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Resolution No. 2010-043RESOLUTION NO. 2010-43 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE BID OF GENERAL PUMP COMPANY, INC. AND APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND GENERAL PUMP COMPANY, INC. FOR THE REDEVELOPMENT AND TESTING OF WELL NO. 9 WHEREAS, on October 19, 2009, the City Council of the City of Vernon adopted Resolution No. 10,087 authorizing the issuance of a request for proposals for the redevelopment and testing of Well No. 9 (the "Work") located at 2001 7th Street; and WHEREAS, by a memorandum dated March 2, 2010, the Director of Community Services & Water has recommended that the City accept the bid of General Pump Company, Inc. ("General Pump") and enter into a services agreement with General Pump setting forth the terms and conditions under which General Pump will perform the Work (the "Agreement"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with General Pump, a copy of which is attached hereto as Exhibit A. 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: General Pump Company, Inc. Attention: Geoffrey Bates 159 North Acacia Street San Dimas, CA 91773 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 29th day of March, 2010. ATT T: Willa d G. Ya g chi6jCity Clerk Name: Hilario Gonzales Title: Mayor 2 STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-43, 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 29, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this ;D day of Mardi, 2010, at Vernon, California. (SEAL) Wil and G. a uc City Clerk - 3 - EXHIBIT A SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may considered and used as the original hereof for all purposes, as of this 29th day of March , 2010 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 GENERAL PUMP COMPANY, INC., a California corporation, ("Contractor") 159 North Acacia Street San Dimas, California 91773 RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to redevelop and test pump Well No. 9 (the "Work"), located at 2001 57th Street; and WHEREAS, Contractor has prepared a proposal dated November 16, 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 April 1, 2010 (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 General Pump Company, 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 information or know-how obtained during the Work, except information Page 2 of 22 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 redevelop and test pump Well No. 9 in a timely manner. Contractor's services shall include, but will not be limited to, mobilization and demobilization of men and equipment, video log of well, physical and chemical treatment of perforations, delivery of two 20,000 gallon surface storage tanks, and the installation of a test pump to facilitate source water analysis and well redevelopment activities. 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. 3.03. Contractor shall be responsible for the professional quality, technical accuracy, Page 3 of 22 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, 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 Page 4 of 22 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 adjusted by formal, written change order or amendment to this Agreement. Page 5 of 22 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 standards & details for all Work performed. Page 6 of 22 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) providing that the policies cannot be canceled or materially reduced in coverage Page 7 of 22 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 admitted in the State of California and with a rating of at least a B+; VII in the Page 8 of 22 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 receipt of such notice, to assume the defense with counsel reasonably Page 9 of 22 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. No Assignment or Subcontracting 5.21. This Agreement may not be assigned in whole or in part by Contractor, nor may Page 10 of 22 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. Corporate Conduct 5.25. Contractor, its employees, agents or representatives shall not offer or give to an Page 11 of 22 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 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. Page 12 of 22 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. 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 Page 13 of 22 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 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 Page 14 of 22 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 — General Pump City - City of Vernon, California Company, Inc., Attn: City Administrator Attn: Geoffrey Bates 4305 Santa Fe Avenue 159 North Acacia Street Vernon, CA 90058 San Dimas, CA 91773 Fax: (909) 599-6238 Fax: 323-826-1408 Telephone: (909) 599-9606 Telephone: 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 Page 15 of 22 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 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 Page 16 of 22 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 maybe 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;#ire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Page 17 of 22 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 , California, on City: City of Vernon Name: Hilario Gonzales, Mayor Date: Page 18 of 22 ATTEST: Willard Yamaguchi, City Clerk Contractor: General Pump Company, Inc. MV �r % [,• Date: d Zj2�k/2,0/C-`-) Page 19 of 22 APPROVED AS TO FORM: Laurence S. Wiener, City Attorney EXHIBIT A PROPOSAL Page 20 of 22 4 PUMP ��NY 159 N. ACACIA S"TREET SAN DIMAS, CA 91773 PHONE: (909) 599-9606 • FAX: (909) 599-6238 WELL & PUMP SERVICE SINCE 1.952 Lic. #496765 November 16, 2009 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Scott Rigg - Water Operations Supervisor Re: Well Smurfit Plant City Well No. 9 GPC Job No.: TBD General Pump Company, Inc. (GPC) is please to provide to the City of Vernon (City) 1) GPC Qualifications; 2) Understanding of and Approach to the Project 3) Experience and References 4) Schedule of work for well -redevelopment and testing at Smurfit Well No. 9. CONTRACTOR QUALIFICATIONS Capabilities General Pump Company, Inc, is a Professional Well Redevelopment and Pump Equipment contractor located in San Dimas and Camarillo, California. The Engineering staff, field support and service crews, and office support staff are 100% dedicated to well evaluation and rehabilitation, and pump equipment evaluation and services. The technical staff at General Pump Company, Inc. has worked in almost every aspect of the well and pump industries. This diverse experience provided us with unique qualifications to serve our customers and provide them with solution -oriented approaches to get their system back into operation. Our engineers and Hydrogeologist have all worked in the drilling and design segment of the water, and/or oil and gas industries, and many of our shop and support technicians have worked for major pump manufactures. Downhole Evaluation Experience General Pump Company, Inc. technical staff has a long history and experience performing well evaluation, downhole dynamic and static evaluations, downhole water quality assessment, and innovative well reconstruction techniques. Over the past 15-years, General Pump Company, Inc. has performed over 350 well reconstruction projects and countless downhole evaluations using wireline dynamic and static spinner and sampling tools, videos, and other evaluation tools. As part of the specifications, the Besst, Inc. Tracer Pulse Flow Meter method has been requested. Over the past three (3) years, GPC has participated in approximately 15 projects utilizing the Besst, hic. Tracer Pulse Flow Meter method and downhole sampling. PUMP mPAKY l iiy of Vernon November 16, 2009 Page 3 EXPERIENCE AND REFERENCES Within the last 36 months, General Pump Company, Inc. has completed over 500 well rehabilitation projects with pumping capacity in the range of 1,000 to 200 gallons per minute. If for further evaluation of GPO's bid addition project examples or references additions can be quickly provided. are necessary, please contact GPC Below are four (5) sample projects: and those Agency Name Contact Person / Telephone No. Address Reason for Project Date Rehabilitation Completion City of Tom O'Neill / 1425 South Bon View Brush, Bail, Airburst,Chemical Treatment, Annual Ontario 909-395-2676 Ontario, CA 91762 & Test pumping — Contract Multi le Wells on -going Colleagues Brush, Bail, Airburst, Water George Mulligan / 2100 Olsen Road Chemical Treatment, Annual District 805-526-9323 Thousand Oaks, CA 91360 & Test pumping — Contract Multiple Wells on -going Water Charles Moorrees / Brush, Bail, Airburst, 139 North Euclid Ave Chemical Treatment, Annual mpany 909 982-4107 Upland, CA 91786 & Test pumping — Contract [SanAntonio Multiple Wells on -going torville Brush, Bail, Airburstater Arnold Villarreal / 17185 Yuma Street Chemical Treatment,Annual strict 760-955-2993 Victorville, CA 92395 & Test pumping — Contract Multiple Wells on -going City of Mark Wiley / Brush, Bail, Airburst, 1370 North Benson Ave Chemical Treatment, Annual Upland 909-931-4245 Upland, CA 91786 & Test pumping — Contract Multi le Wells on -going �.i.� Vl 1 �l aiU11 November 16, 2009 Page 5 SCHEDULE OF WORK Item No. Description - Well Redevelopment p p # of Work Days 1 Perform downhole video of the well . 1 2 Mobilization - Mobilize and Demobilize of men and equipment to the project site to include all bonds and insurance costs 1 Wire brush - Perforated wire brushing of the well screen zones between 400 and 1,020 feet. Due to the length of the well screen, 1-new brush will be used 3 between 400 and 800-feet and 1-new brush will be used between 800 and 3 1,020-feet. During brushing mix into the well 800 pounds of Sulfamic acid and 75 pounds of rock salt Bailing and Removal - Approximately 100-feet of sediment, material will be 4 removed from the site and properly disposed - Contractor is responsible for 1 proper disposal, permits and fees 5 Re -video well to inspect casing interior 1 6 Set-up and perform dual shot of Sonar Jet in the well 1 Perform acid treatment of the well that will include swabbing in 2,000 gallons 7 of HCl, 55 gallons of NW-310, 55 gallons of Glycolic Acid. Swab into the well 2 in 20-foot zones (423-460, 623-823, 865-1004 bgs) Set-up and perform 10-foot dual swab airlift of the well perforations to removed 8 material loosened by Sonar Jet and to clear the perforations - assume 30-hours - of "Active" airlift work which is defined as actual time airlift pumping is being 4 performed 9 Deliver, remove and clean -out 20,000 gallon surface storage tanks, coupled together at the bottom and shutoff valve to the outlet 1 Discharge Piping and pump to transfer water from the tank manifold to the 10 nearest discharge point - assume 700-feet; includes all labor and materials for 0.5 this task Install an engine driven Test Pump - Producing 3,000 gpm at 500 feet TDH, 11 shall include all labor, fuel and charges; and include a discharge line with flow - meter, gate valve, Rossum Sand Tester, 1-1/4-inch PVC from surface to the top 3 of perforations; and poly airline to the top of the pump. bowls 12 Redevelop - Redevelop well with test pump 5 Contract -and provide dye tracer testing, performed by Besst, Inca to include 5- 13 each depth specific sample zones - this method is preferred due to the size of 1 the well casing diameter versus the test pump required Title 22 sampling to be performed by the contractor. The City will deliver the 14 pulled samples to Clinical Laboratory of San Bernardino for analysis. The City 1 will incur the cost of analysis. 15 Re -video well to inspect casing interior 1 �V , 1I f r "I'V1=LI, 6'3_1 P1 , h {!.l�`� 1R 1, sti { £ (1 ...... .,_ .._. Well No. 9 Bid Items Item No, Description - Well Redevelopment Quantity Units Unit Price Sub -Total 1 Perform downhole video of the well 1 LS $1,000.00 $1,000.00 Mobilization - Mobilize and Demobilize of men 2 and equipment to the project site to include all 1 LS $10,200.00 $10,200.00 bonds and insurance costs --Perforated Wire brush wire brushing of the well screen zones between 400 and 1,020 feet. Due to the length of the well screen, 1-new brush will be 3 used between 400 and 800-feet and 1-new brush 30 Hrs $ 262.63 $7,878.90 will be used between 800 and 1,020-feet. During brushing nux into the well 800 pounds of Sulfauuc acid and 75 pounds of rock salt Bailing and Removal - Approximately 100-feet of 4 sediment, material will be removed from the site and properly disposed - Contractor is responsible 100 Ft $20.72 $2,072.00 for proper disposal, permits and fees 5 Re -video well to inspect casing interior 1 LS $1,000.00 $1,000.00 6 Set-up and perform dual shot of Sonar Jet in the well 620 Ft $23.61 $14 638.20 Perform acid treatment of the well that will include swabbing in 2,000 gallons of HCL 55 7 gallons of NW-310, 55 gallons of Glycolic Acid. 1 LS $7,865.00 $7,865.00 Swab into the well in 20-foot zones (423-460, 623-823, 865-1004 bgs) Set-up and perform 10-foot dual swab airlift of the well perforations to removed material 8 loosened by Sonar Jet and to clear the perforations - assume 30-hours of "Active" airlift 30� $491.20 $14 736.00 work which is defined as actual time airlift pumping is being performed Deliver, remove and clean -out 20,000 gallon 9 surface storage tanks, coupled together at the 2 Ea $5,069.00 $10,138.00 bottom and shutoff valve to the outlet Discharge Piping and pump to transfer water from 10 the tank manifold to the nearest discharge point - assume 700-feet; includes all labor and mateirals 700 Ft $3.05 $2,135.00 for this task Install an engine driven Test Pump --Producing Producing 3,000 gpm at 500 feet TDR shall include all labor, fuel and charges; and include a discharge 11 line with flowmeter, gate valve, Rossurn Sand 1 LS $12,190.00 $12,190.00 Tester, 1-1/4-inch PVC from surface to the top of perforations; and poly airline to the top of the pump bowls: Set pump at 400-feet 12 Redevelop - Redevelop wellwith test purnp 60 11rs $299.00 $17,940.00 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: 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 T $ Modified Contract Amount $ By reason of this change order the time of completion will be adusted as follows: Approved: Date: Director of Community Services & Water Attest: Date: Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, labor, equipment and materials, including overhead, except as may otherwise be that we will provide all noted above, and perform all services necessary for the will accept as full payment tlrerefore the prices shown above. work above specified, and Accepted Date: Contractor: By: Title: c• PrniPr.t File/( nntrartnr/P„r h��: Page 22 of 22 Rev.03/10 i March 30, 2010 General Pump Company, Inc. Attn: Geoffrey Bates 159 North Acacia Street San Dimas, CA 91773 RE: Services Agreement — Redevelopment and Testing of Well No. 9 The insurance requirements have been met. Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on March 29, 2010, through Resolution No. 2010-43. If you have any questions, please contact S. Kevin Wilson at (323) 583-8811 extension 245. Thank you. SiClerk WG. YA U C Enclosures WY:dj c: S. Kevin Wilson Purchasing Department Resolution No. 2010-43 Agreement File No. 10-022 Exclusively Industriaf 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 29t" day of March , 2010 in the City of Vernon, County of Los Angeles, California BY AND BETWEEN AND CITY OF VERNON, a California charter city and municipal corporation, ("City") 4305 Santa Fe Avenue Vernon, California 90058 GENERAL PUMP COMPANY, INC., a California corporation, ("Contractor") 159 North Acacia Street San Dimas, California 91773 RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to redevelop and test pump Well No. 9 (the "Work"), located at 2001 57t" Street; and WHEREAS, Contractor has prepared a proposal dated November 16, 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 April 1, 2010 (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 General Pump Company, 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 information or know-how obtained during the Work, except information Page 2 of 22 falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to 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 redevelop and test pump Well No. 9 in a timely manner. Contractor's services shall include, but will not be limited to, mobilization and demobilization of men and equipment, video log of well, physical and chemical treatment of perforations, delivery of two 20,000 gallon surface storage tanks, and the installation of a test pump to facilitate source water analysis and well redevelopment activities. 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. 3.03. Contractor shall be responsible for the professional quality, technical accuracy, Page 3 of 22 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, 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 Page 4 of 22 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 adjusted by formal, written change order or amendment to this Agreement. Page 5 of 22 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 standards & details for all Work performed. Page 6 of 22 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) providing that the policies cannot be canceled or materially reduced in coverage Page 7 of 22 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 admitted in the State of California and with a rating of at least a B+; VII in the Page 8 of 22 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 receipt of such notice, to assume the defense with counsel reasonably Page 9 of 22 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. No Assignment or Subcontracting 5.21. This Agreement may not be assigned in whole or in part by Contractor, nor may Page 10 of 22 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. Corporate Conduct 5.25. Contractor, its employees, agents or representatives shall not offer or give to an Page 11 of 22 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 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. Page 12 of 22 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. 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 Page 13 of 22 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 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 Page 14 of 22 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 — General Pump City - City of Vernon, California Company, Inc., Attn: City Administrator Attn: Geoffrey Bates 4305 Santa Fe Avenue 159 North Acacia Street Vernon, CA 90058 San Dimas, CA 91773 Fax: (909) 599-6238 Fax: 323-826-1408 Telephone: (909) 599-9606 Telephone: 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 Page 15 of 22 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 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 Page 16 of 22 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 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. Page 17 of 22 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 l /4w , California, on City: City of Vernon Name: Hilario Gon ales, Mayor Date: `3 — 24 Page 18 of 22 ATTEST: �l►: :l►a :i 1���,� , Willard Yamagulff" City Clerk Contractor: General Pump Company, Inc. Page 19 of 22 APPROVED AS TO FORM: Laurenc,4 S. Wiener, City Attorney EXHIBIT A EXHIBIT A PROPOSAL Page 20 of 22 City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Scott Rigg - Water Operations Supervisor Re: Well Smurfit Plant City Well No. 9 GPC Job No.: TBD General Pump Company, Inc. (GPC) is please to provide to the City of Vernon (City) 1) GPC Qualifications; 2) Understanding of and Approach to the Project 3) Experience and References 4) Schedule of work for well -redevelopment and testing at Smurfit Well No. 9. CONTRACTOR QUALIFICATIONS Capabilities General Pump Company, Inc. is a Professional Well Redevelopment and Pump Equipment contractor located in San Dimas and Camarillo, California. The Engineering staff, field support and service crews, and office support staff are 100% dedicated to well evaluation and rehabilitation, and pump equipment evaluation and services. The technical staff at General Pump Company, Inc. has worked in almost every aspect of the well and pump industries. This diverse experience provided us with unique qualifications to serve our customers and provide them with solution -oriented approaches to get their system back into operation. Our engineers and Hydrogeologist have all worked in the drilling and design segment of the water, and/or oil and gas industries, and many of our shop and support technicians have worked for major pump manufactures. Downhole Evaluation Experience General Pump Company, Inc. technical staff has a long history and experience performing well evaluation, downhole dynamic and static evaluations, downhole water quality assessment, and innovative well reconstruction techniques. Over the past 15-years, General Pump Company, Inca has performed over 350 well reconstruction projects and countless downhole evaluations using wireline dynamic and static spinner and sampling tools, videos, and other evaluation tools. As part of the specifications, the Besst, Inc. Tracer Pulse Flow Meter method has been requested. Over the past three (3) years, GPC has participated in approximately 15 projects utilizing the Besst, Inc. Tracer Pulse Flow Meter method and downhole sampling. 61AE-01MRAL, City of Vernon Q ' r November 16, 2009 Page 2 SCOPE OF WORK GPC Scope of Work for this project is summarized in this section and provided in more detail in the cost section. • The initial step of this work would be to have a meeting that would, at minimum, include the City, GPC and other involved parties. The objective of the meeting would be to review the Scope of Work, requirements and to discuss coordination between the interested parties. • Mobilize men and equipment to the project site, set-up and perform wire brushing of the well screen zones between 400 and 1,020 feet. Due to the length of the well screen, 1-new brush will be used between 400 and 800-feet and 1-new brush will be used between 800 and 1,020-feet. During brushing mix into the well 800 pounds of Sulfamic acid and 75 pounds of rock salt • After brushing, GPC will bail the well to remove material that has fallen into the well from brushing — GPC assumes to remove approximately 100-feet of sediment. • After the well has been flushed with water to clear the water column, a re -video of the well will be performed to inspect casing interior. • Based on review of the video survey, the next step proposed is to set-up and perform a dual shot of Sonar Jet in the well. • If based on review of the video survey the appears to capable of further cleaning, GPC will perform acid treatment of the well that will include swabbing in 2,000 gallons of HCl, 55 gallons of NW-310, 55 gallons of Glycolic Acid. Swab into the well in 20-foot zones (423-460,_623-823, 865-1004 bgs) • Following acid injection the chemical will be removed using a 10-foot dual swab airlift of the well perforations to remove material loosened by Sonar Jet and to clear the perforations. • To catch and treat the airlift water, GPC will use a 20,000 gallon surface storage tank. Prior to airlifting water into the tank, fresh water from a fire hydrant will be used to partially fill the tank. • Discharge Piping and pump to transfer water from the tank manifold to the nearest discharge point - assume 700-feet; includes all labor and materials for this task • To test pump the well, GPC will build and install an engine driven test pump designed to . producing 3,000 gpm at 500 feet TDH, and include a discharge line with flow -meter, gate valve, Rossum Sand Tester, 1-1/4-inch PVC from surface to the top of perforations; and poly airline to the top of the pump bowls. The well will be developed by pumping and surging followed by step drawdown and constant rate testing to evaluate well production and yield. • During the constant rate portion of the test GPC will contract and provide dye tracer testing, performed by Besst, Inc. to include 5-each depth specific sample zones. As part of this work, Title 22 samples will be collected and the City will deliver the pulled samples to Clinical Laboratory of San Bernardino for analysis. The City will incur the cost of analysis. • When testing is complete and equipment is removed from the well, a final re -video well to inspect casing interior and provide a completion inspection of the wells interior. -000- 611 ( A p EXPERIENCE AND REFERENCES City of Vernon November 16, 2009 Page 3 Within the last 36 months, General Pump Company, Inc. has completed over 500 well rehabilitation projects with pumping capacity in the range of 1,000 to 200 gallons per minute. If for further evaluation of GPC's bid addition project examples or references are necessary, please contact GPC and those additions can be quickly provided. Below are four (5) sample projects: Agency Contact Person / Address Reason for Project Date Name Telephone No. Rehabilitation Completion Brush, Bail, Airburst, City of Tom O'Neill / 1425 South Bon View Chemical Treatment, Annual Ontario 909-395-2676 Ontario, CA 91762 & Test pumping — Contract Multiple Wells on -going Colleagues Brush, Bail, Airburst, Annual Water George Mulligan / 2100 Olsen Road Chemical Treatment, Contract District 805-526-9323 Thousand Oaks, CA 91360 & Test pumping — Multiple Wells on -going San Antonio Brush, Bail, Airburst, Annual Water Charles Moorrees / 139 North Euclid Ave Chemical Treatment, Contract Company p y 909 982-4107 Upland, CA 91786 & Test pumping — Multiple Wells on -going Victorville Brush, Bail, Airburst, Annual Water Arnold Villarreal / 17185 Yuma Street Chemical Treatment, Contract District 760-955-2993 Victorville, CA 92395 & Test pumping — Multiple Wells on -going Brush, Bail, Airburst, City of Mark Wiley / 1370 North Benson Ave Chemical Treatment, Annual Upland 909-931-4245 Upland, CA 91786 & Test pumping — Contract Multiple Wells on -going City of Vernon November 16, 2009 Page 4 Job Title Name Percent of Time Allocated to this Project Project Manager/Hydrogeologist Geoffrey A. Bates, P.G. 30 Director of Engineering Michael Bodart 5 Project Manager/Application Engineer Matthew Hinson 5 Operations Manager Fernando Munoz 20 Administrative Assistant Soraya Mejia 20 Owner / President William Tweed 5 Application Engineer Julio Martinez 20 Name Specialized Education Geoffrey A. Bates, P.G. Well and Pump System Specialist Michael Bodart Well and Pump System Specialist Matthew Hinson Application Engineer and Pump Specialist Fernando Munoz Crew and Field Coordinator John Lincoln Safety and Field Coordinator Soraya Mejia Project Assistant William Tweed System and Mechanical Engineer Julio Martinez Application Engineer Name . Years of Experience in Well Rehabilitation / Repairs Geoffrey A. Bates, P.G. 16 Michael Bodart 25 Matthew Hinson 20 Fernando Munoz 20 John Lincoln 22 Soraya Mejia 2 William Tweed 28 Julio Martinez 4 CIW. r i P ' SCHEDULE OF WORK City of Vernon November 16, 2009 Page 5 Item No. Description - Well Redevelopment # of Work Days 1 Perform downhole video of the well 1 2 Mobilization - Mobilize and Demobilize of men and equipment to the project 1 site to include all bonds and insurance costs Wire brush - Perforated wire brushing of the well screen zones between 400 and 1,020 feet. Due to the length of the well screen, 1-new brush will be used 3 between 400 and 800-feet and 1-new brush will be used between 800 and 3 1,020-feet. During brushing mix into the well 800 pounds of Sulfamic acid and 75 pounds of rock salt Bailing and Removal - Approximately 100-feet of sediment, material will be 4 removed from the site and properly disposed - Contractor is responsible for 1 proper disposal, permits and fees 5 Re -video well to inspect casing interior 1 6 Set-up and perform dual shot of Sonar Jet in the well 1 t t ii Perform acid treatment of the well that will include swa1) Ann D�:.lr, ,11 �,Vvv Sallull� 7 of HCl, 55 gallons of NW-310, 55 gallons of Glycolic Acid. Swab into the well 2 in 20-foot zones (423-460, 623-823, 865-1004 bgs) Set-up and perform 10-foot dual swab airlift of the well perforations to removed 8 material loosened by Sonar Jet and to clear the perforations - assume 30-hours 4 of "Active" airlift work which is defined as actual time airlift pumping is being performed 9 Deliver, remove and clean -out 20,000 gallon surface storage tanks, coupled 1 together at the bottom and shutoff valve to the outlet Discharge Piping and pump to transfer water from the tank manifold to the 10 nearest discharge point - assume 700-feet; includes all labor and materials for 0.5 this task Install an engine driven Test Pump - Producing 3,000 gpm at 500 feet TDH, 11 shall include all labor, fuel and charges; and include a discharge line with flow- 3 meter, gate valve, Rossum Sand Tester, 1-1/4-inch PVC from surface to the top of perforations; and poly airline to the top of the pump bowls 12 Redevelop - Redevelop well with test pump 5 Contract -and provide dye tracer testing, performed by Besst, Inc. to include 5- 13 each depth specific sample zones - this method is preferred due to the size of 1 the well casing diameter versus the test pump required Title 22 sampling to be performed by the contractor. The City will deliver the 14 pulled samples to Clinical Laboratory of San Bernardino for analysis. The City 1 will incur the cost of analysis. 15 Re -video well to inspect casing interior 1 City of Vernon November 16, 2009 Page 6 General Pump Company, Inc. appreciates the opportunity to assist the City of Vernon on the project. If GPC can be of further assistance of if the City would like to discuss this quote or look at other options, please give me a call or e-mail. Regards, GENERAL PUMP COMPANY, INC. Geoffrey A. Bates, R.G. Project Manager w9 Undrstnd.doc "ss;...:�;'�.:' li:_i__E1 c _'. id iii;�i!i: t..' ,. 91 tD ' i' 1`}01 Well No. 9 Bid Items Item No Description - Well Redevelopment PQuantity Units Unit Price Sub -Total 1 Perform downhole video of the well I LS $1,000.00 $1,000.00 Mobilization - Mobilize and Demobilize of men 2 and equipment to the project site to include all 1 LS $10,200.00 $10,200.00 bonds and insurance costs Wire brush - Perforated wire brushing of the well screen zones between 400 and 1,020 feet. Due to the length of the well screen, 1-new brush will be 3 used between 400 and 800-feet and I -new brush 30 Firs $ 262.63 $7,878.90 will be used between 800 and 1,020-feet. During brushing mix into the well 800 pounds of Sulfamic acid and 75 pounds of rock salt Bailing and Removal - Approximately 100-feet of 4 sediment, material will be removed from the site 100 Ft $ZO 72 $2,072.00 and properly disposed - Contractor is responsible for proper disposal, permits and fees 5 Re -video well to inspect casing interior I LS $1,000.00 $1,000.00 6 Set-up ep and perform dual shot of Sonar Jet in the 620 Ft $23.61 $14,638.20 well Perform acid treatment of the well that will include swabbing in 2,000 gallons of IICI, 55 7 gallons of NW-310, 55 gallons of Glycolic Acid. I LS $7,865.00 $7,865.00 Swab into the well in 20-foot zones (423-460, 623-823, 865-1004 bgs) Set-up and perform 10-foot dual swab airlift of the well perforations to removed material 8 loosened by Sonar Jet and to clear the perforations - assume 30-hours of "Active" airlift 30 lhs $491.20 $14,736.00 work which is defined as actual time airlift pumping is being performed Deliver, remove and clean -out 20,000 gallon 9 surface storage tanks, coupled together at the 2 Ea $5,069.00 $10,138.00 bottom and shutoff valve to the outlet Discharge Piping and pump to transfer water from 10 the tank manifold to the nearest discharge point - 700 Ft $3.05 $2,135.00 assume 700-feet; includes all labor and mateirals for this task Install an engine driven Test Patnp - Producing 3,000 gpm at 500 feet TDK shall include all labor, fuel and charges; and include a discharge 11 line with flowmeter, gate valve, Rossurn Sand 1 LS $12,180.00 $12,180.00 Tester, 1-1/4-inch PVC from surface to the top of perforations; and poly airline to the top of the pump bowls: Set pump at 400-feet 12 Redevelop - Redevelop well with test pump 60 I-Irs $299.00 $17,940.00 Contract and provide dye tracer testing, performed by Besst, Inc. to include 5-each depth 13 specific sample zones - this method is preferred 1 LS $19,600.00 $19,600.00 due to the size of the well casing diameter versus the test pump required Title 22 sampling to be perfonned by the contractor. The City will deliver the pulled 14 samples to Clinical Laboratory of Sari Bernardino 1 Ea $98.00 $98.00 for analysis. The City will incur the cost of analysis. 15 Re -video well to inspect casing interior 1 LS $1,000.00 $1,000.00 Total Bid Price for items 1 through 15 $122,481.10 EXHIBIT B EXHIBIT B FORM CHANGE ORDER Page 21 of 22 CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO PROJECT: REQUESTED BY: SUPPLEMENT NO. 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) I .. ......... .......... ........ ...... ...... ..... . $ Amount of This Change Order ......... $ Amount of Previous Change Orders ........ . .......... ...... . .... ...... ..... $ Total Change Orders I ...... ...... ........ ...... $ 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: Willard Yamaguchi, 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, exceptas 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: Project File/Contractor/Purchasing Page 22 of 22 Rev.03/10 Receive,, MAR 2 3 2010 CITYCLERK'S OFFICE STAFF REPORT COMMUNITY SERVICES & WATER DEPARTMENT BATE: March 2, 2010 Revised March 23, 2010 TO: Honorable Mayor and City Council �" 2✓�2 "` FROM: Samuel Kevin Wilson Director of Community Services & Water RE: General Pump Company — Smurfit Well No. 9 Agreement Recommendation The Department of Community Services and Water (Department) is seeking permission to move forward with the rehabilitation and test pumping of Well No. 9, located at 2001 57t' Street. The subject well was video logged and test pumped in 2008 by Richard Slade & Associates (Slade) in order to assess its condition and determine the feasibility of utilizing the former industrial well as potable water facility. Slade found the subject well was built using specifications similar to that of standard potable water well. The initial test pumping results identified levels of Volatile Organic Compounds (VOC) that exceed the established Maximum Containment Level (MCL). Thus, the VOC's would have to be removed from the water supply prior to delivering this water supply to the public for consumption. The Department contacted the Water Replenishment District (WRD) who has water remediation program available to water purveyors that reside in the Central Water Basin. The program, known as the Safe Drinking Water Program (SDWP), provides for the engineering, design, and construction of a treatment plant at no cost to the City. The City was approved for the treatment facility under the SDWP and WRD has selected a consulting firm, URS, to develop design specifications for the project. A meeting consisting of the WRD, URS, and the California Department of Public Health (CDPH) was held in to discuss the project in detail. The CDPH expressed concern that, although the initial test pumping performed by Slade indicated that the concentrations of perchlorate in the water supply were below the MCL, there are several locations inclose. proximity to the subject well known to have tested positive and exceeded the MCL for perchlorate including the former Vernon production Well 18. The CDPH also commented that the Slade video log indicated that the perforations on the subject well were plugged and that this may have prevented additional concentrations of perchlorate and/or other containments from entering the water supply during the initial test pumping. The CDPH directed the City to rehabilitate the subject well and test pump it to verify the condition of the groundwater supply. Once the condition has been confirmed, the CDPH will evaluate and make a recommendation based on their findings. The Department went out to bid to select a contractor with vast experience in well rehabilitation and test pumping methods to facilitate the extraction of the data requested by the CDPH. Two bids were received. in response to the subject work. General Pump Company's bid came in at $122,481.10 and was selected at the conclusion of the bid processbased on their competitive bid and industry reputation as a leader in well rehabilitation technology. South West Pump & Drilling's bid of $216,858.20 was exceedingly high and removed from contention. It' is my recommendation that the enclosed Services Agreement with General Pump Company, Inc., to rehabilitate and test pump Well No. 9 be approved by the Vernon City Council at the next meeting. The City Attorney's office has approved the Services Agreement to form. SKW/sr VED Enclosures MAR 2 3 2010 (1- s Wilson, Kevin From: Katrina Gonzales [KGonzales@rwglaw.com] Sent: Tuesday, March 23, 2010 3:49 PM To: Muro, Evangelina Cc: Wilson, Kevin; Gena Stinnett Subject: FW: Well No. 9 Staff Report Attachments: General Pump Agreement Smurfit Revised.doc Hi Eva, Attached is the updated staff report for the resolution approving the General Pump agreement for Well No. 9. Please include this version in the agenda packet. Thanks! Katrina -----Original Message ----- From: Wilson, Kevin[mailto:KWilson@ci.vernon.ca.us] Sent: Tuesday, March 23, 2010 3:46 PM To: Katrina Gonzales Subject: FW: Well No. 9 Staff Report Attached is the updated staff report that reflects the second bid that was received. From: Rigg, Scott Sent: Tuesday, March 23, 2010 10:32 AM To: Wilson, Kevin Subject: Well No. 9 Staff Report NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you. N1AR 9 2010 STAFF REPORT CITY CLERWS OFFICE COMMUNITY SERVICES & WATER DEPARTMENT DATE: March 2, 2010 TO: Honorable Mayor and City Council4d * FROM: Samuel Kevin Wilson, Director of Community Services & Water RE: GENERAL PUMP COMPANY — SMURFIT WELL NO. 9 AGREEMENT RECOMMENDATION The Department of Community Services and Water (Department) is seeking permission to move forward with the rehabilitation and test pumping of Well No. 9, located at 2001 57t Street. The subject well was video logged and test pumped in 2008 by Richard Slade & Associates (Slade) in order to assess its condition and determine the feasibility of utilizing the former industrial well as potable water facility. Slade found the subject well was built using specifications similar to that of standard potable water well. The initial test pumping results identified levels of Volatile Organic Compounds (VOC) that exceed the established Maximum Containment Level (MCL). Thus, the VOC's would have to be removed from the water supply prior to delivering this water supply to the public for consumption. The Department contacted the Water Replenishment District (WRD) who has water remediation program available to water purveyors that reside in the Central Water Basin. The program, known as the Safe Drinking Water Program (SDWP), provides for the engineering, design, and construction of a treatment plant at no cost to the City. The City was approved for the treatment facility under the SDWP and WRD has selected a consulting firm, URS, to develop design specifications for the project. A meeting consisting of the WRD, URS, and the California Department of Public Health (CDPH) was held in to discuss the project in detail. The CDPH expressed concern that, although the initial test pumping performed by Slade indicated that the concentrations of perchlorate in the water supply were below the MCL, there are several locations in close proximity to the subject well known to have tested positive and exceeded the MCL for perchlorate including the former Vernon production Well 18. The CDPH also commented that the Slade video log indicated that the perforations on the subject well were plugged and that this may have prevented additional concentrations of perchlorate and/or other containments from entering the water supply during the initial test pumping. The CDPH directed the City to rehabilitate the subject well and test pump it to verify the condition of the groundwater supply. Once the condition has been confirmed, the CDPH will evaluate and make a recommendation based on their findings. The Department went out to bid to select a contractor with vast experience in well rehabilitation and test pumping methods to facilitate the extraction of the data requested by the CDPH. General Pump Company, Inc. was selected at the conclusion of the bid process based on their competitive bid of $122,481.10 and industry reputation as a leader in well rehabilitation technology. It is my recommendation that the enclosed Services Agreement with General Pump Company, Inc., to rehabilitate and test pump Well No. 9 be approved by the Vernon City Council at the next meeting. The City Attorney's office has approved the Services Agreement as to form. r-� Y SKW/sr Enclosures MAR 0 4 2010 L-o..f OF VER uxoso � os SR sfVRLY ISOJ COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM A-6 TO: Donal O'Callaghan, City Administrator FROM: Samuel Kevin Wilson, Director of Community Services and Water DATE: March 2, 2010 4� SUBJECT: AGREEMENT FOR THE REHABILITATION OF WELL NO.9 The Department of Community Services and Water (Department) is seeking permission to move forward with the rehabilitation and test pumping of Well No. 9, located at 2001 57`i' Street. As you may recall, the Department has been directed by the California Department of Public Health (CDPH) to redevelop Well No. 9. The subject well was video logged and test pumped in 2008 by Richard Slade & Associates (Slade), LLC. The CDPH reviewed the results of the Slade report and noted that the perforations were plugged and therefore may not have accurately reflected the actual containment levels existing in the groundwater. The Department went out to bid to select a contractor with vast experience in well rehabilitation and testing pumping methodologies to facilitate the extraction of data requested by the CDPH. General Pump Company, Inc. was selected at the conclusion of the bid process based on their competitive bid and industry reputation as a leader in well rehabilitation technology. The CDPH will review the test pump data at the conclusion of the redevelopment and test pumping project to ascertain if they will grant approval to the City to move forward with the pump station and treatment plant project. A Staff Report is herein attached recommending that the enclosed Services Agreement with General Pump Company, Inc., to rehabilitate and test pump Well No. 9 be approved by City Council at the next meeting. The City Attorney's office has approved the Services Agreement as to form. Thank you. SKW/sr Enclosures MAR 9 2010 CITY CLERKS OFFICE 'C[lI V 1E,-�° MAR 0 4 2010 LAY: E� .may s , CITY ATTORNEY'S OFFICE MEMORANDUM TO: Samuel Kevin Wilson, Director of Community Services and Water FROM: Katrina C. Gonzales, Assistant City Attorney CC: Laurence S. Wiener, City Attorney Gena M. Stinnett, Assistant City Attorney DATE: February 22, 2010 SUBJECT: General Pump Agreement — Approved as to Form The City Attorney's office has reviewed the agreement between the City and General Pump Company, Inc. for the redevelopment and testing of Well No. 9 and has approved it as to form. 12720-0002\1209025v Ldoc nwuEIVED COMMUNITY-SERVICES y 7�7 - CITY O(F� VERNON T T '.�° APR 2 6 2010 S.?O�r.�l,M il.3. IT 1l '��ERVICES & WATER � 3 =:.dR ]DEP T :RT1�13-a"N ,"(i., �,���'i �v"� � 5 �9' �4 a CONTRACT CHANGE ORDER NO. 1 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS 011. PROJECT: Redevelopment and Testing of Well No. 9 P.O. NO. 0005332 TO: General Pump Company, Inc. 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_ Remove Line Item No. 1: The down -hole video of the well is not needed at this stage of the project. ($1,000.00 cost reduction). . - Line Item No. 10: An additional 400-feet of discharge piping is required to make the sewer connection due to a routing change. (Add $2,100.00 to cost). Line Item No. 13: A smaller pump will be installed allowing the contractor to use specialized tools to facilitate the project. ($9,560.00 cost reduction). Please refer to the attached General Pump Company quote, dated April 21, 2010. Resolution No. 2010-43 Contract Amount Base Bid) $ 122,481.10 Amount of This Change Order ............................................. $ -8,460.00 Amount of Previous Change Orders ....................................... $ ` 0- Total Change Orders ..................................................... $ -8 460.00 Modified Contract Amount ........... .... ... $ 114,021.10 .,. _ - -- - By reason of this change order the time of com letion will be adjusted as follows: Approved: R Bate: Y- 2 7 1 0 re r unity Ser es & Water Attest: Date: WilfAVVa ag6hi, City Clerk We, the undersigned Contractor, have given care fu nsideration 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: gonllo Contractor: —67A&Zz�►�! `'!� . By: ^� Title: a p Tom= c: rroject rrreiuontractorirurenasmg Rev. 03/10 pump PA 159 N. ACACIA STREET • SAN DIMAS, CA 91773 PHONE.,: (909) 599-9606 FAX: (909) 599-6238 WFLL & PUMP SERVICE SINCE 1952 Lic. #496765 April21, 2010 - City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: Scott Rigg - Water Operations Supervisor Re: Well Redevelopment and Testing — Smurfit Plant City Smurfit Well No. 9 GPC Job No.: It 182 General Pump Company, Inc. (GPC) is please to provide this Revision to the Well Redevelopment and Testing for City of Vernon (City) at Smurfit Well No. 9. Item Description - Well Redevelopment Quantity Units. Unit Price Sub -Total No. Perform downhole video- of the well - was 1 performed previously and will not be 1 LS $ - $ - performed as part of this work Mobilization - Mobilize and Demobilize of 2 men and equipment to the project site to T LS $ 10,200.00 $ 10,200.00 include all bonds and insurance costs - Complete Wire brush - Perforated wire brushing of the well screen zones between400 and 1,020 feet. Due to the length of the well screen, 1- 3 new brush will be used between 400 and 800- 30 Hrs $ 262.63 $ 7878.90 feet and 1-new brush will be used between- 800 and 1,020-feet. During brushing mix into the well 800 pounds of Sulfamic acid and 75 pounds of rock salt Bailing and Removal - Approximately 100- feet of sediment, material will be removed 4 from the site and properly disposed - 100 LF $ 20.72 $ 2,072.00 Contractor is responsible for proper disposal, permits and fees 5 -Re-video well to inspect casing interior ` 1 LS $ 1,000.00 $ 1,000.00 6 Set-up and perform dual shot of Sonar Jet in 620 Ft $ 23.61 $ 14,638.20 the well Perform acid treatment of the well that will include swabbing in 605 gallons of HCl, 110 7 gallons of Well Renew, 55 gallons of 1. LS $ 7,865.00 $ 7,865.00 Glycolic Acid. Swab into the well in 20-foot zones (423-460, 623-823, 865-1004 bgs) City of Vernon April 21, 2010 Page 2 . Set-up and perform 10-foot dual swab airlift of the well perforations to removed material 8 loosened by Sonar Jet and to clear the 30 Hxs $ 491.20 $ 14 736.00 ' perforations - assume 30-hours of "Active" airlift work which is defined as actual time airlift pumping is being performed Deliver, remove and clean -out 1 x 20,000 9 gallon surface storage tank and 800 gallon 2 Ea $` 5,069.00 $ 10,138.00 roll -off tan, coupled together using a transfer PUMP Discharge Piping and pump to transfer water 10 from the tank manifold to the nearest 700 Ft $ 3.05 $ 2,135.00 discharge point - assume:700-feet;, includes all labor and mateirals for this task Added Charge - Discharge Piping to transfer l0A water from the tank manifold to the nearest 400 Ft $ 5.25 $ 2,100:00 discharge point - add 400-feet of Rain 4 Rent alluminum piping Install an engine driven Test Pump - Producing 3,000 gpm at 500 feet TDH, shall include all labor, fuel and charges; and - 11 include a discharge line with flowineter, gate 1 LS $ 12,180.00 $ 12,180.00` valve, Rossum Sand Tester, 1-1/4-inch PVC from surface to the top of perforations; and poly airline to the top of the pump bowls: Set pump at 400-feet 12 Redevelop - Redevelop well with test pump 60 Hrs. $ 299.00 $ 17,940.00 Contract and provide dye tracer testing; performed by Besst, Inc. to include 5-each 13 depth specific sample zones - this method is 1 LS $ - $ - preferred due to the size of the well casing diameter versus the test pump required Modification to Line Item - Perform dynamcic testing of the weltusing tools - spinner survey. and SS depth specific thief sampler performed by Pacific Surveys 13A to include 5-each depth specificsample 1 LS $ 10,040.00 $ 10,040.00 zones, and Pacific Survey will return and perform a static spinner thorughout the well - this method is preferred due to the size of the well casing diameter versus the test pump required Title 22 sampling to be performed by the contractor. The City will deliver the pulled 14 samples to Clinical Laboratory.of San 1 Ea $ 98.00 $ 98.00 Bernardino for analysis. The City will incur the cost of analysis. 15 Re -video well to inspect casing interior I LS $ 1,000.00 $ 1,000.00 Total Bid Price for Items 1 through 15 $ 114021.10