth in this Agreement. - Non -Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written Notice to Contractor and such termination shall be, effective in the manner specified in such Notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to. the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination (`.`Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Page 9 of 13 Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may terminate this Agreement by giving written notification to Contractor. Termination will take effect immediately on receipt of notice by the breaching party or three (3) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 of this Agreement; or B. Contractor's material breach of any representation or provision contained in Section Five (5) of this Agreement. 6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights oua waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or 'at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the.facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3rd) day after mailing, whichever occurs first. Page 10 of 13 Contractor: Attn: *** Fax: ** Telephone: *** City: City of Vernon Attn: Manuela Giron, City Clerk 4305 Santa Fe Avenue Vernon, CA. 90058 Fax: 323-826-1438 Telephone: 323-583-8811 ext 266 Entire Agreement of the Parties 7.02. This Agreement supercedes any and all agreements, either oral or written; between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits _ and which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a courtof competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way: Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party ;in connection with this Agreement, and theyelationship; 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 mattersto 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 Page 11 of 13 as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators') under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted. issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively 'by the California courts. Attorney's Fees 7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators and/or court in the same action or in a separate action brought for that purpose, in addition to any other -relief which is obtained: 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal,•.state or municipal action, statute, ordinance, or regulation, embargoes of the United . States Government or any other government, which by exercise of due diligence such -party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written'notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. 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. Page 12 of 13 IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , California, on , 2009. City: City of Vernon Hilario Gonzales, Mayor Date: ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM: Laurence Wiener, City Attorney Contractor: Signature: Print Name: Title: Date: Signature: Print Name: Title: Date: Page 13 of 13 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: October 21, 2009 TO: Kevin Wilson, Director of Community Services & Water FRO Nelly Giron, City Clerk RE:'-'6 Resolution No. 10,087 - A Resolution of the City Council of the City of Vernon Authorizing the Issuance of a Request for Proposals for the Redevelopment and Test Pumping Services for Well No. 9 Transmitted herewith is a copy of Resolution No. 10,087 referenced above, which was approved by City Council on October 19, 2009. Thank you. NG : dj c: Resolution No. 10,087 RECEIVES 71 PAPPROVED OCT 19 '09 CITY COUNCIL it 1, i 08 2009 C�'f/ 1 IdI19 /0 P . CITY CLERK`S OFFICE STAFF REPORT COMMUNITY SERVICES & WATER DEPARTMENT DATE: October 5, 2009 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson,`Director of Community Services & Water RE: Permission to Seek Request for Proposals For the Redevelopment & Test Pumping for Well No. 9 The Water 'Department (Department) is requesting permission to seek Request for 'Proposals (RFP) from qualified contractors for the redevelopment and test pumping of existing production Well No. 9 at the former Smurfit Stone site located at 2001 57`h Street. The subject well was video logged and test pumped last year by Richard Slade &Associates (Slade) in order to assess its condition and determine the possibility of utilizing the former industrial well as potable drinking water facilities. Slade found the subject well was built using specifications similar to that of standard potable water well. The test -pumping. results identified low levels of Volatile Organic Compounds (VOC). In further review it was determined that the VOC's would have to be removed from the water supply prior to delivering this water supply to the public. The Department contacted the Water Replenishment District (WRD) who has water remediation program available to water purveyors that reside in the central water basin. The program is known as the Safe Drinking Water Program (SDWP) and provides for the engineering, design, and construction of a treatment plant at no cost to the City. The City was approved for the treatment `facility under the SDWP and WRD has selected a consulting firm, URS, who is currently in the process of developing, specifications for the project` In a recent meeting consisting of the WRD, URS, and the California Department of Public Health (CDPH), the logistics and water quality issues pertaining to the well were discussed. The CDPH expressed concern that although the initial test pumping performed by Slade indicated that the concentrations of Perchlorate in the water supply were below the established Maximum Containment Level (MCL), there are several locations known to have tested positive and exceeded the MCL for perchlorate including Vernon production Well 18, located two blocks north of the subject wells, which was destroyed in 2008. The CDPH also _commented that the Slade video log indicated that the perforations on the subject well were plugged and that this may have prevented additional concentrations of perchlorate or other containments from entering the water supply during the initial test pumping. The CDPH has directed the City to rehabilitate the subject well and test pump them to verify the condition of the groundwater supply. Once the condition has been confirmed the CDPH will evaluate and make a recommendation based on their findings. The CDPH will more than likely direct the City to come up with a contingency plan, or make accommodations for the installation of perchlorate treatment at the proposed treatment facility even if the finding of the test pumping conclude that no additional containments exist. In review of the current water crisis in California it is important that the City secure it own water supplies. With recent environmental court rulings and drought conditions there may be a time in the not COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: FROM: DATE: SUBJECT: Donal O'Callaghan, City Administrator bcA Samuel Kevin Wilson, Director of Community Services and Water October 5, 2009 Requesting Permission to Issue Request for Proposal to Qualified Contractors The Water Department (Department) is requesting percussion to seek Request for Proposals (RFP) from qualified contractors for the redevelopment and test pumping of existing production Well 9 at the former Smurfit Stone site located at 2001 57"' Street. The subject well was video logged and test pumped last year by, Richard Slade & Associates (Slade) in order to assess its condition and determine the possibility of utilizing the former industrial well as potable drinking water facilities. Slade found the subject well was built using specifications similar to that of standard potable water well. The test pumping results identified low levels of Volatile Organic Compounds (VOC). In further review it was determined that the VOC's would have to be removed from the water supply prior to delivering this water supply to the public. The Department contacted the Water Replenishment District (WRD) who has a water remediation program available to water purveyors that reside in the central water basin. The program is known as the Safe Drinking Water Program (SDWP) and provides for the engineering, design, and construction of a- treatment plant at no cost to the City. The City was approved for the treatment facility under the SDWP and WRD has selected a consulting firm, URS, who is currently in the process of developing specifications for the project. The California Department of Public Health (CDPH) has reviewed the Slade Report and conveyed their concern at a recent meeting that the perforations on the subject wells are plugged and that the previous test pumping may not have allowed any containments to enter the water supply: The CDPH has directed the City to rehabilitate the subject well and perform additional test pumping to assess the condition of the groundwater supply. The RFP has been approved as to form by the City Attorney's office. A Staff Report is attached herewith along with a copy of the RFP. It is recommended that the City Council grant the Department percussion to issue RFP's to qualified firms at its October 19, 2009 meeting. Thank you. - SKW/sr Enclosures CEIVED O C T 0 6 2009 BY: Kf-1s-rrrJ F:\Scott\ScottNMy Documents%We11s\Smurft We11s\RFP to Consuhants Rehandor%doc ArellanL, Claudia From: Gena Stinnett [gttinnett@rwglaw.com] Sent: Wednesday, September 30, 2009 5:26 PM To: Arellano, Claudia; Wilson, Kevin Cc: Laurence S. Wiener; James L. Markman; Lehr, Judy Subject: RFP FOR THE REDEVELOPMENT AND TEST PUMPING FOR WELL NO. 9 Attachments: RFP - Redevelopment and Test Pumping for Well No. 9.PDF RFP - ;velopmentand Tes «RFP - Redevelopment and Test Pumping for Well No. 9.PDF>> Hi Kevin, We have reviewed the RFP for Redevelopment and Test Pumping for Well No. 9. It appears to be ready for City Council consideration and we are in the position to approve it as to form. Section 2.29-2 of the Vernon City Code authorizes the RFP process which is being followed. Pursuant to Section 2.29-2, the Council needs to direct the issuance of the RFP by Resolution. Once that occurs, the process spelled out in the RFP should be implemented. Please let us know if you have any questions or concerns. Best regards, Gena M. Stinnett Richards Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 Voice: 213.253.0240 Facsimile: 213.626.0078 NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you.