HomeMy WebLinkAboutI-3 Staff Report - Extension of Water Well MaintenanceUB CONSENT CALENDAR
I-3
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY
BOARD
FROM: MANNY ROBLEDO, DIRECTOR OF UTILITIES
DATE: JUNE 15, 2020
SUBJECT: APPROVAL OF A ONE (1) YEAR EXTENSION OF THE WATER WELL
AND BOOSTER PUMP MAINTENANCE SERVICES AGREEMENT WITH
GENERAL PUMP COMPANY
BACKGROUND:
On May 22, 2017, the Utility Board approved a Master Maintenance Service Contract
(“Contract”) for water system well and booster pump maintenance services with General Pump
Company (“General Pump”). Azusa Light & Water (ALW) utilizes this Contract to rehabilitate,
repair, and maintain critical water well and booster pump facilities on a routine and emergency
basis. The initial three (3) year term expires on June 30, 2020, and the Contract includes two (2)
additional one (1) year extension options that may be exercised by the City. Based on competent
and reliable service provided by General Pump Company over the last three years, staff
recommends that a one (1) year extension be granted to General Pump, under the existing
Agreement for Maintenance Services, effective July 1, 2020.
RECOMMENDATION:
Staff recommends the Utility Board take the following action:
1) Approve a one (1) year extension of the May 22, 2017 Agreement for Well and Booster
Pump Maintenance Services, with General Pump Company, to be effective July 1, 2020.
ANALYSIS:
ALW operates and maintains thirteen (13) water wells and forty-two (42) water booster pumps
ranging from 3 to 450 horsepower in size. The maintenance of such equipment is vital to supply
APPROVED
UTILITY BOARD
6/15/2020
Extension of General Pump Maintenance Agreement
June 15, 2020
Page 2
clean and reliable drinking water to over 106,000 people in six jurisdictions. ALW requires
services of a firm to provide routine and emergency engineering and construction services for
water related well and booster pump maintenance. The project types include, but are not limited
to, the items listed below and include oversight of all work typically required for the successful
delivery of the various types of projects.
a) Well pump/motor maintenance, repair, rehabilitation, or replacement
b) Well test pumping and video logging
c) Booster pump/motor maintenance, repair, rehabilitation, or replacement
d) Engineering and hydrogeology support
e) Well chemical treatment
f) Well and booster pump control and instrumentation
On May 22 2017, after a competitive Request for Proposals process, the Azusa Utility Board
approved a Master Maintenance Service Contract for Well and Booster Pump Maintenance
Services with General Pump Company, in an annual amount not to exceed $140,000, unless
otherwise approved by the Utility Board. The term of the Contract was for three years, with two
additional one year extension options to be exercised by the City. Based on competent and
reliable service provided by General Pump Company over the last three years, staff recommends
that a one (1) year extension be granted to General Pump, under the existing Agreement for
Maintenance Services, effective July 1, 2020.
FISCAL IMPACT:
Funding for this Contract is available in Water Production - Outside Services & Repair, Account
No. 32-40-722-701-6493 in the amount of $354,500, and the Well Rehabilitation Program
Capital Improvement Project in the amount of $500,000.
Prepared by: Reviewed and Approved:
Jared Macias Manny Robledo
Assistant Director of Utilities – Water Operations Director of Utilities
Reviewed and Approved:
Sergio Gonzalez
City Manager
Attachment:
1) General Pump Agreement for Maintenance Services
CITY OF AZUSA
AGREEMENT FOR MAINTENAI\CE SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 22 day of May, 20lT by and between theCity of Azusa, a municipal corporation of the State of California, iocated at 213 East Foothill
Boulevard, Azusa, California 91702, ("City") and General Pump Company, a coRpoRATIoN withits principal place of business at 159 N. Acacia Street, San bimas, California 91773("Contractor"). City and Contractor are sometimes individually referred to u, ..party,, andcollectively as "Parties" in this Agreement.
2. RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain
maintenance services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing well and booster pump maintenance
services to public clients, that it and its employees or subcontractors have alf r,."isrury licenses
and permits to perform the Services in the State of California, and that is familiar withthe plansof City. Contractor shall not subcontract any portion of the work required by this Agreement,
except as expressly stated herein, without prior written approval of City. Suficontracts, if any,
shall contain a provision making them subject to all provisions stipulated in this Agreement.
2.2 Project.
City desires to engage Contractor to render such services for the Well and Booster pump
Master Maintenance Service project ("project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish tothe City all labor, materials, tools, equipment, servi""r, und incidental anJ customary work
necessary to fully and adequately supply the professional well and booster pump mainienance
lervices necessary for the Project ("Services"). The Services are more particulariy described inExhibit o'A" attached hereto and incorporated herein by reference. All Services sh,all be subjectto, bnd performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from July 1,2017 to June 30,
2020 with two additional one year extension options to be exercised by thl City, unless earlier
terminated as provided herein. Contractor shall complete the Services within the term of this
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Agreement, and shall meet any other established schedules and deadlines. The Parties may, by
mutual, wriffen consent, extend the term of this Agreement if necessary to complete the Services.
3.2 ResponsibilitiesofContractor.
3.2.I Control and Pavment of : Indeoendent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Contractor shall also not be employees of City and shall at all times be under Contractor's
exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has
the professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall
respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Contractor shall be subject to the approval of City.
3.2.4 City's Representative. The City hereby designates the Director of Utilities
or his or her designee, to act as its representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for all
purposes under this Agreement. Contractor shall not accept direction or orders from any person
other than the City's Representative or his or her designee.
3.2.5 Contractor's Representative. Contractor hereby designates the
President/Director of Engineering or his or her designee, to act as its representative for the
performance of this Agreement ("Contractor's Representative"). Contractor's Representative
shall have full authority to represent and act on behalf of the Contractor for all purposes under this
Agreement. The Contractor's Representative shall supervise and direct the Services, using his/her
best skill and attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
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3.2.6 Coordination of Services. Contractor agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.7 Standard of Care: Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Contractor warrants that all employees and subcontractors shall
have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Contractor's failure to comply
with the standard of care provided for herein. Any employee of the Contractor or its sub-
contractors who is determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be
promptly removed from the Project by the Contractor and shall not be re-employed to perform any
of the Services or to work on the Project.
3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform
and complete all Services under this Agreement within the term set forth in Section 3.1.2 above
("Performance Time"). Contractor shall perform the Services in strict accordance with any
completion schedule or Project milestones described in Exhibits "A" or "B" attached hereto, or
which may be provided separately in writing to the Contractor. Contractor agrees that if the
Services are not completed within the aforementioned Performance Time andlor pursuant to any
such completion schedule or Project milestones developed pursuant to provisions of this
Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant
to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated
damages, and not as a penalty, the sum of Five Hundred Dollars $500 per day for each and every
calendar day of delay beyond the Performance Time or beyond any completion schedule or Project
milestones established pursuant to this Agreement.
3.2.9 Disputes. Should any dispute arise respecting the true value of any work
done, of any work omitted, or of any extra work which Contractor may be required to do, or
respecting the size of any payment to Contractor during the performance of this Contract,
Contractor shall continue to perform the Work while said dispute is decided by the City. If
Contractor disputes the City's decision, Contractor shall have such remedies as may be provided
by law.
3.2.10 Laws and Regulations: Emplolree/Labor Certifications. Contractor shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
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regulations in any manner affecting the performance of the Project or the Services, including all
CallOSHA requirements, and shall give all notices required by law. Contractor shall be liable for
all violations of such laws and regulations in connection with Services. If the Contractor performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a
public entity of the State of California subject to ceftain provisions of the Health & Safety Code,
Govemment Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed
that all provisions of the law applicable to the public contracts of a municipality are a part of this
Contract to the same extent as though set forth herein and will be complied with. These include
but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor
shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight
(8) hours during any one calendar day except as permitted by law. Contractor shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and harmless,
pursuant to the indemnification provisions of this Agreement, from any claim or liability arising
out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Employment Eligibilityl Contractor. By executing this
Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Contractor shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Contractor shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 F.mnlovmenf EI ioihilitv:Subcontractors- Sub-
subcontractors and Consultants. To the same extent and under the same conditions as Contractor,
Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing
any work relating to the Project or this Agreement to make the same verifications and comply with
all requirements and restrictions provided for in Section3.2.l0.l.
3.2.10.3 Employment Eligibilit)': Failure to Comply. Each person
executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer
of Contractor, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or
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consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any
misrepresentation or material omission concerning compliance with such requirements (including
in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to
immediately remove from the Project any person found not to be in compliance with such
requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Contractor
certifies that it is aware of the provisions of Section 3700 of the California 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 agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Contractor represents that
it is an equal opportunity employer and it shall not discriminate against any subconsultant,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Contractor shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air . Contractor must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
services, including, but not limited to, emissions limits and permitting requirements imposed by
the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources
Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad,
Contractor shall specifically be aware of their application to "portable equipment", which
definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-
powered engine. Contractor shall indemnify City against any fines or penalties imposed by
SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable
laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is
responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Contractor's Services must account foro and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. $$ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code $$ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency, the State Water Resources Control
Board and the Santa Ana Regional Water Quality Control Board; the City's ordinances regulating
discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any
such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne
Water Quality Control Act, to any ground or surface water in the State.
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(B) Liability for Non-Compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall
defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and
against any and all fines, penalties, claims or other regulatory requirements imposed as a result of
Contractor's non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Contractor further warrants that it, its employees and subcontractors will receive adequate
training, as determined by City, regarding the requirements of the laws, regulations and policies
described in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Contractor with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Contractor shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all insurance required under this section.
3.2.11.2 Minimum Requirements. Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Contractor, its agents, representatives, employees or iubcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
ofcoverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liabitity: Insurance Services Offrce
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
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26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Contractor shall maintain
limits no less than: (l) General Liability: $1,000,000 per occunence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form witli general
aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate
limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice
the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage; and (3) Workers' Compensation and Employer's Liabitity: Workers'
Compensation limits as required by the Labor Code of the State of California. Employer's
Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shali be paid
in addition to the limits.
(c)Notices: C llation or Reduction of Coverase. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled
or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation
or reduction of coverage, file with the City evidence of insurance showing that the required
insurance has been reinstated or has been provided through another insurance company or
companies. In the event any policy of insurance required under this Agreement does not comply
with these specifications or is canceled and not replaced, the City has the right but not the duty to
obtain the insurance it deems necessary and any premium paid by the City will be pro-ptly
reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from
Contractor payments. In the alternative, the City may suspend or terminate this Agreement.
3.2.11.3 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Contractor shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (l) using ISO CG forms 20 l0 and 20 37,or endorsements
providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insured with respect to the Services or ongoing
and completed operations performed by or on behalf of the Contractor, including materials, parts
or equipment furnished in connection with such work; and (2) using ISO form 20 0i, or
endorsements providing the exact same coverage, the insurance coverage shall be primary
insurance as respects the City, its directors, officials, officers, employees, agents and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled
underlying coverage. Any excess insurance shall contain a provision that such coverage shall also
apply on a primary and noncontributory basis for the benefit of the City, before the City's own
primary insurance or self-insurance shall be called upon to protect it as a named insured. Any
insurance or self-insurance maintained by the City, its directors, officials, officers, employeei,
agents and volunteers shall be excess ofthe Contractor's insurance and shall not be called upon to
contribute with it in any way. Notwithstanding the minimum limits set forth in Siction
3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of
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coverage shall be available to the parties required to be named as additional insureds pursuant to
this Section 3.2.11.3(,4.).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City of Azusa, its directori, ofhcials,
officers, employees, agents and volunteers shall be covered as additional insureds with respect to
the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased-, hired
or borrowed by the Contractor or for which the Contractor is responsibl"; and (2) the insurance
coverage shall be primary insurance as respects the City, iti director., oifi.iulr, officers,
employees, agents and volunteers, or ifexcess, shall stand in an unbroken chain ofcoverage excess
of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained
by the City, its directors, officials, officers, employees, agents and volunteers shall be excess ofthe Contractor's insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available iniuranie
proceeds in excess of the specified minimum limits of coverage shall be available to the parties
required to be named as additional insureds pursuant to this Section 3.2.11.3(B).
(c)'Workers'Comnensafion and Emnlover's Liabilitv
Coverage The insurer shall agree to waive all rights of subro gation against the City, its directors,
officials,officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Contractor
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reiuced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice
by certified mail, retum receipt requested, has been given tothe City; and (B) any failure to comply
with reporting or other provisions of the policies, including breaches of warianties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.Any failure to comply with reporting or other provisions of the poiicies including breaches of
warranties shall not affect coverage provided to the City, its officials, officerso
"rnploy..r, agents
and volunteers, or any other additional insureds.
3.2.11.4 S.purution of Inrr."dr: No Sp."iul Li-itutionr: wuiu.. of
Subrogation. All insurance required by this Section shall contain riunAurO *pu*tion of insuredsprovisions. In addition, such insurance shall not contain any special limitatitns on the scope of
protection afforded to the City, its directors, officials, officers, employees, agents and volunieers.All policies shall waive any right of subrogation of the insureiagainst ti-e City, its officials,
officers, employees, agents, and volunteers, or any other additional i-nsureds, or shall specifically
allow Contractor or others providing insurance evidence in compliance with these speiifications
to waive their right of recovery prior to a loss. Contractor herebywaives its own right of recovery
against City, its officials, officers, employees, agents, and volunteers, or uny oih., additional
insureds, and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
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3.2.11.5 DeductiblesandSelf-InsuranceRetentions. Anydeductibles
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or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.11.6 SubcontractorlnsuranceRequirements. Contractorshallnot
allow any subcontractors to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Contractor, the City may approve different
scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City
shall be named as additional insureds on all subcontractors' policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.7 Acceptabilit)' of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3 .2.11 .8 Verification of Coverage. Contractor shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behall and shall be
on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.2.11.9 Reporting of Claims. Contractor shall report to the City, in
addition to Contractor's insurer, any and all insurance claims submitted by Contractor in
connection with the Services under this Agreement.
3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Contractor shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.2.13 Bonds.
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3.2.13.1 Performance Bond. If required by law or otherwise
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specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference,
Contractor shall execute and provide to City concurrently with this Agreement a Performance
Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in
a form provided or approved by the City. If such bond is required, no payment will be made to
Contractor until it has been received and approved by the City.
3.2.13.2 Payment Bond. If required by law or otherwise specifically
requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor
shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount
of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or
approved by the City. If such bond is required, no payment will be made to Contractor until it has
been received and approved by the City.
3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond
become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace
the affected bond within l0 days of receiving notice from City. In the event the surety or
Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior wriffen
notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least
ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due
or will be made under this Agreement until any replacement bonds required by this Section are
accepted by the City. To the extent, if any, that the total compensation is increased in accordance
with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds
to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to
the City. To the extent available, the bonds shall further provide that no change or alteration of
the Agreement (including, without limitation, an increase in the total compensationo as referred to
above), extensions of time, or modifications of the time, terms, or conditions of payment to the
Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City
may terminate this Agreement for cause.
3.2.13.4 Surety Oualifications. Only bonds executed by an admitted
surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The
surety must be a California-admitted surety with a current A.M. Best's rating no less than A:VIII
and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet
these requirements, the insurer will be considered qualified if it is in conformance with Section
995 .660 of the California Code of Civil Procedure, and proof of such is provided to the City.
3.2.14 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents,
proceedings, and activities related to the Agreement for a period of three (3) years from the date
of final payment under this Agreement.
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3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall
not exceed one hundred and forty thousand dollars ($140,000) per year without written approval
of the City of Azusa Utility Board. Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Pa)rment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Contractor.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for E4penses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor
shall not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.3.5 Prevailing Wages. Contractor is aware of the requirements of Califomia
Labor Code Section 1720, et seq., and 1770, et seq., as well as Califomia Code of Regulations,
Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. Ir the Services are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, and In'the total compensation is
$1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall
provide Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services available
to interested parties upon request, and shall post copies at the Contractor's principal place of
business and at the project site. Contractor shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement atany time and without cause by giving written
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notice to Contractor of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Contractor shall be
compensated only for those services which have been adequately rendered to City, and Contractor
shall be entitled to no further compensation. Contractor may not terminate this Agreement except
for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Contractor to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Contractor in connection with the performance of Services
under this Agreement. Contractor shall be required to provide .urh do"u-ent and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole orin part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 General Provisions
3.5.1 Delivery ofNotices. All notices permitted or required underthis Agreement
shall be given to the respective parties at the following address, or al such other address as the
respective parties may provide in writing for this purpose:
CONTRACTOR:
General Pump Company
159 N. Acacia Street
San Dimas, California 91773
Attn: MichaelBodart
CITY:
City of Azusa
P.O. Box 880
Azusa, CA 9l7ll
Attn: Jared Macias, Light & Water
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the patl at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.2 Indemnification
3.5.2.1scope of Indemnity. To the fullest extent permitted by law,
Contractor shall defend, indemnify and hold the City, its directors, officials, oifi"".r, ..pioy..s,
volunteers and agents free and harmless from any and all claims, demands, causes of action, costs,
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expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons,
including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged
acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Contractor's Services, the Project
or this Agreement, including without limitation the payment of all consequential damages, expert
witness fees and afforney's fees and other related costs and expenses. Notwithstanding the
foregoing, to the extent Contractor's Services are subject to Civil Code Section2782.8, the above
indemnity shall be limited, to the extent required by Civil Code Section2782.8,to claims that arise
out of, pertain to, or relate to the negligence, recklessness, or willful misconduct ofthe Contractor.
3.5.2.2 Additional Indemnit)' Obligations. Contractor shall defend, with
legal counsel chosen by the City and at Contractor's own cost, expense and risk, any and all claims,
suits, actions or other proceedings of every kind covered by Section 3.5.2.1that may be brought
or instituted against City or its directors, officials, officers, employees, volunteers or agents.
Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City
or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit,
action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid
by City or its directors, officials, officers, employees, agents or volunteers as part of any such
claim, suit, action or other proceeding. Such reimbursement shall include payment for City's
attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its
directors, officials, officers, employees, agents andlor volunteers, for any and all legal expenses
and costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Contractor's obligation to indemnify shall survive expiration or termination of this
Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its
directors, officials officers, employees, agents or volunteers.
3.5.3 Goveming Law: Government Code Claim Compliance. This Agreement
shall be governed bythe laws of the State of California. Venue shall be in LosAngeles County.
In addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims andlor changed conditions,
Contractor must comply with the claim procedures set forth in Government Code sections 900 et
seq. priorto filing any lawsuit againstthe City. Such Government Code claims and any subsequent
lawsuit based upon the Government Code claims shall be limited to those matters that remain
unresolved after all procedures pertaining to extra work, disputed work, claims, andlor changed
conditions have been followed by Contractor. If no such Government Code claim is submitted, orif any prerequisite contractual requirements are not otherwise satisfied as specified herein,
Contractor shall be bamed from bringing and maintaining a valid lawsuit against the City.
3.5.4 Time of Essence. Time is of the essence for each and everv nrovision of
this Agreement.
3.5.5 City's Right to Employ Other Contractors. City reserves right to employ
other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors
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and assigns of the parties
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.8 Construction: References: Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subcontractors of
Contractor, except as otherwise specified in this Agreement. All references to City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.9 Amendment: Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. 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.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.5.7 , there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.5.12 Invaliditv: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the City's Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
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City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.15 Attorney's Fees. If either party commences an action against the other
Patty, either legal, administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorney's fees and all other costs ofsuch action.
3.5.16 Authoritli to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject maffer hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
[SrcNarunEs oN NEXr Pace]
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CITY OF AZUSA
R JA'(
GeneralPump Company
By
Name . Tom Na nchy
Title Sr. Proj. Mgr./Proj. Engr
(See Attached Minutes)
B
Name: Ginqer Cam ell
Title: Secretary
Jo sept(R. R6cha
Mayor
Attest
Approved as to Form:
Best Best & Krieger LLP
45635.0 1000\8520 l 99. I