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Resolution No. 2011-151RESOLUTION NO. 2011-151 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT WITH WEATHERPROOFING TECHNOLOGIES, INC. FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM WHEREAS, the City of Vernon ("City") is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City desires to obtain the services of a qualified contractor to repair water leakage to the east and west walls of the power plant control room (the "Services"); and WHEREAS, the Director of Light & Power has determined that Weatherproofing Technologies, Inc., a subsidiary of Tremco Incorporated ("Weatherproofing") is qualified and capable of providing the Services; and WHEREAS, by memo dated August 10, 2011, the Director of Light & Power recommends the City enter into an agreement setting forth the terms and conditions under which Weatherproofing will provide the Services (the "Agreement"); and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsections (b)(1) and (b)(7) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Weatherproofing to provide the specialized services required. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement with Weatherproofing, 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 the 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 instructs the Director of Light & Power, 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 the City Clerk's designee, to send a fully executed Agreement to: Weatherproofing Technologies, Inc. Attention: Lindsey Levanduski 3735 Green Rd. Beachwood, OH 44122 2 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 20th day of September, 2011. ATT ST: Willard G. Yam u�hi,/(Vity Clerk Name: Hila.r_o Gonzales Title: Mayor 3 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. 2011-151, 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 Tuesday, September 20, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this -)'-Y day of September, 2011, at Vernon, California. (SEAL) H 4 EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WEATHERPROOFING TECHNOLOGIES, INC., FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE Weatherproofing Technologies, Inc. a subsidiary of Tremco Incorporated Lindsey Levanduski Weatherproofing Technologies, Inc. 3735 Green Rd. Beachwood, OH 44122 Attention: Lindsey Levanduski Phone: (216) 766-5695 Facsimile: (866) 284-8970 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Jr., Director of Light & Power Telephone: (323) 583-8811 ext. 573 Facsimile: (323) 826-1408 August 1, 2011 As -described in Section 1 Total not to exceed $ 47,445.00 (includes all applicable sales tax); a-nd more particularly described in Exhibit B Retention Period: 3 Years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WEATHERPROOFING TECHNOLOGIES, INC., FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM THIS AGREEMENT is made and entered into as of _, 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Weatherproofing Technologies, Inc. ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain corrective services provided for the Light & Power Department, as more.fully set forth in the Scope of Services, atached hereto and incorported herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page and will continue in effect until termination by either party as set forth below. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall -for ail purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City'before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal -by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit ("Services")..Additional services -must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all tames faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably -satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times K observe and comply with all such ordinances, laws and regulations. City, and its City Council members, officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate -and Expenses shall constitute reimbursement of Contractor's fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including without limitation, all labor, materials, delivery, tax, assembly, and installation, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for Services and expenses. Invoices shall include the month for which the Services were provided, the -dates of such services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City --may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section, 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. -No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its City Council members, officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause. Contractor shall give thirty (30) days written notice of termination to City prior to terminating this Agreement. City may terminate this Agreement with no notice. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination on an hourly basis for Services rendered and Contractor shall submit an invoice to City as required under this Agreement. -Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. n (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that is owed to Contractor for the performance of the Services that have been requested pursuant to this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, privileged communications, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent ("Confidential Information"). City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfullyRnown by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; this Agreement; ii. is or becomes generally known to the. -public without violation of iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is -required to be disclosed pursuant to any court order or directive having the force of law. (c) Contractor acknowledges that City's attorney may be advising City on matters relating to the Services performed pursuant to this Agreement and such privileged communications may be disclosed to Contractor to accomplish the purpose for which the City's attorney was consulted. Contractor agrees that, even though such privileged communications may be disclosed to Contractor, the City continues to'be the holder of the privilege. Contractor agrees to treat such privileged communications as Confidential Information under this Agreement and to claim the privilege and refuse to disclose such communications until notified in writing by the City that the right to claim the privilege has been revoked. R (d) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its City Council members, officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising to the extent of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its City Council members, officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Section 14. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force -and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor.shall..at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of'Excess Laibility Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit. Each Excess Liability Insurance policy shall provide policy coverage and terms at least as broad as those required of the primary insuarance and shall provide that such Excess Liability C. Insurance policy will drop down and assume the underlying insurer's obligations and provide coverage in the event the underlying insurer becomes insolvent. (e) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (f) . Contractor shall require each of its sub -consultants or -sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (h) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate thisAgreementor, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy, showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the insurance ,policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager,,such certificate or certificates and a copy of the,policy declarations page for each policy. (j) All of the policies of insurance required by this Agreement shall contain (1) an endorsement naming the City, its City Council members, officers, officials, --employees, agents, and volunteers as additional insureds; provided, however, an endorsement naming4he City as an additional insured is not required for the Professional Liability Insurance policy, (2) an endorsement specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (k) The insurance provided by Contractor shall be primary to any -coverage available to City, and any insurance or self-insurance maintained byCity, its City Council members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its City Council members, officers, officials, employees, agents, and volunteers. (1) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the N deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitrator shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 17. Attorneys Fees. 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. Section 18. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to'itslaws regarding choice of applicable law. Section 19. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, -understandings and statements, written or oral. This Agreement may only be modified by a writing signed by both Parties. Section 20. Waiver. Thewaiver 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 21. Force Maieure. Neither party shall be considered in default of 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 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. Section 22. City Not.Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 26. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invaiid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind- Contract -or .to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. R IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and 1Tfemco h= Weatherproofing Technologies, Inc. a subsidiary of Tremeo Incorporated California municipal corporation By: HILARIO GONZALES Mayor ATTEST: By: WILLARD G. YAMAGUCHI, City Clerk APPROVED AS TO FORM: By: MIKE MONTGOMERY, Interim City Attorney `[i7 I � / By: Name: Title:tf_✓��i,�ff.2 EXHIBIT A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor: 1. Sand blast, and remove/scrape all loose and flaking paint from the wall areas as designated. Approximately 4 feet above the reglet on the areas of the East and West Bus room. This height would be slightly modified on the control room area. 2. Dry sack the wall to render older repair areas and other defective area sound for new coating system. 3. Once all preliminary work has been completed and all details addressed, seal concrete with a Tremco specified Bonding Agent.. 4. Bonding Agent shall be applied per manufacturer's recommendations over the entire wall area. 5. After appropriate set time for specified Bonding Agent, apply a light base coast of Wall Tite or Wall F to the walls to fill voids, eliminate bud holes and all other surface defects which will affect the performance of the proposed coating system. Note: Base coat is designed to restore wail to an As Built condition while providing the best foundation for any type of coating system. 6. Allow the base coat to set for 72 hours, then prime with Tremco's 100% acrylic Wall Tite primer. Note: Detail all cracks larger than 1/16th of an inch with a trowel grade acrylic mastic. Note: Cracks smaller than 1/16th of an inch will be detailed with a coat of Wall Tite. 7. Repair concrete wall areas with the appropriate materials. 8. Prime concrete with Primer #17 and Metal with Primer #6, prior to application of new Two part polyurethane sealent TremSeal HP. 9. Remove exisitng caulking material from reglet and install new TremSeal HP. Tool smooth. 10. Coat the wall area with Two coats of Wall Tite White at specified rates. Coating will be applied over primed wall area and over the sealent in the reglet. 11. Allow coating to cure, then inspect the wall and touch up any areas as directed by City and Tremco inspector. 12. Clean work areas and remove all debris from the project, this includes paint chips. 13. Remove loose and flaking paint around and improperly thru wall duct penetrations on East wall (West section). Reinforce flange and properly seal. 14. Cut open bottom of base flashing and allow water to drain (Western section — East wall). Reseal flashing with a five course or elastomeric mastic. 15. Dress reglet after repair to base flashing. 16. Seal approximately 5' of related duct seams. EXHIBIT B EXHIBIT B HOURLY RATE AND EXPENSES To perform work as outline in Exhibit A, including labor, tax and overhead, based on prevailing wage rate: East Side: $ 23,722.50 West Side: $ 23,722.50 East and West Sides Total Price: ($ 47,445.00) US Dollars. In Words: Forty-seven thousand four hundred forty-five dollars Attachment 1: Wall Condition Report Proposal 14 Wall Condition Report POWER PLANT CITY OF VERNON 2715 E. 50T" STREET VERNON, CALIFORNIA Mr. Juan Arellano City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 APRIL 2011 POWER PLANT POWER AND LIGHT DEPARTMENT CITY OF VERNON 2715 E. 50TH STREET VERNON, CALIFORNIA An inspection was made of the roof and wall area above the East and West bus room locations. This inspection was at the request of the City. Leakage has been reported along the walls in both the east and west locations. The initial inspection focused on the sealant used in the counterflashing system. This sealant material has been removed and re -caulked within the last 5 years. This sealant material appears to be in good condition with no voids or gaps noted. Additionally the flashing and roof membrane below the counterflashing system appear to be sound. Deficiencies in the membrane or the flashing were not found. Finally the wall area above the counterflashing system was inspected. Loose and flaking paint was observed in several locations on both the East and West areas. This flaking paint has pulled away from the structure and revealed the concrete wall area underneath. Additionally the flaking paint has acted like a funnel, guiding the water under the failing coating or textured paint system, past the counterflashing system and into the building area below. At the Control room area, a plastic tarp was laid across the roof, but the roof membrane looks good and there are no signs of any roof related defects. The wall area is not flashing and but several windows are open and according to those spoken to, they may have been open during the recent rains that we've had. This may have been the problem in this area. After speaking with those in the Control room area, no leakaged was reported in the Control at all. The building was painted with a textured paint system within the last 6 to 7 years. This wall treatment is starting to flake and peel. It should be also noted that it was highly recommended that an elastomeric coating system be applied over the extremely porous walls. At this point in time the leakage seems to be focused on the South side of the building. Short of removing all the textured paint from the South side of the building, it may be possible to remove the texture paint above the existing reglet. If the four or five feet above the reglet could be made watertight, than this may effect the integrity of the wall. To effect a positive seal it may be necessary to remove all the coating material from the stop of the counterflashing to just underneath the window system. These walls could be addressed with a bonding agent and seated with an elastomeric coating. Once this is done a color coat could be applied over the elastomeric base and top coat to match the existing color. Page 2 of 4 This method is not 100% guaranteed but if it is effective it will solve the problem for a fraction of the cost for removing all the textured paint and re -coating the entire South side. Prior to performing the recommended modified coating, that a few additional tests be conducted along with a detailed look at the entry points along the wall. The following is a point specific overview of the remedial wall repair that would be designed to waterproof the Southern wall of the Power Plant, above the East, West and Control Room Sections over the Lower roof. The extent of work has been reduced to an area extending above the existing reglet to an area just below the windows or approximately four feet above reglet. As this relates to the Lower roof, this would be the NoHch wall of the East West and Control Room sections. By addressing the wall area above the reglet it may be possible to produce a continual seal on the wall above the reglet and possibly create a break with the failed textured paint system above the reglet assembly. While this procedure will not waterproof the entire wall, it should be effective in eliminating most water infiltration over the most critical areas. This proposal will not address skylight leaks or roof related problems. Below is a brief scope of work to outline the wall waterproofing project. SCOPE OF WORK 1. Remove/scrape all loose and flaking paint from the wall area as designated. 2. Once the wall area is exposed and all loose and flaking paint has been removed, seal exposed concrete and bonded paint with a Tremco specified Banding Agent. 3. Bonding Agent shall be applied per manufacturer's recommendations over the entire wall area. 4. After appropriate set time for specified Bonding Agent, apply a light base coat to the walls to fill voids, eliminate bud holes and all other surface defects which will effect the performance of the proposed coating system. Note: Base coat is designed to restore walls to an As Built condition while providing the best foundation for any type of coating system. 5. Allow the base coat to set for 72 hours, then prime with Tremco's 100% acrylic Wall Tite primer. Note: Detail all cracks larger than 1/16th of an inch with a trowel grade acrylic mastic. Note: Cracks smaller than 1/16th of an inch will be detailed with a coat of Wall Tite. 6. Repair concrete wall areas with the appropraite materials.. 7. Prime concrete with Primer #1 and Metal with Primer #6, prior to application of new Two part polyurethane sealant TremSeal HP 8. Coat the wall area with Two coats of Wall Tite White and specified rates. Coating will be applied over primed wall area and over the sealant in the reglet. Page 3 of 4 9. Allow coating to cure, then inspect the wall and touch up any areas as directed by City and Tremco inspector. 10. Clean work areas and remove all debris from the project, this includes paint chips. 11. Remove loose and flaking paint around and improperly thru wall duct penetrations on East wall (West section). Reinforce flange and properly seal. 12. Cut open bottom of base flashing and allow water to drain (Western section - East wall). Reseal flashing with a five course of elastomeric mastic. 13. Dress reglet after repair to base flashing. 14. Seal approximately 5' of related duct seams. Page 4 of 4 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September21, 2011 Lindsey Levanduski Weatherproofing Technologies, Inc. 373-5 Green Rd. Beachwood, OH 44122 Re: Service Agreement for Power Plant Wall Leakage Dear Ms. Levanduski: The insurance requirements have been met. Transmitted herewith is a fully executed original agreement, approved by City Council on September 20, 2011, through Resolution No. 2011-151 If you have any questions regarding this matter, please call Carlos Fandino at 323/583-8811 ext. 834. Very ly yours, P IL ARD G. Y MA U HI City Clerk WGY:dj Enclosure c: Carlos Fandino Purchasing Department Resolution No. 2011-151 Agreement File No. I 1-105 E7,-chtsivefy Industriaf SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WEATHERPROOFING TECHNOLOGIES, INC., FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE Weatherproofing Technologies, Inc. a subsidiary of Tremco Incorporated Lindsey Levanduski Weatherproofing Technologies, Inc. 3735 Green Rd. Beachwood, OH 44122 Attention: Lindsey Levanduski Phone: (216) 766-5695 Facsimile: (866) 284-8970 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Jr., Director of Light & Power Telephone: (323) 583-8811 ext. 573 Facsimile: (323) 826-1408 August 1, 2011 As described in Section 1 Total not to exceed $ 47,445.00 (includes all applicable sales tax); and more particularly described in Exhibit B Retention Period: 3 Years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WEATHERPROOFING TECHNOLOGIES, INC., FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM THIS AGREEMENT is made and entered into as of September ZL, 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Weatherproofing Technologies, Inc. ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain corrective services provided for the Light & Power Department, as more fully set forth in the Scope of Services, atached hereto and incorported herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page and will continue in effect until termination by either party as set forth below. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City'before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times 2 observe and comply with all such ordinances, laws and regulations. City, and its City Council members, officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and Expenses shall constitute reimbursement of Contractor's fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including without limitation, all labor, materials, delivery, tax, assembly, and installation, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for Services and expenses. Invoices shall include the month for which the Services were provided, the dates of such services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its City Council members, officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause. Contractor shall give thirty (30) days written notice of termination to City prior to terminating this Agreement. City may terminate this Agreement with no notice. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination on an hourly basis for Services rendered and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. 51 (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that is owed to Contractor for the performance of the Services that have been requested pursuant to this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, privileged communications, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent ("Confidential Information"). City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) Contractor acknowledges that City's attorney may be advising City on matters relating to the Services performed pursuant to this Agreement and such privileged communications may be disclosed to Contractor to accomplish the purpose for which the City's attorney was consulted. Contractor agrees that, even though such privileged communications may be disclosed to Contractor, the City continues to be the holder of the privilege. Contractor agrees to treat such privileged communications as Confidential Information under this Agreement and to claim the privilege and refuse to disclose such communications until notified in writing by the City that the right to claim the privilege has been revoked. G� (d) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its City Council members, officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising to the extent of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its City Council members, officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Section 14. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Excess Laibility Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit. Each Excess Liability Insurance policy shall provide policy coverage and terms at least as broad as those required of the primary insuarance and shall provide that such Excess Liability Insurance policy will drop down and assume the underlying insurer's obligations and provide coverage in the event the underlying insurer becomes insolvent. (e) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (f) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (h) 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. W At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy, showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. (j) All of the policies of insurance required by this Agreement shall contain (1) an endorsement naming the City, its City Council members, officers, officials, employees, agents, and volunteers as additional insureds; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy, (2) an endorsement specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (k) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its City Council members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its City Council members, officers, officials, employees, agents, and volunteers. (1) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the 7 deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitrator shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 17. Attorneys Fees. 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. Section 18. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 19. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified by a writing signed by both Parties. Section 20. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have 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 21. Force Maieure. Neither party shall be considered in default of 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 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 n 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. Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 26. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. 9 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and 'Terrrco-I -- Weatherproofing Technologies, Inc. California municipal corporation a subsidiary of Tremco incorporated By: HILARIO GJONZALI=S Mayor ATTEST: M APPROVED AS TO FORM: By: MI O TGOMERY, Interim Attorney _ yx �..' .1�1 By: Name: Title: aSL("C'e"Z 10 EXHIBIT A EXHIBIT A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor: 1. Sand blast, and remove/scrape all loose and flaking paint from the wall areas as designated. Approximately 4 feet above the reglet on the areas of the East and West Bus room. This height would be slightly modified on the control room area. 2. Dry sack the wall to render older repair areas and other defective area sound for new coating system. 3. Once all preliminary work has been completed and all details addressed, seal concrete with a Tremco specified Bonding Agent. 4. Bonding Agent shall be applied per manufacturer's recommendations over the entire wall area. 5. After appropriate set time for specified Bonding Agent, apply a light base coast of Wall Tite or Wall F to the walls to fill voids, eliminate bud holes and all other surface defects which will affect the performance of the proposed coating system. Note: Base coat is designed to restore wall to an As Built condition while providing the best foundation for any type of coating system. 6. Allow the base coat to set for 72 hours, then prime with Tremco's 100% acrylic Wall Tite primer. Note: Detail all cracks larger than 1/16th of an inch with a trowel grade acrylic mastic. Note: Cracks smaller than 1/16th of an inch will be detailed with a coat of Wall Tite. 7. Repair concrete wall areas with the appropriate materials. 8. Prime concrete with Primer #17 and Metal with Primer #6, prior to application of new Two part polyurethane sealent TremSeal HP. 9. Remove exisitng caulking material from reglet and install new TremSeal HP. Tool smooth. 10. Coat the wall area with Two coats of Wall Tite White at specified rates. Coating will be applied over primed wall area and over the sealent in the reglet. 11. Allow coating to cure, then inspect the wall and touch up any areas as directed by City and Tremco inspector. 12. Clean work areas and remove all debris from the project, this includes paint chips. 13. Remove loose and flaking paint around and improperly thru wall duct penetrations on East wall (West section). Reinforce flange and properly seal. 14. Cut open bottom of base flashing and allow water to drain (Western section — East wall). Reseal flashing with a five course or elastomeric mastic. 15. Dress reglet after repair to base flashing. 16. Seal approximately 5' of related duct seams. EXHIBIT B EXHIBIT B HOURLY RATE AND EXPENSES To perform work as outline in Exhibit A, including labor, tax and overhead, based on prevailing wage rate: East Side: $ 23,722.50 West Side: $ 23,722.50 East and West Sides Total Price: ($ 47,445.00) US Dollars. In Words: Forty-seven thousand four hundred forty-five dollars Attachment 1: Wall Condition Report Proposal 14 Wall Condition Report POWER PLANT CITY OF VERNON 2715 E. 50T" STREET VERNON, CALIFORNIA Mr. Juan Arellano City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 l-la Lw11T1lk' POWER PLANT POWER AND LIGHT DEPARTMENT CITY OF VERNON 271 S E. 50TH STREET VERNON. CALIFORNIA An inspection was made of the roof and wall area above the East and West bus room locations. This inspection was at the request of the City. Leakage has been reported along the walls in both the east and west locations. The initial inspection focused on the sealant used in the counterflashing system. This sealant material has been removed and re -caulked within the last 5 years. This sealant material appears to be in good condition with no voids or gaps noted. Additionally the flashing and roof membrane below the counterflashing system appear to be sound. Deficiencies in the membrane or the flashing were not found. Finally the wall area above the counterflashing system was inspected. Loose and flaking paint was observed in several locations on both the East and West areas. This flaking paint has pulled away from the structure and revealed the concrete wall area underneath. Additionally the flaking paint has acted like a funnel, guiding the water under the failing coating or textured paint system, past the counterflashing system and into the building area below. At the Control room area, a plastic tarp was laid across the roof, but the roof membrane looks good and there are no signs of any roof related defects. The wall area is not flashing and but several windows are open and according to those spoken to, they may have been open during the recent rains that we've had. This may have been the problem in this area. After speaking with those in the Control room area, no leakaged was reported in the Control at all. The building was painted with a textured paint system within the last 6 to 7 years. This wall treatment is starting to flake and peel. It should be also noted that it was highly recommended that an elastomeric coating system be applied over the extremely porous walls. At this point in time the leakage seems to be focused on the South side of the building. Short of removing all the textured paint from the South side of the building, it may be possible to remove the texture paint above the existing reglet. If the four or five feet above the reglet could be made watertight, than this may effect the integrity of the wall. To effect a positive seal it may be necessary to remove all the coating material from the stop of the counterflashing to just underneath the window system. These walls could be addressed with a bonding agent and sealed with an elastomeric coating. Once this is done a color coat could be applied over the elastomeric base and top coat to match the existing color. Page 2 of 4 This method is not 100% guaranteed but if it is effective it will solve the problem for a fraction of the cost for removing all the textured paint and re -coating the entire South side. Prior to performing the recommended modified coating, that a few additional tests be conducted along with a detailed look at the entry points along the wall. The following is a point specific overview of the remedial wall repair that would be designed to waterproof the Southern wall of the Power Plant, above the East, West and Control Room Sections over the Lower roof. The extent of work has been reduced to an area extending above the existing reglet to an area just below the windows or approximately four feet above reglet. As this relates to the Lower roof, this would be the North wall of the East West and Control Room sections. By addressing the wall area above the reglet it may be possible to produce a continual seal on the wall above the reglet and possibly create a break with the failed textured paint system above the reglet assembly. While this procedure will not waterproof the entire wall, it should be effective in eliminating most water infiltration over the most critical areas. This proposal will not address skylight leaks or roof related problems. Below is a brief scope of work to outline the wall waterproofing project. SCOPE OF WORK 1. Remove/scrape all loose and flaking paint from the wall area as designated. 2. Once the wall area is exposed and all loose and flaking paint has been removed, seal exposed concrete and bonded paint with a Tremco specified Bonding Agent. 3. Bonding Agent shall be applied per manufacturer's recommendations over the entire wall area. 4. After appropriate set time for specified Bonding Agent, apply a light base coat to the walls to fill voids, eliminate bud holes and all other surface defects which will effect the performance of the proposed coating system. Note: Base coat is designed to restore walls to an As Built condition while providing the best foundation for any type of coating system. 5. Allow the base coat to set for 72 hours, then prime with Tremco's 100% acrylic Wall Tite primer. Note: Detail all cracks larger than 1/16th of an inch with a trowel grade acrylic mastic. Note: Cracks smaller than 1/16th of an inch will be detailed with a coat of Wall Tite. 6. Repair concrete wall areas with the appropraite materials.. 7. Prime concrete with Primer #1 and Metal with Primer #6, prior to application of new Two part polyurethane sealant TremSeal HP 8. Coat the wall area with Two coats of Wall Tite White and specified rates. Coating will be applied over primed wall area and over the sealant in the reglet. Page 3 of 4 9. Allow coating to cure, then inspect the wall and touch up any areas as directed by City and Tremco inspector. 10. Clean work areas and remove all debris from the project, this includes paint chips. 11. Remove loose and flaking paint around and improperly thru wall duct penetrations on East wall (West section). Reinforce flange and properly seal. 12. Cut open bottom of base flashing and allow water to drain (Western section - East wall). Reseal flashing with a five course of elastomeric mastic. 13. Dress reglet after repair to base flashing. 14. Seal approximately 5' of related duct seams. Page 4 of 4 ,� pF VER RECEIVED V~�• 4 ,o �p4. RECEIVE® AUG 2 5 2011 AUG 2 9 2011 tG��VElYfN�J�R CITY ADMINISTRATION Cmr CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: August 25, 2011 TO: Honorable Mayor and City Council FROM: Carlos Fandino Director of Light & Power RE: Weatherproofing Technologies, Inc. — Service Agreement The Light & Power Department would like to engage Weatherproofing Technologies, Inc. (WTI) to provide their services to remedy the water leakage in and along the walls in both east and west locations of the power plant control room. The proposal total cost is in the amount not -to -exceed $47,445.00. The existing agreement covers only the roof system. WTI is qualified and capable of furnishing the labor and expertise necessary to perform the additional services needed. A service agreement has been prepared under which WTI will provide the services. The service agreement has been approved as to form by the City Attorney's Office. Please see attachment. Recommendation: It is recommended that the City Council approve the attached Service Agreement with Weatherproofing Technologies, Inc. for the amount not -to -exceed $47,445.00. Fiscal Impact: It is anticipated the cost of these services will not exceed $47,445.00. CF:jv Attachment RECEIVED AUG 2 2 2011 CiTy CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: August 10, 2011 TO: Honorable Mayor and City Council FROM: Carlos Fandino, Director of Light & Power V "' RE: Weatherproofing Technologies, Inc. — Service Agreement AUG 1 1 2011 CITY ADMINISTRATION The Light & Power Department would like to engage Weatherproofing Technologies, Inc. (WTI) to provide their services to remedy the water leakage along the walls in both east and west locations of the power plant control room. The proposal total cost is in the amount not -to -exceed $47,445.00. WTI is qualified and capable of furnishing the labor and expertise necessary to perform the services needed. A service agreement has been prepared under which WTI will provide the services. The service agreement has been approved as to form by the City Attorney's Office. Please see attachment. Recommendation: It is recommended that the City Council approve the attached Service Agreement with Weatherproofing Technologies, Inc. at the September 6, 2011 City Council meeting for the amount not -to -exceed $47,445.00. Fiscal Impact: It is anticipated the cost of these services will not exceed $47,445.00. CF:jv Attachment CITY ATTORNEY'S OFFICE INTER -DEPARTMENT MEMORANDUM DATE: July 18, 2011 TO: Javier Valdez, Business & accounts Supervisor FROM: Mike Montgomery, Interim City Attorney,,/ RE: Weather Proofing Technologies, Inc. YV I have received and reviewed the Memorandum dated July 11, 2011, and the attachments thereto. The services agreement for the leakage to the east and west wall in the power plant control room is approved as to form. MM:em Enclosures SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WEATHERPROOFING TECHNOLOGIES, INC., FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: COVER PAGE Weatherproofing Technologies, Inc. a subsidiary of Tremco Incorporated Lindsey Levanduski Weatherproofing Technologies, Inc. 3735 Green Rd. Beachwood, OH 44122 Attention: Lindsey Levanduski Phone: (216) 766-5695 Facsimile: (866) 284-8970 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Jr., Director of Light & Power Telephone: (323) 583-8811 ext. 573 Facsimile: (323) 826-1408 August 1, 2011 As described in Section 1 Total not to exceed $ 47,445.00 (includes all applicable sales tax); and more particularly described in Exhibit B Retention Period: 3 Years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WEATHERPROOFING TECHNOLOGIES, INC., FOR THE LEAKAGE TO THE EAST AND WEST WALL IN THE POWER PLANT CONTROL ROOM THIS AGREEMENT is made and entered into as of , 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Weatherproofing Technologies, Inc. ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain corrective services provided for the Light & Power Department, as more fully set forth in the Scope of Services, atached hereto and incorported herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page and will continue in effect until termination by either party as set forth below. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times 2 observe and comply with all such ordinances, laws and regulations. City, and its City Council members, officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and Expenses shall constitute reimbursement of Contractor's fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including without limitation, all labor, materials, delivery, tax, assembly, and installation, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for Services and expenses. Invoices shall include the month for which the Services were provided, the dates of such services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its City Council members, officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause. Contractor shall give thirty (30) days written notice of termination to City prior to terminating this Agreement. City may terminate this Agreement with no notice. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination on an hourly basis for Services rendered and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly.and systematic termination of Contractor's duties and activities hereunder. 12 (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that is owed to Contractor for the performance of the Services that have been requested pursuant to this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, privileged communications, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent ("Confidential Information"). City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) Contractor acknowledges that City's attorney may be advising City on matters relating to the Services performed pursuant to this Agreement and such privileged communications may be disclosed to Contractor to accomplish the purpose for which the City's attorney was consulted. Contractor agrees that, even though such privileged communications may be disclosed to Contractor, the City continues to be the holder of the privilege. Contractor agrees to treat such privileged communications as Confidential Information under this Agreement and to claim the privilege and refuse to disclose such communications until notified in writing by the City that the right to claim the privilege has been revoked. 5 (d) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its City Council members, officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising to the extent of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of�City, its City Council members, officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Section 14. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Excess Laibility Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit. Each Excess Liability Insurance policy shall provide policy coverage and terms at least as broad as those required of the primary insuarance and shall provide that such Excess Liability 9 Insurance policy will drop down and assume the underlying insurer's obligations and provide coverage in the event the underlying insurer becomes insolvent. (e) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (f) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (h) 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. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy, showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. Q) All of the policies of insurance required by this Agreement shall contain (1) an endorsement naming the City, its City Council members, officers, officials, employees, agents, and volunteers as additional insureds; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy, (2) an endorsement specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (k) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its City Council members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its City Council members, officers, officials, employees, agents, and volunteers. (1) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the 7 deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitrator shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 17. Attorneys Fees. 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. Section 18. Governing Law, This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 19. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified by a writing signed by both Parties. Section 20. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have 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 21. Force Maieure. Neither party shall be considered in default of 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 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 E: 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. Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 26. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. E IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and Weatherproofing Technologies, Inc. California municipal corporation 0 HILARIO GONZALES Name: Mayor Title: ATTEST: M WILLARD G. YAMAGUCHI, City Clerk APPROVED AS TO FORM: LIM MIKE MONTGOMERY, Interim City Attorney In Name: Title: 10 EXHIBIT A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor 1. Sand blast, and remove/scrape all loose and flaking paint from the wall areas as designated. Approximately 4 feet above the reglet on the areas of the East and West Bus room. This height would be slightly modified on the control room area. 2. Dry sack the wall to render older repair areas and other defective area sound for new coating system. 3. Once all preliminary work has been completed and all details addressed, seal concrete with a Tremco specified Bonding Agent. 4. Bonding Agent shall be applied per manufacturer's recommendations over the entire wall area. 5. After appropriate set time for specified Bonding Agent, apply a light base coast of Wall Tite or Wall F to the walls to fill voids, eliminate bud holes and all other surface defects which will affect the performance of the proposed coating system. Note: Base coat is designed to restore wall to an As Built condition while providing the best foundation for any type of coating system. 6. Allow the base coat to set for 72 hours, then prime with Tremco's 100% acrylic Wall Tite primer. Note: Detail all cracks larger than 1116"' of an inch with a trowel grade acrylic mastic. Note: Cracks smaller than 1/161" of an inch will be detailed with a coat of Wall Tite. 7. Repair concrete wall areas with the appropriate materials. 8. Prime concrete with Primer #17 and Metal with Primer #6, prior to application of new Two part polyurethane sealent TremSeal HP. 9. Remove exisitng caulking material from reglet and install new TremSeal HP. Tool smooth. 10. Coat the wall area with Two coats of Wall Tite White at specified rates. Coating will be applied over primed wall area and over the sealent in the reglet. 11. Allow coating to cure, then inspect the wall and touch up any areas as directed by City and Tremco inspector. 12. Clean work areas and remove all debris from the project, this includes paint chips. 11 13. Remove loose and flaking paint around and improperly thru wall duct penetrations on East wall (West section). Reinforce flange and properly seal. 14. Cut open bottom of base flashing and allow water to drain (Western section — East wall). Reseal flashing with a five course or elastomeric mastic. 15. Dress reglet after repair to base flashing. 16. Seal approximately 5' of related duct seams. 12 EXHIBIT B HOURLY RATE AND EXPENSES To perform work as outline in Exhibit A, including labor, tax and overhead, based on prevailing wage rate: East Side: $ 23,722.50 West Side: $ 23,722.50 East and West Sides Total Price: ($ 47,445.00 ) US Dollars. In Words: Forty-seven thousand four hundred forty-five dollars 13 Attachment 1: Wall Condition Report Proposal 14 tremcare- TREMCAREO PLATINUM SERVICE AGREEMENT SERVICE AGREEMENT NO: OWNER: ADDRESS: BUILDING DESCRIPTION: ADDRESS: ROOF AREA: ROOF SECTIONS: ROOFING SYSTEM TYPE: SERVICE AGREEMENT PRICE: EFFECTIVE DATE OF SERVICE AGREEMENT: 126437 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Power Plant: - Control Room & KB Bus Roofs - Engine Room Roof - Muffler Deck Roof 2715 East 50th Street Vernon, CA 90058 36,641 Square Feet 5 Tremco Cold Process with Granules $12,537.00 / Lump Sum Date WTI signs this agreement (Page 5) Weatherproofing Technologies, Inc. ("WTI"), a subsidiary of Tremco Incorporated, and the above -named Owner hereby agree that subject to the terms, conditions and limitations stated herein, WTI will provide the Owner with services on the Roofing System ("RS") as identified herein (collectively "Services") for a period of 5 years (the "Term"). At the end of the Term, the Agreement will automatically terminate, unless extended in writing by WTI. For purposes of this Agreement, IRS is defined as the external portions of the roof surface at the above facility, including the membrane, flashings and termination details. In the event the actual square footage or the number of roof sections as determined by WTI during its first inspection exceed the approximations listed above by more than ten (10) percent, WTI reserves the right to increase the Service Agreement Price to reflect the additional work necessary to perform the Services. A. INSPECTIONS, PREVENTIVE MAINTENANCE AND HOUSEKEEPING The Services under this Agreement are designed to assist the Owner in protecting, maintaining and extending the useful life of its RS. Services include leak repairs (unless excluded as referenced in Sections D and F), roof inspections, preventive maintenance and general housekeeping which will be delivered on an annual basis during the term of this Agreement on a schedule to be agreed upon by WTI and the Owner. 1 of 5 WEATHERPROOFING ® TECHNOLOGIES, INC. a sub'idiar} of Tremro Irrrorporuted Weatherproofing Technologies, Inc. 3735 Green Road 9 Beachwood, Ohio 44122 9 216-292-5000 1. Roof Inspections A. Roof Inspections consist of the following: Visual inspection of the roof membrane and roof surface conditions. • Inspection of the flashing systems including, but not limited to, the metal edge system, base flashings on equipment and adjoining walls, counterflashing and termination details, soil stacks and vents, and inspection of roofing details for rooftop projections and equipment such as pitch pans, HVAC equipment, skylights and access hatches. B. Roof Inspections do not include: Inspection for internal or latent water damage or mold growth. Detection or identification of mold or other latent conditions. 2. Preventive Maintenance (NOTE: Preventive does not include extensive repairs or restoration of a deteriorated roof intended to improve its condition to a maintainable roof. If such extensive repairs are necessary, you will be made aware of what is needed to be done to bring the individual roof to a maintainable condition.) A. Preventive Maintenance consists of the following repairs and maintenance: • Flashing components and details — Patch minor flashing defects and kick holes, reinforce open flashing laps, seal open metal edge laps and open flanges within reason, seal open coping joints, seal expansion joint laps, re -secure and/or seal intermittent fasteners that have backed out, refill pitch pans, caulk storm collars and reseal intermittent voids in termination bar and counterflashing. • Roof membrane — Repair intermittent splits, tears, open laps and breaks in the membrane. If extensive repairs are required, Owner will be advised. Patch any fractured blisters or those in danger of fracture due to traffic. If extensive repairs are required, owner will be advised. Drains, Gutters and Scuppers — Tighten drain bolts and clamping rings (if possible). Owner will be advised of missing drain strainers. Repair strip -in around drains and scuppers, re -secure gutters and seal open gutter joints. B. Preventive Maintenance does not include: • Repairs or maintenance of any building component other than the RS. • Remediation, detection or abatement of mold. Recoating or other significant repair to, or replacement of, the roof membrane. 3. General Rooftop Housekeeping A. General Rooftop Housekeeping consists of the following: • Removal of debris (i.e., leaves, branches, paper and similar items) from the roof membrane and drainage areas. Disposal of debris will be at the Owner's approved on -site location. B. General rooftop housekeeping does not include removal of obsolete HVAC components, any construction materials left by other trades and other equipment left on the roof. The Services do not include extensive repairs, restoration or replacement of a deteriorated roof, such as recoating or resurfacing of the flood coat or the reflective coat of the IRS. If such steps are necessary, WTI will notify the Owner with recommendations to replace or bring the roof to a maintainable condition, as appropriate. Major roof repairs and replacements are within the product and service offerings Tremco and its affiliated companies provide, and can be arranged under separate contract with WTI, but are not included in the Service Agreement Price. 2 of 5 B. ROOF INSPECTION REPORTING WTI will provide the Owner with reports from the roof inspections performed under this Agreement. The reports will be provided through OLIO (on-line information database), which the Owner and its authorized representatives can access as described herein. The data available on the OLIO Web -based application is accessible through the following minimum requirements: Windows operating system (98 second edition or later), Pentium III processor, 128 MB RAM, MS Internet Explorer version 5.5 or more recent, and high-speed internet access (DSL, cable modem, etc.). Use of OLIO is subject to an on-line OLIO License Agreement, the terms and conditions of which are incorporated herein by reference and available upon request. The data available on the OLIO Windows -based application is accessible through the following minimum requirements: Windows operating system (XP or later), Pentium III processor, 256 MB RAM, 250 MB free hard drive space and high-speed internet access (DSL, cable modem, etc.). Use of OLIO is subject to an on-line OLI® License Agreement, the terms and conditions of which are incorporated herein by reference and available upon request. Roof inspection reports will not address the presence of water damage to the building or any building component other than the RS and will not address the presence of mold or other latent conditions. C. STORM REPORTS Upon notification and request by the Owner, WTI will provide one roof inspection and a corresponding report per year after a major storm at no additional charge to the Owner. In order to qualify for the no -charge inspection and report, the Owner must notify WTI of the storm within twenty-four hours of its occurrence. A no -charge storm inspection and report may, at WTI's option, be combined with the planned inspection(s) in the event a major storm occurs within sixty (60) days prior to the planned inspection. D. LEAK RESPONSE PROGRAM In the event of any leak through the RS, the Owner shall, within 24 hours of when a leak is or reasonably should have been discovered, call 1-800-5-TREMCO and report the roof leak, location, Owner's site contact representative, leak severity and any other information which may be reasonably requested by or useful to WTI in responding to the leak. WTI will, with 48 hours, respond to the reported leak to assist the Owner in identifying the source of the leak. The Owner agrees to provide WTI with access to the RS and all areas of the building necessary to access the RS. WTI reserves the right to charge Owner for responding to and inspecting building leaks that are not covered by this TremCare Agreement, including building leaks through windows, HVAC units, walls or other components unrelated to the RS, at WTI's standard rates then in effect and Owner agrees to pay such charges on a net 30 day basis from the date of invoice. If leaks have been reported through the above 1-800 number, a leak activity report is available to the Owner through OLI°. These reports will provide the following: 1. Overview of leak call. 2. Response time for each call. 3. Overview of work completed. 3of5 E. OWNER'S RESPONSIBILITIES The Services are meant to assist the Owner in monitoring its roofing assets. Services do not relieve the Owner of its own responsibilities for roof care and maintenance and to otherwise follow good roofing practices. Removal of chemical or other manufacturing or industrial pollution and discharge is the sole responsibility of the Owner and is expressly excluded from the Services under this Agreement. Additionally, if scheduled cleaning outlined in this Agreement is insufficient to maintain the roof integrity, the Owner will be notified and will be responsible for additional cleaning/inspections at Owner's cost. Owner agrees that all debris on or removed from the roof is the sole property of Owner and Owner shall have the sole responsibility for its proper disposal. Owner understands and agrees that WTI does not assume or accept ownership, possession or control of any part of the RS or the Owner's facility, all of which shall remain exclusively with the Owner. The Owner is solely responsible for all requirements imposed by any federal, state or local law, ordinance or regulation, third -party warranties, and for all repair, maintenance and other work relating to the RS and the Owner's facility, other than as expressly covered by this Agreement. The Owner shall at all times exercise reasonable care in the use and maintenance of the RS and otherwise follow good roofing practices. If the Owner does not immediately report leaks in accordance with the Section D of this Agreement, WTI has no responsibility to perform the Services described herein. In no event is WTI responsible for any repairs to any part of the Owner's building other than the RS as described herein. The liability and expense associated with such building repairs shall remain at all times with the Owner. Owner's failure to comply with its responsibilities under this Agreement shall constitute grounds for WTI's immediate termination of this Agreement upon written notice to Owner. F. SERVICE AGREEMENT EXCLUSIONS AND LIMITATIONS This Service Agreement excludes any repair of damage to the RS caused, in whole or in part, by any of the following: 1. Natural disasters/occurrences or Acts of God, including but not limited to, damage caused by lightning, hailstorms, floods, gale force winds (34 mph or greater), tornadoes, earthquakes, fire or animals. 2. Any intentional or negligent act on the part of the Owner or third party including, but not limited to, misuse or abuse of the RS, storage of or discharge of materials, chemicals or effluent on the roof, penetration of the RS, or failure to follow good roofing practices. 3. Faulty original construction or design of non-RS building components, including parapet walls, copings, chimneys, skylights, vents or roof deck. 4. Any condition in the RS not reasonably discoverable from WTI's initial visual inspection. 5. Building settlement, deterioration, cracking or failure of any component of the roof other than the RS, including but not limited to, water infiltration or condensation of moisture in, through or around walls, copings, underlying structure, hardware or equipment. G. OTHER TERMS WTI shall issue its invoice for the Service Agreement Price after Owner's return of the signed Agreement and Owner agrees to issue full payment within thirty (30) days of invoice. The Owner's rights under this Service Agreement are specific to the Owner and are not assignable or transferable without the express written permission of WTI. WTI reserves the right to withhold services and/or terminate this Agreement in the event WTI invoices for services are not timely paid in full. 4 of 5 Each party has the right to cancel this Agreement, with or without cause, upon thirty (30) days written notice to the other party. In the event of termination of this Agreement by WTI without cause, Owner may be eligible for a refund of a pro -rated portion of the Service Agreement Price paid to WTI. WTI will determine the amount of the refund, if any, by subtracting WTI's usual and customary charges for Services provided prior to termination (as of the date such Services were completed) from the Service Agreement Price received by WTI. WTI will be excused from performing under this Agreement if prevented or delayed by events not within its control, including, without limitation, events such as floods, fires, accidents, riots, explosions, governmental order, acts or omissions of contractors or other third parties and/or inability to access the RS. IN NO EVENT SHALL WTI OR ANY AFFILIATE BE LIABLE, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORY OF LIABILITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR DAMAGE TO THE OWNER'S BUILDING, CONTENTS OF THE BUILDING, LOSS OF PROFITS, LOSS OF RENTS, OR LOSS OF USE OF ANY EQUIPMENT OR PROPERTY. THE TOTAL AGGREGATE LIABILITY OF WTI OR ANY AFFILIATE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL NOT IN ANY EVENT EXCEED THE SERVICE AGREEMENT PRICE. THIS MAXIMUM LIABILITY SHALL BE PRO -RATED ON A STRAIGHT LINE BASIS OVER THE LIFE OF THE SERVICE AGREEMENT, AND SHALL NOT EXCEED SUCH PRO -RATED AMOUNT. THE OWNER HEREBY GIVES PERMISSION TO WTI AND ITS SUBCONTRACTORS TO INSPECT, MAINTAIN AND REPAIR THE IRS. UNDER NO CIRCUMSTANCE SHALL THE OWNER MAKE ANY CLAIM THAT THE PERFORMANCE OF THE SERVICES BY WTI OR ITS SUBCONTRACTORS HAS CAUSED ANY MANUFACTURER'S ROOFING SYSTEM WARRANTY TO BECOME VOID OR VOIDABLE AND SHALL DEFEND WTI AND ITS SUBCONTRACTORS FROM ANY SUCH CLAIM. This Agreement is the sole and exclusive agreement between the parties with regard to the Services and this document supercedes and replaces any prior verbal or written discussions, agreements or negotiations between them regarding the Services. Any disputes related to this Agreement shall be submitted to the exclusive jurisdiction of the state and/or federal courts of Cuyahoga County, Ohio and shall be governed by Ohio law, without regard to choice of law principles. The Owner and WTI hereby agree to the terms, conditions and limitations as set forth herein this Service Agreement. WEATHERPROOFING TECHNOLOGIES, INC. By: Title: Business Manager Date: January 13, 2009 5of5 CITY OF A Title: Director of Community Services & Water Date: February 9, 2009 XA TESLl�) L MANUELA GIRON, Ci Clerk CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: February 26, 2009 TO: Debby Nickens, Purchasing/Sr. Administrative Assistant FR M q Nelly Giron, City Clerk RE: Tremcare Platinum Service Agreement For your transmittal, is one fully executed original agreement, referenced above, that was approved by City Council on February 23, 2009. Thank you. NG : dj c: Dolores Jaunzemis S. Kevin Wilson Attachment TO: FROM: SUBJECT: INTEROFFICE MEMORANDUM JEFF HARRISON, CITY ATTORN L-1/ N(CIONJM 49J Ili DEBBY NICKENS, PURCHASING CITY ATTORNEY DEPT. WEATHERPROOFING TECHNOLOGIES, INC - TREMCARE PLATINUM SERVICE AGREEMENT DATE: 12/10/2008 Jeff; Attached you will find Weatherproofing Technologies, Inc., "Tremcare Platinum Service Agreement" covering a (5) year maintenance agreement for the roof at the Power Plant (now known as Station A). On March 8, 2008 Purchasing submitted Community Services Requisition #0001850, and the preliminary proposal to Finance for review and approval. Finance approval was granted on March 25, 2008, and purchase order #011.0001865 was issued to the vendor. When Purchasing contacted the vendor recently to inquire about the first invoice for services rendered, Darryl Hazelton (Sr. Field Advisor) advised that the attached agreement needed to be executed and returned to the company. Please review the attached, and if approved as to form, please forward to the City Clerk for submittal to the City Council for approval and authorization for Kevin Wilson to sign the agreement. Thank you Jeff. Debby Nickens Attachments