Resolution No. 2010-003RESOLUTION NO. 2010-03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND COX INDUSTRIAL SERVICES, INC. FOR THE
REMOVAL, REPAIR AND REINSTALLATION OF PUMP
EQUIPMENT AT THE DOWNEY UNDERPASS STORMWATER
PUMPING STATION
WHEREAS, the City of Vernon ("City") requires the services
of an independent contractor to remove, repair and reinstall the
necessary pump equipment (the "Work") at Pump No. 2 at the Downey
Underpass Stormwater Pumping Station; and
WHEREAS, Cox Industrial Services, Inc. ("Cox Industrial") is
qualified and capable of furnishing the labor, materials and expertise
necessary to perform the Work; and
WHEREAS, by a memorandum dated December 16, 2009., the
Director of Community Services & Water has recommended that the City
enter into a services agreement with Cox Industrial setting forth the
terms and conditions under which Cox Industrial will perform the Work
(the "Agreement"); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into the Agreement with Cox Industrial to remove,
repair and reinstall Pump No. 2 at the Downey Underpass Stormwater
Pumping Station.
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 does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with Cox Industrial, a copy of which is
attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute 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 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby directs
the City Clerk, or her designee, to send a fully executed Agreement to:
Cox Industrial Services, Inc.
Attention: Jim Cox
1320 E. Hill Street
Signal Hill, CA 90755
sZ
SECTION 6: 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 the City
Clerk's certification to be entered in the File of Resolutions of the
Council of this City.
APPROVED AND ADOPTED this 4th day of January, 2010.
TTEST:
Altx�l
MANUELA GIRON,'City Clerk
Name:
iilario Gonzales
Title: Mayor
-3-
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. 2010-03,
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,
January 4, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this day of January, 2010, at Vernon, California.
MANUELA GIRON, City Clerk
(SEAL)
MAN
EXHIBIT A
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 , in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a California charter
city and municipal corporation, ("City")
4305 Santa Fe Avenue
Vernon, California 90058
AND
COX INDUSTRIAL SERVICES, INC., a
California corporation, ("Contractor")
1320 East Hill Street
Signal Hill, California 90755
RECITALS
WHEREAS, the City has determined to retain the services of an
independent contractor to remove, repair and reinstall the necessary pump equipment
at Pump No. 2 (the "Work"), located at the Downey Underpass Stormwater Pumping
Station; and
WHEREAS, Contractor has prepared a proposal dated June 17, 2009 for
the Work (the "Proposal"), a copy of which is attached hereto as Exhibit A and
incorporated by this reference; and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Work that the City
requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the Contractor's cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
perform the Work on a contract basis as defined in the terms and conditions set forth
below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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SECTION 1. TERM OF CONTRACT
1.01. This Agreement shall become effective on (the "Effective Date"),
and shall continue in effect for a period of one (1) year or until terminated as
provided in this Agreement. City shall have the option to extend the Agreement
in one (1) year increments at its sole discretion by giving written notice to
Contractor thirty (30) days prior to expiration of this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. 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 Cox Industrial Services, Inc. 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. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
F. "Premises" shall mean the physical premises under City's control or
ownership to which Contractor and its agents and employees are given
access in the performance of this Agreement.
G. "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
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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
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.
H. "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.
I. "Work" shall mean the work performed by Contractor and required to be
performed from time to time by City under this Agreement.
SECTION 3. WORK TO BE PERFORMED BY
CONTRACTOR
Specific Work
3.01. Contractor agrees to repair one Fairbanks Morse Vertical Column Pump (S/N
3915226) for Vernon Underpass Pump No. 2 at the Downey Underpass
Stormwater Pumping Station in a timely manner. Contractor's Services shall
include, but will not be limited to, disassembly, inspection, repair of impeller,
bowl, bearing housing, bushings, shafting, packing, cleaning, reinstallation and
start-up, but will not include any motor repair work. The Contractor's Services are
more specifically detailed in the Proposal.
3.02. Contractor shall be responsible for traffic control on the Work site when
necessary and shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, City staff and Contractor's personnel.
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3.03. Contractor shall be responsible for the professional quality, technical accuracy,
and coordination of work performed under this Agreement and without additional
Compensation shall correct, revise or otherwise remedy any defect or deficiency
in Work, as determined solely by City, identified as complete by Contractor and
delivered to City.
Change in The Scope of Work
3.04. City may at any time, by a written change order executed by the City
Administrator or his designee, make changes in the Scope of Work by
increasing, reducing, or deviating from the requirements of the Scope of Work.
A written change order form is attached as Exhibit B and is incorporated herein
by this reference.
3.05. No change is authorized unless signed by the City Administrator or his designee.
Changes made by Contractor without written authorization shall be made at the
sole risk of Contractor, there being no recourse against City.
Timing of The Work
3.06. Contractor's Work shall commence upon the Effective Date and shall end after a
period of one (1) year, unless this Agreement is otherwise terminated according
to Section 6 of this Agreement or extended according to the conditions and terms
set forth in this Agreement.
3.07. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing the Work under this Agreement only after notification from
City.
Method of Performing The Work
3.08. Contractor shall determine and is responsible for the method, details, and means
of performing the above -described Services.
Status of Contractor
3.09. Contractor enters into this Agreement as, and shall remain throughout the term of
this Agreement, a wholly 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,
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and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Work and
methods by which the Work are accomplished, it being understood that City is
interested only in the results to be obtained by Contractor.
3.10. Contractor shall not, at any time or in any manner, represent that it or any of its
agents or employees are in any manner agents or employees of City. Contractor
has no authority to enter into contracts or agreements on behalf of City. This
Agreement does not create a partnership or joint venture between the parties.
Payment of Taxes
3.11. 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 Work 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.
3.12. 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 Work
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
SECTION 4. COMPENSATION
4.01. Inconsideration for the Work to be performed by Contractor, described in Section
3 of this Agreement, City agrees to pay Contractor on a labor, materials and
equipment basis, the cost for specified tasks and equipment (the
"Compensation") specified in the Proposal.
Entire Compensation
4.02. The Compensation is full and complete compensation, and constitutes the entire
compensation due Contractor for the Work and any and all of Contractor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Compensation
includes without limitation compensation for any and all applicable taxes,
customs duties, fees, overhead, profit, rentals, services, materials, equipment,
tools, labor, travel time to and from the Premises and all other direct and indirect
costs incurred or to be incurred by Contractor hereunder. The Compensation 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 Compensation shall only be
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adjusted by formal, written change order or amendment to this Agreement.
Payment of Compensation
4.03. For Work performed under Section 3 of this Agreement, City agrees to pay
Contractor the Compensation upon completion of Work and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City
requirements.
4.04. Contractor shall be entitled to receive monthly payments. Contractor shall submit
to City a monthly invoice and statement of Work, prepared in accordance with
City requirements, by the fifteenth (15th) of each month, for the prior calendar
month's completed Work. City will make payments to Contractor within thirty (30)
days of acceptance and approval of the invoice received from Contractor.
4.05 Close Out. Prior to final payment, Contractor will be required to complete a
close-out form certifying that all work has been completed and releasing City
(and any other party owning property with respect to which Contractor performed
services hereunder) from all further obligations and Liabilities.
4.06. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.07. 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
4.08. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.04 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 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
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standards & details for all Work performed.
5.02. Contractor is responsible for damage resulting from performing repair and clean-
up of the Work site.
Warranty
5.03. Contractor warrants to City, for one (1) year from the date of any repairs, that the
repairs shall be free from defects in material and workmanship. Contractor shall
be liable for the replacement and installation of any parts that fail through a
defect in material or workmanship at no charge to City during such warranty
period.
5.04. City shall notify Contractor of general locations requiring repair and a general
description of the field conditions at repair locations. City makes no guarantee of
the total quantity of Work to be provided. Notification of properties whose service
may be interrupted shall be the responsibility of City.
5.05. City shall not be responsible for the accuracy or completeness of information or
data shown on the City's water, sewer, or storm drain system base maps or any
other utility information. Contractor shall have full responsibility for reviewing and
checking all such information and data, for calling Underground Service Alert, for
locating all underground utilities, for coordinating the Work with owners of such
underground utilities during repairs, for the safety and protection thereof, and for
repairing any damage thereto resulting from the Work, the cost of which shall be
considered as having been included in the Compensation. Contractor shall take
all possible precautions for the protection of unforeseen utility lines, to provide for
uninterrupted service, and to provide such special protection as may be
necessary. All paved areas, including curb, gutter, and sidewalk, cut or damaged
during performance of the Work, shall be replaced with similar material of equal
thickness to match the existing adjacent undisturbed areas.
5.06. Contractor shall perform the Work under this Agreement on City's Premises
during regular business hours or as directed by City.
Insurance
5.07. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain in full force and
effect at its own expense, those minimum levels of insurance coverage as set
forth below. Prior to commencing Work, Contractor shall provide the City's Risk
Manager with proof of insurance providing and maintaining the coverages and
endorsements set forth below.
5.08. All policies required under this Agreement shall contain endorsements (1)
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providing that the policies cannot be canceled or materially reduced in coverage
without giving at least thirty (30) days prior written notice to City; (2) specifically
stating that the coverage contained in the policies affords insurance pursuant to
the terms and conditions as set forth in this Agreement; (3) providing for waiver
of subrogation; and (4) providing City all the rights and privileges of an additional
insured.
5.09. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance and policy endorsements required under this
Agreement, or, upon request, certified copies of the insurance policies
evidencing that the coverages and policy endorsements required under this
Agreement, are maintained in force.
5.10. Contractor shall 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 against any personal injury,
death, loss or damage resulting from the wrongful or negligent acts by
Contractors, 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,
covering any vehicle utilized by Contractor in performing the Work
required under this Agreement.
D. Excess Liability Insurance with limits of $2,000,000. Such evidence of
insurance can either be through the primary insurance coverages or
through an excess policy. Such insurance shall at all times be on an
occurrence form and provide policy conditions as broad as those required
in the primary insurance.
5.11. The policy or policies required by this Agreement shall be issued by an insurer
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admitted in the State of California and with a rating of at least a B+; VII in the
latest edition of Best's Insurance Guide.
5.12. Contractor shall require each of its subcontractor(s), if any, to maintain insurance
coverage that meets all of the requirements of this Agreement. 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 Work performed under this Agreement, 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.
5.13 Contractor agrees that if it does not keep the aforesaid insurance in full force and
effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost. City may take out the necessary insurance and
pay, at Contractor's expense, the premium thereon.
5.14 Any deductibles or self -insured retentions must be declared to approved by City.
At the option of City, Contractor shall either reduce or eliminate the deductibles
or self -insured retentions with respect to City or procure a bond guaranteeing
payment of losses and expenses.
Indemnification
5.15. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents, employees, and
volunteers from any and all claims, suits, actions, demands, damages, liabilities,
expenses, judgments, settlements, penalties, losses, fines, and all costs and
expenses incurred in connection therewith, including, but not limited to,
reasonable attorney's fees and all costs of defense, arising out of, resulting from,
connected with or attributable to the intentional, reckless, negligent, or otherwise
wrongful acts, errors, or omissions of Contractor or its employees or agents in
the performance of this Agreement. The terms of this indemnity shall survive the
termination of this Agreement and shall be given the broadest possible
interpretation. 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.
Indemnity Process
5.16. 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
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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.
Representations
5.17 Contractor represents that it has read and understands the Agreement.
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.
5.18 Contractor represents that it employs or has available for employment in
sufficient numbers, at its own expense, all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement and at all times shall be responsible for
the Work of such personnel.
5.19. Contractor represents that it is experienced in performing, and 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 Work required under this Agreement constitutes a material breach
of the Agreement. Contractor has complete and sole discretion for the manner in
which the Work under this Agreement will be performed.
5.20. Contractor declares and states that is has complied with and shall continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Work to be performed under this
Agreement.
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No Assignment or Subcontracting
5.21. This Agreement may not be assigned in whole or in part'by Contractor, nor may
Contractor delegate or subcontract its duties 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 and have no effect. Consent by City shall
not relieve Contractor of responsibility for performance of Contractor's obligations
hereunder. Contractor shall be fully responsible to City for the performance of
any and all subcontractors. City may assign all or any part of this Agreement at
any time effective immediately upon written notification to Contractor.
Designated Representative
5.22. At all times while Work is being performed on the Premises each Party shall be
represented by a designated representative, who shall serve as principal liaison
between the Parties. Contractor's designated representative shall be available
by telephone or in person to City's designated representative during all hours that
Work is performed on the Premises by Contractor. Each Party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
5.23. 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, may be
made available to Contractor's employees in emergency cases which are the
direct result of accidents occurring on the Premises.
Records, Inspection and Audit
5.24. 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.
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Corporate Conduct
5.25. 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.
Treatment of Confidential Information
5.26. For ten (10) years after the effective date of this Agreement, Contractor shall (1)
refrain from using any Confidential Information except in connection with the
Work; (2) refrain from disclosing Confidential Information to any third party other
than to employees of Contractor who require it in performance of the Work and
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 Confidential Information substantially the same as those
contained in this Agreement.
5.27. Contractor shall take reasonable precautions to safeguard any documents
containing Confidential Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.28. 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.
5.29. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
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materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.30. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of the Work pursuant to this Agreement are
confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
5.31. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.32. Contractor shall comply with all Applicable Laws, including, but not limited to, 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. "Applicable Laws" shall mean any and all laws,
regulations, rules, orders, directives, judgments, decrees, permits, approvals or
other applicable requirements of any governmental entity or agency having
jurisdiction that are applicable to any aspect of this Agreement that are in force
on the Effective Date and as they may be enacted, issued or amended during the
term of this Agreement.
5.33. 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.
Progress Reports
5.34. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Work being performed by
Contractor under this Agreement.
Contractor's License Classification
5.35. Contractor shall possess a valid Class A General Engineering Contractor's
license for the duration of this Agreement.
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SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section or unless otherwise
extended according to the terms and conditions set forth in this Agreement, this
Agreement will continue in effect for a period of one (1) year after the Effective
Date of 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 the Work 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
Compensation.
Termination on Occurrence of Stated Events
6.04. This Agreement shall 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 immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination shall take effect immediately upon the date specified in
Page 14 of 22
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 Work 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.
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 whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise
any right it may have hereunder operate as a waiver of any breach or default of
such a right. The failure of either party to this Agreement to exercise any of its
rights under this Agreement does not constitute a breach thereof and shall not be
deemed to be a waiver of such rights or a waiver of any subsequent breach. No
waiver, benefit, privilege, or service voluntarily given or performed by a party
shall give the other party any contractual rights by custom, estoppel, or
otherwise.
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.
Contractor - Cox Industrial
Services, Inc.
Attn: Jim Cox
1320 E. Hill Street.
Signal Hill, CA 90755
Fax: 562-490-2620
Telephone: 562-490-2606
City - City of Vernon, California
Attn: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Fax:
Telephone
Page 15 of 22
323-826-1408
323-583-8811 ext 561
Entire Agreement of the Parties
7.02. This Agreement supersedes any and all agreements, either oral or written,
between the parties with respect to the performance of the Work 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
performance of the Work. 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.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
continue in full force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or 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
Page 16 of 22
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 domestic 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 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.
Force Majeure
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
Page 17 of 22
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.
Modification
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney. Contractor expressly
waives all claims for compensation based upon quantum meruit, implied contract
or oral contract.
Headings and Captions
7.09. The headings and 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.
Reservation of Rights
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
Authority to Execute this Agreement
7.11. The person or persons executing this Agreement on behalf of Contractor
warrants and represents that he or she has the authority to execute this
Agreement on behalf of Contractor and has the authority to bind Contractor to the
performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
Executed at
City:
City of Vernon
Name: Hilario Gonzales, Mayor
, California, on
Page 18 of 22
Date:
ATTEST:
APPROVED AS TO FORM:
Manuela Giron, City Clerk Laurence S. Wiener, City Attorney
Contractor:
Cox Industrial Services, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
Page 19 of 22
EXHIBIT A
PROPOSAL
Page 20 of 22
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EXHIBIT B
FORM CHANGE ORDER
Page 21 of 22
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO.
PROJECT:
TO:
REQUESTED BY: City of Vernon
SHEET OF SHEETS
P.O. NO.
CONTRACTOR
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_
Contract Amount (Base Bid)
$
....... ..
. ... ... ... .... ..... ... ... ... ..
Amount of This Change Order
$
........... .. ... ... .... ... ........ ...
Amount of Previous Change Orders
.. .. ..
.. ... ... .... ........ ......... ...
$
Total Change Orders
$
Modified Contract Amount
$
.
.................. ............. .. .......
By reason of this change order the time of
completion will be adjusted as follows:
Approved: Date:
Director of Community Services & Water
Attest: Date:
Manuela Giron, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved,
that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the
work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
Rev. U6/08
'M►t
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 13, 2010
Cox Industrial Services, Inc..
Attn: Jim Cox
1320 E. Hill Street
Signal Hill, CA 90755
RE: Services Agreement — Downey Underpass Stormwater Pumping Station
The insurance requirements have been met. Transmitted herewith is a fully executed agreement
as referenced above, approved by City Council on January 4, 2010, through Resolution No.
2010-03.
If you have any questions regarding this matter, please call Mr. Kevin Wilson at 323/583-8811
ext. 245.
Thank you.
Sincerely,
Nelly iron
City Clerk
Enclosures
NG:dj
c: S. Kevin Wilson
Purchasing Department
Resolution No. 2010-03
Agreement File No. 10-004
Eaccfusivefy Industriaf
SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in
duplicate originals, either copy of h may be c nsidered and used as the original
hereof for all purposes, as of this "day of a /00 , in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a California charter
city and municipal corporation, ("City")
4305 Santa Fe Avenue
Vernon, California 90058
AND
COX INDUSTRIAL SERVICES, INC., a
California corporation, ("Contractor")
1320 East Hill Street
Signal Hill, California 90755
RECITALS
WHEREAS, the City has determined to retain the services of an
independent contractor to remove, repair and reinstall the necessary pump equipment
at Pump No. 2 (the "Work"), located at the Downey Underpass Stormwater Pumping
Station; and
WHEREAS, Contractor has prepared a proposal dated June 17, 2009 for
the Work (the "Proposal"), a copy of which is attached hereto as Exhibit A and
incorporated by this reference; and
WHEREAS, Contractor represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Work that the City
requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, the Contractor's cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to
perform the Work on a contract basis as defined in the terms and conditions set forth
below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Page 1 of 22
SECTION 1. TERM OF CONTRACT
1.01. This Agreement shall become effective on (the "Effective Date"),
and shall continue in effect for a period of one (1) year or until terminated as
provided in this Agreement. City shall have the option to extend the Agreement
in one (1) year increments at its sole discretion by giving written notice to
Contractor thirty (30) days prior to expiration of this Agreement.
SECTION 2. DEFINITION OF TERMS
2.01. 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 Cox Industrial Services, Inc. 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. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
F. "Premises" shall mean the physical premises under City's control or
ownership to which Contractor and its agents and employees are given
access in the performance of this Agreement.
G. "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
Page 2 of 22
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
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.
H. "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.
I. "Work" shall mean the work performed by Contractor and required to be
performed from time to time by City under this Agreement.
SECTION 3. WORK TO BE PERFORMED BY
CONTRACTOR
Specific Work
3.01. Contractor agrees to repair one Fairbanks Morse Vertical Column Pump (S/N
3915226) for Vernon Underpass Pump No. 2 at the Downey Underpass
Stormwater Pumping Station in a timely manner. Contractor's Services shall
include, but will not be limited to, disassembly, inspection, repair of impeller,
bowl, bearing housing, bushings, shafting, packing, cleaning, reinstallation and
start-up, but will not include any motor repair work. The Contractor's Services are
more specifically detailed in the Proposal.
3.02. Contractor shall be responsible for traffic control on the Work site when
necessary and shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, City staff and Contractor's personnel.
Page 3 of 22
3.03. Contractor shall be responsible for the professional quality, technical accuracy,
and coordination of work performed under this Agreement and without additional
Compensation shall correct, revise or otherwise remedy any defect or deficiency
in Work, as determined solely by City, identified as complete by Contractor and
delivered to City.
Change in The Scope of Work
3.04. City may at any time, by a written change order executed by the City
Administrator or his designee, make changes in the Scope of Work by
increasing, reducing, or deviating from the requirements of the Scope of Work.
A written change order form is attached as Exhibit B and is incorporated herein
by this reference.
3.05. No change is authorized unless signed by the City Administrator or his designee.
Changes made by Contractor without written authorization shall be made at the
sole risk of Contractor, there being no recourse against City.
Timing of The Work
3.06. Contractor's Work shall commence upon the Effective Date and shall end after a
period of one (1) year, unless this Agreement is otherwise terminated according
to Section 6 of this Agreement or extended according to the conditions and terms
set forth in this Agreement.
3.07. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing the Work under this Agreement only after notification from
City.
Method of Performing The Work
3.08. Contractor shall determine and is responsible for the method, details, and means
of performing the above -described Services.
Status of Contractor
3.09. Contractor enters into this Agreement as, and shall remain throughout the term of
this Agreement, a wholly 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,
Page 4 of 22
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Work and
methods by which the Work are accomplished, it being understood that City is
interested only in the results to be obtained by Contractor.
3.10. Contractor shall not, at any time or in any manner, represent that it or any of its
agents or employees are in any manner agents or employees of City. Contractor
has no authority to enter into contracts or agreements on behalf of City. This
Agreement does not create a partnership or joint venture between the parties.
Payment of Taxes
3.11. 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 Work 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.
3.12. 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 Work
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
SECTION 4. COMPENSATION
4.01. In consideration for the Work to be performed by Contractor, described in Section
3 of this Agreement, City agrees to pay Contractor on a labor, materials and
equipment basis, the cost for specified tasks and equipment (the
"Compensation") specified in the Proposal.
Entire Compensation
4.02. The Compensation is full and complete compensation, and constitutes the entire
compensation due Contractor for the Work and any and all of Contractor's
obligations hereunder, regardless of difficulty, unforeseen circumstances, hours
worked or equipment, materials or personnel required. The Compensation
includes without limitation compensation for any and all applicable taxes,
customs duties, fees, overhead, profit, rentals, services, materials, equipment,
tools, labor, travel time to and from the Premises and all other direct and indirect
costs incurred or to be incurred by Contractor hereunder. The Compensation 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 Compensation shall only be
Page 5 of 22
adjusted by formal, written change order or amendment to this Agreement.
Payment of Compensation
4.03. For Work performed under Section 3 of this Agreement, City agrees to pay
Contractor the Compensation upon completion of Work and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City
requirements.
4.04. Contractor shall be entitled to receive monthly payments. Contractor shall submit
to City a monthly invoice and statement of Work, prepared in accordance with
City requirements, by the fifteenth (15t") of each month, for the prior calendar
month's completed Work. City will make payments to Contractor within thirty (30)
days of acceptance and approval of the invoice received from Contractor.
4.05 Close Out. Prior to final payment, Contractor will be required to complete a
close-out form certifying that all work has been completed and releasing City
(and any other party owning property with respect to which Contractor performed
services hereunder) from all further obligations and liabilities.
4.06. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
4.07. 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
4.08. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 3.04 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 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
Page 6 of 22
standards & details for all Work performed.
5.02. Contractor is responsible for damage resulting from performing repair and clean-
up of the Work site.
Warranty
5.03. Contractor warrants to City, for one (1) year from the date of any repairs, that the
repairs shall be free from defects in material and workmanship. Contractor shall
be liable for the replacement and installation of any parts that fail through a
defect in material or workmanship at no charge to City during such warranty
period.
5.04. City shall notify Contractor of general locations requiring repair and a general
description of the field conditions at repair locations. City makes no guarantee of
the total quantity of Work to be provided. Notification of properties whose service
may be interrupted shall be the responsibility of City.
5.05. City shall not be responsible for the accuracy or completeness of information or
data shown on the City's water, sewer, or storm drain system base maps or any
other utility information. Contractor shall have full responsibility for reviewing and
checking all such information and data, for calling Underground Service Alert, for
locating all underground utilities, for coordinating the Work with owners of such
underground utilities during repairs, for the safety and protection thereof, and for
repairing any damage thereto resulting from the Work, the cost of which shall be
considered as having been included in the Compensation. Contractor shall take
all possible precautions for the protection of unforeseen utility lines, to provide for
uninterrupted service, and to provide such special protection as may be
necessary. All paved areas, including curb, gutter, and sidewalk, cut or damaged
during performance of the Work, shall be replaced with similar material of equal
thickness to match the existing adjacent undisturbed areas.
5.06. Contractor shall perform the Work under this Agreement on City's Premises
during regular business hours or as directed by City.
Insurance
5.07. Contractor and its subcontractor(s), if any, shall, prior to commencement of any
Work and for the duration of this Agreement, obtain and maintain in full force and
effect at its own expense, those minimum levels of insurance coverage as set
forth below. Prior to commencing Work, Contractor shall provide the City's Risk
Manager with proof of insurance providing and maintaining the coverages and
endorsements set forth below.
5.08. All policies required under this Agreement shall contain endorsements (1)
Page 7 of 22
providing that the policies cannot be canceled or materially reduced in coverage
without giving at least thirty (30) days prior written notice to City; (2) specifically
stating that the coverage contained in the policies affords insurance pursuant to
the terms and conditions as set forth in this Agreement; (3) providing for waiver
of subrogation; and (4) providing City all the rights and privileges of an additional
insured.
5.09. Contractor shall cause its insurers to issue, including but not limited to,
Certificates of Insurance and policy endorsements required under this
Agreement, or, upon request, certified copies of the insurance policies
evidencing that the coverages and policy endorsements required under this
Agreement, are maintained in force.
5.10. Contractor shall 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 against any personal injury,
death, loss or damage resulting from the wrongful or negligent acts by
Contractors, 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,
covering any vehicle utilized by Contractor in performing the Work
required under this Agreement.
D. Excess Liability Insurance with limits of $2,000,000. Such evidence of
insurance can either be through the primary insurance coverages or
through an excess policy. Such insurance shall at all times be on an
occurrence form and provide policy conditions as broad as those required
in the primary insurance.
5.11. The policy or policies required by this Agreement shall be issued by an insurer
Page 8 of 22
admitted in the State of California and with a rating of at least a B+; VII in the
latest edition of Best's Insurance Guide.
5.12. Contractor shall require each of its subcontractor(s), if any, to maintain insurance
coverage that meets all of the requirements of this Agreement. 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 Work performed under this Agreement, 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.
5.13 Contractor agrees that if it does not keep the aforesaid insurance in full force and
effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost. City may take out the necessary insurance and
pay, at Contractor's expense, the premium thereon.
5.14 Any deductibles or self -insured retentions must be declared to approved by City.
At the option of City, Contractor shall either reduce or eliminate the deductibles
or self -insured retentions with respect to City or procure a bond guaranteeing
payment of losses and expenses.
Indemnification
5.15. To the fullest extent permitted by law, Contractor shall defend, indemnify and
hold harmless City and its elected officials, officers, agents, employees, and
volunteers from any and all claims, suits, actions, demands, damages, liabilities,
expenses, judgments, settlements, penalties, losses, fines, and all costs and
expenses incurred in connection therewith, including, but not limited to,
reasonable attorney's fees and all costs of defense, arising out of, resulting from,
connected with or attributable to the intentional, reckless, negligent, or otherwise
wrongful acts, errors, or omissions of Contractor or its employees or agents in
the performance of this Agreement. The terms of this indemnity shall survive the
termination of this Agreement and shall be given the broadest possible
interpretation. 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.
Indemnity Process
5.16. 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
Page 9 of 22
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.
Representations
5.17 Contractor represents that it has read and understands the Agreement.
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.
5.18 Contractor represents that it employs or has available for employment in
sufficient numbers, at its own expense, all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by this Agreement and at all times shall be responsible for
the Work of such personnel.
5.19. Contractor represents that it is experienced in performing, and 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 Work required under this Agreement constitutes a material breach
of the Agreement. Contractor has complete and sole discretion for the manner in
which the Work under this Agreement will be performed.
5.20. Contractor declares and states that is has complied with and shall continue to
comply with all federal, state and local laws regarding business permits and
licenses that may be required to carry out the Work to be performed under this
Agreement.
Page 10 of 22
No Assignment or Subcontracting
5.21. This Agreement may not be assigned in whole or in part'by Contractor, nor may
Contractor delegate or subcontract its duties 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 and have no effect. Consent by City shall
not relieve Contractor of responsibility for performance of Contractor's obligations
hereunder. Contractor shall be fully responsible to City for the performance of
any and all subcontractors. City may assign all or any part of this Agreement at
any time effective immediately upon written notification to Contractor.
Designated Representative
5.22. At all times while Work is being performed on the Premises each Party shall be
represented by a designated representative, who shall serve as principal liaison
between the Parties. Contractor's designated representative shall be available
by telephone or in person to City's designated representative during all hours that
Work is performed on the Premises by Contractor. Each Party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
5.23. 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, may be
made available to Contractor's employees in emergency cases which are the
direct result of accidents occurring on the Premises.
Records, Inspection and Audit
5.24. 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.
Page 11 of 22
Corporate Conduct
5.25. 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.
Treatment of Confidential Information
5.26. For ten (10) years after the effective date of this Agreement, Contractor shall (1)
refrain from using any Confidential Information except in connection with the
Work; (2) refrain from disclosing Confidential Information to any third party other
than to employees of Contractor who require it in performance of the Work and
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 Confidential Information substantially the same as those
contained in this Agreement.
5.27. Contractor shall take reasonable precautions to safeguard any documents
containing Confidential Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
5.28. 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.
5.29. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
Page 12 of 22
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
5.30. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of the Work pursuant to this Agreement are
confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
5.31. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Contractor.
Compliance with Authority
5.32. Contractor shall comply with all Applicable Laws, including, but not limited to, 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. "Applicable Laws" shall mean any and all laws,
regulations, rules, orders, directives, judgments, decrees, permits, approvals or
other applicable requirements of any governmental entity or agency having
jurisdiction that are applicable to any aspect of this Agreement that are in force
on the Effective Date and as they may be enacted, issued or amended during the
term of this Agreement.
5.33. 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.
Progress Reports
5.34. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Work being performed by
Contractor under this Agreement.
Contractor's License Classification
5.35. Contractor shall possess a valid Class A General Engineering Contractor's
license for the duration of this Agreement.
Page 13 of 22
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section or unless otherwise
extended according to the terms and conditions set forth in this Agreement, this
Agreement will continue in effect for a period of one (1) year after the Effective
Date of 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 the Work 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
Compensation.
Termination on Occurrence of Stated Events
6.04. This Agreement shall 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 immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination shall take effect immediately upon the date specified in
Page 14 of 22
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 Work 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.
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 whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise
any right it may have hereunder operate as a waiver of any breach or default of
such a right. The failure of either party to this Agreement to exercise any of its
rights under this Agreement does not constitute a breach thereof and shall not be
deemed to be a waiver of such rights or a waiver of any subsequent breach. No
waiver, benefit, privilege, or service voluntarily given or performed by a party
shall give the other party any contractual rights by custom, estoppel, or
otherwise.
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.
Contractor - Cox Industrial
Services, Inc.
Attn: Jim Cox
1320 E. Hill Street.
Signal Hill, CA 90755
City - City of Vernon, California
Attn: City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 562-490-2620 Fax: 323-826-1408
Telephone: 562-490-2606 Telephone: 323-583-8811 ext 561
Page 15 of 22
Entire Agreement of the Parties
7.02. This Agreement supersedes any and all agreements, either oral or written,
between the parties with respect to the performance of the Work 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
performance of the Work. 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.
7.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by an arbitrator or court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
continue in full force and effect without being impaired or invalidated in any way.
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or 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
Page 16 of 22
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 domestic 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 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.
Force Majeure
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
Page 17 of 22
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.
Modification
7.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney. Contractor expressly
waives all claims for compensation based upon quantum meruit, implied contract
or oral contract.
Headings and Captions
7.09. The headings and 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.
Reservation of Rights
7.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
Authority to Execute this Agreement
7.11. The person or persons executing this Agreement on behalf of Contractor
warrants and represents that he or she has the authority to execute this
Agreement on behalf of Contractor and has the authority to bind Contractor to the
performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
Executed at llorr 1 California on I r
City:
City of Vernon
_N�ti2�s iiLi1
Name: Hilario Gonzales, Mayor
Page 18 of 22
Date: � l /�0
ATTEST:
Manuela Giron, Ci Clerk
Contractor:
Cox Industrial Services, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
Page 19 of 22
APPROVED S TFR
,-
Laurence S. Wiener, City Attorney
Date:
ATTEST:
Manuela Giron, City Clerk
Contractor:
Cox Industrial Services, Inc.
Name:
Title:
Date: i A 4 I %01 b
t ej - "
Name: �tCe)Lcs fnt-
Title: 0�
Date: 04 1610
Page 19 of 22
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
EXHIBIT A
EXHIBIT A
PROPOSAL
Page 20 of 22
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FORM CHANGE ORDER
Page 21 of 22
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS
PROJECT: P.O. NO.
TO: 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.
Contract Amount (Base Bid)
... .. ........ ...
.... ..... ..... ..... ... ... ..
$
Amount of This Change Order
.. ...... ..... .. .
$
Amount of Previous Change Orders
... ...
$
Total Change Orders
.. ... .... ..
$
Modified Contract Amount
...... ... ....... ... ....... .... ...........
$
By reason of this change order the time of
completion will be adjusted as follows:
Approved: Date:
Director of Community Services & Water
Attest: Date:
Manuela Giron, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved,
that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the
work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
c: rroject rue/t-ontractorirurcnasmg Rev. 06/08
Page 1 of 1
Juarez, Debbie
From:
Barcia, Ana
Sent:
Wednesday, January 13, 2010 8:39 AM
To:
Giron, Nelly
Cc:
Juarez, Debbie
Subject: Insurance Approval- Cox Industrial
Attachments: Cox Industrial Services, Inc..pdf
Good Morning All,
Please be advised that the above referenced has provided acceptable insurance coverage for Resolution No.
2010-03, Service Agreement.
Thank you,
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarci_a.@ ci._v_ernon. ca.us
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to
it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for
delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the
information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in
error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving
in any manner.
1/13/2010
A-6
DATE: December 16, 2009
ti
TO: Honorable Mayor and City Council -z, \to,\
FROM: Samuel Kevin Wilson, Director of Community Services & Water
RE: Downey Underpass — Remove, Repair, & Reinstall Pump No. 2
The Community Services Department (Department) is requesting to have Pump No. 2 at the
Downey Underpass removed, repaired and reinstalled. The existing pump has been in service for several
years and it is probable that the impeller, bowls, bearings and related components are worn and in need of
repair or replacement. The existing pump is a 15-horse power column style storm drain pump. It pumps in
conjunction with Pump No. 1 to keep the underpass free of accumulated water during rainfall events.
Pump No. 1 has been taken out -of -service due to a failure in the casing and excessive wear to the bearings
and impeller. The likelihood of Pump No. 2 experiencing the same casing failure and wear to the bearings
and impeller as Pump No. 1 is high with the same mechanical design and time in service. In addition, the
packing gland on Pump No. 2 is leaking excessively and is in need of repair. It is in the City's best
interest to repair Pump No. 2 rather than wait until it has to be repaired on an emergency basis.
It is important that any repairs performed on these pumps be facilitated during the dry months to
insure they are functioning in an efficient and effective manner during high rainfall episodes. Cox
Industrial Services, Inc. provided the Department with a quote to remove, repair, and reinstall Pump No.
2 in the amount of $23,729.80. Funds to repair Pump No. 2 are available in account No. 011.1043.850000
The Department called two additional vendors in order to obtain quotes for the repair of Pump No. 2.
General Pump provided a quote of $32,000.00 while the other vendor, Layne Christensen, failed to
respond.
It is my recommendation that the enclosed Services Agreement (Agreement) with Cox Industrial
Services, Inc. to remove Pump No. 2; replace the bushings, bearings, shafting, packing and reinstall the
subject pump at the Downey Underpass be approved by City Council at the next meeting. The City
Attorney's office has approved the Agreement as to form.
SKW/sr
Enclosures
RF� C El dI.A1
DEC 2 1 2009
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Katrina C. Gonzales, Assistant City Attorney
CC: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney
Kevin Wilson, Director of Community Services and Water
DATE: December 11, 2009
SUBJECT: Services Agreement with Cox Industrial Services, Inc. - Approved as to Form
The City Attorney's office has reviewed the services agreement between the City and Cox
Industrial Services, Inc. and has approved it as to form.
12720-0001\1193088vl.doc
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
A-6
TO: Donal O'Callaghan, City Administrator C—*—
``
JJ -
FROM: Samuel Kevin WilsonhDirector of Community Services and Water
DATE: December 15, 2009
SUBJECT: Downey Underpass — Remove, Repair & Reinstall Pump No. 2
The Community Services Department (Department) is seeking permission to have Pump No. 2 at the
Downey Underpass removed, repaired, and reinstalled by Cox Industrial Services, Inc. (Cox). The Department
is in the process of having Pump No. 1, at the same location, replaced by General Pump Company (General
Pump) under the attached Services Agreement (Agreement) due to a failure in the casing along with excessive
wear to the bearings and impeller. To avoid a similar failure, the Department determined it was in the best
interest of the City to remove, repair, and reinstall Pump No. 2 due to its extensive service life and likelihood
that it will fail in the near future. In addition, the packing gland on Pump No. 2 is leaking excessively and in
need of repair. The Department sought bids to replace the pump system in its entirety. Cox provided a quote of
$83,068.00 for a new replacement pump; including installation. Obviously this is not a cost effective approach
and the Section is therefore recommending that we repair the existing pump.
Pump's No. 1 & 2 at the Downey Underpass are column style storm drain pumps. In essence, they keep
the underpass free of accumulated water during rainfall events. It is important that these pumps are repaired in
the dry months to insure they are in working order for the impending high rainfall months. Funds to repair Pump
No. 2 are available in account No. 011.1043.850000. Cox has provided the Department with a quote of
$23,729.80 to facilitate the refurbishment work. The Department called two additional vendors to get quotes for
the repair of Pump No. 2. General Pump provided a quote of $32,000.00 while the other vendor, Layne
Christensen, failed to respond.
It is my recommendation that the enclosed Services Agreement with Cox Industrial Services, Inc. to
remove Pump No. 2; replace the bushings, bearings, shafting, packing and reinstall the subject pump at the
Downey Underpass be approved by City Council. The City Attorney's office has approved the Agreement as to
form. Additionally, a Staff report is attached recommending that City Council approve the above -mentioned
Agreement at the next meeting. Thank you.
SKW/sr
Enclosures
RC1H IV 17,D
DEC 2 12009
F:\scott\Scott\My Documents\Wells\Dow ey Undews\Doxmey Underpass Pump No.2 Appwval Reque Ldoc