Resolution No. 2012-014RESOLUTION NO. 2012-14
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT WITH JM CREW, INC., D.B.A. RHINO
CONSTRUCTION SERVICES FOR ELECTRICAL WORK RELATED
TO THE LEONIS SUBSTATION 16KV ARC FLASH SAFETY
REMEDIATION PROJECT
WHEREAS, the City of Vernon ("City") is a chartered
municipal corporation of the State of California that owns and
operates a system for the generation, purchase, transmission,
distribution and sale of electric capacity and energy; and
WHEREAS, the City desires to obtain the services of a
qualified contractor to provide the labor, tools and materials
necessary to complete electrical work related to the Leonis Substation
16kv arc flash safety remediation project (the "Services"); and
WHEREAS, the Director of Light & Power has determined that
JM Crew, Inc., d.b.a. Rhino Construction Services ("Rhino
Construction") is qualified and capable of providing the Services; and
WHEREAS, by memo dated January 4, 2012, the Director of
Light & Power recommends the City enter into an agreement setting
forth the terms and conditions under which Rhino Construction will
provide the Services (the "Agreement"); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Rhino Construction to
provide the electrical work and specialized equipment required for the
Leonis Substation 16kv arc flash safety remediation project.
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 JM Crew, Inc., d.b.a. Rhino Construction
Services, 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 d: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed Agreement to Rhino Construction.
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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 17th day of January, 2012.
Name: William J. Davis
Title:.K'/ Mayor Pro-Tem
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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. 2012-14, 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, January 17, 2012, and thereafter was duly signed by
the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this /9 day of January, 2012, at Vernon, California.
(SEAL)
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EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC. DBA
RHINO CONSTRUCTION SERVICES FOR ELECTRICAL WORK RELATED TO LEONIS
SUBSTATION 16 KV ARC FLASH SAFETY REMEDIATION PROJECT
Name of Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
JM Crew, Inc. dba Rhino Construction
Services
Jennifer Megorden
JM Crew, Inc.
2672 Kempton Drive
Los Alamitos, California 90720
Attention: James Megorden
Phone: (562) 594-7466
Facsimile: (562) 594-7460
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1408
Within 7 days of the Notice to Proceed
5 Months from Notice to proceed, unless
extended pursuant to Section 1
Total not to exceed $295,000 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period 3 YEARS
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC.
DBA RHINO CONSTRUCTION SERVICES FOR ELECTRICAL WORK RELATED TO
LEONIS SUBSTATION 16 KV ARC FLASH SAFETY REMEDIATION PROJECT
THIS AGREEMENT is made as of January 17, 2012 (the "Effective Date"), by
and between the City of Vernon, a California charter City and California municipal corporation
("City"), and JM Crew, Inc. dba Rhino Construction Services, a California corporation
("Contractor").
RECITALS
A. City desires to have certain electrical engineering services provided as more fully
set forth in the Scope of Services, attached hereto and incorporated 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 shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any
services performed prior to the Effective Date listed above 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 under similar circumstances and in a manner reasonably satisfactory to
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
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this paragraph.
(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 and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement 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.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
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Section 8. 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 9. 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.
(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 10. 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 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 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
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(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 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.
(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 12. 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 would be paid to Contractor for the full performance of the
services required by 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 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. 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;
ii. 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) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for the Records Retention
Period designated on the Cover Page. City shall have access, without charge, during normal
business hours to such records, and the right to examine and audit the same and to make
copies and transcripts therefrom, and to inspect all program data, documents, proceedings and
activities.
Section 16. 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 17. Indemnification. Contractor will defend, indemnify, protect and hold
harmless City, its 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 out 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 officers, officials, employees, agents, or volunteers.
In addition to the foregoing, Contractor shall indemnify, defend and hold free and
harmless the City and the City's officers, officials, employees, agents, and volunteers from and
against any and all losses, liabilities, damages, costs and expenses, including reasonable
attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence or
willful misconduct of the Contractor, or any of the Contractor's officials, officers, agents,
employees or volunteers, in the performance of professional services pursuant to this
Agreement.
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.
Section 18. 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,
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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 worker§ 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 Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(f7 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+; VI in the latest
edition of Best's Insurance Guide.
(g) 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.
(h) 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. The policies of insurance required by this Agreement shall contain an additional insured
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
insuFed's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
(i) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, 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
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for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
0) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with.the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 23. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
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Section 24. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 25. 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. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 26. 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. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator 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 27. 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 28. 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 29. 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 in writing and signed by both Parties.
Section 30. 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
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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 31. 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 32. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 33. 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 — Vendor," 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 34. 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 35. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 36. 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 37. 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.
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Section 38. 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].
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter city and JM Crew, Inc., dba Rhino Construction
California municipal corporation Services, a California corporation
By: By: M' KAcoc'�-'
FD kY Mayor Pro -Tern AA. Mid nr.1PXl
Wi iiam Davis Name: h
Title: 1' r- i d e%k
ATTEST:
By:
Name: Aw
WILLARD YAMAGUCHI, City Clerk Title: V�7 &" P1zf--s1 a6�4T
APPROVED AS TO FORM:
WILLARD YAMAGUCHI,
79X1iDxM Chief Deputy City Attorney
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EXHIBIT A
SCOPE OF WORK
Contractor shall provide all labor, tools and materials necessary to install equipment pursuant to
this Scope of Work including the coordination for a complete installation of the Palsons
Electrical Engineering Services, Inc. ("Palsons") furnished protection equipment and panel
enclosures consisting of (7) panels with a total of (16) SEL 451 protective relays, (2) SEL 487E
relays for differential protection, (2) SEL RTAC control devices, (20) SEL push button operation
switches to complete the 16 KV Arc Flash Safety Remediation Project at the Leonis Substation.
Contractor shall coordinate delivering as build mark up drawings of all work involved. Contractor
shall install the protection equipment and panel enclosures using engineered drawings and
plans furnished by Palsons and approved by City of Vernon.
Contractor shall provide the following specific services at the Leonis Substation:
1. Provide and install new cable tray to match existing installed above existing cable tray on
stanchion extensions to match existing stanchions in the control building for installation of 16
KV protection wiring.
2. Provide labor to remove existing protection equipment in existing Control Building for new
panel installation. All wiring cut in the clear or removed as directed by City of Vernon.
3. Provide and install Non -Metallic cable trench arms to match existing in trench for 16 KV
protection wiring.
4. Receive and properly install (7) relay protection panels provided by Palsons Engineering
consisting of:
• (4) Panels with (3) SEL 451 relays (1) panel with (4) SEL 451 relays;
• (1) Panel with (2) SEL 487E relay and (2) SEL RTAC real time automation controller;
• (1) Panel with (20) SEL Push Button Control Switches with indication;
• ALL Panels will be furnished complete and tested with all wiring, test switches, and fuse
protection for relay operation by Palsons Engineering.
5. Provide and install (1) 12 conductor # 12 XHHW tray cable from each circuit breaker to new
relay protection panel relay for circuit breaker operation per drawings furnished by Palsons
Engineering.
6. Provide and install (1) 4 conductor # 10 from each circuit breaker to new relay protection
panel for current transformer indication per drawings furnished by Palsons Engineering.
7. Provide and install (2) 4 conductor # 10 interconnection wiring for relay protection voltage
indication per drawings furnished by Palsons Engineering.
8. Provide and install interconnection wiring for the #4 and #5 Capacitor Bank circuit breaker
operation and protection relays per drawings furnished by Palsons Engineering.
9. Provide and install interconnection wiring for the #4 and #5 Bank circuit breaker operation
and protection relays per drawings furnished by Palsons Engineering.
13
10. Provide and install interconnection wiring for Bus Tie Breaker, Bus Parallel Breaker and Bus
Differential operation and protection per drawings furnished by Palsons Engineering.
11. Provide and install interconnection wiring for # 4 and # 5 Bank Differential operation and
protection per drawings furnished by Palsons Engineering.
12. Provide and install TEMPORARY interconnection wiring for SEL push button operation
switches with status indication for the 66 KV Main and Reserve Bus Position Breakers per
drawings furnished by Palsons Engineering. This will accommodate removal of the existing
66 KV circuit breaker operation panels for installation of the 16 KV protection panels.
13. Co-ordinate all necessary outages with COV operations and maintenance personnel.
14. Provide and connect all integration wiring for AC/DC, breaker controls, inputs and outputs and
communication cables from RTAC to relays including digital and analog to interface terminal
blocks.
15. Provide and install necessary grounding for new relays, panels, exterior enclosure and
raceways.
16. Provide and install new 225 amp copper bus NEMA 3R DC distribution panel near 16 KV
rack with (6) 60 Amp DC breakers to match existing. Install new 2 conductor # 8 DC wiring
to existing 16 KV circuit breakers as directed by City of Vernon.
17. Provide and install necessary wiring, components, enclosure and fuses for DC voltage
source to new relay panels.
18. Provide and install necessary conduit, fittings and supports for cable entry into existing
circuit breakers.
19. Label all wire terminations
20. Perform device and wiring pretest.
21. Assist with acceptance testing.
22. Provide As -build Mark-up drawings for final CAD drawings by others.
Unless otherwise stated, Contractor shall provide all labor, material, equipment, products and
accessories required to perform the above -listed services.
14
Schedule of Work
Contractor shall perform the specific services described herein in accordance with the time
frame identified in the tables below or as otherwise requested by the City in writing.
Project Schedule Time Frame
. Schedule of Work
Month 1
Items 1, 3, 5, 6, 7, 16, 17
Month 2
Items 4, 5, 6, 7,10, 11, 12, 13, 18, 19
Month 3
Items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 18, 19
Month 4
Items 13, 14, 15, 16, 17, 18, 19
Month 5
Items 20, 21, 22
Warranty
Contractor warrants all equipment, products, materials and services furnished under this
Agreement to be suitable for their intended use, to be free from defects in their design,
materials, workmanship, and title, and to conform strictly to any specifications, drawings,
samples, or other inspection of the products, materials or services for a period of one year from
the date that the performance of the particular item of work is completed under this Agreement.
Contractor shall extend all warranties it receives from its vendors and/or the manufacturers of
the products purchased under this Agreement to City. This warranty is in addition to all
warranties provided under the law. Contractor warrants that title to the equipment, products and
materials purchased under this Agreement will pass to the City upon delivery to City premises,
free and clear of all liens, claims, security interests or encumbrances, and that no seller of any
equipment, products or materials, or any portion thereof, will retain an interest therein or an
encumbrance thereon.
15
I NMWW--lW.l
PAYMENT SCHEDULE
Contractor shall invoice City within thirty (30) days after performing the work for Services
provided under this Agreement.
Contractor shall invoice City for the "Billing Dollars" amount listed in the table below after
completing each Task listed in the table. Invoices shall include the date the Task was
completed.
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.
PROJECT DESCRIPTION: LEONIS SUBSTATION 16 KV ARC FLASH SAFETY REMEDIATION PROJECT
RHINO COST: 1 $295,000.00BILLING
PERCENTAGE
DOLBILLLAR3 ING
TASK DESCRIPTION
PAYMENT#1
33.39%
$98,500.00
Items 1, 3, 5, 6, 7, 16,17
PAYMENT#2
23.39%
$69,000.00
Items 4, 5, 6, 7,10, 11, 12, 13, 18, 19
PAYMENT#3
16.61%
$49,000.00
Items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 18, 19
PAYMENT #4
16.61%
$49,000.00
Items 13, 14, 15, 16, 17, 18, 19
PAYMENT #5
10.00%
29,500.00
Items 20, 21, 22
GRAND TOTAL
100.00%
$295,000.00
€3 ti r� 0 vykj
16
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 18, 2012
JM Crew, Inc. dba Rhino Construction
Attn: James Megorden
2672 Kempton Drive
Los Alamitos, CA 90720
Re: Electrical Work Related to Leonis Substation I&V Arc Flash Safety Remediation Project
Dear Mr. Megorden:
The insurance requirements have been met. Transmitted herewith is a fully executed agreement,
as referenced above, approved by City Council on January 17, 2012, through Resolution No.
2012-14.
If you have any questions regarding this matter, please call Mr. Carlos Fandino at 323/583-8811
ext. 834.
Very ly yours,
I LARD A G C
City Clerk
WGY:dj
Enclosure
c: Carlos Fandino
Purchasing Department
Resolution No. 2012-14
Agreement File No. 12-009
E)Ccfusivefy Industriaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC. DBA
RHINO CONSTRUCTION SERVICES FOR ELECTRICAL WORK RELATED TO LEONIS
SUBSTATION 16 KV ARC FLASH SAFETY REMEDIATION PROJECT
Name of Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
JM Crew, Inc. dba Rhino Construction
Services
Jennifer Megorden
JM Crew, Inc.
2672 Kempton Drive
Los Alamitos, California 90720
Attention: James Megorden
Phone: (562) 594-7466
Facsimile: (562) 594-7460
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1408
Within 7 days of the Notice to Proceed
5 Months from Notice to proceed, unless
extended pursuant to Section 1
Total not to exceed $295,000 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period 3 YEARS
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND JM CREW, INC.
DBA RHINO CONSTRUCTION SERVICES FOR ELECTRICAL WORK RELATED TO
LEONIS SUBSTATION 16 KV ARC FLASH SAFETY REMEDIATION PROJECT
THIS AGREEMENT is made as of January 17, 2012 (the "Effective Date"), by
and between the City of Vernon, a California charter City and California municipal corporation
("City"), and JM Crew, Inc. dba Rhino Construction Services, a California corporation
("Contractor").
RECITALS
A. City desires to have certain electrical engineering services provided as more fully
set forth in the Scope of Services, attached hereto and incorporated 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 shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any
services performed prior to the Effective Date listed above 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 under similar circumstances and in a manner reasonably satisfactory to
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 officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this paragraph.
(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 and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement 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.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. 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 9. 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.
(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 10. 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 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 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
C!
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 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.
(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 12. 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 would be paid to Contractor for the full performance of the
services required by 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 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. 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;
ii. 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.
5
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for the Records Retention
Period designated on the Cover Page. City shall have access, without charge, during normal
business hours to such records, and the right to examine and audit the same and to make
copies and transcripts therefrom, and to inspect all program data, documents, proceedings and
activities.
Section 16. 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 17. Indemnification. Contractor will defend, indemnify, protect and hold
harmless City, its 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 out 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 officers, officials, employees, agents, or volunteers.
In addition to the foregoing, Contractor shall indemnify, defend and hold free and
harmless the City and the City's officers, officials, employees, agents, and volunteers from and
against any and all losses, liabilities, damages, costs and expenses, including reasonable
attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence or
willful misconduct of the Contractor, or any of the Contractor's officials, officers, agents,
employees or volunteers, in the performance of professional services pursuant to this
Agreement.
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.
Section 18. 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,
A
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 Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(f) 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+; VI in the latest
edition of Best's Insurance Guide.
(g) 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.
(h) 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. The policies of insurance required by this Agreement shall contain an additional insured
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
insured's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
(i) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, 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
7
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
0) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction' (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 23. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
0
Section 24. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 25. 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. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 26. 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. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator 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 27. 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 28. 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 29. Entire Aoreement 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 in writing and signed by both Parties.
Section 30. 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
p7
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 31. 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 32. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 33. 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 — Vendor," 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 34. 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 35. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 36. 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 37. 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.
&I
Section 38. 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].
11
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
California municipal cor oration
By: 1
Mayor Pro-Teffi
Wi liam Davis
AS TO FORM:
191150M fyi Chief Depu
JM Crew, Inc., dba Rhino Construction
Services, a California corporation
By: Q (/✓1,
Name: JKAWAA M ea o rde,n
Title: p re,-,i A ,wri-
12
EXHIBIT A
EXHIBIT A
SCOPE OF WORK
Contractor shall provide all labor, tools and materials necessary to install equipment pursuant to
this Scope of Work including the coordination for a complete installation of the Palsons
Electrical Engineering Services, Inc. ("Palsons") furnished protection equipment and panel
enclosures consisting of (7) panels with a total of (16) SEL 451 protective relays, (2) SEL 487E
relays for differential protection, (2) SEL RTAC control devices, (20) SEL push button operation
switches to complete the 16 KV Arc Flash Safety Remediation Project at the Leonis Substation.
Contractor shall coordinate delivering as build mark up drawings of all work involved. Contractor
shall install the protection equipment and panel enclosures using engineered drawings and
plans furnished by Palsons and approved by City of Vernon.
Contractor shall provide the following specific services at the Leonis Substation:
1. Provide and install new cable tray to match existing installed above existing cable tray on
stanchion extensions to match existing stanchions in the control building for installation of 16
KV protection wiring.
2. Provide labor to remove existing protection equipment in existing Control Building for new
panel installation. All wiring cut in the clear or removed as directed by City of Vernon.
3. Provide and install Non -Metallic cable trench arms to match existing in trench for 16 KV
protection wiring.
4. Receive and properly install (7) relay protection panels provided by Palsons Engineering
consisting of:
• (4) Panels with (3) SEL 451 relays (1) panel with (4) SEL 451 relays;
• (1) Panel with (2) SEL 487E relay and (2) SEL RTAC real time automation controller;
• (1) Panel with (20) SEL Push Button Control Switches with indication;
ALL Panels will be furnished complete and tested with all wiring, test switches, and fuse
protection for relay operation by Palsons Engineering.
5. Provide and install (1) 12 conductor# 12 XHHW tray cable from each circuit breaker to new
relay protection panel relay for circuit breaker operation per drawings furnished by Palsons
Engineering.
6. Provide and install (1) 4 conductor # 10 from each circuit breaker to new relay protection
panel for current transformer indication per drawings furnished by Palsons Engineering.
7. Provide and install (2) 4 conductor # 10 interconnection wiring for relay protection voltage
indication per drawings furnished by Palsons Engineering.
8. Provide and install interconnection wiring for the #4 and #5 Capacitor Bank circuit breaker
operation and protection relays per drawings furnished by Palsons Engineering.
9. Provide and install interconnection wiring for the #4 and #5 Bank circuit breaker operation
and protection relays per drawings furnished by Palsons Engineering.
13
10. Provide and Install interconnection wiring for Bus Tie Breaker, Bus Parallel Breaker and Bus
Differential operation and protection per drawings furnished by Palsons Engineering.
11. Provide and install interconnection wiring for # 4 and # 5 Bank Differential operation and
protection per drawings furnished by Palsons Engineering.
12. Provide and install TEMPORARY interconnection wiring for SEL push button operation
switches with status indication for the 66 KV Main and Reserve Bus Position Breakers per
drawings furnished by Palsons Engineering. This will accommodate removal of the existing
66 KV circuit breaker operation panels for installation of the 16 KV protection panels.
13. Co-ordinate all necessary outages with COV operations and maintenance personnel.
14. Provide and connect all integration wiring for AC/DC, breaker controls, inputs and outputs and
communication cables from RTAC to relays including digital and analog to interface terminal
blocks.
15. Provide and install necessary grounding for new relays, panels, exterior enclosure and
raceways.
16. Provide and install new 225 amp copper bus NEMA 3R DC distribution panel near 16 KV
rack with (6) 60 Amp DC breakers to match existing. Install new 2 conductor # 8 DC wiring
to existing 16 KV circuit breakers as directed by City of Vernon.
17. Provide and install necessary wiring, components, enclosure and fuses for DC voltage
source to new relay panels.
18. Provide and install necessary conduit, fittings and supports for cable entry into existing
circuit breakers.
19. Label all wire terminations
20. Perform device and wiring pretest.
21. Assist with acceptance testing.
22. Provide As -build Mark-up drawings for final CAD drawings by others.
Unless otherwise stated, Contractor shall provide all labor, material, equipment, products and
accessories required to perform the above -listed services.
14
Schedule of Work
Contractor shall perform the specific services described herein in accordance with the time
frame identified in the tables below or as otherwise requested by the City in writing.
Project Schedule Time Frame
Schedule of Work
Month 1
Items 1, 3, 5, 6, 7, 16,17
Month 2
Items 4, 5, 6, 7,10, 11, 12, 13, 18, 19
Month 3
Items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 18, 19
Month 4
Items 13, 14, 15, 16, 17, 18, 19
Month 5
Items 20, 21, 22
Warranty
Contractor warrants all equipment, products, materials and services furnished under this
Agreement to be suitable for their intended use, to be free from defects in their design,
materials, workmanship, and title, and to conform strictly to any specifications, drawings,
samples, or other inspection of the products, materials or services for a period of one year from
the date that the performance of the particular item of work is completed under this Agreement.
Contractor shall extend all warranties it receives from its vendors and/or the manufacturers of
the products purchased under this Agreement to City. This warranty is in addition to all
warranties provided under the law. Contractor warrants that title to the equipment, products and
materials purchased under this Agreement will pass to the City upon delivery to City premises,
free and clear of all liens, claims, security interests or encumbrances, and that no seller of any
equipment, products or materials, or any portion thereof, will retain an interest therein or an
encumbrance thereon.
15
EXHIBIT B
EXHIBIT B
PAYMENT SCHEDULE
Contractor shall invoice City within thirty (30) days after performing the work for Services
provided under this Agreement.
Contractor shall invoice City for the "Billing Dollars" amount listed in the table below after
completing each Task listed in the table. Invoices shall include the date the Task was
completed.
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.
PROJECT DESCRIPTION: LEONIS SUBSTATION 16 KV ARC FLASH SAFETY REMEDIATION PROJECT
RHINO COST: I $295,000.00 , � ,,,
t
BILLING
PERCENTAGE
BILLING
DOLLARS
TASK DESCRIPTION
PAYMENT#1
33.39%
$98,500.00
Items 1, 3, 5, 6, 7, 16, 17
PAYMENT#2
23.39%
$69,000.00
Items 4, 5, 6, 7,10, 11, 12, 13, 18, 19
PAYMENT#3
16.61%
$49,000.00
Items 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 18, 19
PAYMENT#4
16.61%
$49,000.00
Items 13, 14, 15, 16, 17, 18, 19
PAYMENT#5
10.00%
29,500.00
Items 20, 21, 22
GRAND TOTAL
100.00%
$295,000.00
`
16
� AEI JED
CITY CLLgspfDICE
STAFF REPORT
DATE: January 4, 2012
TO: Honorable Mayor and City Council j
FROM: Carlos R. Fandino, Jr., Director of Light & Power
RE: Leonis Substation 16kV Arc Flash Safety Remediation Project
PURPOSE:
DECEIVED
JAN 0 4 2012
CITY ADMINISTRATION
The National Electrical Safety Code, "NESC", requires that all employers assess the
ARC FLASH safety of their electrical facilities and remediate any shortcomings which
could result in bodily harm to humans. The Light & Power Engineering staff determined
that all City electric system medium voltage systems meet the necessary requirements,
with the exception of the Leonis Substation 16kV system. A capital improvement
project to address the 16kV arc flash safety improvement at Leonis Substation has been
created.
Rhino Construction and Palsons Engineering became knowledgeable and experienced
with the City's electric system after successfully completing the relay replacement for
the 7kV project. This 16kV relay replacement is, in fact, a continuation of replacing
additional relays at Leonis.
RECOMMENDATION
As Rhino Construction and Palsons Engineering are most qualified to continue with the
project, it is requested that the attached agreements be placed on the agenda for
consideration and approval at the January 17, 2012 council meeting. Please note that
the attached agreements have been reviewed and approved as to form by the City's
Legal Department.
CRF:ah
Attachments
RECEIVED
DEC 2 8 2011,
s LIGHT & POWER DEPT.
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: December 28, 2011
TO: Carlos R. Fandino, Director of Light & Power
FROM: Willard G. Yamaguchi, Chief Deputy City Attorney
RE: Leonis Substation 16kV Arc Flash Safety Remediation Project
I have received and reviewed the Memorandum dated December 13, 2011,
and the attachments thereto.
The Agreements with JM Crew, Inc. dba Rhino Construction Services and
Palsons Electrical Engineering Services, Inc. are approved as to form.
WY:em
Enclosures
Juarez, Debbie
From: Barcia, Ana
Sent: Tuesday, January 17, 2012 4:42 PM
To: Juarez, Debbie
Subject: RE: Insurance Inquiry - JM Crew, Inc., D.B.A. Rhino Construction- Res. No. 2012-14
Approved 01/17/12
Hi Debbie,
Current insurance on file for the above referenced
Ana Barcia
City of Vemon
T: 323) 583-881 1 ex 286
F: 323) 826-1439
abarcia@ci.vemon.ca.us
From: Juarez, Debbie
Sent: Tuesday, January 17, 2012 4:35 PM
To: Barcia, Ana
Subject: Insurance Inquiry - JM Crew, Inc., D.B.A. Rhino Construction- Res. No. 2012-14 Approved 01/17/12
Hi Ana. Please let me know if the above -referenced contractor has valid insurance. Thank you.
(De6mure Juarez
7Cyconrs fManaDenieut Assistant
city of Vernon - City Crerk's Office
4305SautaEe Uenue
Vernon, C, 4 90058
(323) 583-8811
LIGHT & POWER DEPARTMENT
Carlos Fandino, Director of Light & Power
January 24, 2012
JM Crew, Inc. dba Rhino Construction
Attn: James Megorden
2672 Kempton Drive
Los Alamitos, CA 90720
Re: Electrical Work Related to Leonis Substation 16kV Arc Flash Safety Remediation Project
Dear Mr. Megorden:
The Resolution No. 2012-14 was approved by City Council on January 17, 2012. This memorandum
formally provides you with the notice to proceed with the project.
If you have any questions regarding this matter, please call Mr. Carlos Fandino at 323/583-8811 ext. 834.
Very truly yours,
ALINOUR
Engineering Manager
AN:mm
C: Carlos Fandino
Purchasing Department
Agreement file No. 12-009
Eden
4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1425
EXclusivefy Industdif