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Resolution No. 2010-038RESOLUTION NO. 2010-38 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH JM CREW, INC., D.B.A. RHINO CONSTRUCTION SERVICES AND ALLOCATING RELATED FUNDS TO THE CAPITAL BUDGET WHEREAS, the City of Vernon ("City") is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City desires to obtain the services of a qualified contractor to provide the labor, material and equipment necessary to install and repair phone service for gas meter locations and provide inside wireman electricians on an as -needed basis; and WHEREAS, the Director of Light & Power has determined that JM Crew, Inc., d.b.a. Rhino Construction Services ("Rhino Construction") is qualified and capable of providing electrical maintenance services; and WHEREAS, by memo dated February 24, 2010, the Director of Light & Power recommends the City enter into an agreement setting forth the terms and conditions under which Rhino Construction will provide electrical maintenance service; 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 an agreement with Rhino Construction to provide the specialized equipment required for electrical maintenance services. 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 between the City of Vernon and Rhino Construction for electrical maintenance services ("Agreement"), 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 hereby approves and authorizes the allocation of funds to the capital budget to provide for the expenditures made under the Agreement. SECTION 5: 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 6: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to Rhino Construction. 2 SECTION 7: 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 Clerks certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 8th day of March, 2010. ATT ST: Wil and Yam g h C'ty Clerk Hilaiio Gonzaies Name: Title: Mayor / - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-38, 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, March 8, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this C/ day of March, 2010, at Vernon, California. W llar Y ma ucvi, City Clerk (SEAL) 4 EXHIBIT A AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC. FOR ELECTRICAL MAINTENANCE SERVICES Name of Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE JM Crew, Inc. dba Rhino Construction Services Jennifer Megorden JM Crew, Inc. 2672 Kempton Drive Los Alamitos, California 90720 Attention: James Megorden Phone: (562) 594-7466 Facsimile: (562) 594-7460 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Dan Christensen, Department of Light & Power Telephone: (323) 583-8811 ext 813 Facsimile: (323) 585-3143 March 1, 2010 March 1, 2011, unless extended pursuant to Section 2 As described in Exhibit B 12720-0007\1205890v2.doc AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC. FOR ELECTRICAL MAINTENANCE SERVICES THIS AGREEMENT is made as of , 2010 (the "Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and JM Crew, Inc. dba Rhino Construction Services, a California corporation ("Contractor"). RECITALS A. City desires to obtain the services of a Contractor to perform work as described in Exhibit A ("Project"). B. Contractor represents that it is licensed, qualified and able to perform the services. NOW, THEREFORE, the parties agree as follows: Section 1. Contractor's Services. Contractor shall perform and complete in good and workmanlike manner the Scope of Work described in Exhibit A in a manner satisfactory to City. 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 identified as complete by Contractor and delivered to City. Section 2. Time of Performance. (a) Contractor shall commence its services under this Agreement upon the Commencement Date set forth on the Cover Page or upon receipt of a written notice to proceed from City, whichever is sooner. Contractor shall perform the services on or by the Termination Date set forth on the Cover Page. The period of time between the date services are to commence, and the Termination Date, is the Time of Performance. City may extend this Agreement on a year-to-year basis at its discretion. (b) In the event that City extends this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to extend. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the extension by giving thirty (30) days written notice. Section 3. Compensation. (a) Compensation. City agrees to compensate Contractor for the services and/or goods provided under this Agreement, and Contractor agrees to accept in full satisfaction for such services, a sum to be determined on a time and materials basis as more particularly described in Exhibit B. (b) Expenses. Contractor shall be reimbursed only for those expenses described in Exhibit B. There shall be no claims for additional compensation for reimbursable expenses. 2 12720-0007\1205890v2.doc (c) Additional Services. City may from time to time require Contractor to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by City in writing and agreed upon by both parties in writing. Section 4. Method of Payment. City shall pay Contractor said Consideration in accordance with the method and schedule of payment set forth in Exhibit B. (a) If City fails to make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request from Contractor, City shall pay interest to Contractor equivalent to the legal rate set forth in subdivision (a) of Section 685.010 of the Code of Civil Procedure. For purposes of this section, a "progress payment" includes all payments due Contractor, except that portion of the final payment designated by this Agreement as retention earnings. (b) Upon receipt of a payment request, City shall review it as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request. (c) Any payment request determined not to be a proper payment request suitable for payment shall be returned to Contractor as soon as practicable, but not later than seven days, after receipt. A request returned pursuant to this subsection shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper. (d) The number of days available to a City to make a payment without incurring interest pursuant to this section shall be reduced by the number of days by which City exceeds the seven-day return requirement set forth in subsection (c) of this section. Section 5. 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. Section 6. Independent Contractor. Contractor is and shall at all times remain, as to City, a wholly independent Contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as herein set forth. 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. Section 7, Assignment. This Agreement shall not be assigned in whole or in part by Contractor without the prior written approval of City. Any attempt by Contractor to so assign or subcontract this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. In the event City grants written approval to Contractor to subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code. Section 8. Responsible Principal(s). (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. 3 12720-0007\1205890v2.doc (b) City's Responsible Principal shall be the City Administrator or his designee set forth on the Cover Page who shall administer the terms of the Agreement on behalf of City. Section 9. Personnel. Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's services under this Agreement. All personnel engaged in the work shall be qualified to perform such work Section 10. Changes to the Scope of Work. (a) City may at any time by a written order, and without notice to third parties, make changes within the general Scope of Work. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Agreement, whether changed or not changed by any such order, an equitable adjustment shall be made in price or delivery, or both, and this Agreement shall be modified in writing accordingly. Nothing in this subsection shall excuse Contractor from proceeding with the work as changed. (b) No change is authorized unless signed by City's Responsible Principal. Changes made by Contractor without written authorization shall be made at the sole risk of Contractor, there being no recourse against City. Section 11. Technical Materials. City reserves all rights to designs, drawings, blueprints, tools, dies, patterns, plates or other technical materials furnished or paid for by City, and Contractor shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Contractor shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Contractor shall keep confidential and not disclose to others all other matters which have been made available by City in confidence or which reasonably can be regarded as sensitive or confidential in nature, Section 12. Records, Inspection And Audit. During the course of work being performed pursuant to this Agreement, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after Termination Date, 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. Section 13. Interests of Contractor. Contractor affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. Section 14. Insurance. 4 12720-0007\1205890v2.doc (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers' compensation insurance as required by law. (d) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (e) The policy or policies required by this Agreement shall be issued by an insurer 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. (f) 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. (g) At all times during the term of this Agreement, Contractor and all sub- contractors shall maintain on file with the Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts. Contractor and all sub- contractors shall, prior to commencement of work under this Agreement, file with the Risk Manager such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as an additional insured. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (h) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, or agents shall be in excess of Contractor's insurance and shall not contribute to it. The policies of insurance required by this Agreement shall include provisions for waiver of 'subrogation against City. (i) Any deductibles or self -insured retentions must be declared to and 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 Contractor shall procure a bond guaranteeing payment of losses and expenses. 5 12720-0007\1205890v2.doc Section 15. Indemnification. To the fullest extent permitted by law, Contractor agrees to 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 without limitation, interest, 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 PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION, AND SHALL SURVIVE THE EXPIRATION OR EARLIER. TERMINATION OF THIS AGREEMENT. The obligations in this Section 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. Section 16. Termination. (a) City shall have the right to terminate this Agreement for any reason or for no reason upon five (5) days written notice to Contractor. Contractor agrees to cease all work under this Agreement on or before the effective date of such notice. This right of termination shall be in addition to any remedies provided by applicable law for any breach or default under this Agreement, including the right to terminate this Agreement in the event of a breach or default and the right to recover any damages resulting from such breach or default. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. Section 17. Notice. Any notice, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth on the Cover Page, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section. Section 18. Certification. In accordance with the provisions of Section 3700 of the Labor Code, Contractor shall secure the payment of compensation to Contractor's employees. By executing this Agreement, Contractor certifies the following: Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. Section 19. Standard Specifications. The work done pursuant to this Agreement shall be done in accordance with the provisions of the most current edition of "Standard Specifications for Public Works Construction" (commonly known as "the Green Book") including 6 12720-0007\1205890v2.doc Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." The provisions of these Standard Specifications shall apply to the work performed under this Agreement, unless different standards are specified in Exhibit A or agreed to in writing by the City. Section 20, Compliance with Laws. Contractor shall keep itself informed of and comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health , Act and all those Applicable Laws 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. For purposes of this section, "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. Section 21. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. Section 22. Materials and Workmanship. City shall have the right to inspect any material used. Material furnished shall be new, complete, ready -for -use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Agreement requirements regarding design, material or workmanship may be rejected at the option of City. Any materials rejected shall be removed from City premises at the Contractor's sole expense. Section 23. Licenses and Permits. Except as provided herein below, Contractor shall obtain and pay for all certificates, permits and licenses required by federal, state or local law, rule or regulation. Costs for obtaining City permits required under this Agreement will be waived. All requirements for obtaining permits (including City permits) remain in effect and are not waived; only the costs of City permits are waived. Section 24. Assignment of Unfair Business Practices. Contractor and its subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties. 7 12720-0007\1205890v2.doc Section 25. Special Conditions. (a) Hours of Work. When possible, all services shall be performed between the hours of 6:00 a.m. and 4:30 p.m., Monday through Thursday. Contractor shall obtain the prior written approval of the City's Responsible Principal for any services to be performed that would require the payment of Overtime or Double Time rates. (b) Conduct of the Work. Workmen shall behave, at all times, in a courteous, professional manner. While on site, or entering or exiting the site, there shall be no loud noise, shouting or other extraneous activity that might cause disruption to staff or patrons as the case may be. The operations of City Hall will remain open throughout the construction period. (c) Storage will be limited to the Project area. (d) Inspection. City shall have the right to inspect Contractor's work at all reasonable times. (e) Contractor shall have a competent representative on the Project site at all times work is in progress. Communication given to the representative shall be binding as if given to the Contractor. Contractor shall immediately replace any individual who ceases to perform his duties satisfactorily, in the opinion of the City's representative, with a qualified, competent replacement acceptable to the City's representative. (f) Contractor shall submit schedule information to the City's representative for integration into the overall Project schedule. Activity information shall be of sufficient detail to ensure adequate coordination, planning and execution of the work within the Time of Performance required by the Agreement. (g) Rubbish, debris, waste, dust or surplus materials, shall not be allowed to accumulate and shall be removed continuously and disposed of by the Contractor as the work progresses. The City may elect if required, upon written notice to the Contractor, to perform cleanup, the cost for which will be deducted from the Agreement amount. Section 26. Force Maieure. Neither City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. Section 27. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. Section 28. Entire Agreement. This Agreement represents the entire integrated agreement between City and Contractor, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Contractor. 8 12720-0007\1205890v2.doc Section 29. Waiver. 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 under this Agreement 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 of it 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 30. Cover Page and Exhibits; Precedence. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 31. Governing Law. The rights, obligations, duties and liabilities of the parties to this Agreement and the interpretation of this Agreement shall be governed by the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Vernon. Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. City shall timely notify Contractor of the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its reasonable costs incurred in providing the notification required by section. Section 33. Headings and Captions. 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 this Agreement or any part of it. Section 34. Counterpart and Duplicate Originals. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. Section 35. Authority to Execute this Agreement. 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. Section 36. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures Follow on Next Page] 9 12720-0007\1205890v2.doc IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. City of Vemon, a California charter city and JM Crew, Inc., dba Rhino Construction California municipal corporation Services, a Califomia corporation in HILARIO GONZALES Mayor ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney By: Name: Title: By: 01wz N'aq'V9'1- Name: L.1 Title: yzc-< 10 12720-0007\1205890v2.doc EXHIBIT A SCOPE OF WORK Upon written request by the City's Responsible Principal, Contractor shall provide the following services at the location or locations within the City of Vernon designated in the written request: Install and repair phone service; 2. Provide qualified inside wireman electricians to provide maintenance services at gas meter locations; 3. Additional electrical maintenance services. Contractor shall provide all labor, material, equipment, products and accessories required to perform the above -listed services. Schedule of Work Contractor shall perform the services described herein in accordance with the time frame included in the written request for services from the City. Warranty Contractor warrants all equipment, products, materials and services furnished under this Agreement to be suitable for their intended use, to be free from defects in their design, materials, workmanship, and title, and to conform strictly to any specifications, drawings, samples, or other inspection of the products, materials or services for a period of one year from the date that the performance of the particular item of work is completed under this Agreement. Contractor shall extend all warranties it receives from its vendors and/or the manufacturers of the products purchased under this Agreement to City, and Contractor's warranty shall extend to City's customers. This warranty is in addition to all warranties provided under the law. Contractor warrants that title to the equipment, products and materials purchased under this Agreement will pass to the City upon delivery to City premises, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any equipment, products or materials, or any portion thereof, will retain an interest therein or an encumbrance thereon. 11 12720-0007\1205890v2.doc EXHIBIT B SCHEDULE OF PAYMENT AND RATES or UNIT COSTS City shall compensate Contractor for the satisfactory performance of the work described in this Agreement on a time and materials basis in accordance with the rates set forth below. Within thirty (30) days after performing the work, Contractor shall submit an itemized statement to the City for its services performed, which shall include documentation. setting forth in detail a description of the services rendered, the dates and hours of service, the materials used, and the rates at which labor and expenses have been billed. Payments of each invoice shall be made pursuant to Section 4 of the Agreement. Any amounts in dispute shall be withheld until resolution. Contractor shall include with the invoice detailed time sheets, signed or initialed by the City's Responsible Principal. For the purposes of this Agreement, "Straight Time" shall mean 10 hours worked per calendar day, Monday through Thursday, between the hours of 6:00 am and 4:30 pm with 1/2 hour lunch period between 10:00 am and 1:30 pm. Upon mutual written agreement of the Responsible Principals, the Parties may determine that for the purposes of particular tasks, "Straight Time" shall mean 8 hours worked per calendar day, Monday through Friday, between the hours of 6:00 am and 6:00 pm with 1/2 hour lunch period between 10:00 am and 1:30 pm. 2. With prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be compensated for all work performed outside of the stated hours for "Straight Time" at the Overtime rate. Such Overtime shall be paid at time and one-half the regular Straight Time rate for hours worked, in accordance with the table below. 3. With prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be compensated for "Double Time" for all hours worked on Sundays, on Holidays, and for hours worked above twelve (12) hours on any given day. For the purposes of this Agreement, "Holiday" or "Holidays" refers to Memorial Day, 4th of July, Labor Day, Veterans Day (Nov. 11) Thanksgiving Day, the day after Thanksgiving, Christmas Day and New Years Day. If any of these days falls on Sunday, the following Monday shall be considered the Holiday. If Christmas or New Years falls on Saturday, the preceding Friday will be considered the Holiday. 4. With prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be compensated for emergencies that require unscheduled overtime at the Double Time rate. If the emergency requires Contractor to perform less than four hours of work, the City shall compensate Contractor for four hours. 5. Only with specific prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be paid 4 hours minimum for any 12 12720-0007112058gOv2.doc employee of Contractor working the 1st through 4th hour during a calendar day and 8 hours minimum if the Contractor's employee works past the 5th hour. 6. City shall compensate Contractor for the use of the Service Truck & Tools at a combined rate of $20.00 per hour. City shall compensate Contractor for the use of the Foreman Pick -Up Truck at a rate of $15 per hour. City will only compensate Contractor for these items for actual work time performed. City will not compensate Contractor for these items for travel time or for hours added pursuant to Section 5 of this Exhibit. 7. City shall reimburse Contractor for the cost of all materials plus taxes, plus a fifteen percent (15 %) mark-up on the actual cost of materials, exclusive of taxes. Contractor shall obtain the prior written approval of City's Responsible Principal for each item of materials costing more than $200. 8. When subcontractors or equipment rental are required, the Contractor shall be compensated for the actual cost of such expenses plus a five percent (5 %) markup. HOURLY RATES Straight Time Overtime Double Time $2.60 increase General Foreman $95.00 per hour $120.00 per hour $150.00 per hour July 1, 2010 Foreman $85.00 per hour $110.00 per hour $135.00 per hour Same as above. Journeyman $75.00 per hour $100.00 per hour $125.00 per hour Same as above. Apprentice $60.00 per hour $80.00 per hour $100.00 per hour Same as above. 13 12720-0007\1205890v2 .doc OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 10, 2010 JM Crew, Inc. dba Rhino Construction Attn: James Megorden 2672 Kempton Drive Los Alamitos, CA 90720 Re: Electrical Maintenance Services Dear Mr. Megorden: The insurance requirements have been met. Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on March 8, 2010, through Resolution No. 2010-38. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583-8811 ext. 834. Ve truly yours, WILLARD G. Y M GU City Clerk WY:dj c: Donal O'Callaghan Purchasing Department Resolution No. 2010-38 Agreement File No. 10-019 Ertecusivecy rndustiiac AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC. FOR ELECTRICAL MAINTENANCE SERVICES Name of Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE JM Crew, Inc. dba Rhino Construction Services Jennifer Megorden JM Crew, Inc. 2672 Kempton Drive Los Alamitos, California 90720 Attention: James Megorden Phone: (562) 594-7466 Facsimile: (562) 594-7460 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Dan Christensen, Department of Light & Power Telephone: (323) 583-8811 ext 813 Facsimile: (323) 585-3143 March 1, 2010 March 1, 2011, unless extended pursuant to Section 2 As described in Exhibit B 12720-0007\1205890v2.doc AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC. FOR ELECTRICAL MAINTENANCE SERVICES THIS AGREEMENT is made as of March 1 , 2010 (the "Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and JM Crew, Inc. dba Rhino Construction Services, a California corporation ("Contractor"). RECITALS A. City desires to obtain the services of a Contractor to perform work as described in Exhibit A ("Project"). B. Contractor represents that it is licensed, qualified and able to perform the services. NOW, THEREFORE, the parties agree as follows: Section 1. Contractor's Services. Contractor shall perform and complete in good and workmanlike manner the Scope of Work described in Exhibit A in a manner satisfactory to City. 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 identified as complete by Contractor and delivered to City. Section 2. Time of Performance. (a) Contractor shall commence its services under this Agreement upon the Commencement Date set forth on the Cover Page or upon receipt of a written notice to proceed from City, whichever is sooner. Contractor shall perform the services on or by the Termination Date set forth on the Cover Page. The period of time between the date services are to commence, and the Termination Date, is the Time of Performance. City may extend this Agreement on a year-to-year basis at its discretion. (b) In the event that City extends this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to extend. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the extension by giving thirty (30) days written notice. Section 3. Compensation. (a) Compensation. City agrees to compensate Contractor for the services and/or goods provided under this Agreement, and Contractor agrees to accept in full satisfaction for such services, a sum to be determined on a time and materials basis as more particularly described in Exhibit B. (b) Expenses. Contractor shall be reimbursed only for those expenses described in Exhibit B. There shall be no claims for additional compensation for reimbursable expenses. 2 12720-0007\1205890v2.doc (c) Additional Services. City may from time to time require Contractor to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by City in writing and agreed upon by both parties in writing. Section 4. Method of Payment. City shall pay Contractor said Consideration in accordance with the method and schedule of payment set forth in Exhibit B. (a) If City fails to make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request from Contractor, City shall pay interest to Contractor equivalent to the legal rate set forth in subdivision (a) of Section 685.010 of the Code of Civil Procedure. For purposes of this section, a "progress payment" includes all payments due Contractor, except that portion of the final payment designated by this Agreement as retention earnings. (b) Upon receipt of a payment request, City shall review it as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request. (c) Any payment request determined not to be a proper payment request suitable for payment shall be returned to Contractor as soon as practicable, but not later than seven days, after receipt. A request returned pursuant to this subsection shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper. (d) The number of days available to a City to make a payment without incurring interest pursuant to this section shall be reduced by the number of days by which City exceeds the seven-day return requirement set forth in subsection (c) of this section. Section 5. 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. Section 6. Independent Contractor. Contractor is and shall at all times remain, as to City, a wholly independent Contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as herein set forth, 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. Section 7. Assignment. This Agreement shall not be assigned in whole or in part by Contractor without the prior written approval of City. Any attempt by Contractor to so assign or subcontract this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. In the event City grants written approval to Contractor to subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code, Section 8. Responsible Princ,�al(s). (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. 3 12720-0007\1205890v2.doc (b) City's Responsible Principal shall be the City Administrator or his designee set forth on the Cover Page who shall administer the terms of the Agreement on behalf of City. Section 9. Personnel. Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's services under this Agreement. All personnel engaged in the work shall be qualified to perform such work Section 10. Changes to the Scope of Work. (a) City may at any time by a written order, and without notice to third parties, make changes within the general Scope of Work. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Agreement, whether changed or not changed by any such order, an equitable adjustment shall be made in price or delivery, or both, and this Agreement shall be modified in writing accordingly. Nothing in this subsection shall excuse Contractor from proceeding with the work as changed. (b) No change is authorized unless signed by City's Responsible Principal. Changes made by Contractor without written authorization shall be made at the sole risk of Contractor, there being no recourse against City. Section 11. Technical Materials. City reserves all rights to designs, drawings, blueprints, tools, dies, patterns, plates or other technical materials furnished or paid for by City, and Contractor shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Contractor shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Contractor shall keep confidential and not disclose to others all other matters which have been made available by City in confidence or which reasonably can be regarded as sensitive or confidential in nature. Section 12. Records, Inspection And Audit. During the course of work being performed pursuant to this Agreement, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after Termination Date, 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. Section 13. Interests of Contractor. Contractor affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. Section 14. Insurance. 4 12720-0007\1205890v2.doc (a) Contractor shall at all times during the term of this Agreement carry; maintain, and keep in full force and effect, -a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers' compensation insurance as required by law. (d) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (e) The policy or policies required by this Agreement shall be issued by an insurer 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. (f) 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. (g) At all times during the term of this Agreement, Contractor and all sub- contractors shall maintain on file with the Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts. Contractor and all sub- contractors shall, prior to commencement of work under this Agreement, file with the Risk Manager such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as an additional insured. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (h) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, or agents shall be in excess of Contractor's insurance and shall not contribute to it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation against City. (i) Any deductibles or self -insured retentions must be declared to and 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 Contractor shall procure a bond guaranteeing payment of losses and expenses. 5 12720-00 071120 5890v2 . d o c Section 15. Indemnification. To the fullest extent permitted by law, Contractor agrees to 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 without limitation, interest, 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 PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION, AND SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. The obligations in this Section 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. Section 16. Termination. (a) City shall have the right to terminate this Agreement for any reason or for no reason upon five (5) days written notice to Contractor. Contractor agrees to cease all work under this Agreement on or before the effective date of such notice. This right of termination shall be in addition to any remedies provided by applicable law for any breach or default under this Agreement, including the right to terminate this Agreement in the event of a breach or default and the right to recover any damages resulting from such breach or default. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. Section 17. Notice. Any notice, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth on the Cover Page, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section. Section 18. Certification. In accordance with the provisions of Section 3700 of the Labor Code, Contractor shall secure the payment of compensation to Contractor's employees. By executing this Agreement, Contractor certifies the following: Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. Section 19. Standard Specifications. The work done pursuant to this Agreement shall be done in accordance with the provisions of the most current edition of "Standard Specifications for Public Works Construction" (commonly known as "the Green Book") including 6 12720-0007\1205890v2.doc Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter referred to as the "Standard Specifications." The provisions of these Standard Specifications shall apply to the work performed under this Agreement, unless different standards are specified in Exhibit A or agreed to in writing by the City. Section 20. Compliance with Laws. Contractor shall keep itself informed of and comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws 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. For purposes of this section, "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. Section 21. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. Section 22. Materials and Workmanship. City shall have the right to inspect any material used. Material furnished shall be new, complete, ready -for -use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Agreement requirements regarding design, material or workmanship may be rejected at the option of City. Any materials rejected shall be removed from City premises at the Contractor's sole expense. Section 23. Licenses and Permits. Except as provided herein below, Contractor shall obtain and pay for all certificates, permits and licenses required by federal, state or local law, rule or regulation. Costs for obtaining City permits required under this Agreement will be waived. All requirements for obtaining permits (including City permits) remain in effect and are not waived; only the costs of City permits are waived. Section 24. Assignment of Unfair Business Practices. Contractor and its subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties. 7 12720-0007\1205890v2.doc Section 25. Special Conditions. (a) Hour's of Work. When possible, all services shall be performed between the hours of 6:00 a.m. and 4:30 p.m., Monday through Thursday. Contractor shall obtain the prior written approval of the City's Responsible Principal for any services to be performed that would require the payment of Overtime or Double Time rates. (b) Conduct of the Work. Workmen shall behave, at all times, in a courteous, professional manner. While on site, or entering or exiting the site, there shall be no loud noise, shouting or other extraneous activity that might cause disruption to staff or patrons as the case may be. The operations of City Hall will remain open throughout the construction period. (c) Storage will be limited to the Project area. (d) Inspection. City shall have the right to inspect Contractor's work at all reasonable times. (e) Contractor shall have a competent representative on the Project site at all times work is in progress. Communication given to the representative shall be binding as if given to the Contractor. Contractor shall immediately replace any individual who ceases to perform his duties satisfactorily, in the opinion of the City's representative, with a qualified, competent replacement acceptable to the City's representative. (f) Contractor shall submit schedule information to the City's representative for integration into the overall Project schedule. Activity information shall be of sufficient detail to ensure adequate coordination, planning and execution of the work within the Time of Performance required by the Agreement. (g) Rubbish, debris, waste, dust or surplus materials, shall not be allowed to accumulate and shall be removed continuously and disposed of by the Contractor as the work progresses. The City may elect if required, upon written notice to the Contractor, to perform cleanup, the cost for which will be deducted from the Agreement amount. Section 26. Force Majeure. Neither City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. Section 27. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. Section 28. Entire Agreement. This Agreement represents the entire integrated agreement between City and Contractor, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Contractor. 8 12720-0007\1205890v2. d oc Section 29. Waiver. 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 under this Agreement 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 of it 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 30. Cover Page and Exhibits; Precedence. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 31. Governing Law. The rights, obligations, duties and liabilities of the parties to this Agreement and the interpretation of this Agreement shall be governed by the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Vernon. Section 32. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. City shall timely notify Contractor of the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its reasonable costs incurred in providing the notification required by section. Section 33. Headings and Captions. 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 this Agreement or any part of it. Section 34. Counterpart and Duplicate Originals. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. Section 35. Authority to Execute this Agreement. 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. Section 36. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures Follow on Next Page] 9 12720-0007\1205890v2.doc IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter city and JM Crew, Inc., dba Rhino Construction California municipal corporation Services, a California corporation By: %�ds A n( � ` ��r--��-- By:----- HILARIO GONZALES Mayor Name: - JI f 1 v r Title: Bra sIA j % C i= b A I U1 C: !)K Title: Nice..,r— APPROVED TO FORM: LA RENCE S. WIENER, City Attorney 10 12720-0007\12058904.doc EXHIBIT A EXHIBIT A SCOPE OF WORK Upon written request by the City's Responsible Principal, Contractor shall provide the following services at the location or locations within the City of Vernon designated in the written request: Install and repair phone service; 2. Provide qualified inside wireman electricians to provide maintenance services at gas meter locations; 3. Additional electrical maintenance services. Contractor shall provide all labor, material, equipment, products and accessories required to perform the above -listed services. Schedule of Work Contractor shall perform the services described herein in accordance with the time frame included in the written request for services from the City. Warranty Contractor warrants all equipment, products, materials and services furnished under this Agreement to be suitable for their intended use, to be free from defects in their design, materials, workmanship, and title, and to conform strictly to any specifications, drawings, samples, or other inspection of the products, materials or services for a period of one year from the date that the performance of the particular item of work is completed under this Agreement. Contractor shall extend all warranties it receives from its vendors and/or the manufacturers of the products purchased under this Agreement to City, and Contractor's warranty shall extend to City's customers. This warranty is in addition to all warranties provided under the law. Contractor warrants that title to the equipment, products and materials purchased under this Agreement will pass to the City upon delivery to City premises, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any equipment, products or materials, or any portion thereof, will retain an interest therein or an encumbrance thereon. 11 12720-0007\1205890v2 Am EXHIBIT B EXHIBIT B SCHEDULE OF PAYMENT AND RATES or UNIT COSTS City shall compensate Contractor for the satisfactory performance of the work described in this Agreement on a time and materials basis in accordance with the rates set forth below. Within thirty (30) days after performing the work, Contractor shall submit an itemized statement to the City for its services performed, which shall include documentation setting forth in detail a description of the services rendered, the dates and hours of service, the materials used, and the rates at which labor and expenses have been billed. Payments of each invoice shall be made pursuant to Section 4 of the Agreement. Any amounts in dispute shall be withheld until resolution. Contractor shall include with the invoice detailed time sheets, signed or initialed by the City's Responsible Principal. For the purposes of this Agreement, "Straight Time" shall mean 10 hours worked per calendar day, Monday through Thursday, between the hours of 6:00 am and 4:30 pm with 1/2 hour lunch period between 10:00 am and 1:30 pm. Upon mutual written agreement of the Responsible Principals, the Parties may determine that for the purposes of particular tasks, "Straight Time" shall mean 8 hours worked per calendar day, Monday through Friday, between the hours of 6:00 am and 6:00 pm with 1/2 hour lunch period between 10:00 am and 1:30 pm. 2. With prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be compensated for all work performed outside of the stated hours for "Straight Time" at the Overtime rate. Such Overtime shall be paid at time and one-half the regular Straight Time rate for hours worked, in accordance with the table below. 3. With prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be compensated for "Double Time" for all hours worked on Sundays, on Holidays, and for hours worked above twelve (12) hours on any given day. For the purposes of this Agreement, "Holiday" or "Holidays" refers to Memorial Day, 4th of July, Labor Day, Veterans Day (Nov. 11), Thanksgiving Day, the day after Thanksgiving, Christmas Day and New Years Day. If any of these days falls on Sunday, the following Monday shall be considered the Holiday. If Christmas or New Years falls on Saturday, the preceding Friday will be considered the Holiday. 4. With prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be compensated for emergencies that require unscheduled overtime at the Double Time rate. If the emergency requires Contractor to perform less than four hours of work, the City shall compensate Contractor for four hours. 5. Only with specific prior written approval granted pursuant to Section 25 of this Agreement, Contractor shall be paid 4 hours minimum for any 12 12720-0007\1205890v2.doc employee of Contractor working the 1st through 4th hour during a calendar day and 8 hours minimum if the Contractor's employee works past the 5th hour. 6. City shall compensate Contractor for the use of the Service Truck & Tools at a combined rate of $20,00 per hour. City shall compensate Contractor for the use of the Foreman Pick -Up Truck at a rate of $15 per hour. City will only compensate Contractor for these items for actual work time performed. City will not compensate Contractor for these items for travel time or for hours added pursuant to Section 5 of this Exhibit. 7. City shall reimburse Contractor for the cost of all materials plus taxes, plus a fifteen percent (15 %) mark-up on the actual cost of materials, exclusive of taxes. Contractor shall obtain the prior written approval of City's Responsible Principal for each item of materials costing more than $200. 8. When subcontractors or equipment rental are required, the Contractor shall be compensated for the actual cost of such expenses plus a five percent (5 %) markup. HOURLY RATES Straight Time Overtime Double Time $2.50 increase General Foreman $95.00 per hour $120.00 per hour $150.00 per hour July 1, 2010 Foreman $85.00 per hour $110.00 per hour $135.00 per hour Same as above. Journeyman $75.00 per hour $100.00 per hour $125.00 per hour Same as above. Apprentice $60.00 per hour $80.00 per hour $100.00 per hour Same as above. 13 12720-0007\1205890v2.doc Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Monday, March 08, 2010 4:39 PM To: Juarez, Debbie Subject: RE: JM Crew dba Rhino Construction Services - Insurance Verification Hi Debbie, No this file is marked inactive and insurance coverage has lapsed. Could you forward me a copy of the Resolution so that I may update the insurance information. Thanks, Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarcia@ci.vernon.ca.us From: Juarez, Debbie Sent: Monday, March 08, 2010 4:31 PM To: Barcia, Ana Subject: 3M Crew dba Rhino Construction Services - Insurance Verification Hi Ana. Does the above -referenced, have valid insurance? Thanks. Deborah Juarez q?§cords 914anagement Assistant City of Vernon - City Cferk!s office 4305 Santa Te Avenue Vernon, CA 90058 (323) 583-8811 3/8/2010 APPROVEV R 0,610 CITY COUNCIL STAFF REPORT LIGHT & POWER DATE: March 2, 2010 8 2010 MAR TO: Honorable Mayor and City Councils—K�-_ � �O ` CITY CLERK'S OFFICE FROM: Donal O'Callaghan, Director of Light & Power RE: Rhino Construction Agreement Rate Justification The gas department has been utilizing Rhino services for sometime under Trico Construction as a 2nd tier. Rhino is capable and qualified to perform the services needed with but not limited to labor, material, equipment to install and repair phone service for gas meter locations and provide a qualified inside wireman electricians for maintenance as requested for specific projects. The service rate that Rhino Construction has submitted is in -line with the IBEW Local 11 Union rate which includes workers compensation and benefits. By utilizing Rhino construction services direct, we will eliminate 2"d tier 10% markup and clerical processing fees. DO: jv MAR 0 g 2010 A INTEROFFICE MEMORANDUM Light & Power Department DATE: March 2, 2010 TO: Donal O'Callaghan Director of Light and Power FROM: Javier Valdez Senior Business & Accounts SUBJECT: Rhino Constructions Agreement Rate Justification The gas department has been utilizing Rhino services for sometime under Trico Construction as a 2nd tier. Rhino is capable and qualified to perform the services needed with but not limited to labor, material, equipment to install and repair phone service for gas meter locations and provide a qualified inside wireman electricians for maintenance as requested for specific projects. The service rate that Rhino Construction has submitted is in -line with the IBEW Local 11 Union rate which includes workers compensation and benefits. By utilizing Rhino construction services direct, we will eliminate 2nd tier 10% markup and clerical processing fees. DOC: jv c: Document Control Project Control VEDD MAR 0 2 2010 INTEROFFICE MEMORANDUM Light & Power Department DATE: February 24, 2010 TO Donal O'Callaghan Director of Light and Power�� FROM: Javier Valdez ti Senior Business & Accounts SUBJECT: Rhino Construction Services Agreement for Professional and Technical Services with the City of Vernon Gas Department Attached please find an Agreement between the City of Vernon and JM Crew, Inc., d.b.a. Rhino Construction Services ("Rhino Construction Services"). As outlined in the Scope of Work set forth in Exhibit A to this Agreement, Rhino Construction Services will provide the labor, material, and equipment necessary to install and repair phone service for gas meter locations and provide inside wireman electricians as requested for specific projects. The cost for Rhino Constructions Services will be determined in accordance with the schedule of hourly rates outlined in Exhibit B to the Agreement. Recommendation: recommend that the City Council consider and approve the attached Agreement with Rhino Construction Services at the next regularly scheduled meeting to be held on Monday, March 1, 2010. DOC:jv c: Document Control RI,._-0_t� s Project Control FEB 2 4 2010 CITY ATTORNEY'S OFFICE MEMORANDUM TO: Javier Valdez, Department of Light & Power FROM: Diana H. Varat; Assistant City Attorney cc: Laurence S. Wiener, City Attorney Gena M. Stinnett, Assistant City Attorney DATE: February 24, 2010 SUBJECT: Agreement with Rhino Construction Services - Approved as to Form The City Attorney's Office has reviewed the Agreement with JM Crew Inc. d.b.a. Rhino Construction Services for electrical maintenance services, and has approved it as to form. 12720-0005\1204672v1.doe INTEEROFFICE MEMORANDUM AJVfIY 4NO,�S _. Light & Power Department DATE: January 27, 2010 TO: Donal O Callaghan Director of Light and Power From: Dan Christensen�M1 SUBJECT: Request authorization for purchase order to Rhino Construction. The purchase order requested requires the contractor to provide Labor, material, and equipment to install and repair phone service For gas meter locations, the contractor will be required to provide Qualified inside wireman electricians as requested for specific projects. The work requested will be conducted on time and material not to exceed $25, 000.00 Attachments: Certificate of Liability Insurance Rhino Construction Services Proposal RCS-9-357 Cc: Document Control Project Control ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID S DATE(MM/DD/YYYY) PROL ER RHINO-1 10 29 09 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION The Dougherty Company, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 7277 ALTER THE COVERAGE AFFORDED B. THIS CERTIFICATE DOES Y, HE POLICIES EBE OW. Long Beach CA 90807 Phone:562-424-1621 Fax:562-490-0432 INSURED INSURERS AFFORDING COVERAGE NAIC # INSURER A: Catlin Specialty Insurance Co. JM Crew, Inc., dba • INSURER B: National Union Fire Ins. Co. 19445 Rhino Construction Services INSURERC: Safeco Insurance Company 24740 Los2Alaammitos CA190720 INSURER D: COVERAGES INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION GENERAL LIABILITY DATE MM/DD/YY DATE MM/DD/YY LIMITS A X X COMMERCIAL GENERAL LIABILITY GLS929181010 EACH OCCURRENCE 10/25/09 10/25/10 CLAIMS MADE � OCCUR PREMISES(Eaoccurence) $50,000 MED EXP (Any one person) $ 5 OOO r PERSONAL & ADV INJURY $ 1 , OOO , OOO GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 X POLICY ECOT LOC PRODUCTS -CO P/OPAGG $ 2 , OOO , OOO AUTOMOBILE LIABILITY C X ANY AUTO 24CC2680241 07 15 09 07/15/1O COMBINEDSINGLE LIMIT ' ' / / (Ea accident $ 1 000 000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY HIRED AUTOS (Per person) $ NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE ( GARAGE LIABILITY Per accident) $ ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ : EXCESS/UMBRELLA LIABILITY AUTO ONLYAGG $ B X OCCUR 1:1CLAIMS MADE EACH OCCURRENCE $ 2, 000, 000 EBU15679456 10/25/09 10/25/10 AGGREGATE $2,000,000 DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND $ EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE TORY LIMITS ER OFFICER/MEMBER EXCLUDED? E.L. EACH ACCIDENT $ yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - EA EMPLOYEE $ S OTHER E.L. DISEASE - POLICY LIMIT $ U1=5U IPTION OF OPERATIONS /LOCATIONS /VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS *10 days notice for nonpayment of premium. The City of Vernon, its officers and employees are named as additional insured as required per written contract per attached endorsement CG 20 37 07 04. Purchase Order #9497/Resolution #8535, Electrical Maintenance. CERTIFICATE HOLDER City of Vernon Attn: Risk Management 4305 Santa Fe Ave. Vernon CA 90058 ACORD 25 (2001/08) CANCELLATION VERNONC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIO DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE. INSURER, ITS AGENTS OR Ri © ACORD CORPORATION 1988 Policy Number: GLS929181010 J.M. Crew, Inc. dba: Rhino Construction CG 20 37 07 04 Effective Date: October 25, 2009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of City of Vernon, per written contract PO #9497/Resolution #8535 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 ❑