Vernon City Council
May 16, 2023

EXHIBIT B

SCHEDULE
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Item 12 Page 63 of 67
City of Vernon
11 | PUNGROUP.CPA
Fees and Costs
We are committed to the performance of a high-quality audit at the most reasonable fee level possible, both initially and throughout the engagement. Also, our partners will provide advice and consultation as needed at no additional cost to the City of Vernon.

Name of Firm: The Pun Group LLP – Certified Public Accountants and Business Advisors
Contact Name: Kenneth H. Pun, CPA, CGMA
Contact Email Address: [email protected]
Authorization to Represent the Firm
I, the undersigned, certify I am duly authorized to represent The Pun Group LLP and am empowered to submit this bid. In addition, I certify I am authorized to contract with the City of Vernon on behalf of the Firm.

April 3, 2023
_________________________________________ _______________________________ Kenneth H. Pun, CPA, CGMA | Managing Partner Date
The Pun Group LLP
Total All-Inclusive Maximum Price
Our proposed fees for Professional Audit Services for the fiscal years June 30, 2023, 2024 and 2025 are as follows (1) (2):

Work to be performed: 2022/23 2023/24 2024/25
City of Vernon ACFR Audit $ 49,500 $ 50,985 $ 52,515
ACFR Preparation 4,000 4,120 4,244
Single Audit Report - up to 1 major program 4,250 4,378 4,509 Appropriations Limit AUP (GANN Limit Review) 500 515 530 Vernon Public Utilities Funds Audit 27,250 28,068 28,910 Electric Fund Audit 11,500 11,845 12,200
Water Fund Audit 8,250 8,498 8,752
State Controller's Report - City and Streets 4,750 4,893 5,039 Total All-Inclusive Maximum Price $ 110,000 $ 113,300 $ 116,699 (1) Single Audit fees based on one (1) major program. The fee for auditing additional major programs will be $5,000 each. The number of programs determined to be “major” will be based on OMB Uniform Guidance. The Engagement Team will discuss this with the City of Vernon Management before starting Single Audit work.
(2) The percentage modification for the fourth and fifth years is 3% per year. . . . .

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City of Vernon
12 | PUNGROUP.CPA
Breakdown of Total-All Inclusive Price by Classification Hours
Standard
Hourly
Rates
Quoted
Hourly
Rates Total
Partners 96 300 $ 300 $ 28,800 $
Director 160 250 $ 250 $ 40,000 $
Supervisory Staff 240 175 $ 175 $ 42,000 $
Staff 360 150 $ 150 $ 54,000 $
Clerical: 20 100 $ 100 $ 2,000 $
Out-of-Pocket Expenses: Included
Professional Discount: $ (56,800)
Total all-inclusive maximum price for FY 2023 $ 110,000 Hours
Standard
Hourly
Rates
Quoted
Hourly
Rates Total
Partners 96 300 $ 300 $ 28,800 $
Director 160 250 $ 250 $ 40,000 $
Supervisory Staff 240 175 $ 175 $ 42,000 $
Staff 360 150 $ 150 $ 54,000 $
Clerical: 20 100 $ 100 $ 2,000 $
Out-of-Pocket Expenses: Included
Professional Discount: $ (53,500)
Total all-inclusive maximum price for FY 2024 $ 113,300 Hours
Standard
Hourly
Rates
Quoted
Hourly
Rates Total
Partners 96 300 $ 300 $ 28,800 $
Director 160 250 $ 250 $ 40,000 $
Supervisory Staff 240 175 $ 175 $ 42,000 $
Staff 360 150 $ 150 $ 54,000 $
Clerical: 20 100 $ 100 $ 2,000 $
Out-of-Pocket Expenses: Included
Professional Discount: $ (50,101)
Total all-inclusive maximum price for FY 2025 $ 116,699 . . . .

Item 12 Page 65 of 67
City of Vernon
13| PUNGROUP.CPA
Out of Pocket Expenses are Included in the Total All-Inclusive Maximum Price and Reimbursement Rates
The Firm’s policy is to maintain flexible billing rates to meet the needs of clients and help them control costs.

In the interest of starting our long-term relationship, we will absorb expenses such as travel and printing costs. Additionally, our Partners will be available to provide advice and consultation as necessary to the City of Vernon. The Firm will also absorb these costs.

Rates for Additional Professional Services
Below are the Firm’s hourly billing rates, delineated by staffing levels:

Any supplemental reports, audits, or agreed-upon procedures not covered by this proposal may be added to a written agreement prior to commencing audit work. The Firm and the City will discuss and approve the scope and associated costs of these tasks. Any additional work will be performed at the above-quoted hourly rates.

Manner of Payment
Engagement Team members are required to maintain timesheets detailing the date, number of hours, and work performed for every audit task. The Firm will collect these timesheets and bill the City of Vernon at the rates outlined in the Total All-Inclusive Maximum Price section in four stages: (1) at the conclusion of the planning phase, (2) at the conclusion of the interim phase, (3) at the conclusion of the Year-End phase, (4) and after presentation and acceptance of the final audit reports. Interim billings will cover a period not less than a calendar month. The billing amounts generally break down as follows:

Partner(s) 300 $
Director(s) 250 $
Senior Manager(s) 225 $
Manager(s) 200 $
Supervisor(s) 175 $
Senior Accountant(s) 150 $
Staff Accountant(s) 125 $
Clerical 100 $
Hourly Billing Rates
Work Performed % of Proposal Amount
Planning 10%
Interim 40%
Fieldwork 40%
Presentation and Acceptance of Reports 10%
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Item 12 Page 66 of 67

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.
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City Council Agenda Report
Meeting Date: May 16, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Services Agreement with Camfil Power Systems
Recommendation
A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is an administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. To the extent the future installation of the equipment constitutes a “project”, staff anticipates that the work will be exempt from CEQA review in accordance with CEQA Guidelines Section 15302, because the project consists of the replacement or reconstruction of existing equipment where the new equipment will be located on the same site as the equipment replaced and will have substantially the same purpose and capacity as the equipment replaced; the installation work will be procured through a separate selection process and contract at a later date.

B. Approve and authorize the City Administrator to execute a Services Agreement with Camfil Power Systems (Camfil), in substantially the same form as submitted, to provide engineering and design services for generator cooling filter housing modification for a total amount notto-exceed $250,576; and C. Authorize a contingency amount of 10% or $25,100 in the event of unforeseen changes in the project and grant authority to the City Administrator to issue amendments for an amount up to the contingency amount, if necessary.

Background
The Malburg Generating Station (MGS) has two Siemens SGT-800 Combustion Turbines, each turning its own air-cooled generator. Like a jet airplane engine, the combustion turbine converts natural gas to mechanical energy. This mechanical energy is used to turn the generator, converting the energy to electricity.

The generators at MGS have exhibited evidence of electrical tracking along the outside surface of the insulation due to high levels of hydrocarbon contamination. Electrical tracking can grow quickly with few external symptoms and can result in a catastrophic failure of the generator.

Therefore, upgrading the existing combustion turbine generating cooling inlet filtration housing is needed to address this issue. Such upgrades to the existing generator filter houses will reduce generator contamination and risk of tracking by removing harmful hydrocarbon particulates and allow for extended operating usage of the filters.

In accordance with Vernon Municipal Code (VMC) Section 3.32.080 regarding competitive selection, on March 7, 2023, staff issued a Request for Proposals (RFP) for Engineering and Design Services for Generator Cooling Filter Housing Modification. The RFP was advertised on the City's Planet Bids platform. The scope of work included, but was not limited to, the engineering, design, manufacturing, and delivery of a new air inlet filter house for each of the two units at MGS. . . . .

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Subsequently, one proposal package was received by the April 10, 2023 deadline. A qualified panel thoroughly examined the proposal utilizing criteria to measure experience, work plan, references, and cost. The proposal received was submitted by Camfil. They exceed the requirements set forth in the RFP. Moreover, their proposal demonstrates expertise and experience through a comprehensive approach to the scope of work. Camfil filtration systems are designed to meet the highest industry standards, providing superior protection against contaminants, improving efficiency, reducing maintenance costs, and extending equipment life.

If the proposed Services Agreement is approved, the new air inlet filter houses will be scheduled for installation during the 2023 MGS Fall Outage, tentatively scheduled in November.

Staff recommends approval of a Services Agreement with Camfil to provide engineering and design services for generator cooling filter housing modification, in the amount of $250,576; and recommends a ten percent (10%) contingency of the total services agreement value, in the event of unforeseen changes in the project for a potential total cost not to exceed $275,676. Camfil’s proposal, dated April 3, 2023, is for $266,049.79. Due to manufacturing delays and to meet the installation deadline for the 2023 MGS Fall Outage, a Purchase Contract in the amount of $15,473.79 was issued to Camfil to perform a site survey report before May 16, 2023. The site survey report, as described in the scope of work, is required to perform a dimensional check of the existing unit to confirm and define the scope of work for the engineering of the air inlet filter houses.

The Purchase Contract amount of $15,473.79 is a component of Camfil’s overall proposal, as such, the total estimated cost of the engineering, design, manufacturing, and delivery of new filters for this part of the project is anticipated not to exceed $291,149.79 including the contingency amount. Camfil’s proposal does not include installation costs. Installation will be considered separately. Therefore, staff will issue a separate RFP in the near future for the installation work.

Pursuant to VMC Section 3.32.030(A), City Council approval is required as the total value of the Services Agreement requested exceeds $100,000. The Services Agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact of this project segment, not including the purchase contract for the site survey, is not-to-exceed $275,676 including the contingency amount. Funds have been budged in the Electric Fund Malburg Generating Station Capital Outlay Account 055-050-586-660000 for the fiscal year 2023-24.

Attachments

1. Services Agreement with Camfil Power Systems . . . .

Item 13 Page 2 of 43

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CAMFIL POWER

SYSTEMS FOR ENGINEERING AND DESIGN SERVICES FOR GENERATOR

COOLING FILTER HOUSING MODIFICATION

COVER PAGE
Contractor: Camfil Power Systems
Responsible Principal of Contractor:

Notice Information - Contractor:

Carl Larochelle, VP Americas
Camfil Power Systems
3025 Joseph-A. Bombardier
Laval, QC, Canada, H7P 6C5
Attention: Tom Carter, Retrofit & OEM Sales
Manager
Telephone: (450) 786-2532
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: May 16, 2023
Termination Date:

Consideration:

May 15, 2024
Total not to exceed $250,576 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20

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Item 13 Page 3 of 43

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CAMFIL POWER

SYSTEMS FOR ENGINEERING AND DESIGN SERVICES FOR GENERATOR COOLING

FILTER HOUSING MODIFICATION
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Camfil Power Systems, a Quebec, Canada corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 perform the services as hereinafter set forth as authorized by the City Council on May 16, 2023.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to forth in the City’s Request for Proposals issued on or about March 7, 2023, and titled Engineering and Design Services for Generator Cooling Filter Housing Modification, and Contractor's proposal to the City ("Proposal") dated April 3, 2023, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 2.3
All services shall be performed to the satisfaction of City.

All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

4.0 TERM. The term of this Agreement shall commence on May 16, 2023, and it shall continue until May 15, 2024, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of

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the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $250,576 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.

Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and

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interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

Contractor understands and agrees that invoices which lack sufficient

6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 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.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such

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claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i.
limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance Automobile Liability with minimum limits of at least $1,000,000 combined single under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages,

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injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of at least $2,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vi. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection

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rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be

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delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

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11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise

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incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Todd Dusenberry, General Manager of Public Utilities 4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Camfil Power Systems
Tom Carter, Retrofit & OEM Sales Manager
3025 Joseph-A. Bombardier
Laval, QC, Canada, H7P 6C5

. . . .

Item 13 Page 12 of 43
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs

. . . .

Item 13 Page 13 of 43
incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, 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 such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or

. . . .

Item 13 Page 14 of 43
permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. [Signatures Begin on Next Page].

. . . .

Item 13 Page 15 of 43
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
Camfil Power Systems, a Quebec, Canada
corporation
By: ____________________________
Carlos Fandino, City Administrator
By:

Name:

Title:

ATTEST:

By:
_______________________________
Lisa Pope, City Clerk Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney

. . . .

Item 13 Page 16 of 43

EXHIBIT A

CONTRACTOR'S PROPOSAL

. . . .

Item 13 Page 17 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

RFP for Engineering and Design Services for
Generator Cooling Filter Housing Modification
Supplier:

Contact:

Camfil Power Systems
Address: 3025 Joseph-A. Bombardier,
Laval, QC, Canada
Phone No: 450-786-2532
Fax No: 450-629-5847
Tom Carter
Retrofit & OEM Sales Manager
Address: 3025 Joseph-A. Bombardier,
Laval, QC, Canada
Phone No: (803)-280-7034
Email: [email protected]
. . . .

Item 13 Page 18 of 43
. . . .

Item 13 Page 19 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Item 1 - Introduction
As one of the leading providers of air inlet systems for turbomachinery, we understand the critical role of effective filtration solutions in maximizing the output and efficiency of gas turbines. Camfil’s air filtration solutions for gas turbines provide reliable and effective protection against harmful airborne contaminants, resulting in improved performance and longevity of the turbines. By ensuring clean and efficient operation, our solutions ultimately help reduce downtime and maintenance costs, while increasing the overall efficiency and sustainability of operations.

Our proposal aims to upgrade the existing generator filter houses to increase filter efficiency in removing harmful hydrocarbon particulates and allow for extended operating usage of the filters. Our scope of work includes the design, manufacturing, and delivery of a new air inlet filter house for each of the two units at the station. Reliable, highperforming air filtration is essential for the success of your operations, and we are committed to providing a solution that meets your needs.

We are confident that our experience, expertise, and commitment to quality will ensure that the Malburg Generating Station’s air inlet filter house upgrade is a success. By partnering with Camfil, the City of Vernon will benefit from our expertise, experience, and commitment to delivering the best possible filtration solutions.

Item 2 - Scope of Work (SoW)
The project will involve the design, manufacturing, and delivery of a new air inlet filter house for each of the two units at the Malburg Generating Station. Camfil’s scope of work includes the following deliverables:

1. Engineering site survey report: This report will summarize the findings of the site survey and identify any outstanding questions about the scope which need to be addressed prior to the start of engineering design.

2. Structural analysis: This analysis will determine reaction loads of the existing structure any identify necessary structural modifications (vertical supports) that must be implemented in order to support Camfil’s proposed solution.

3. Design and manufacturing: Camfil will design and manufacture the new air inlet filter house with the support of our subcontractors. In addition, sets of highefficiency final filters will be supplied for each of the two new units.

4. Shipment: The units and filters will be shipped to the Malburg Generating Station. . . . .

Item 13 Page 20 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Item 3 - Work Plan
The following activities will be required to achieve the deliverables outlined in the SoW:

1. Engineering site survey: Our engineering team will perform an engineering site survey to perform a dimensional check of the existing unit to sign off on dimensions to define the scope for engineering of the new units.

2. Structural analysis: Our engineering team will perform a structural analysis of the existing support structure to determine reaction loads and identify any necessary structural modifications that must be implemented for the integration of the new air inlet filter houses.

3. Site survey report: Our engineering team will put together a site survey report to summarize our findings, present the design concept based on the survey and structural analysis, and identify any outstanding design considerations to be discussed with the City of Vernon.

4. Design: Following the results of the site survey and structural analysis, our dedicated project engineer will work with our highly experienced design team to design the 3D models and drawings for the new air inlet filter houses. A General Assembly drawing will be provided for approval prior to manufacturing.

5. Manufacturing: Partnering with our subcontractors, we will manufacture the new air inlet filter houses.

6. Quality Control: Thorough quality control checks will be conducted throughout the design and manufacturing process to ensure that the final products meet the project specifications.

7. Shipment: The manufactured units and full sets of high-efficiency final filters will be shipped to the Malburg Generating Station.

8. Project management: Throughout the project, a dedicated project manager will oversee all aspects of the project and ensure that all deliverables are completed on time and within budget.

The project timeline will be as follows:  Within 4 weeks of PO receipt, Camfil will perform an engineering site survey and structural analysis
 4 weeks after survey, Camfil will provide a site survey report  4-6 weeks for engineering drawings after site survey report  24-26 weeks for manufacturing after engineering drawing approval  2-3 weeks for final shipment to site . . . .

Item 13 Page 21 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Item 4 - Fees and Costs
Price (USD)
Front Access Inlet Filtration System See Pricing Table
Scope for 1 Unit includes:

Air Intake Filter House 6Wx3H (Static) in 316L Stainless Steel  Weather louvers (hinged), frames in 316L Stainless Steel o Droplet separator profiles in UV-resistant polypropylene with 33mm spacing, allowing for inertial separation of water
 Single-stage filtration for a high efficiency final filter Inlet Transition in 316L Stainless Steel  Plenum used to transition from the filter house static module to the existing on-site silencer
 Transition outlet: 118.2”W x 70.8”H
Hardware and Packaging
Note:
- Pricing does not include any electrical components
- Camfil to design the system to match the base-to-duct centerline and the retrofit flange dimensions exactly.

Price (USD)
Filters See Pricing Table
Scope for 1 Unit includes:
18 x CamGT 3V-600 E10
Price (USD)
Structural Analysis See Pricing Table
Camfil will perform a structural analysis of the existing filter house cantilever supports to determine the reaction loads at the enclosure structural connection shown below.

The proposed filter house retrofit will be designed such these loads are not exceeded, and include vertical supports to ground as shown in the sketch below to minimize the wall . . . .

Item 13 Page 22 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

reaction loads if needed. Vertical support members will be removable to maintain clearance for generator maintenance.

The customer is responsible for the foundation design of the vertical supports.

Camfil will only evaluate and ensure the suitability of the structure up to (and including) the connecting point to the enclosure wall.

Review and certification by California licensed PE is excluded at the moment - Customer to confirm scope of review and stamping required. Structural analysis will be performed by a Professional Engineer.

Price (USD)
Freight (DDP Vernon, California) See Pricing Table
Includes:

Delivery of 2 units and filters to Malburg Generating Station in Vernon, California, USA.

Note: The customer is responsible for unloading the goods on-site at the time of delivery.

This is an estimate and the actual cost would be determined at the time of shipment.

The estimated lead time is between 2-3 weeks after the ready-to-ship date. Specifics for the logistics to be discussed during project execution. . . . .

Item 13 Page 23 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Price (USD)
Site Survey See Pricing Table
Includes:

Mobilization and de-mobilization (lodging, meals, air fare, transportation) Two personnel, up to two days on-site, 8-10 hours per day Deliverables:  Site survey report  Sign off on dimensions to define scope for engineering Note:
- This does not include any additional stand-by (waiting) time due to: mandatory site-specific trainings, security and safety clearance, and/or due to force majeure - This does not include any material or non-standard equipment and tools Estimated Initial Pressure Drop
The following table shows the estimate initial pressure drop at 2500 CFM per filter:

Item Initial (“ w.g.)
Weather louvers 0.16
CamGT 3V-600 E10 0.55
Total 0.71
*Above values are estimations only . . . .

Item 13 Page 24 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

PRICING FOR FULL 2 UNIT SCOPE
Item Price (USD)
Full project scope:  Front Access Inlet
Filtration System
 Filters

REDACTED FOR
SEALED PRICE.

REFER TO PLANET
BIDS SUBMISSION.
 Structural Analysis  Freight (DDP Vernon,
California)
 Site Survey
Tax (10.25%) REDACTED
Total for project REDACTED
Note 1: Pricing excludes PE stamps, taxes (other than 10.25% sales tax for Vernon, California), testing, or third party certification.

Note 2: Camfil is offering a bid contingent on a Camfil engineering site survey.

Note 3: The above pricing is based on a scope of supply of two exactly identical units. Any changes may impact the pricing. . . . .

Item 13 Page 25 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Warranty: 12 months in commercial operation,
24 months from delivery, whichever comes first
Payment Terms: Net 30
Payment Schedule 10% after acceptance of PO
20% after drawings released for fabrication
60% upon ready to ship
10% upon delivery to site
Lead Time: Within 4 weeks of PO placement, Camfil will
conduct an engineering site survey and structural
analysis
4 weeks after site survey, Camfil will provide a site
survey report
4-6 weeks for engineering drawings after site
survey report
24-26 weeks for manufacturing after engineering
drawing approval
2-3 weeks for final shipment to site
Delivery Terms:

Quote Validity:

DDP Vernon, California, USA
90 days, subject to currency and material
fluctuations. If raw material varies more than 3%,
Camfil reserves the right to modify pricing.

Cancellation Terms:

Day 1+ Cancellation Fee = 20% of contract value  Cancellation Fee = 40% of contract value  Cancellation Fee = 60% of contract Value  Cancellation Fee = 100% of contract Value Drawing Submittal
Material Purchase
2 weeks before shipping
Day 1 will be the purchase order date
Sincerely,
Tatiana Mikus
Sales Application Engineering
CC: Michelle Bourbonnais-Spear, Key Account Manager
Tom Carter, OEM and Retrofits Sales Manager
. . . .

Item 13 Page 26 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Item 5 - Camfil Power Systems Competences and Team:

CAMFIL POWER SYSTEMS AMERICAS . Leading provider of air filtration solutions for the power systems industry, offering innovative and sustainable products and services to customers around the world, with a focus on developing advanced technologies tha improve the efficiency and longevity of their filters.
. Aside from standard filtration solutions, Camfil Power Systems offers retrofit solutions for existing air filtration systems. These solutions help customers to reduce operating costs, extend the life of their equipment, and enhance the overall performance and efficiency of their air filtration systems.
. Company has a proven track record of delivering high-quality filtration solutions to customers in the power systems industry. The company's extensive experience and technical expertise enable them to provide solutions that are tailored to each customer's specific needs and requirements.

LIST OF REFERENCE & RELATED PROJECTS 2022-2023
CamGT 3V600 E10 Filtration Solution . Shell Enchilada Platform (3 units) – Gulf of Mexico – Delivery November 2022 (2 units) & April 2023 (1 unit)
. Exxon Mobil Larut A Platform – 125 miles off Terengganu, Malaysia – Delivery October 2022
. CNOOC Yacheng (2 units) – Offshore Hong-Kong – Delivery November 2022 . Bonga FPSO (5 units) – Offshore Nigeria – Delivery September 2022 . Medco Energi Platform (5 units) – Offshore Indonesia – Delivery September 2022
. Beacon Offshore Energy BOE Shenandoah (5 units) – Gulf of Mexico – Delivery September 2022
. SGN Energia Plant (4 units) - Punta Caucedo, Dominican Republic – Delivery August 2022
. Texas Gas Transmission LLC – Slaughters, Kentucky – Delivery March 2023 . Pazflor FPSO (7 units) – Offshore Angola – Delivery July 2022 . Bacardi Plant – Puerto Rico – Delivery February 2022 . Vedanta Limited (Cairn Oil & Gas) – India - Delivery March 2023 . Oxy Mukhaizna – Oman – Delivery in January 2022 . Proctor & Gamble Oxnard Plant – Oxnard California - Delivery October 2021 . . . .

Item 13 Page 27 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Retrofit Solution to Existing Air Inlets . Proctor & Gamble Oxnard Plant – Oxnard California - Delivery October 2021 o Site Survey & Engineering o Manufacturing & Shipment o Installation Kick-Off Meeting with Contractor & Support during Installation . ExxonMobil Beaumont Refinery – Beaumont, Texas – Delivery October o Site Survey & Engineering o Manufacturing & Shipment o Installation Kick-Off Meeting with Contractor & Support during Installation . . . .

Item 13 Page 28 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

PROJECT TEAM – RETROFIT 2022-2023
Camfil Power Systems has a highly skilled engineering and project management team that works closely with customers to ensure that their air filtration solutions are designed and fabricated to the highest standards, delivering the best possible performance and value.

Michelle Bourbonnais, P.Eng 13 years of experience in Air Inlet Filtration Industry Small Frame & Plant Optimization Director . Business development & market analysis to identify opportunities for growth . Strategic planning & optimization of resources to ensure project deliveries . Customer relationship and customer service to build strategies that meet the requirements
Tom Carter 13 years of experience in Air Inlet Filtration Industry Retrofit & OEM Sales Manager . Sales Strategy and Planning for the Americas . Customer relationship management to ensure that needs are taken into account in the development of new products and services
Mary Beshay, PMP 6 years of experience in Air Inlet Filtration Industry Project Manager for Small Frame & Plant Optimization Projects . Project planning and execution by defining project deliverables and timeline . Communication and Reporting with the customer . Internal team management to achieve project goals . Quality Assurance to ensure project meet quality standards and customer requirements
Alexandre Gilbert, P. Eng 7 years of experience Air Inlet Filtration Industry Senior Project Engineer – Plant Optimization and Complex Systems . Design of air filtration solution of standard and complex systems to capture customer technical requirements and specifications
. Design review gates with customer per defined deliverables . Optimization of design to ensure high-quality manufacturability & ease of installation
. Collaboration with quality team to ensure project specifications are reflected in project documentation and control plan
Extended team members shown in attached Organizational Chart . . . .

Item 13 Page 29 of 43

QUOTATION
Vernon Malburg Generator
Our ref: S21099
Date: 2023-04-03
Prepared by: TMI

Addendum 1 - Organizational Chart
Camfil Canada Inc.
3025 Joseph A.Bombardier
Laval, QC, H7P 6C5
www.camfil.com . . . .

Item 13 Page 30 of 43
. . . .

Item 13 Page 31 of 43
Report No.

LVL-22023 Air Filter Date:

Test Report 03-May-22
Page:
3025 Joseph A Bombardier, Laval, Quebec, Canada H7P 6C5 [email protected]
1 of 2
ISO29461-1 Report, Efficiency Only
Filter Description Test Conditions
Manufacturer:

Product Name:

Part Number:

Nominal Dimensions: (inches)
Product Description:

Test Operator:

Client:

Site name:

Test Date:

Camfil
CamGT 3V-600 E10 STD
855242003
Air Flow (CFM) 2500

1.20 21.5

26.8 101.8
DEHS
Air Density (kg/m³)
Air Temperature (
oC)
24x24x24 Relative Humidity (%)
Gas Turbine Filter Barometric Pressure (kPa)
Type of Test Aerosol:

Particle Counter:

ESM
Solar Welas 1200
N/A Filter Condition: New
13-April-2022 Test Results
Manufacturing Date of Filter:

Media Type:

Net Effective Media Area:

Procurement Method:

N/A
N/A
N/A

0.58 2 500
IWG
CFM Initial Resistance: @
Filter Resistance vs Air Flow
Crystal Lake Air 1 865 2 168 2 459 2 780 3 061
Customer Contact Resistance (In. WG) 0.37 0.47 0.57 0.68 0.79 Contact Name
Email Address
Contact Number
Efficiency Rating
ePM1min 99.6 %
Additional Information >>>
Efficiency @ 0.4 µm
MPPS
Efficiency95% min @ MPPS
Efficiency @ MPPS

99.3 %

0.160 um

95.9 %

96.4 %
Efficiency Class T11
@ 2500 CFM
Photograph of Filter Filter Resistance vs Air Flow

0.90 0.80

0.70 0.60

0.50 0.40

0.30 0.20

0.10 0.00

0.79 0.68

0.57 0.47

0.37 Photograph of Label/Markings
500 1 000 1 500 2 000 2 500 3 000 3 500
. Air Flow - CFM . . .

Item 13 Page 32 of 43
Report No.

LVL-22023 Air Filter
Date:

Test Report 3-May-22
Page:
3025 Joseph A Bombardier, Laval, Quebec, Canada H7P 6C5 2 of 2 [email protected]
ISO29461-1 Report, Efficiency Only
Filter Description Test Conditions
Manufacturer:

Product Name:

Part Number:

Nominal Dimensions: (inches)
Product Description:

Media Type:

Camfil
CamGT 3V-600 E10 STD
855242003
Air Flow Capacity (CFM)
Air Temperature (
oC)
Relative Humidity (%)
Barometric Pressure (kPa)
Type of Test Aerosol:

Particle Counter:
2500

21.5 26.8
101.8
DEHS
24x24x24
Gas Turbine Filter
N/A Welas 1200
Particle Size Removal Efficiency
100.0%

98.0%

96.0%

94.0%

92.0%

90.0%

88.0%

86.0%

84.0%

82.0%

80.0%

0.1 1.0 10.0
Particle Size - Microns
As Received Discharged
E (%)
E95min (%) Efficiency

99.3%

99.7%

99.8%

99.9%

99.6%
Efficiency

99.2%

99.6%

99.9%
Range (µm)

0.111
Min (µm)

0.29 Max (µm)

0.39 Mean (µm)

98.37% 0.34

97.26%

96.77%

96.44%

96.68%

96.42%

97.06%

96.37%

96.05%

95.83%

96.19%

95.88%

0.120

0.129

0.138

0.149

0.39 0.56

0.70 0.56

0.70 1.00

0.47 0.63

0.84 99.9%
ePM1:

0.160 ePM1min
: 99.6%

0.172

0.184

0.198

0.213

0.229

0.246

0.264

0.284

96.53%

96.83%

97.07%

97.29%

97.60%

97.89%

98.27%

98.70%

96.00%

96.34%

96.62%

96.87%

97.23%

97.57%

97.98%

98.36%
Min (µm)

1.00 Max (µm)

1.33 Mean (µm) As Received Discharged

1.15 1.49

1.91 1.33

1.65 2.21

1.65 2.21

2.94 2.55
*ePM2.5:
*ePM2.5min
:

0.340

0.392

0.470

0.626

0.835

1.155

1.485

1.911

2.548

3.398

5.233

8.354

99.11%

99.34%

99.56%

99.87%

99.95%

98.93%

99.19%

99.45%

99.76%

99.88%
Min (µm)

2.94 Max (µm)

3.92 6.98

10.00 Mean (µm) As Received Discharged

3.40 5.23

8.35 3.92

6.98 *ePM10:
*In the case of T6+ filters which are rated per ePM1min only, DEHS may be used as the only test aerosol in which case the ePM2.5min and ePM10 fields will remain blank. If KCl aerosol is used, ePM2.5min and ePM10 efficiency will be reported and lower ratings provided. **The results of this test relate only to the test devices in the condition stated herein. The performance results cannot by themselves be quantitatively applied to predict filtration performance in all "real life" environments.

Efficiency Class T11
@ 2500 CFM
. . . .

Item 13 Page 33 of 43

1. Filter Summary
Manufacturer Camfil
Product Name
Part Number
CamGT 3V-600 E10 STD
855242003
Nominal Dimensions (inches) 24 x 24 x 24
Product Description
Procurement Method
Test Date
Gas Turbine Filter
Internal
28-April-2022
1 Clean Air Solutions . . . .

Item 13 Page 34 of 43

2. Deluge Test Results – CamGT 3V-600 E10
Unit CamGT 3V-600 E10
Water Sprayed
Water Upstream
LL75
49 Water Spray Rate
Water Efficiency
L/min %0.415
100
180
N/A1
Total Test Run Time
First Penetration Time
Filter Water Retention
Water Downstream
Minutes
Minutes LL N/A
Pressure drop end of IWG 0.60
Test
Rating PASS
2 Clean Air Solutions . . . .

Item 13 Page 35 of 43
Date: Sep 19th, 2022
Prepared for: Gautam Marwaha
Report Name: Burst test CamGT 3V-600-T9-Std
Prepared by: Ezhil Murugesan
CamGT 3V-600 -T10-Std Crystal
Lake
Burst Test Report
LVL-22042
1 Clean Air Solutions . . . .

Item 13 Page 36 of 43
Date: Sep 19th, 2022
Prepared for: Gautam Marwaha
Report Name: Burst test CamGT 3V-600-T9-Std
Prepared by: Ezhil Murugesan

ABSTRACT
A CamGT is designed for operating in severe and harsh environments but it must also resist the most extreme conditions to ensure the performance and guarantee to protect the gas turbine throughout its life. High-stress burst test was performed on a CamGT 3V 600-T10-Std filter produced in Crystal Lake, USA. Filter was loaded with dust at an airflow of 7645 m³/h to gradually reach the final pressure drop to verify filter integrity.

This test should not be mixed up with a traditional blast wave test, where the filter is exposed to a sudden pressure impact, a blast wave.

RESULTS AND CONCLUSION
The filter element resisted up to a pressure drop of 5000 Pa without visible break or damage. All pleat tips were still in good condition after the test was ended.

The results of this test relate only to the test device in the condition stated herein.

RESULTS OF THE TEST
dP filter (Pa) Observations Status
1000 Pa No bending on any media
packs.

Ok
No damage to filter media.

Filter structure is sound.

No bending on any media
packs.

No damage to filter media.

Filter structure is sound.

Minor bending noticed in centre Ok
of media packs.

No damage to filter media.

Filter structure is sound
Test is ended. All 6 media
packs are still intact.
2000 Pa
3000 Pa
5000 Pa
Ok
Pass
2 Clean Air Solutions . . . .

Item 13 Page 37 of 43

CASESTU DY
Power Systems
CamGT 3V-600
Plant Upgrades to the CamGT 3V-600
Over a 6-Year Lifecycle:

No Final Filter Change-Out
Prevent Engine Degradation
Cut Water Washes by Half
Potential of $937,000 USD Savings / Engine
Optimum water drainage capabilities
PLANT UPGRADES TO THE CAMGT 3V-600 FOR A 6-YEAR LIFECYCLE & TO PREVENT ENGINE DEGRADATION COMPARISON TEST INDICATES A POTENTIAL OF $937,000 USD SAVINGS OVER A SIX-YEAR TIMEFRAME BY UPGRADING TO EPA A new combined cycle plant on Louisiana’s Gulf
Coast has been operating commercially since
2014. The plant has two GE 7F.04 gas turbines,
producing 171 MW each, and a steam turbine
that produces 218 MW, totaling 560 MW of
power.
contaminants before purchasing filters. year; this resulted in a 2% improvement in the heat rate each time they water washed offline.

The trailer is a tool that provides critical insight
into what filtration configuration will withstand the
harsh conditions of the surrounding environment,
prevent the need for water washing, and
eliminate corrosion-related maintenance.

THE TEST
The CamLab was commissioned at the site for
2200 hours (3 months) with three different,
2-stage configurations outlined in Table 1.

In early 2016, a small team of fleet turbine
managers took proactive measures to prevent
compressor corrosion and fouling that had
impacted other 7FA turbines’ power output
across their fleet. Corrosion, if unchecked,
could potentially cost the organization millions
of US dollars due to engine refurbishment and
loss of revenue. Further, the team understood
how fouling could lead to power and engine
degradation. Although degradation caused by
fouling can be mitigated somewhat by offline
washes, some non-recoverable degradation will
remain.

THE SITE The table shows that the CamGT 3V-600 24”
The plant is located less than 20 miles from
the Gulf Coast, along the Mississippi River in
South Louisiana. This particular site has annual
temperatures averaging 70°F, with temperatures
between May and September often exceeding
E10 filter, while offering a better efficiency,
3 clearly outperformed the competitor’s 17”,
F9 filter in terms of pressure drop. The Camfil
CamGT 4V-300 12” E10 filter had a similar
pressure drop performance to the competitor
initially, even with its higher efficiency. This
highlights that filter depth is only one part of
the design - aerodynamics, media performance,
media surface area, as well as construction, are
equally important in designing a well-performing filter. 90°F, with relative humidity over 90% . During
summer, afternoon thunderstorms produce
heavy rainfall over short periods of time.1
Situated in an industrial area, the turbines are
exposed to heavy dust concentrations of various
particulate matter such as gypsum and airborne
Another initiative of the plant is to change their grain from neighboring production plants. major outage schedule from three to six years,
therefore requiring final filters with a six year
lifecycle. In order to select the appropriate
filters that will prevent corrosion and fouling
at this new plant, they decided to test various
filter configurations with Camfil’s on-site testing
trailer. The CamLab, a 28-foot mobile test lab,
consists of four separate ducts that can be
fitted with pre-filters and final filters in order to
monitor and analyze the performance of each
configuration‘s capability of handling a site’s
The 3V-600 configuration performed well in
terms of pressure drop and efficiency due to its
24” deep frame (twice the depth of the 4V-300),
aerodynamic configuration, and optimized media
area. This deep frame allows for unparalleled
media area and low velocity, providing the
lowest pressure drop and longest available life.

In similar environments, the 3V-600 has lasted
over 5 years without change-out, resulting in
high engine availability.

The combination of humidity and heavy dust load
makes this site a challenging environment.

CURRENT FILTER CONFIGURATION
The filter configuration in 2016 was a two-stage,
12” bag prefilter, rated at an M5 efficiency and a
17” compact finalfilter, rated at an F9 efficiency.
2 Heat rate increases, caused by fouling, required
water washes for recovery. The team performed
daily online washes and two offline washes per
123
Philip Grigsby, Forecaster for the National Oceanic and Atmospheric Administration, U.S. Department of Commerce F9 per EN779:2012 : European filter rating system : Average Efficiency≥ 95% on 0.4μm E10 per EN1822 : European filter rating system : E10: Initial Efficiency≥ 85 on MPPS (most penetrating particle size), typically between 0.1-0.2μm www.camfil.com/ps
. . . .

Item 13 Page 38 of 43

CASESTU DY
Power Systems
Chart 1: Pressure Drop Over 3 Months Table 1: Filter Class and Pressure Drop PressureDropOver Time Average
Efficiency

0.4μm

1.8 1.6

1.4 1.21
Filter
Class
dP
”w.g. Filter

1.23” in wg

1.06” in wg Competitor 12” bag + 17” final M5 / F9
F7 / E10
F7 / E10

78.30%

97.86%

99.48%

1.06”

1.23”

0.77”

0.8 0.6

0.4 0.2
.77” in wg Camfil CamFlo 25” bag +
CamGT 4V-300, 12”
Camfil CamFlo 25” bag +
CamGT 3V-600, 24”
0 4/20/2016 5/10/2016 5/30/2016 6/19/2016 7/9/2016 7/29/2016 8/18/2016 9/7/2016 Competitor 12” bag
Final 17”
Camfil CamFlo XMGT 25” Bag
Camfil 4V-300,12” Final
Camfil CamFlo XMGT 25” Bag
Camfil 3V-600 24” Final
LIFE CYCLE COST (LCC) ANALYSIS The plant is expected to potentially save a total of approximately 29% as compared to
the competitor configuration, or an estimated
Since there are no openings with a one-piece
An LCC, total cost of ownership analysis, was gasket, it prevents any water penetration. performed to determine the most cost efficient
set-up. $937,000 USD over a six-year period
4 . Glue
The CamGTs solid, airtight frame is designed to
prevent any bypass due to Camfil‘s patented new
glue technique, the double sealing design. Media
is typically glued to the filter header with 2-4 glue
steps, however, the double sealing design is a
6-step glue technique that fixes the media to the
frame, which ensures leakage prevention.

Figure 1 indicates that the lowest total cost of
ownership over a six-year timeframe is predicted
for the 3V-600 configuration. Due to the higher
E10 efficiency class, the plant would encounter
minimal fouling effects. The majority of savings,
therefore, are a result of lesser fouling leading
to higher power output, with savings up to 88%
percent. By minimizing the fouling effect in this
case, Table 2 shows that the plant could reduce
maintenance needs by requiring half as many
offline washes.

UPGRADE
As a result of the CamLab results and LCC
analysis, Camfil was awarded with the project of
installing the CamFlo prefilters as a first stage
and CamGT filters as a final stage.

ADVANTAGES OF THE CAMGTs
5 A common phenomenon in ordinary inlet air
filters is bypass and leakage, which allows salt,
water, as well as coarse and submicron particles
to pass through filters. Controlling bypass and
leakage will prevent fouling and corrosion,
wearing down of turbine components, as well as
unnecessary and expensive downtime.

Resistant to Humidity
The CamGT not only offers large media surface
area, it also features vertical pleating and
patented interrupted hot melt separators for
optimum water handling.

Table2 further shows that the 3V-600
configuration requires final filter change-out
after 48,000 hours. This would allow the plant
to meet their initiative of operating continuously
for six years without shutdown for final filter
replacement.

Its construction allows trapped water to drain
freely from the filter during operation, thus
avoiding re-entrainment of dissolved impurities
(i.e. salt) and maintaining low pressure drop
under high humidity conditions.

Gasket
The CamGT has a one-piece, poured in place
endless gasket as compared to four-pieces.

Table 2: 6 Year Life Cycle Cost Analysis Figure 1: 6 Year Life Cycle Cost Analysis 6YRS LCC TIME LINE OPEX
CamGT Key Features: ••
High filtration efficiency
Low pressure drop also in wet
conditions
Offline
Water
Wash
Expected
Final Filter
Life
Filter Current Solution: M5 + F9
Camfil Solution: F7 + E10 4V-300
Camfil Solution: F7 + E10 3V-600
••Long filter life
Resistance to turbulence
29% SAVINGS!
Competitor 12” bag +
17” final
Twice /
Year
24,000 hrs
16,000 hrs
CamGT User Benefits: Camfil CamFlo F7 bag +
CamGT 4V-300, 12”
Once /
Year
•••••Increased turbine availability
Lower fuel consumption
Higher power output
Extended turbine life
Reduced life cycle costs (LCC)
88% SAVINGS!
Camfil CamFlo F7 bag +
CamGT 3V-600, 24”
Once /
Year
48,000 hrs

P RE S S URE D R O P I M P ACT F O U L I N G I M P A CT I N S T A LLA T I O N& T O T A L

D I S P O S A L C O S T O F

F I L T E RS
4The LCC was calculated using site-speci
fic data and cannot be used as a prediction for every site. Request a personalized LCC for your site: http://www.camfil.com/ps/Contact The CamGT 3V-600 and 4V-300 have the same media and filter frame. Due to the redesigned shape and increased amount of media in the 3V-600 versus the 4V-300, a much lower and stable pressure drop can 5 be achieved.

Americas: Asia: Europe: Middle East:

[email protected]
613-299-5691
[email protected]
+918800504103
[email protected]
+4942147886180
[email protected]
+97148865882
[email protected]
+8618602184677 www.camfil.com/ps
. . . .

Item 13 Page 39 of 43
167.9 7
4266. 5

37. 6
955
10 9.45
254
157.8 240 1
4008. 4
.287.082
A
Transiti
onCL
Weather louver 3W
x 3H (2x)
A Filter module
6W x 3H
Ski dWeather
louver LH
Weather
louver RH ski d
118.2
3002.3
(ins.)
CamGT 3V-600
E10 (18x) Transiti
on
AOutlet flange A
detail
Weather
louver LH Weather
louver RH

90.4 2296. 1

90.4 2296. 1 Note
View with
:
louvers open
- Dimensions inside [ ] are
imperial units.

C
B
ISO VIEW's
D
A Front
view
B Upper
view
C Left view
D Right
view
E Bottom
view
- The approximate weight of the overall assembly without filters is 1500 kg.

E
A
E
DAC Weight
(kg)
www.camfil.com
E-mail:
[email protected]
Total Surface Area (m²) NB! Tube internal
B surfaces included Quotatio n GENERAL Order No TOLERANCES Machining ISO 2768-c Welding: General EN-ISO 13920-BH
Flanges EN-ISO 13920-F
State
CHECKED_I N
Sheet / No of
sh
/
1 1
Filterhouse 6W x 3H Front
Access
General Arrangement and Assembly Drawing
Note: This is a proposal drawing, NOT to be
used for manufacturing
Sh
A First
format A1
release.

KAS Drawing No
Rev.

Drawn byApproved byDate Scale
Projection method 120700303 A
KAS
No Revisio nDate Drawn
Appr
1:2 0
. . . .

Item 13 Page 40 of 43

EXHIBIT B
SCHEDU
LE

17 . . . .

Item 13 Page 41 of 43
. . . .

Item 13 Page 42 of 43

EXHIBIT C

EQUAL EMPLOYMENT

OPPORTUNITY

PRACTICES

PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the
contractor and each subcontractor shall adhere to equal opportunity employment practices
to assure that applicants and employees are treated equally and are not discriminated
against because of their race, religious creed, color, national origin, ancestry, handicap,
sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for
employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity
Employer" or that all qualified applicants will receive consideration for employment without
regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the
performance of this Agreement, discriminated against
applicants or employees because of
D. Contractor agrees to provide the City with access to, and, if their membership in a protected class. requested to do so by City,
through its awarding authority, provide copies of all of its records pertaining or relating to its
employment practices, except to the extent such records or portions of such records are
confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.

17 . . . .

Item 13 Page 43 of 43
City Council Agenda Report
Meeting Date: May 16, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Services Agreement with Waterline Technologies, Inc.

Recommendation
A. Accept the bid proposal from Waterline Technologies, Inc. (Waterline) as the lowest responsive and responsible bid for the supply of sodium hypochlorite 12.5 percent solution; B. Approve and authorize the City Administrator to execute a Professional Services Agreement with Waterline, in substantially the same form as submitted, for the supply of sodium hypochlorite

12.5 percent solution for a total amount not to exceed $234,490.56, for a three-year term; and C. Authorize a contingency amount of 10% or $23,449, in the event of increased system demands or price volatility and grant authority to the City Administrator to issue amendments for an amount up to the contingency amount, if necessary.

Background
Vernon Public Utilities (VPU) owns eight active production wells that provide potable water to customers within the City’s water service area. The water derived from the production wells is disinfected with a 12.5 percent sodium hypochlorite solution to ensure that the water is potable and bacteria-free. The system cannot be operated without the sodium hypochlorite disinfection solution.

Due to production plant outages, labor shortages, and transportation delays across the country during the COVID-19 pandemic, the industry has experienced a severe shortage of sodium hypochlorite over the past couple of years. The shortage has forced manufacturers and suppliers/distributors to increase product prices multiple times due to supply curtailments that suppliers/distributors have experienced. Consequently, the City’s water treatment costs have increased from $50,975 in Fiscal Year (FY) 2020-21, to $63,890 in FY 2021-22, to a projected $70,000 for FY 2022-23. While the current contract for 12.5 percent sodium hypochlorite solution with Waterline is set to expire on June 30, 2023, it is anticipated that all funds on the contract will be exhausted by the end of May.

Therefore, to avoid a lapse in this essential service and in accordance with Vernon Municipal Code (VMC) 3.32.070 regarding competitive bidding, staff issued a Notice Inviting Bids (NIB) on April 11, 2023 for the supply of sodium hypochlorite 12.5 percent solution. The NIB was published in the local newspaper, the Huntington Park Bulletin, on the City’s procurement website, PlanetBids, and staff directly notified five prospective vendors. Only one bid package was received by the April 24, 2023 deadline. Staff reviewed the bid received from Waterline and deemed it a responsive and responsible bid.

Staff recommends City Council approve the proposed Services Agreement with Waterline in the amount of $234,490.56; and recommends a ten percent (10%) contingency of the total contract value, in the event of increased system demands or price volatility, for a potential total cost not to exceed $257,939.56. Pursuant to VMC Section 3.32.040, City Council approval is required as the proposed contract exceeds $100,000. . . . .

Item 14 Page 1 of 68
The Services Agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is not-to-exceed $257,939.56. Sufficient funds are available in Water Fund, Water Treatment Account No. 058-070-700-520140 for Fiscal Year (FY) 2022-23 and will be budgeted in subsequent fiscal years.

Attachments

1. Services Agreement with Waterline Technologies, Inc. . . . .

Item 14 Page 2 of 68
Page
1 of 17

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WATERLINE TECHNOLOGIES, INC. FOR SUPPLY OF SODIUM HYPOCHLORITE 12.5 PERCENT

SOLUTION

COVER PAGE
Contractor: Waterline Technologies, Inc.

Responsible Principal of Contractor:Thomas R. Berrey, General Manager Notice Information - Contractor: Waterline Technologies, Inc. 620 N. Santiago St.

Santa Ana, CA 92701
Attention: Thomas R. Berrey, General
Manager
Telephone: (714) 564-9100
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Vernon Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: May 16, 2023
Termination Date: May 15, 2026
Consideration: Total not to exceed $234,490.56 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 . . . .

Item 14 Page 3 of 68
Page
2 of 17

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WATERLINE TECHNOLOGIES, INC. FOR SUPPLY OF SODIUM HYPOCHLORITE 12.5 PERCENT SOLUTION This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Waterline Technologies, Inc., a California corporation (“Contractor”).

The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR . City agrees to engage Contractor to
perform the services as hereinafter set forth as authorized by the City Council on May 16, 2023.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Bids issued on or about April 11, 2023, and titled Request for Bids Sodium Hypochlorite 12.5 % Solution, and Contractor's bid to the City ("Bid") dated April 17, 2023, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM.

The term of this Agreement shall commence on May 16, 2023, and it shall continue until May 15, 2026, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and aroundLos Angeles County for the same services. Forsatisfactory and timely performance of . . . .

Item 14 Page 4 of 68
Page
3 of 17
the services, the City will pay Contractor in accordance with the Schedule of Bid Prices set forth in Exhibit“B” attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall notexceed $234,490.56 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreementfee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.

Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

5.5 Contractor shall not receive any compensation for extrawork performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the Schedule of Bid Prices as set forth in Exhibit “B,” if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and . . . .

Item 14 Page 5 of 68
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interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.8.0 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.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor’s performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such . . . .

Item 14 Page 6 of 68
Page
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claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insuredsand under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
iii. General Liability with minimum limits of at least $2,000,000 per occurrence and $4,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, . . . .

Item 14 Page 7 of 68
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injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Contractors Pollution Liability (CPL) policy limit shall provide coverage of no less than $1,000,000 per claim and in the aggregate. Coverage shall apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically inured; cleanup costs; and costs of defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. (1) Contractor shall obtain, pay for, and maintain for the duration of the Agreement CPL insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor.

Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using Subcontractors, the policy must include work performed “by or on behalf” of the insured.
(2) All activities contemplated in the Agreement shall be specifically scheduled on the CPL policy as “covered operation.” In addition, the policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites. (3)The policy shall specifically provide for a duty to defend on the part of the insurer. The City of Vernon, its officers, employees and agents shall be added to the policy as additional insureds by endorsement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit . . . .

Item 14 Page 8 of 68
Page
7 of 17
of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vi. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by . . . .

Item 14 Page 9 of 68
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or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 11.4 CORRECTION OF WORK . Contractor shall promptly correct any
defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct . . . .

Item 14 Page 10 of 68
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the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived.The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall bebinding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.

11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of . . . .

Item 14 Page 11 of 68

California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executedby Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City’s Request for Bids shall control over the Contractor’s Bid.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, . . . .

Item 14 Page 12 of 68

breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Todd Dusenberry, General Manager
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Waterline Technologies, Inc.

Attention: Thomas R. Berrey, General Manager
620 N. Santiago St.

Santa Ana, CA 92701
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. . . . .

Item 14 Page 13 of 68

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, 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 such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.
. . . .

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The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “C”. [Signatures Begin on Next Page].
. . . .

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator

Waterline Technologies, Inc., a California
corporation
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney . . . .

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EXHIBIT A

CONTRACTOR'S BID
. . . .

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at~erline
Technologies

TOM BERREY
Contractor No. 263844
[email protected]
Sales Fax: 714.564.9300
Direct: 714.560.5121
. ,
A Division of Waterline Technologies

CORPORATE OFFICE
620 N. SANTIAGO ST.

SANTA ANA, CA 92701
714-564-9100
FAX 714-564-9700
www.waterlinetech.com
. . . .

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City of Vernon

REQUEST FOR BIDS
SODIUM HYPOCHLORITE 12.5% SOLUTION

FOR THE

DEPARTMENT OF PUBLIC UTILITIES

CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058
NOTICE INVITING BIDS . . . .

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NOTICE INVITING BIDS
for the
Purchase of Sodium Hypochlorite 12.5% Solution
by the
City of Vernon
One original sealed bid must be signed and submitted prior to 3:00 p.m., April 24, 2023 ("Bid Deadline"), to the City Clerk's Office, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 9005 8.

All Bids shall be enclosed in sealed envelopes, distinctly marked "Bid" with the title of the Bid and the bidder's name and address appearing on the outside (each, a "Bid Package").

Bids shall be clearly titled and should be mailed or delivered in person before 3:00 p.m. on the Bid Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. Bids will be opened in the City Clerk's Office at 3: 00 p.n~ on April 24, 2023. At the bid opening, the City Clerk shall open bid packages and acknowledge the receipt of Bids. Once all Bid Packages are opened and announced, the contents (collectively, the "Completed Bid Forms" and the uncompleted forms, the "Bid Forms") will be made available for public review. Except as set forth in Paragraph 17 ("Public Records"), the Completed Bid Forms, once removed from the Bid Packages by the City Clerk, will be a matter of public record.

Bid Documents are available at no charge at www.citvofvernon.org~~planetbids.

City of Vernon Contact Person: Vernon Public Utilities
Attention: Joanna Moreno, P.E., Civil Engineer
Phone: (323) 583-8811 ext. 888
Email: jmoreno~acityofvernon.org
Mandatory Qualifications for Bidder:

A Bid may be rejected as non-responsive if the bidder ("Bidder") fails to meet the essential requirements for qualification.

General Scope:

Bidders shall furnish materials and/or equipment as specified above and under the below conditions:

See Exhibit C —Technical Specifications and Scope
Other Bidding Information:

1. Number of Contract days for delivery from date of placement of order: 2 days.

2. Bidding Documents. Bids must be made on the Bid Forms) contained herein.

NOTICE INVITING BIDS . . . .

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3. Acceptance or Rejection of Bids. The City reserves the right to reject any and all Bids, to award all or any individual part/item of the Bid, and to waive any informalities, irregularities or technical defects in such Bids and determine the lowest responsible Bidder, whichever may be in the best interests of the City. No late Bids will be accepted, nor will any oral, facsimile or electronic Bids be accepted by the City.

4. Bid Irrevocability. Bids shall remain open and valid fox ninety (90) calendar days after the Bid Deadline.

Carlos R. Fandino, Jr.

City Administrator
Dated: (Approved as to form by City Attorney)
Published:

NOTICE INVITIl~IG BIDS . . . .

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City of Vernon
Instructions for Bidders
Equipment or Supplies: Sodium Hypochlorite 12.5% Solution for the Department of Public Utilities
City personnel with whom prospective Bidders will deal with are:

Joanna Moreno, P.E., Civil Engineer, Vernon Public Utilities, 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 ext. 888.

Bid opening date and time: April 24, 2023 3:00 p.m. ("Bid Deadline").

Bids will be received and opened at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, CA 90058.

Bids must be received by the City Clerk prior to the time set for Bid opening. A bid received by the City Clerk after the time set for the Bid opening is anon-responsive Bid and shall not be considered. Except as set forth in Paragraph 17 ("Public Record"), the Completed Bid Forms, once removed from the Bid Packages by the City Clerk, will be a matter of public record.

GENERAL BID REQUIREMENTS
To be considered, a Bidder must strictly follow the format for Bids in the specifications. Bids must be binding and firm. Any Bids tray be withdrawn before Bid opening, but once opened and announced, Bids shall remain open and valid for ninety (90) calendar days after the Bid Deadline.

1. INTERPRETATION OF BIDDING DOCUMENTS AND ADDENDA
A. If any Bidder contemplating submitting a Bid is in doubt as to the true meaning of any part of the Notice Inviting Bids, these Instructions, the Bid Forms, or Addenda (as defined below) (together, the "Bidding Documents"), or who finds discrepancies, errors or omissions therein or who finds variances in any of the Bidding Documents with applicable law, such Bidder shall at once submit a written request for an interpretation ot• cot-rection thereof to the City's representative identified in the Notice Inviting Bids, or other designated individual. All Bidders shall submit such written requests to the City not less than ten (10) calendar days prior to the Bid Deadline. The person ot• entity submitting the request shall be responsible for its prompt delivery to the City's Contact Person identified in the Notice Inviting Bids.

Any response (i.e., interpretation or correction) will be made only by written addendum ("Addendum") issued by the City and a copy of such Addendum will be delivered to all Interested Bidders (defined below) of record. Any Addenda so issued must be acknowledged in the Bid and the cost of any additional equipment INSI~RUCTION TO BIDDERS . . . .

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or modification thereto as a result of the Addenda shall be included in the Bid.

Bidder's failure to acknowledge receipt of all Addenda may result in rejection of the Bid as nonresponsive. No person is authorized to render an oral interpretation or correction of any Bidding Documents and no Bidder may rely on any such oral interpt•etation or correction issued by the City. The City shall not be responsible for• any other explanation or interpretation of the Bidding Documents, or for any oral instructions. City reserves the right to extend the Bid Deadline by issuing an Addendum to Interested Bidders no later than 72 hours prior to the Bid Deadline.

Bidders shall use complete sets of Bidding Documents in preparing Bids; City shall not assume responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents.

B. Addenda will be made available for• inspection at
www.cityofvernon.or~/planetbids. Each Bidder shall ascertain prior to submitting a Bid that the Bidder has received all Addenda issued and the Bidder shall acknowledge their receipt in the Bid.

2. OBTAINING BIDDING DOCUMENTS
Bidder may secure Bidding Documents only from the location specified in the Notice Inviting Bids. City will maintain a list of persons who obtained a copy of these Bidding Documents ("Interested Bidders"). Only Interested Bidders will receive Addenda, if so issued.

3. BID FORMS —SUBMITTAL
A. The Bids shall be made on the forms provided herein with all blank spaces properly filled in.

B. The phraseology shall not be changed, and no additions shall be made to the items mentioned herein. Unauthorized conditions, exemptions, limitations, or provisions attached to a Bid will render it informal and may cause its rejection. All forms t•equiring specific information shall be completed with all applicable information for a Bid to be considered responsive.

C. Include all Bid Forms, properly executed, and intact on forms provided. Enclose the Bid Forms in a sealed envelope; type or print on the envelope "BIDS for" followed by the title and the date and time of the Bid Deadline, and the Bidder's name and address. The envelope may be mailed, hand delivered, or• delivered by courier or package delivery service.

D. One Original Bid shall be mailed, hand delivered, delivered by courier or package delivery service to the City Clerk, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058.

E. Bids received after the Bid Deadline or at any place other than the Off ce of the INSTRUCTION TO BIDDERS . . . .

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City Clerk will not be considered.

4. BID FORMS —AUTHORIZED SIGNATURES
A. The full name, business address, zip code, and business telephone number, with area code of the individual, partnership, joint venture, or corporation submitting the Bid shall be typewritten or legibly printed on the Bid Forms. The Bidder shall sign the form with his/her usual wet ink signature.

B. Sole Proprietorship: An individual shall sign.

C. Partnership (Gene~•al or Limited): A partner shall sign for a partnership; the partner shall give the names and addresses of all partners.

D. Corporation: An officer shall sign for a corporation. The corporate name must be attested by the corporate seal. The names and titles of the president and all officers of the corporation who are authorized to sign the Bid Forms must be listed in an authenticated Incumbency Certificate signed by the corporate secretary. A signature other than a corporate officer's will be accepted only if an authenticated Incumbency Certificate is attached.

E. Joint Venture: Bidders shall use the appropriate sections) listed above in B-D,
based on their applicable situation.

5. BID FORMS —SCHEDULE OF BID PRICES
A. The Bidder shall include in his/her Bid prices) any and all expense ox costs that may be necessary to complete the delivery in accordance with the requirements of the Contract. The cost of all mobilization and/or preparatory work for the shipment of equipment and/or supplies must be included in the Bid, and no extra compensation will be paid to Bidder.

B. The Bidder shall state for each item on the Schedule of Bid Prices form, in clearly legible figures, the Base Bid, the alternates, and the unit price and item total or lump sum, as the case may be, for which he/she proposes to supply materials and equipment. Bids must not contain any erasures, interlineations, strike-throughs or other corrections unless the same are suitably authenticated by affixing in the margin immediately opposite such erasure or correction the initials of the persons) signing the Bid. If any Bid, or portion thereof, is determined by the City to be illegible, ambiguous or inconsistent, City may reject such a Bid as being nonresponsive.

C. In the case of a unit price item, the amount set forth as the item total shall be the product of the estimated quantity times the unit price Bid. In the event of a discrepancy between the unit price Bid and the item total, the unit price shall prevail; however, if the unit price is ambiguous, unintelligible, or uncertain for any INSTRUCTION TO BIDDERS . . . .

Item 14 Page 24 of 68
cause, or• is omitted, or is the same amount as the entry for the item total, then the item total shall prevail and shall be divided by the estimated quantity for the item and the price thus obtained shall be the unit price. Where so indicated by the makeup of the Bid Form, sums shall be expressed in both words and figures, and in case of discrepancy between the two, the amount written in words shall govern.

D. All requested Alternates, if any, shall be Bid. See the Schedule of Bid Prices for more information and the list of Bid Alternates, if any. If no change in the Base Bid is required, enter "No Change."

6. BIDDER'S STATEMENTS OF QUALIFICATIONS
A. Each Bidder• shall be required to complete, execute and submit with its Bid, the foi-rn entitled "Bidder's Statement of Qualifications." B. A responsible Bidder• is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform fully the requirements of the contract documents. In selecting the lowest responsible Bidder, consideration will be given not only to the Bidder's financial standing but also to the general competency of the Bidder for the performance of the work covered by the Bid. By submitting a Bid, each Bidder agrees that the City, in determining the successful Bidder and its eligibility for the award, may consider the Bidder's experience with similar types of furnishing and delivery perfot•mance under other contracts, financial condition, reputation in the industry, and other factors which could affect the Bidder's fulfillment of the request.

7. BIDDER'S AFFIDAVIT OF NON-COLLUSION
An Affidavit ofNon-Collusion in the form attached to this Notice Inviting Bids as Exhibit A, shall be signed under penalty of perjury, certifying that the Bid is not the result of and has not been influenced by collusion. Bidder shall submit this form with its Bid. Any Bid made without such affidavit, or• believed to be made in violation of the requirements set forth in the affidavit form, may be rejected.

8. INSURANCE REQUIREMENTS
The Bidder shall submit to its insurance company or insurance agent the Insurance Requirements in this Specification and the Contract Documents. The insurance company's underwriter• or agent must complete the Insurance Requirements documentation which states that the insurer's underwriter oi• agent will furnish the City with the required insurance documents within fout•teen (14) days after the Bidder's having been notified of the Contract's award. The Bidder shall submit this form with its Bid. Any Bid made without this statement, or made with an incomplete statement, may be rejected.

INSTRUCTION TO BIDDERS . . . .

Item 14 Page 25 of 68

9. PRICES AND PAYMENTS
Approximate quantities listed in the Schedule of Bid Prices are estimates given foi• comparing Bids, and no claim shall be made against the City for excess or deficiency therein, actual or relative.

Pursuant to Vernon Municipal Code Section 3.32.220(C), compensation rates to be paid by the City shall not be increased dut•ing the term of a contract except where external factors are going to significantly affect costs and rates during the term of the contract, and any such increase is directly tied to the most appropriate index or cost-of-living rate or a pass through of increased costs charged to the contractor. Contractor shall notify the City in advance of implementing any increase and provide appropriate supporting documents.

10. SUBSTITUTIONS
No requests foi• substitution shall be considered by City.

11. RETURN OF IMPROPER BIDS
Bids submitted after the Bid Deadline are non-responsive and shall be returned to the Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted Bids shall not be considered unless the Notice Inviting Bids expressly permits such means of transmittal.

12. WITHDRAWAL OF BIDS
Bidder may withdraw its Bid either• personally or by written request any time prior to the scheduled Bid Deadline by notice to the City's Contact Person designated in the Notice Inviting Bids. If such notice is written, it shall be signed by the Bidder and shall be date -
stamped and time-stamped by the City upon receipt. Withdrawn Bids may be resubmitted before the Bid Deadline provided that they are in full conformance with these Instructions to Bidders. Once submitted and opened, all Bids are irrevocable, except as otherwise provided by law. Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid that such Bid shall remain open, is irrevocable, and may not be modified, withdrawn, or cancelled for a period of ninety (90) days after award of the Contract.

13. OPENING AND EVALUATION OF BIDS
A. Bid Opening and Tabulation. The Bids shall be opened and read in public after the Bid Deadline has expired at the time and location listed in the Notice Inviting Bids. A tabulation of all Bids received will be available for public inspection at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, CA during regular• business hours for a period of not less than thirty (30) calendar days following the Bid Deadline. The City reserves the right to accept or reject any or all Bids and be the sole judge regarding the suitability of the products, services or supplies offered; and/or to waive any irregularities or informalities in any Bids or in the bidding INSTRUCTION TO BIDDERS . . . .

Item 14 Page 26 of 68
process. The City further reset•ves the right to purchase all or• fewer than all items or quantities of each item listed in the Bidding Documents. The award of the Contract, if made by the City, shall be to the lowest responsive and responsible Bidder. If Bid Alternate Items are called for, the lowest Bid shall be determined according to Paragraph 15 below.

B. Evaluation of Bids.

1. Mandatory Qualifications. A Bid shall be rejected as non-responsive if the Bidder fails to document in the Bid that Bidder meets the essential requirements for qualification described in the Notice Inviting Bids.

2. Responsive Bid. A responsive Bid is a Bid which conforms, in all matel•ial respects, to the Bidding Requirements and Bidding Documents.

3. Responsible Bidder. A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform fully the requirements of the Bidding Documents.

4. Competency of Bidders. In selecting the lowest responsible Bidder, consideration will be given not only to the financial standing but also to the general competency of the Bidder for the delivery of the equipment covered by the Bid including, but not limited to, the experience of the Bidder in supplying and delivery of equipment and materials for public agencies. By submitting a Bid, each Bidder agrees that the City, in determining the successful Bidder and its eligibility for the award, may consider the Bidder's experience with similar types of delivery of equipment or materials, conduct and performance under other contracts, financial condition, reputation in the industry, and other factors which could affect the Bidder's fulfillment of the request.

A. Tie Bids. If two or more Bids meeting the specifications and other requirements of the Bidding Documents are tied for low price, the Bids will be treated as follows:
(i) if there is a significant difference in the responsibility of the Bidders (including ability to deliver in the quantity and at the time required), the award will be made to the Bidder who is deemed to be the most responsible.
(ii) if there is no significant difference in the responsibility of the Bidders, but there is a difference in the quality of the equipment or materials offered, the Bid offering the best quality of services will be accepted.
(iii) if there is no significant difference in the responsibility of the INSTRUCTION TO BIDDERS . . . .

Item 14 Page 27 of 68
Bidders and no difference in the quality of the items offered, the Bid offering the earliest delivery time will be accepted in any case in which the Bid information specified that the needs of the City require delivery as early as possible. In all other• cases, delivery time will not be considered in making awards so long as the Bidder states delivery will occur not later than the time specified in the Bid information as the latest acceptable delivery time.
(iv) if the Bids quoting the same price are equal in every respect, the award may be split or made by lot.

14. AWARD OF CONTRACT
The City reserves the right to reject any or all Bids and to waive any or all information or technical defects, as the interest of the City may require. Award of Contract or rejection of Bids will be made by the City within ninety (90) calendar days following the Bid Opening.

15. BASIS OF AWARD
A. A Contt•act will be awarded to the lowest responsive and responsible Bidder meeting all requirements set forth in these Bidding Documents.

B. City reserves the right in its sole discretion to select any, all, or none of the Bid Altet•nates at the time of award of the Contract, regardless of whether such Bid Alternates were used in the analysis to determine the lowest Bid.

16. EXECUTION OF CONTRACT
~1Vithin fourteen (14) calendar days after being notified by City that it has been awarded the Contract, Bidder shall deliver to the City the following documents:

A. One executed Contract in the form attached to this Notice Inviting Bids as Exhibit B, properly executed by Bidder and, if Bidder is a corporation, evidence of its corporate existence and that the persons signing the Contract are authorized to do so. All signatures must be notarized.

B. Properly executed policies of all of the following: (a) the Commercial General Liability Insurance, (b) the Automotive Liability Insurance, and (c) Professional Liability, if required, and (e) the corresponding endot•sements for each policy in accordance with the requirements set fot•th in Article 12 of the General Conditions.

In the event that the fourteenth calendar day falls on Saturday, Sunday, a legal holiday for the State of California, or on days when City Hall is closed, the aforesaid documents shall be delivered by the following Working Day.

After receipt of said documents within said time period or any extension thereof granted INSTRUCTION TO BIDDERS . . . .

Item 14 Page 28 of 68
by the City, the City shall execute the Contract and return a fully executed copy to Bidder for its files.

17. PUBLIC RECORDS
City seeks to conduct its business openly. Upon opening, all Bids shall become a matter of public recot•d and shall be regarded as public, with the exception of those elements of each Bid that at•e identified by the Bidder and plainly marked as "tt•ade secret," "confidential," or "proprietary," including any Statement of Qualifications and financial statements submitted by Bidders. Each element of a Bid which a Bidder desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents, or other•, non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If City receives a request from a third party to make a Bid available for inspection and copying, the City will notify the Bidder of the request. If a Bidder instructs the City that the infot•mation is not to be released, City will withhold the information, provided, the Bidder• expeditiously seeks a protective order from a court of competent jurisdiction to prevent such release. If disclosure is required under the California Public Records Act or otherwise by law (despite the Bidder's request for confidentiality), the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof.

Bidder shall indemnify, defend (including Bidder's providing and paying for legal counsel for City), and hold harmless City, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or• expenses arising out of or alleging City's refusal to publicly disclose one or more records that Bidder identifies as protectable, or asserts is protectable.

18. SPECIAL CITY REQUIREMENTS
Special City forms and their instructions are an integral part of these specifications and failure to submit same may be grounds, in the sole discretion of the City, for rejection of any Bidder.

A. Equal Employment Opportunity in Contracting. The City of Vernon is committed to a policy of equal opportunity in contracting. Qualified firms including small businesses and businesses owned by women, minorities, and disabled persons are encouraged to submit bids or proposals. Bidders expressly agree to comply with the City's ordinances and regulations regarding Equal Opportunity Employment as well as regulations that may be mandated by the source of the funds supporting the Contract. Bidder certifies and represents that during the performance of this Contract, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service aie treated equally and are not discriminated against because of their race, religion, religious belief, color, national origin, citizenship, ancestry, INSTRUCTION TO BIDDERS . . . .

Item 14 Page 29 of 68
disability, sex, age, medical condition, pregnancy, sexual orientation or marital status. Bidder certifies that it will not maintain any segregated facilities.

Bidder shall comply with all applicable Federal and California laws including, but not limited to, the California Fair Employment and Housing Act (California Government Code Section 12900, et seq.), California Labor Code Section 1735, and The Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.). Bidder• shall require like compliance by all Subcontractors employed on the Work.

19. BID PROTEST PROCEDURES
A. Any Bidder submitting a Bid directly to the City and eligible for award of the Contract may file a pt•otest if the Bidder• complies with all of the following requirements and conditions:

1. The Bid protest is in writing;

2. A protest based upon alleged defects or improprieties in the Bidding Documents is filed with the City ~t•ior to the Bid Deadline;

3. All other protests are to be filed and received by the City no more than five (5) calendar days following the City's notice of intent to award the Contract; and

4. The written Bid protest sets forth, in detail, all grounds for the Bid protest, including without limitation: all facts, supporting documentation, legal authorities, and argument in support of the grounds for the Bid protest. All factual contentions must be supported by competent, admissible, and credible evidence.

B. Any matters not set forth in the written Bid protest will be deemed waived. Any Bid protest not conforming to the foregoing requirements and conditions will be rejected by the City as invalid.

C. Bid Dispute Indemnification. In the event of a Bid dispute based upon the Bidder's submission of this Bid and the City's acceptance of same, the Bidder shall indemnify, defend (with counsel acceptable to City), and hold harmless the City, its City Council members, employees, and agents from liability, claims, demands, damages, and costs arising therefrom if such dispute or action arises solely upon the award of a Contract in compliance with federal, state, and local laws. [END OF DOCUMENT]
INSTRUCTION TO BIDDERS . . . .

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EXHIBIT A

AFFIDAVIT OF NON-COLLUSION
INSTRUCTION TO BIDDERS . . . .

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AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR

STATE OF CALIFORNIA )
ss

COUNTY OF LOS ANGELES )
Thomas Berrey
and says that he/she is General Manager
being first duly sworn deposes
(Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) of Waterline Technologies Inc.
(Insert name of bidder)
who submits herewith to the City of Vernon a bid/proposal; That all statements of fact in such bid/proposal are true; That such bid/proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such bidlproposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed confiract; and further That prior to the public opening and reading of bids/proposals, said bidder:
a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham bidlproposal;
b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid/proposal, or that anyone should refrain from bidding or withdraw his/her bid/proposal;
c. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid/proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his/her bid/proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his/her bid/proposal price or any breakdown thereof, or the contents thereof, or divulge information or data. relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vernon, or to any person or persons who have a partnership or other financial interest with said bidder in his/her business.

I certify under• penalty of per jury that the above information is correct By: ~y~~ ~ a _ Title: GM
Date: 04/17/2023
March 2013
. . . .

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EXHIBIT B

STANDARD FORM OF CONTRACT
INSTRUCTION TO BIDDERS . . . .

Item 14 Page 33 of 68
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR SUPPLY OF SODIUM HYPOCHLORITE 12.5% SOLUTION

COVER PAGE
Contractor: [insert name of contractor]
Responsible Principal of Contractor: [insert name, title] Notice Information -Contractor: [insert name of contractor] [insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Telephone: [insert phone number]
Notice Information -City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Vernon
Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: [insert commencement date]
Termination Date: [insert termination date]
Consideration: Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20

. . . .

Item 14 Page 34 of 68
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR SUPPLY OF SODIUM HYPOCHLORITE 12.5% SOLUTION
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in] corporation ("Contractor").

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City's Request for Bids issued on or about 4/17/2023 ,and titled Request for Bids Sodium Hvpochlorite 12.5% Solution, and Contractor's bid to the City ("Bid") dated
4/12/2023 ,Exhibit "A", a copy which is attached to and incorporated into this Agreement by reference.

2.2 All services shall be performed to the satisfaction of City.

2.3 All services shall be performed in a competent, professional, and satisfactory manner in accordance with the prevailing industry standards for such services.

3.0 PERSONNEL.

3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.

3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.

3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.

4.0 TERM.

The term of this Agreement shall commence on [state date], and it shall continue until [state date which may not be more than three years from the commencement date], unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.
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Item 14 Page 35 of 68

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the Schedule of Bid Prices set forth in Exhibit "B" attached hereto and incorporated herein by reference.

5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed [state amount] without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.

Unless othettivise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.

5.4.2 Approved reproduction charges.

5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.

5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, "extra work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the Schedule of Bid Prices as set forth in Exhibit "B," if the extra work has been approved by the City.

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor's sole cost and expense, such licenses, permits, and approvals as may be required . Page 3 of 18 . . .

Item 14 Page 36 of 68
by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month.

6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.

6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.

6.6 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.

8.0 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.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or . Page 4 of 18 . . .

Item 14 Page 37 of 68
omissions of Contractor hereunder, or arising from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ("Claims"), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors' policy shall be primary and non-contributory and will not seek contribution from the City's insurance orself-insurance.
iii. General Liability with minimum limits of at least $2,000,000 per occurrence and $4,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor's policy shall be primary and non-contributory and will not seek contribution from the City's insurance orself-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and . Page 5 of 18 . . .

Item 14 Page 38 of 68
hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ("Claims"), which are attributable to any act or omission by the City under the performance of the services.
iv. Contractors Pollution Liability (CPL) policy limit shall provide coverage of no less than $1,000,000 per claim and in the aggregate. Coverage shall apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically inured; cleanup costs; and costs of defense, including costs and expenses incurred in the investigation, defense, or settlement of claims.
(1) Contractor shall obtain, pay for, and maintain for the duration of the Agreement CPL insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor.

Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using Subcontractors, the policy must include work performed "by or on behalf' of the insured.
(2) All activities contemplated in the Agreement shall be specifically scheduled on the CPL policy as "covered operation." In addition, the policy shall provide coverage for the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites. (3) The policy shall specifically provide for a duty to defend on the part of the insurer. The City of Vernon, its officers, employees and agents shall be added to the policy as additional insureds by endorsement. The additional insured coverage under the Contractor's policy shall be primary and non-contributory and will not seek contribution from the City's insurance or self-insurance.
v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers' compensation insurance in accordance with the laws for California for all of the subcontractor's employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
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Item 14 Page 39 of 68
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vi. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII.
viii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. Further, Contractor . Page 7 of 18 . . .

Item 14 Page 40 of 68
has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. City assumes no liability for Contractor's actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

11.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or othen~vise.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

11.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

11.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification

. . . .

Item 14 Page 41 of 68
and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

11.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.

11.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

11.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

11.11 INTERPRETATION.
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11.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.

11.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes ali prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect.

11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City's Request for Bids shall control over the Contractor's Bid.

11.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

11.12 TIME OF ESSENCE. Time is strictly of the essence of this agreement and each and every covenant, term, and provision hereof.

11.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.

. . . .

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11.14 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach, or any other aspect of this Agreement, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.

11.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.

If to the City:

City of Vernon
Attention: Todd Dusenberry, General Manager
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior . Page 11 of 18 . . .

Item 14 Page 44 of 68
to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, 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 such document and other information within fifteen (15) days of the request.

11.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the event the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement

. . . .

Item 14 Page 45 of 68
and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

11.21 CONFLICT. Contractor hereby represents, warrants, and certifies that no member, officer, or employee of the Contractor is a director, officer, or employee of the City of Vernon, or a member of any of its boards, commissions, or committees, except to the extent permitted by law.

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay.

11.24 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that . Page 13 of 18 . . .

Item 14 Page 46 of 68
it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "C". [Signatures Begin on Next Page].

. . . .

Item 14 Page 47 of 68
N WITNESS WHEREOF, the Parties have executed this Agreement as of the Commencement Date stated on the cover page.

City of Vernon, a California charter City
and California municipal corporation
Carlos Fandino, City Administrator
ATTEST:

Lisa Pope, City Clerk
APPROVED AS TO FORM:

Zaynah N. Moussa,
City Attorney
[CONTRACTOR'S NAME], a [State
incorporated in] corporation
By:

Name:

Title:

By:

Name:

Title:
. Page 15 of 18 . . .

Item 14 Page 48 of 68

EXHIBIT A

CONTRACTOR'S PROPOSAL

. . . .

Item 14 Page 49 of 68

EXHIBIT B

SCHEDULE
. Page 17 of 18 . . .

Item 14 Page 50 of 68

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.

. . . .

Item 14 Page 51 of 68

EXHIBIT C

TECHNICAL SPECIFICATIONS AND SCOPE
INSTRUCTION TO BIDDERS . . . .

Item 14 Page 52 of 68

TECHNICAL SPECIFICATIONS AND SCOPE
SODIUM HYPOCHLORITE 12.5% SOLUTION
A. Product Requirements

1. The sodium hypochlorite 12.5% solution shall conform to the American Water Works Association's (AWWA) Standard for Hypochlorites, ANSI/AWWA B300, current version.

2. The sodium hypochlorite 12.5% solution shall be certified as meeting the specification of National Sanitation Foundation International/American National Standards Institute Standard 60 (NSF/ANSI 60): Drinking Water Treatment Chemicals —Health Effects, current version.

3. Pursuant to the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA.), the product must be registered with the United States Environmental Protection Agency and the California Department of Pesticide Regulation.

4. The product must comply with all applicable federal, state, and local laws and regulations.

B. Scope

1. Delivery time and date shall be arranged upon placement of the order and shall be between the hours of 7:00 a.m. and 4:00 p.m., Monday through Thursday. Bulk deliveries shall be biweekly unless otherwise directed. Annual deliveries average 18,000 gallons. Requests to deviate from the schedule must be confirmed with a City representative 48 hours prior to the scheduled delivery.

2. The contractor shall meet with a designated City representative prior to starting deliveries. Access to the sites shall be controlled by a designated City representative.

Deliveries will be made to approximately 6 sites, 8 facilities within the City. The City is 5.2 square miles.

3. All shipments shall be accompanied by a bill of lading clearly identifying product delivered to be AWWA B300- and NSF/ANSI 60-certified by stamp or typed written statement — no handwritten notation will be accepted. Failure to provide clear identification that the product meets the aforementioned standards will result in rejection of the delivery at no cost to the City. The bill of lading shall also include the purchase order number, delivery date, quantity, product description, weighmaster's Certificate of Weight, price, and unique invoice number.

4. The product must contain nothing that will adversely affect the public water supply or be injurious to sodium hypochlorite feeding equipment. The transporting equipment shall be clean and free from residue that may contaminate the product or impede the unloading process. The chemical may be inspected and/or sampled before, during, or after any delivery and tested to confirm compliance with all the specifications.

Persistent clogging, deliveries containing significant amounts of debris, and/or chemical not meeting the technical specifications will be considered deficiencies. If deficiencies are detected, the chemical will be rejected and the contractor will be required to remove and replace any and all of the chemical. The contractor will also be responsible for cleaning the associated tanks and piping that are contaminated by a delivery determined to be deficient, at no cost to the City. If the contractor fails to remove and replace the deficient chemical in a timely manner, the City may remove INSTRUCTION TO BIDDERS . . . .

Item 14 Page 53 of 68
and dispose of the contaminated chemical and clean the chemical storage tanks and associated piping at the contractor's expense. Payment for the delivered chemical will not be made until any defects are corrected and the chemical replaced and accepted.

5. Packaging, shipping, and deliveries must be made in accordance with all applicable federal, state, and local laws and regulations, including but not limited to those established by the federal and state (as applicable) Occupational Safety and Health Administration (OSHA), Environmental Protection Agency (EPA), and Department of Transportation (DOT).

6. Drums and emergency orders are to be delivered within 48 hours from request.

7. Should a chemical spill or leak occur as a result of contractor's negligence, faulty equipment, or inferior packaging, the contractor shall be responsible for cleaning the spill/leak and for bearing any costs incurred due to the cleanup. It shall be the contractor's responsibility to effect immediate containment, cleanup, disposal, and restoration in accordance with the individual facility requirements and all applicable laws and regulations. All materials associated with such cleanup operations shall be hauled away and lawfully disposed of at no charge to the City. If the spill is not cleaned up, the City will hire a certified hazardous material handling company to clean up the spill, and the costs incurred, including any fines or penalties which may be imposed by regulating authorities, will be charged to the bidder or deducted from amounts owed. The contractor shall indemnify and hold the City harmless from any failure to properly report and/or comply with federal and/or state regulations regarding spills or releases.

8. The City shall receive first priority for goods and services during and after a public emergency and/or natural disaster.

C. Documents to be submitted with bid:

1. In accordance with Section 64590, Title 22 of the California Code of Regulations (CCR), no chemical or product shall be added to drinking water by a water supplier unless the chemical or product is certified as meeting the specifications of NSF/ANSI 60, current version. Certification shall be from an ANSI-accredited product certification organization whose certification system includes the criteria for ensuring the chemical or product meets NSF/ANSI 60 per Section 64590 of the CCR. Bidders shall submit an affidavit of compliance from the ANSI-accredited product certification organization. Bidders shall include a statement by the chemical manufacturer, signed by an authorized representative on letterhead stationery, attesting to the affidavit's validity. In lieu of submitting an affidavit of compliance and a letter attesting to the affidavit's validity, a current printout from the ANSI -
accredited product certification organization is acceptable. If NSF certification lapses or is revoked, it is the responsibility of the contractor to inform the City within 24 hours from the date verbal or written _notice is received. Loss of certification shall constitute sufficient grounds for immediate termination of the contract.

2. A representative analysis of the chemical to be supplied, as prepared by a reputable laboratory or bidder's in-house laboratory, if certified by the International Organization for Standardization (ISO).

3. Name and address of the chemical manufacturer.

4. Product Bulletin and Typical Properties.

5. Safety Data Sheet (SDS).

INSTRUCTION TO BIDDERS . . . .

Item 14 Page 54 of 68

6. Certificate of Registration issued by the California Department of Pesticide Regulation.

INSTRUCTION TO BIDDERS . . . .

Item 14 Page 55 of 68

BID FORMS
INSTRUCTIpN TO BIDDERS . . . .

Item 14 Page 56 of 68

SCIIEDULE OF BID PRICES
BIDDER: Waterline Technologies Inc.

Quantity
(for
Item bidding
No. Desct•i tion Units ur oses Unit Cost Item Total
Bulk Sodium
1 Hypochlorite 12.5% Gal 18,000 $ 3.05 $ 54,900.00
Solution
55-Gallon Drum
2 Sodium
Hypochlorite 12.5% Ea 96 $ 233.52 $ 22 417.92 '
Solution
15-Gallon Carboy
3 Sodium
~
a 10 $ 84.56 $ 845.60 Hypochlorite 12.5%
Solution
BID TOTAL $ 78,163.52
WRITTEN AMOUNT Seventy Eight Thousand one hundered sixty three and fifty two cents ~y►~~ /~ 8
Signature
Thomas Berrey GM
Name &Title
04/17/2023
Date
620 Santiago Street Santa Ana, CA 92701
Address
INSTRUCTION TO BIDDERS . . . .

Item 14 Page 57 of 68

BIDDER'S STATEMENT OF QUALIFICATIONS

1. ORGANIZATION

1.1 How many years has your organization been in business as a Contractor? 66 Yeas

1.2 How many years has your organization been in business under its present name? 66 Years

1.2.1 Under what other names has your organization operated?

1.3 If your organization is a corporation, answer the following:

1.3.1 Date of incorporation/organization: 1957

1.3.2 State of incorporation/organization; California

1.3.3 Corporate ID number: C0338283

1.3.4 Name of President: Kirk Buttermore

1.3.5 Agent for Service of Process:

1.4 If your organization is a partnership, answer the following:

1.4.1 Date of organization/formation:

1.4.2 Type of partnership (if applicable):

1.4.3 Names) of general partner(s):

1.4.4 List all states in which you are registered and state ID numbers for each:

1.5 If your organization is individually owned, answer the following:

1.5.1 Date of organization:

1.5.2 Name of owner:

1.6 If the form of your organization is other than those listed above, describe it and name the principals:

INSTRUCTION TO BIDDERS . . . .

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2. LICENSING
2,1 List jurisdictions in which your organization is legally qualified to do business, indicate registration or license numbers, and category of license, if applicable.

California

2.2 List jurisdictions in which your organization's partnership or trade name is filed.

California

2.3 List any licensing suspensions and/or violations assessed against your organization within the past five years.

None

3. EXPERIENCE

3.1 List the categories of Work that your organization normally performs with its own personnel.

Delivery of Water Treatment Chemicals
Service and Repairs

3.2 On the Experience Form, list the project information that establishes that Bidder meets the essential requirements for qualification set forth in the Mandatory Qualifications paragraph of the Notice Inviting Bids for this Project.

3.3 On a separate sheet, list projects to which your firm or business has been awarded a government contract since your firm or business has been in existence (giving the name and address of the project, the government agency, contact name and phone number, the contract amount, and contract's starting date and ending date).

3.4 On a separate sheet, list the experience and present commitments of the key individuals of your organization.

4. CLAIMS; LAWSUITS; CRIMINAL ACTS
For the following questions, the term "owner" does not include owners of stock in your firm if your firm is apublicly-traded corporation.

4.1 In the past five (5) years, have, you, your firm or any of its owners, partners, officers, or employees been a defendant in court, or participated in an arbitration or mediation, on a matter related to:

INSTRUCTION TO BIDDERS . . . .

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4.1.1 The performance, non-performance, default, violation, or breach of a contract or agreement?
❑ YES ~ NO

4.1.2 A vehicle collision or accident involving your firm's employees? ❑ YES ~ NO

4.1.3 Damage to real property arising out of your services or operations? ❑ YES ~ NO

4.1.4 Employment-related litigation brought by an employee of your firm? ❑ YES ~ NO

4.1.5 Payment to a subcontractor or supplier?
❑ YES ~ NO

4.1.6 Defective, deficient, or substandard work?
❑ YES ~ NO
If the answer to any questions in 4.1.1 to 4.1.6 is YES, identify the name of the person or entity that sued (i.e., "the plaintiff") or was involved in the mediation or arbitration; list the date, court, court address, and case number; describe the facts and circumstances giving rise to the lawsuit, mediation, or arbitration; and set forth the outcome or disposition. Attach additional sheets as necessary.

4.2 Have you or your firm ever filed a claim for damages or a lawsuit, or requested arbitration or mediation, against a government entity or a Client?
❑ YES ~ NO
If YES, identify the government entity or client; list the date, court and case number; describe the facts and circumstances about the claim for damages, or the lawsuit, or both; and set forth the outcome or disposition. Attach additional sheets as necessary.

4.3 Are there any pending or outstanding judgments or liens against you, your firm, or any of its owners, partners, officers, or employees?
❑ YES ~ NO
If YES, identify the name of the person or entity entitled to payment; list the date court and case number; describe the facts and circumstances giving rise to the judgment or lien; and set forth the amount of the judgment or lien. Attach additional sheets if necessary.

4.4 In the past five (5) years, has any government entity ever: (a) investigated, cited, disciplined, INSTRUCTION TO BIDDERS . . . .

Item 14 Page 60 of 68
or assessed any penalties against you, your firm, or any of its owners, partners, officers, or employees, or (b) determined or concluded that your firm or any of its owners, partners, officers, or employees violated any laws, rules, or regulations? ❑ YES ~ NO
If YES, identify the government entity; list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

4.5 In the past five (5) years, have you, your firm or any of its owners, partners, officers or employees been convicted of a crime related to the bidding of a government contract, the awarding of a government contract, or the performance of a government contract? ("Convicted" includes a verdict of guilty by a judge or jury, a plea of guilty, a plea of nolo contendere, or a forfeiture of bail.)
❑ YES ~ NO
If YES, identify the government entity; list the date, court and case number; describe the facts and circumstances about each instance; and set forth the penalty or punishment imposed. Attach additional sheets as necessary.

4.6 In the past five (5) years, have you, your firm, or any of its owners, partners, officers or employees been convicted of a crime involving embezzlement, theft, fraud, forgery, bribery, deceptive or unlawful business practices, perjury, falsifying or destroying records or evidence, or receiving stolen property, or making or submitting a false claim? ❑ YES ~ NO
If YES, identify the crime or offense; list the date, court and case number; describe the facts and circumstances about each instance; and set forth the penalty or punishment imposed. Attach additional sheets as necessary.

4.7 Have you or, if Bidder is a corporation, any principal of the corporation ever been convicted of a felony?
❑ YES ~ NO
If YES, please explain the details of that conviction and, if so, whether you or said officer have served his or her sentence.

4.8 In the past five (5) years, has a government entity determined or concluded that you, your firm, or any of its owners, partners, officers or employees made or submitted a false claim (including a false claim for payment), or made a material misrepresentation? ❑ YES ~ NO
If YES, identify the government entity, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

INSTRUCTION TO BIDDERS . . . .

Item 14 Page 61 of 68

4.9 Have you or your company ever been charged by any governmental agency for failure to follow safety procedures? If YES, please explain.
❑ YES ~ NO

4.10 Has any governmental agency ever submitted a complaint against you or your firm to the California State Labor Commission for failure to submit certified payrolls? If your answer is "Yes", please provide the details of such complaint. ❑ YES ~ NO

5. FIRM'S OPERATIONAL STATUS

5.1. In the past seven (7) years, has your firm, or anyone else acting on behalf of your firm, filed for bankruptcy, insolvency, receivership, or reorganization? ❑ YES ~ NO
If YES, list the filing date, identify the court and case number; describe the facts and circumstances giving rise to each instance; and set forth the disposition or current status.

Attach additional sheets as necessary.

5.2. In the past five (5) years, has your firm had an consolidations, mergers, acquisitions, closings, layoffs or staff reductions?
❑ YES ~ NO
If YES, list the filing date, and describe the facts and circumstances about each instance.

Attach additional sheets as necessary.

5.3. Is your firm in the process of, or in negotiations toward. (a) consolidating, merging, selling, or closing its business, or (b) laying off employees or reducing staff? ❑ YES ~ NO
If YES, describe the transaction; list the anticipated date for completing the transaction, laying off employees, or reducing staff; and describe the facts, circumstances, and reason for taking the action. Attach additional sheets as necessary.

6. BIDDING; DEBARMENT; CONTRACT PERFORMANCE

6.1. Has a government entity ever debarred, disqualified, removed, suspended, or otherwise prevented you or your firm from bidding on, contracting, or completing a construction project?
❑ YES ~ NO
INSTRUCTION TO BIDDERS . . . .

Item 14 Page 62 of 68
If YES, identify the name of the government entity, list the date, and describe the facts and circumstances about each instance, and state the reason for the government entity's action against your firm. Attach additional sheets as necessary.

6.2. Has a government entity ever rejected your firm's Bid or Proposal on the ground that you or your firm is a "non-responsible" bidder or proposer? If YES, identify the name of the government entity, list the date, describe the facts and circumstances about each instance, and state the reason or basis for the government entity's determining that your firm was a "non-responsible" bidder. Attach additional sheets as necessary.

6.3. Have you or your firm ever failed to fulfill or perform —either partially or completely — a contract or an agreement with a government entity or a client? ❑ YES ~ NO
If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

6.4. In the past five (5) years, have you or any officer or principal of your firm been an officer of another firm which failed to perform a contract or agreement? ❑ YES ~ NO
If YES, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

6.5. Has your firm ever advised a government entity or a client, while your firm was under contract with the government entity or client, that your firm could not (or would not) fulfill or perform —either partially orcompletely —the contract or the agreement based on the prices that your firm had originally submitted in a Bid or a Proposal? ❑ YES ~ NO
If YES, list the date, identify the name of the government entity or client, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

6.6. Has your firm ever requested a government entity or a client, while your firm was under contract with the government entity or client, to renegotiate one or more terms of the existing contract or agreement?
❑ YES ~ NO
If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

INSTRUCTION TO BIDDERS . . . .

Item 14 Page 63 of 68

6.7. Has your firm ever requested a government entity or a client, while your firm was under contract with the government entity or client, to. (a) cancel the contract or agreement, or (b) release or discharge your firm form the contract or agreement? ❑ YES ~ NO
If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

6.8. Has a government entity or a client ever terminated, suspended, or non-renewed your firm's contract or agreement before its completion?
❑ YES ~ NO
If YES, identify the name of the government entity, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

6.9. Has a government entity or a client ever notified or advised your firm that your firm's performance under a contract or agreement was poor, sub-standard, deficient, or noncompliant? ❑ YES ~ NO
If YES, identify the name of the government entity or client, list the date, and describe the facts and circumstances about each instance. Attach additional sheets as necessary.

6.10. In the past five (5) years, has your firm paid, or has your firm been assessed, liquidated damages on a contract or agreement?
❑ YES ~ NO
If YES, identify all such contracts/projects by owner, owner's address, the date of completion of the project, amount of liquidated damages assessed, and all other information necessary to fully explain the assessment or payment of liquidated damages. Attach additional sheets as necessary.

7. INSURANCE AND BONDS

7.1. In the past ten years, has an insurance company or a surety company.

7.1.1. Refused to insure your firm for liability coverage? ❑ YES ~ NO

7.1.2. Canceled ornon-renewed your firm's insurance coverage? ❑ YES ~ NO

7.1.3. Refused to issue your firm a bond?
❑ YES ~ NO
INSTRUCTION TO BIDDERS . . . .

Item 14 Page 64 of 68

7.1.4. Canceled or revoked a bond obtained by your firm? ❑ YES C~NO
If the answer to any questions in 7.1.1 to 7.1.4 is YES, identify the name of the insurance company or surety company, list the date, and describe the facts and circumstances about each instance. Attach addition sheets as necessary.

7.2 In the past ten (10) years, has an insurance company or surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims against a performance bond, payment bond, or maintenance bond issued on your firm's behalf? ❑ YES ~NO
If YES, identify each contract completed or amount of each claim, the name and telephone number of the claimant, the date, grounds and current status of the claim, and if resolved, the method, nature, and amount of the resolution. Attach addition sheets as necessary.

SURETY

8.1 If a performance and/or payment bond is required by this bid, identify the bonding company if arrangements for the bond have been made; if not, identify the bonding company for the Contractor's most recent project:

8.2 Name and address of agent.

All of the above statements as to experience, financial qualifications, and available plant and equipment are submitted in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed by the Bidder.
hereby certify under penalty of perjury under the laws of the state of California that the representation made herein are true and correct.

Signature of Bidder ~y`~~ ~ ~
04/17/2023
INSTRUCTION TO BIllDERS . . . .

Item 14 Page 65 of 68

EXHIBIT B

SCHEDULE
. . . .

Item 14 Page 66 of 68

SCIIEDULE OF BID PRICES
BIDDER: Waterline Technologies Inc.

Quantity
(for
Item bidding
No. Desct•i tion Units ur oses Unit Cost Item Total
Bulk Sodium
1 Hypochlorite 12.5% Gal 18,000 $ 3.05 $ 54,900.00
Solution
55-Gallon Drum
2 Sodium
Hypochlorite 12.5% Ea 96 $ 233.52 $ 22 417.92 '
Solution
15-Gallon Carboy
3 Sodium
~
a 10 $ 84.56 $ 845.60 Hypochlorite 12.5%
Solution
BID TOTAL $ 78,163.52
WRITTEN AMOUNT Seventy Eight Thousand one hundered sixty three and fifty two cents ~y►~~ /~ 8
Signature
Thomas Berrey GM
Name &Title
04/17/2023
Date
620 Santiago Street Santa Ana, CA 92701
Address
INSTRUCTION TO BIDDERS . . . .

Item 14 Page 67 of 68

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, orage. Contractor further certifies that it will not maintain any segregated facilities.

B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it shall, if requested todo so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.
. . . .

Item 14 Page 68 of 68
City Council Agenda Report
Meeting Date: May 16, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Lissette Melendez, Project Engineer
Subject
Project Funded by Senate Bill 1: The Road Repair and Accountability Act for Fiscal Year 2023- 2024
Recommendation
A. Find that the approval of the proposed resolution does not constitute at "project" pursuant to Sections 15378(b)(2) and (4) of the Guidelines to the California Environmental Quality Act (CEQA), because it constitutes an administrative activity and government funding mechanism that does not involve any commitment to any specific project which may result in a potentially significant impact on the environment; and even if the adoption of the proposed resolution did constitute a project, it would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to project that may have a significant effect on the environment; and
B. Adopt Resolution No. 2023-08 adopting a project list to be funded by Senate Bill 1: The Road Repair and Accountability Act for Fiscal Year (FY) 2023-2024.

Background
On April 28, 2017, the Governor signed Senate Bill 1 (SB 1) (Beall, Chapter 5, Statute 2017), which is known as the Road Repair and Accountability Act of 2017, to address basic road maintenance, rehabilitation, and critical safety needs on both the state highway and local street and road systems. SB 1 increases per-gallon fuel excise taxes, increases diesel fuel sales taxes and vehicle registration fees, and provides for inflationary adjustments to tax rates in future years.

On November 1, 2017, the State Controller commenced depositing a portion of this new funding into the newly created Road Maintenance and Rehabilitation Account (RMRA). Part of the RMRA funding is apportioned by formula to eligible cities and counties pursuant to Streets and Highways Code (SHC) Section 2032 (h)(2) for basic road maintenance, rehabilitation, and critical safety projects on the local streets and road systems. Pursuant to SHC Section 2030, RMRA local streets and roads allocations must be used for projects that include, but are not limited to the following: • Road maintenance and rehabilitation • Safety projects • Railroad grade separations • Traffic control devices • Complete street components (e.g. active transportation purposes, pedestrian and bicycle safety projects, transit facilities, etc.)
The City's allocation for FY 2023-2024 is estimated to be $5,216 pursuant to the formula in SHC Section 2103(a)(3)(c)(i) and (ii). The formula proportions the total population of the City to the total population of all cities in the state.

MAINTENANCE OF EFFORT
There is a local agency Maintenance of Effort (MOE) requirement that applies to funds allocated . . . .

Item 15 Page 1 of 5
through the RMRA. The MOE requirement is to ensure that new road funds do not supplant existing levels of city and county general revenue spending on streets and roads. The MOE for the receipt of RMRA funds state that a city or county must maintain general fund spending for street, road, and highway purposes at no less than the average of fiscal years 2009-2010, 2010- 2011, and 2011-2012 as reported to the State Controller pursuant to SHC Section 2151. In making this calculation, an agency may exclude one-time funds. A city or county that fails to comply in a particular year may make it up with additional expenditures in the following year.

The RMRA provides that the State Controller may perform audits to ensure compliance with these MOE requirements. If the State Controller determines that a city or county has not met its MOE, the agency will be required to reimburse the state for the funds it received during that fiscal year. However, a city or county that fails to comply in a particular fiscal year may expend during that fiscal year and the following fiscal year a total amount that is sufficient to comply. Any funds withheld or returned as a result of a failure to comply will be apportioned to the other cities and counties whose expenditures comply with MOE requirements.

The City's annual average of expenditures from its general fund during Fiscal Years 2009- 2010, 2010-2011, and 2011-2012 is $830,243 as depicted below:

Maintenance of Effort- General Fund for Streets and Roads RMRA Account per SHC Sec 2036 (Revised Est. 8-7-2017)
FY2009-2010 - $789,165
FY2010-2011 - $616,736
FY2011-2012 - $1,084,827
AVERAGE - $830,243
ADJUSTMENT - $0
RMRA MOE - $830,243
The City street improvement expenditures comply with MOE requirements, as the sum of anticipated budgeted street improvements for FY 2023-2024 is $1 million.

SPENDING PLANS AND REPORTS
The RMRA stipulates that, prior to receiving RMRA funds in a fiscal year, a city or county must submit to the California Transportation Commission (CTC) a project list pursuant to an adopted budget. For each project, the list must include a description, location, schedule, and useful life.

The RMRA also requires the submission of an annual report of project completion in order to receive RMRA funds. The report must include all projects for which RMRA funds were expended.

The Citywide Striping and Pavement Markings project is identified as a potential candidate for FY 2023-2024 SB 1 funding.

Fiscal Impact
The City will receive an estimated $5,216 in RMRA funding in FY 2023-2024 from SB 1 and will allocate funding once it fulfills the requirement under SB1.

Attachments

1. Resolution No. 2023-08 . . . .

Item 15 Page 2 of 5
RESOLUTION NO. 2023-08

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
ADOPTING A PROJECT LIST TO BE FUNDED BY SENATE BILL 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT FOR FISCAL YEAR 2023- 2024
SECTION 1. Recitals.

A. Senate Bill 1, the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017), was passed by the Legislature and signed into law by the Governor in April 2017, to address the significant multi-modal transportation funding shortfalls statewide.

B. Senate Bill 1 includes accountability and transparency provisions to ensure that the residents and business community of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year.

C. The City must adopt by resolution a list of all projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA), created by Senate Bill 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement.

D. Streets and Highways Code Section 2032(h)(2) specifies that 50 percent of the balance of revenues deposited into the RMRA, after certain funding is set aside for various programs, will be continuously appropriated to cities and counties by the State Controller pursuant to the formula in Streets and Highways Code Section 2103(a)(3)(C)(i) and (ii).

E. The City will receive an estimated $5,216 in RMRA funding in Fiscal Year 2023- 2024 from Senate Bill 1.

F. In order to receive an allocation or apportionment pursuant to Streets and Highways Code Section 2032, the City shall annually expend from its general fund for street, road, and highway purposes an amount not less than the average of its expenditures from its general fund during the 2009-10, 2010-11, and 2011-12 fiscal years, as reported to the State Controller pursuant to Streets and Highways Code Section 2151.

G. The City’s annual average of its expenditures from its general fund during the 2009-10, 2010-11, and 2011-12 fiscal years is $830,243.

H. By memorandum dated May 16, 2023, the Director of Public Works has recommended the adoption of a project list to be funded by Senate Bill 1: The Road Repair and Accountability Act for Fiscal Year 2023-2024. . . . .

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Resolution No. 2023-08

_______________________

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct.

SECTION 3. The City Council of the City of Vernon finds that this action does not constitute a “project” pursuant to sections 15378(b)(2) and (4) of the Guidelines to the California Environmental Quality Act (CEQA), because it constitutes an administrative activity and government funding mechanism that does not involve any commitment to any specific project which may result in a potentially significant impact on the environment; and even if the adoption of this Resolution did constitute a project, it would be exempt from CEQA in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment.

SECTION 4. The City Council of the City of Vernon hereby adopts the following project planned to be funded with Fiscal Year 2023-2024 Road Maintenance and Rehabilitation Account revenues:

Project Location Estimated
Useful Life
Estimated
Construction
Dates
Furnish and install The following2-5 years Construction traffic striping, streets within the 10/2023
pavement
markers,
City’s boundary:
and pavement
markings (legends)
over existing
striping on various
streets within the
City of Vernon.

Pacific Boulevard,
Bandini Boulevard, Santa
Fe Avenue, Soto Street,
Downey Road, and
Slauson Avenue
Completion
06/2024
All project locations
are an estimate
and have yet to be
finalized.
/ / /
/ / /
/ / /. . . .

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Resolution No. 2023-08

_______________________
SECTION 5. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED May 16, 2023.
________________________
CRYSTAL LARIOS, Mayor

ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA, City Attorney . . . .

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City Council Agenda Report
Meeting Date: May 16, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Lissette Melendez, Project Engineer
Subject
LA River Path Project Master Cooperative Agreement
Recommendation
A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is a continuing administrative activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378. To the extent that the LA River Path Project requires CEQA analysis, the Project is currently undergoing an environmental review process led by the Los Angeles County Metropolitan Transportation Authority (LACMTA or Metro); and B. Approve and authorize the City Administrator, to execute the Master Cooperative Agreement between the City of Vernon and the LACMTA, in substantially the same form as submitted, for the design and construction of a portion of the LA River Path Project.

Background
The LA River Path Project is an approximately 8-mile bicycle and pedestrian path proposed along the Los Angeles River from Elysian Valley through Downtown Los Angeles and the City of Vernon, to the City of Maywood. The northern limit of the project area is the terminus of the Los Angeles River Greenway Trail at Riverside Drive, and the southern limit is at Atlantic Boulevard where the Los Angeles River Bicycle Path begins in the City of Maywood. The purpose of the LA River Path Project is to:

1. Close the longest remaining gap in the LA River Path.

2. Create a safe and world-class active transportation corridor along the Los Angeles River.

3. Enhance and provide recreational opportunities, liveability, regional and local connectivity.

4. Provide an outstanding user experience, access to economic opportunity for historically underinvested communities, and separation from vehicular traffic for people of all ages and abilities.

The LA River Path Project will serve various cities and communities, including the City of Vernon.

The proposed Master Cooperative Agreement (MCA) intends to facilitate the development and implementation of the LA River Path Project and, in particular, the City portion of the project.

The MCA also defines the LACMTA’s expectations of the City related to providing requested information, reviewing plans related to the public right-of-way within the City, and issuing permits. Based on discussions with Metro, City staff is satisfied that entering into the proposed agreement does not create any foreseeable financial burden for the City. The MCA has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. LA River Path – Master Cooperative Agreement . . . .

Item 16 Page 1 of 54

EXECUTION VERSION

MASTER COOPERATIVE AGREEMENT FOR THE DESIGN AND

CONSTRUCTION OF A PORTION OF THE LA RIVER PATH PROJECT

BETWEEN

THE CITY OF VERNON
AND

THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ___________, 2023

EFFECTIVE DATE
. . . .

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EXECUTION VERSION

CONTENTS

ARTICLE PAGE
ARTICLE 1.

ARTICLE 2.

ARTICLE 3.

ARTICLE 4.

ARTICLE 5.

ARTICLE 6.

ARTICLE 7.

ARTICLE 8.

ARTICLE 9.

ARTICLE 10.

ARTICLE 11.

SCOPE AND DURATION ............................................................................................................... 1 GENERAL OBLIGATIONS.............................................................................................................. 2 DESIGN .......................................................................................................................................... 7 CONSTRUCTION ........................................................................................................................... 9 BETTERMENTS ........................................................................................................................... 11 OPERATION AND MAINTENANCE ............................................................................................. 11 REIMBURSEMENT AND CREDITS ............................................................................................. 11 INDEMNITY, WARRANTIES AND INSURANCE.......................................................................... 14 RESOLUTION OF DISPUTES...................................................................................................... 15 MISCELLANEOUS.................................................................................................................... 17 DEFINITIONS AND INTERPRETATION................................................................................... 20 EXHIBIT 1 – PROJECT DESCRIPTION................................................................................................................ 28 EXHIBIT 2 – PROJECT PHASES AND PROJECT SCHEDULE ........................................................................... 29 EXHIBIT 3 – PROJECT SITE................................................................................................................................. 31 EXHIBIT 4 – ROLES AND RESPONSIBILITIES.................................................................................................... 33 EXHIBIT 5 – DESIGN REQUIREMENTS............................................................................................................... 36 EXHIBIT 6 – LACMTA SUBMITTAL REVIEW PROCEDURE................................................................................38 EXHIBIT 7 – CONSTRUCTION REQUIREMENTS................................................................................................ 40 EXHIBIT 8 – INSPECTION AND ACCEPTANCE PROCEDURE...........................................................................44 EXHIBIT 9 – NOT USED........................................................................................................................................ 46 EXHIBIT 10 – FORMS ........................................................................................................................................... 47 EXHIBIT 11 – LARP BASIS OF DESIGN............................................................................................................... 51 . . . .

Item 16 Page 3 of 54

EXECUTION VERSION
This Agreement is entered into by and between the City of Vernon (the "City"), and the Los Angeles County Metropolitan Transportation Authority ("LACMTA").

RECITALS
(A) LACMTA proposes to develop and open a new bicycle and pedestrian path along the Los Angeles River known as the LA River Path Project (as more fully defined in Article 11 (Definitions and Interpretation), the "LA River Path Project"). As at the date of this Agreement, the LA River Path Project is undergoing an environmental review process.
(B)
(C)
The LA River Path Project will serve various cities and communities including the City and the City intends, by this Agreement, to facilitate the development and implementation of the LA River Path Project and in particular the City Portion of the LA River Path Project.

LACMTA and the City wish to enter into this Agreement in order to identify the rights and obligations between them in connection with the development and implementation of the LA River Path Project.

In consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:

ARTICLE 1. SCOPE AND DURATION

1.1 Scope of Agreement
(a) The City has acknowledged the LA River Path Project as a high priority public works project to provide LACMTA with expedited review and approval procedures in connection with design, design reviews, permitting, property acquisition, and other authority to be exercised by the City relating to the LA River Path Project and/or this Agreement. The Parties acknowledge that this Agreement is being entered into while the environmental process is ongoing and the environmental documents are being prepared and the signing of this Agreement by the City does not prejudice its right to participate in the environmental process nor does it predetermine the outcome of that process. (b) The Parties have entered into this Agreement to:
(i) acknowledge the intended scope, schedule and site for the LA River Path Project as set out in EXHIBIT 1 (Project Description), EXHIBIT 2 (Project Phases and Project Schedule) and EXHIBIT 3 (Project Site) respectively; and
(ii) define the applicable procedures, manage the interfaces and regulate the roles and responsibilities and allocation of costs between LACMTA and the City, in respect of the design and construction of the LA River Path Project as it relates to the City Portion and any Rearrangements.
(iii) acknowledge that operations and maintenance of the Project will be the subject of an agreement (an "O&M Agreement") to be negotiated by the Parties in good faith and finalized at a later date in accordance with Article 6.
(c)
(d)
LACMTA may procure the design and construction of the LA River Path Project, including the City Portion, under multiple procurements and contract packages and may self-perform parts of the design and construction of the LA River Path Project, including the City Portion. As at the date of this Agreement, LACMTA contemplates procuring the Project Scope by LACMTA Contractors under PS&E and CM/GC contracts.

The City acknowledges and agrees that LACMTA may: (i) engage the LACMTA Contractor(s) to carry out Design and Construction work with respect to the City Portion including the Design and/or Construction of Rearrangements; and (ii) in each LACMTA Contract, require the LACMTA Contractor to comply with certain of LACMTA's obligations under this Agreement provided that nothing in this Agreement will create any contractual relationship between the City and any LACMTA Contractor and .
1 . . .

Item 16 Page 4 of 54

EXECUTION VERSION
in accordance with Section 10.11 (Limitation on Third Party Beneficiaries), nothing contained in this Agreement is intended or will be construed as creating or conferring any rights, benefits or remedies upon, or creating any obligations of the City toward, any LACMTA Contractor. (e) The City acknowledges and agrees that LACMTA may change the contracting and procurement strategy and plan for the LA River Path Project, including the City Portion, described in Section 1.1(c) (Scope of Agreement) in its sole discretion. The City further acknowledges that as at the date of this Agreement, the LA River Path Project is in the Planning and Procurement Phase and LACMTA may elect: (i) not to proceed with the LA River Path Project; or (ii) to amend the scope of the LA River Path Project, each in its sole discretion.
(f) LACMTA shall promptly notify the City of any changes to its contracting and procurement strategy or to the scope of the LA River Path Project that has or is reasonably likely to have an impact on the scope, schedule or roles and responsibilities for the City Portion or the provisions and procedures set out under this Agreement. The Parties shall use good faith efforts to agree any amendments or supplements to this Agreement necessary to be made as a result of any such change notified by LACMTA to the City.

1.2 Duration of Agreement
This Agreement (and all of the rights and obligations under this Agreement) will come into effect on the Effective Date and continue until the first day on which the LA River Path Project is available for bicycle and pedestrian use, unless terminated earlier in accordance with the provisions of this Agreement (the "Term").

ARTICLE 2. GENERAL OBLIGATIONS

2.1 Governance
(a)
(b)
The roles and responsibilities of the City and LACMTA are set out in EXHIBIT 4 (Roles and Responsibilities).

The City and LACMTA shall each designate an individual or individuals who will be authorized to make decisions and bind the Parties on matters relating to this Agreement (the "City Representative" and "LACMTA Representative", respectively). EXHIBIT 4 (Roles and Responsibilities) provides initial designations. Either Party may change its designated representative by providing seven days' prior Notice to the other Party. (c) LACMTA may establish Working Groups in relation to the LA River Path Project or particular aspects of the LA River Path Project for the purposes of providing a non-binding forum for LACMTA, the LACMTA Contractors and other attendees to monitor the progress of the LA River Path Project, to consider issues, or potential issues, and to present, understand and discuss proposed solutions with respect to the LA River Path Project. On LACMTA's written request, the City shall ensure the attendance (in person or via videoconference or teleconference) of the City Representative (or a delegate) at any Working Group meeting held with respect to the City Portion during normal business hours and upon reasonable notice. Any Working Group meeting attended by the City Representative (or a delegate) is consultative and advisory only and nothing which occurs during any such Working Group meeting and no information that is presented during any such Working Group meeting will:
(i) affect the rights or obligations of either Party under this Agreement; (ii) entitle a Party to make any claim against the other; (iii) relieve a Party from, or alter or affect, a Party's liabilities or responsibilities whether under this Agreement or otherwise according to Applicable Law;
(iv) prejudice a Party's rights against the other Party whether under this Agreement or otherwise according to Applicable Law; or
.
2 . . .

Item 16 Page 5 of 54

EXECUTION VERSION
(v) be construed as a direction by a Party to do or not do anything.

2.2 Annual Work Plan
(a) LACMTA and the City will cooperate to develop an agreed Annual Work Plan for each LACMTA Fiscal Year during the Term, in accordance with the following provisions:
(i) not later than February 28 of each LACMTA Fiscal Year during the Term (or in the case of the first partial LACMTA Fiscal Year during the Term, no later than 30 days after the date of this Agreement), LACMTA shall provide the City with information with respect to anticipated Work Orders, including a list of each item of work or scope of activities or services that LACMTA anticipates to request or require from the City during the upcoming LACMTA Fiscal Year, and the estimated start and finish dates for the item of work or scope of activities or services that LACMTA anticipates to request or require from the City; (ii) within 30 days after the City's receipt of the required information from LACMTA pursuant to Section 2.2(a)(i) (Annual Work Plan), the City shall submit a preliminary annual work plan to LACMTA for the upcoming LACMTA Fiscal Year, which will include an estimate of the Costs under the anticipated Work Orders for which the City shall require reimbursement; (iii) promptly and in any event within 15 days' after LACMTA receives the preliminary annual work plan from the City pursuant to Section 2.2(a)(ii) (Annual Work Plan), the City and LACMTA will meet to review the preliminary work plan and negotiate in good faith such issues as are necessary in order to finalize and agree the annual work plan for the upcoming LACMTA Fiscal Year; and
(iv) not later than April 30 of the then current LACMTA Fiscal Year, LACMTA shall notify the City of the agreed annual work plan for the upcoming LACMTA Fiscal Year (each such agreed annual work plan, an "Annual Work Plan").
(b) Section 2.3(e) (Work Orders) shall apply notwithstanding that the Parties may agree an Annual Work Plan setting out the schedule of anticipated Work Orders.

2.3 Work Orders
(a) If the City is required to perform work and/or provide support and/or services under the provisions of this Agreement or LACMTA requests that the City perform work and/or provide support and/or services under the provisions of this Agreement, the City shall submit a Form 60 to LACMTA to estimate the total effort and Costs for which the City shall require reimbursement with respect to that scope of work.
(b)
(c)
(d)
If LACMTA approves a Form 60 submitted to it by the City with respect to a scope of work under Section 2.3(a) (Work Orders) without requiring any changes or additions, LACMTA will issue a Work Order to the City for such scope of work and following receipt of that Work Order, the City must promptly commence the work authorized under that Work Order.

Each Work Order issued by LACMTA to the City in accordance with this Agreement shall specify the work authorized to be performed and any materials or equipment to be acquired, the amount of money that the City will be reimbursed for the authorized work as agreed under the applicable Form 60, and a schedule, including the estimated starting and finishing dates for the authorized work.

If LACMTA requests changes or additions (including any additional or supplemental provisions) to a Form 60 submitted to it by the City with respect to a scope of work under Section 2.3(a) (Work Orders) prior to issuing a Work Order, the Parties shall negotiate in good faith such changes or additions.

Upon agreement of any such changes or additions (and any necessary City council approval for such changes or additions), LACMTA will issue a Work Order to the City for the applicable scope of work, with the agreed changes or additions and following receipt of that Work Order, the City must promptly .
3 . . .

Item 16 Page 6 of 54

EXECUTION VERSION
and without delay (and in any case within 10 days of issuance by LACMTA) accept any agreed changes or additions to the applicable Form 60 by counter-signing the Work Order or otherwise by written acceptance by the City Representative, in each case followed by prompt commencement of the work authorized under that Work Order. If the City fails to accept the Work Order within 10 days, the Work Order will be deemed to be accepted by the City. Nothing in this Section 2.3(c) shall prohibit LACMTA from approving a Form 60 under Section 2.3(b) (Work Orders) in part and authorizing the City to commence the approved part of the scope of work in accordance with that Form 60. (e)
(f)
The City shall not be authorized to do any work and shall not be paid, credited or reimbursed for costs or expenses associated with any work performed in connection with a Rearrangement or the City Portion or otherwise under the provisions of this Agreement, that is not expressly authorized by a Work Order, as may be amended pursuant to Section 2.3(f) (Work Orders).

Except in the case of a change required due to an emergency (which notification may be given orally and any emergency work commenced before being confirmed in writing to LACTMA within three days), the City may submit proposed changes to a Work Order in writing to LACMTA for approval, such approval to not be unreasonably withheld or delayed. If approved, the City may perform the work in accordance with the authorized change.
(g)
(h)
LACMTA may terminate any Work Order at any time at its sole discretion, provided that the City will be entitled to reimbursement in accordance with this Agreement for Costs, if any, already incurred.

The City shall promptly notify LACMTA if at any time it anticipates:
(i) exceeding 75% of the total estimated Costs under any Work Order within the next 60 days; (ii) that the total Costs under any Work Order will be in excess of 10% greater than previously estimated Costs; or
(iii) that the estimated finishing date will be later than the date stated in the Work Order, and shall request an amendment to such Work Order pursuant to Section 2.3(f) (Work Orders).

2.4 Project Schedule
(a) The City agrees to cooperate and coordinate with LACMTA in accordance with the provisions of this Agreement in order for LACMTA to achieve the Project Schedule and subject to LACMTA agreeing to the reimbursement of the cost of the applicable resources in accordance with Section 2.3 (Work Orders) and 7.1 (Reimbursements to the City), to allocate sufficient staff and other resources necessary to provide the level of service required to meet the scope of work and work schedules, review periods and timelines identified in this Agreement and any Work Orders. If the City determines that, notwithstanding its compliance with its obligations under this Section 2.4(a), additional personnel or other resources (including through the use of City Contractors) are required to mitigate the risk of delay in performing the scope of work within the defined schedule, the City may submit a proposed change to a Work Order in accordance with Section 2.3(f) (Work Orders). (b) If the City fails to carry out any work or obligations for which it is responsible under the provisions of this Agreement and/or any Work Order in accordance with the work schedules, review periods and timelines identified in this Agreement and the applicable Work Order, and such failure is attributable to the City, then, to the extent such delay directly causes: (i) LACMTA to incur additional costs; or (ii) a delay to the LA River Path Project, the City must reimburse LACMTA for all actual and documented costs and expenses incurred or arising out of such delay. The City shall pay such costs to LACMTA within 90 days of receiving an invoice from LACMTA. If the Parties agree, LACMTA may deduct the amount due from the City to LACMTA pursuant to this Section 2.4(b) from payment(s) due to the City. (c) Without limiting any other rights under this Section 2.4, if: (i) the City fails to carry out any work for which it is responsible under the provisions of this Agreement in accordance with the work schedules, .
4 . . .

Item 16 Page 7 of 54

EXECUTION VERSION
review periods and timelines identified in this Agreement and the applicable Work Order; or (ii) LACMTA reasonably determines that the City will be unable to timely complete such work, LACMTA may by Notice to the City suspend the affected element of the City's work and LACMTA may perform the remaining work. If LACMTA takes over work in accordance with this Section 2.4(c), the City shall cooperate and assist LACMTA in accordance with the provisions of this Agreement. (d) To the extent a failure by LACMTA to perform its work and obligations in accordance with the work schedules, review periods and timelines identified in this Agreement and/or any Work Order results in a delay to the performance of the City's work under a Work Order, the City will be entitled to an equivalent extension to the affected deadline and any other relief expressly contemplated under the provisions of the applicable Work Order.

2.5 Permits
(a) The Parties acknowledge that pursuant to Applicable Law, LACMTA may not be subject to zoning, building or design review, or construction permitting ordinances of the City when constructing the City Portion.
(b) Without prejudice to Section 2.5(a) (Permits) or the requirements set out in EXHIBIT 7 (Construction Requirements):
(i) the City will issue a blanket Permit Notification to cover the City Portion; (ii) for those permits and fees set out in the Permit Notification, the City will not exercise or otherwise attempt to assert permitting authority over, and will not require the payment of fees or the posting of bonds for or insurance by LACMTA or any LACMTA Contractor for, any work contemplated in the City Portion or otherwise under the provisions of this Agreement; (iii)
(iv)
any processing procedures or timelines specified in the Permit Notification will be aligned with the procedures and timelines specified in this Agreement and will otherwise be streamlined as necessary to assist in the timely delivery of the City Portion in accordance with the Project Schedule; and
except for Cost reimbursement expressly provided under a Work Order, the City waives the payment of any permit Costs for permits identified in the Permit Notification. (c)
(d)
To the extent any conflicts exist or arise between the provisions of the Permit Notification and the provisions of this Agreement, the provisions of this Agreement shall govern.

If requested by LACMTA, the City will provide reasonable assistance to LACMTA and the LACMTA Contractors in relation to any application by LACMTA or a LACMTA Contractor for a Governmental Approval or other Governmental Entity or third party approval relating to or arising from, the design or construction of the City Portion.

2.6 Coordination of Work
(a) Except in the case of Adjacent Work required as a result of an emergency (which notification and coordination may occur as soon as reasonably practicable after the occurrence of the emergency), the City will promptly notify LACMTA upon becoming aware of any proposed or planned Adjacent Work and will take all reasonable actions within its powers, to coordinate the design and performance of any Adjacent Work with LACMTA so that such Adjacent Work shall not pose a safety hazard or interfere with, disrupt or delay the design and construction of the City Portion including by:
(i) complying with the provisions of this Section 2.6 and LACMTA's standard procedures for Adjacent Works;
.
5 . . .

Item 16 Page 8 of 54

EXECUTION VERSION
(ii) to the extent requested by LACMTA following its initial screening taking into account proximity of the Adjacent Work to the City Portion, adjacency conditions, and the potential to impact the City Portion and otherwise conducted in accordance with LACMTA's standard procedures for Adjacent Works, delivering copies of designs and plans for the Adjacent Work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the Adjacent Work and to approve the final designs and plans for the Adjacent Work; and (iii) to the extent LACMTA reasonably determines and notifies the City that the Adjacent Work will, in whole or in part, pose a safety hazard or interfere with, disrupt or delay the design and construction of the City Portion, coordinating the Adjacent Work or suspending the Adjacent Work or the relevant part of the Adjacent Work (as applicable). (b) The City will, and will take all reasonable actions within its powers to ensure that any City Contractor or third party performing any Adjacent Work, City Construction Work or City Maintenance Work is obligated under contract and/or a permit process to:
(i) fully co-operate and coordinate with LACMTA and the LACMTA Contractors including:
(A)
(B)
attending interface definition and coordination meetings upon reasonable request; and
providing any other interface data reasonably requested by LACMTA or the relevant LACMTA Contractor and necessary to complete interface coordination; (ii) perform the Adjacent Work, City Construction Work or City Maintenance Work (as applicable) so as to minimize any interference with or disruption or delay to construction, operation or maintenance of the City Portion or any other part of the LA River Path Project; (iii)
(iv)
comply with LACMTA's or the relevant LACMTA Contractor's site access, work permit procedures and work health and safety policies and procedures; and promptly advise LACMTA of all matters arising out of the Adjacent Work, City Construction Work or City Maintenance Work (as applicable) that may interfere with, disrupt, delay or otherwise have an adverse effect upon the City Portion or any other part of the LA River Path Project.

2.7 Franchise Rights
(a) After receipt of a written request from LACMTA for the City to exercise its franchise rights with respect to a utility whose facilities conflict with the City Portion, the City will:
(i) within 10 days of receipt of such written request, coordinate with LACMTA to send written notice to the applicable utility owner instructing it to relocate or remove the conflicting utility at that utility owner’s expense pursuant to the City’s franchise rights; (ii) within the time periods required under the applicable local, state and/or federal government codes, send all such notices as are required to be submitted for each of the processing steps required by local, state, and federal government codes in order for the City to exercise its franchise rights with respect to that conflicting utility (including, at a minimum, a utility claim letter, record of investigations, draft utility agreements and/or utility certifications); and (iii) undertake subsequent enforcement actions to enforce its franchise rights with respect to that conflicting utility in the event no action is taken by the applicable utility owner in response to a notice issued under Section 2.7(a) (Franchise Rights). (b) LACMTA and the City shall co-operate and coordinate in executing the necessary documents for each step set out in Section 2.7(a) (Franchise Rights). Sections 2.22.3 (Annual Work Plan) and 2.3 .
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(Work Orders) will apply to any support and/or services required to be provided by the City under the provisions of this Section 2.7.
(c) Following the exercise of the City’s franchise rights with respect to a conflicting utility pursuant to Section 2.7(a) (Franchise Rights), the City will coordinate the design and performance of the utility relocation or removal work performed by the utility owner with LACMTA so that such utility relocation or removal work shall not interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion including by:
(i) delivering copies of all designs and plans for the utility relocation or removal work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the utility relocation or removal work and to approve the final designs and plans for the utility relocation or removal work; and
(ii) otherwise complying with Section 2.6 (Coordination of work) with respect to the coordination of the utility relocation or removal work.
(d) LACMTA’s approval of a utility owner’s design under Section 2.7(c)(i) (Franchise Rights) will not relieve the relevant utility owner or its contractors from professional liability (errors and omissions) as the design engineer of record for any utility relocation or removal work performed by the utility owner or its contractors.

2.8 2.9
Governmental and Lender Requirements
If the LA River Path Project is subject to financial assistance provided by loan agreements with the U.S.

Department of Transportation, Federal Transit Administration, Federal Highway Administration, other Governmental Entities, and/or financial institutions providing grants, funding or financing, the Parties will comply with any prescribed governmental and lender requirements set out in a Work Order or otherwise under the applicable grant, funding or financing agreements notified to the City.

Access
If, prior to LACMTA's scheduled date of commencement of Construction work in a part of the City Portion, any Rearrangement is necessary to eliminate a conflict, the City may grant to LACMTA and/or its designee sufficient rights, if necessary, to allow LACMTA to proceed with investigation of existing conditions and the Construction of that part of the City Portion in accordance with the Project Schedule; provided, however, that such grant does not unreasonably and adversely interfere with the provision of City’s services to the public, or affect public health and safety; and provided further, that the City is permitted under Applicable Law to grant such right.

2.10 Discretions
Except as otherwise expressly provided in this Agreement, all determinations, consents, waivers, or approvals of a Party under this Agreement must not be unreasonably withheld, conditioned, or delayed.

ARTICLE 3. DESIGN

3.1 Design Responsibilities
(a)
(b)
Except to the extent of any Design work requested to be performed by the City under Section 3.1(b) (Design Responsibilities), LACMTA will (directly or through LACMTA Contractors) design the City Portion and all Rearrangements and produce all Design Documentation relevant to those works in accordance with the provisions of this Agreement. LACMTA shall be responsible for any errors and omissions in the Design Documentation prepared by LACMTA or a LACMTA Contractor.

LACMTA may request and authorize the City to perform Design work and/or provide support services with respect to the Design of the City Portion and the Rearrangements pursuant to the procedures .
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set out under Section 2.3 (Work Orders). The City shall diligently perform and shall ensure that any City Contractor diligently performs, such Design-related activities in accordance with the provisions of the applicable Work Order and this Agreement. The City shall be responsible for any errors and omissions in any Design Documentation prepared by the City or a City Contractor.

3.2 3.3
Design Requirements
The Designs of the City Portion and the Rearrangements shall comply with the requirements set out in EXHIBIT 5 (Design Requirements).

Design Review Procedure
(a)
(b)
(c)
LACMTA will submit, and will require that the LACMTA Contractors submit, the Designs for the City Portion and any Rearrangements to the City for review in accordance with the procedures set out in EXHIBIT 6 (LACMTA Submittal Review Procedure) and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.

The City will carry out the review and approval of the Designs for the City Portion and the Rearrangements in accordance with the procedures and the review periods set out in EXHIBIT 6 (LACMTA Submittal Review Procedure) and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.

LACMTA is exempt from submitting any Design for Construction work within the City Rights-of-Way to the City for City's review and approval where:
(i) LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA owns and maintains the structure or physical element; or
(ii) the work is related to utility trenching and shoring within OSHA guidelines and the relevant LACMTA Contractor is OSHA certified.
and without prejudice to the foregoing, the City further acknowledges that as between LACMTA and the City, LACMTA has sole discretion to determine whether, and which, features or facilities are required in order for LACMTA to comply with its obligations under Applicable Law in connection with the LA River Path Project (whether or not situated within the City Rights-of-Way) including the ADA and in the case of its obligations under the ADA to determine whether matters are technically infeasible; provided, however, in making such determination, LACMTA shall utilize current rules and regulations promulgated under the ADA, and guidelines issued by federal agencies in accordance with the ADA, including but not limited to The ADA Best Practices Tool Kit for State and Local Governments published by Civil Rights Division of the U.S. Department of Justice.

3.4 Design Development
The Parties acknowledge and agree that:
(a)
(b)
the Basis of Design will establish the detailed scope, limits of work, specifications and requirements applicable to the Designs for the City Portion and any Rearrangements; the Design Documentation for the City Portion and any Rearrangements will be submitted for review progressively in Packages and LACMTA and the applicable LACMTA Contractor will retain responsibility for defining the scope and timing of delivery of the Packages at each stage of Design.

3.5 City Standards
(a) The City agrees that it shall not adopt any new City Standards or otherwise amend or supplement any existing City Standards or its interpretation or application of any existing City Standards, for the sole or primary purpose of affecting the LA River Path Project. .
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(b) Subject to Section 3.5(a) and (c) (City Standards), the Parties acknowledge that the City may adopt new City Standards not listed in EXHIBIT 5 (Design Requirements) or amend or supplement existing City Standards listed in EXHIBIT 5 (Design Requirements) during the Term, provided that the City shall promptly (and in any case within 15 days of adoption) notify LACMTA of any changes or additions to the City Standards adopted during the Term. (c)
(d)
Any changes or additions to the City Standards applicable to a Rearrangement after the establishment of the Basis of Design for that Rearrangement shall be considered a "Betterment" for the purposes of this Agreement.

The City expressly acknowledges and agrees that, subject to the terms of this Agreement, the City Standards will apply to any Rearrangements only and the City agrees that the City and LACMTA will adopt the Basis of Design for the LA River Path Project, as described in Section 3 (LA River Path Project Basis of Design (LARP Basis of Design)) of EXHIBIT 5 (Design Requirements) for the Design of the City Portion.

3.6 Changes to Design
(a) If LACMTA wishes to amend the Final Design for the City Portion or a Rearrangement for which it is responsible prior to completion of Construction of the City Portion or that Rearrangement, it must submit the amended Design Documentation to the City and EXHIBIT 6 (LACMTA Submittal Review Procedure) will apply as if the Design Documentation is for the Final Design. (b) LACMTA may use or may allow the relevant LACMTA Contractor to use, the amended Final Design for Construction prior to approval by the City if and only if the amendment to the Final Design: (i) is minor; (ii) does not adversely impact the City Portion or the relevant Rearrangement; and (iii) is necessary to overcome an issue which has arisen or become evident since the Final Design was initially approved.

ARTICLE 4. CONSTRUCTION

4.1 Construction Responsibilities
(a) Except to the extent of any Construction work requested to be performed by the City under Section 4.1(b) (Construction Responsibilities), LACMTA (directly or through the LACMTA Contractors) will be responsible for the Construction of the City Portion and all Rearrangements and shall diligently perform and shall ensure that any LACMTA Contractor diligently performs, all such Construction in accordance with the provisions of this Agreement.
(b) LACMTA may request and authorize the City to perform Construction work with respect to the City Portion or a Rearrangement and/or provide Construction support services pursuant to the procedures set out under Section 2.3 (Work Orders). The City shall diligently perform and shall ensure that any City Contractor diligently performs, all such Construction work and/or support services in accordance with the provisions of the applicable Work Order and this Agreement.

4.2 Construction Requirements
The Construction of the City Portion and Rearrangements and any other Construction work performed in the City Rights-of-Way in connection with the LA River Path Project shall comply with the requirements set out in EXHIBIT 7 (Construction Requirements).
.
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4.3 Rights-of-Way
(a) The Parties acknowledge that pursuant to Applicable Law, LACMTA is permitted to use City Rightsof-Way to the same extent those rights and privileges relating to City Rights-of-Way are granted to the City.
(b) Replacement rights-of-way for the relocation of Conflicting Facilities shall be determined during the Design Phase and, if needed, may be acquired by LACMTA or the City following mutual agreement of the Parties of the location and type of such replacement rights-of-way. When reasonably possible and where the City Facilities being replaced are located in a public right-of-way, a Rearrangement of those City Facilities shall be located in existing public rights-of-way. The required replacement rightsof-way for the relocation of Conflicting Facilities shall be acquired so as not to impair the Project Schedule. If the City cannot acquire any necessary private rights-of-way for the relocation of Conflicting Facilities without out-of-pocket expense to itself, such private rights-of-way may be acquired by LACMTA. Upon acceptance of the applicable Replacement Facility, the City shall convey or relinquish to LACMTA or its designee, if permitted by Applicable Law and agreement, at no cost, all City real property interests being taken out of service by the Rearrangement, and for which replacement real property interests are provided.
(c) Subject to Section 4.3(b) (Rights-of-Way), the Parties acknowledge that LACMTA (or the LACMTA Contractors) shall be responsible for the acquisition of any temporary construction easements necessary for the Construction of the LA River Path Project. Upon reasonable request by LACMTA, the City shall provide reasonable assistance as may be required for LACMTA to obtain the temporary construction easements necessary to Construct the City Portion including considering reasonable requests by LACMTA to convey to LACMTA, at no cost to LACMTA, any City-owned temporary construction easements, street crossings, slivers, and surface easements that may be required for the temporary construction easements necessary for the Construction of the LA River Path Project without requiring LACMTA to go through the appraisal, negotiations, offer, closing and transfer process. Following any such reasonable request, LACMTA will prepare or cause to be prepared, the title documents and documents of conveyance and shall transmit such documents to the City Representative who shall process them through the required departments for execution and return them to LACMTA within 90 days after receipt, but in any event in accordance with the Project Schedule. If any private rights-of-way are necessary to Construct the City Portion, then the Parties will discuss proposed solutions for the acquisition of the private right-of-way. (d)
(e)
The City agrees and acknowledges that this Agreement satisfies any LACMTA obligations to the City and otherwise relating to the certification of rights-of-way, and that the City shall cooperate with LACMTA, and assist LACMTA, with any right-of-way certification processes involving other entities or agencies.

If, following a Rearrangement, a City Facility is located within the Project Right-of-Way, LACMTA shall provide the City with a license, in a form reasonably acceptable to the City, to operate, maintain, and/or remove such City Facility.

4.4 Inspection and Acceptance
The Parties agree that inspection and acceptance of the Construction of the City Portion and Rearrangements performed under this Agreement will be carried out in accordance with the procedure set out in EXHIBIT 8 (Inspection and Acceptance Procedure). . 10 . . .

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ARTICLE 5. BETTERMENTS

5.1 The City shall inform LACMTA what Betterments, if any, the City requests be implemented as a part of the City Portion, including as a Rearrangement, or as a part of a Rearrangement, by submitting a completed Potential Notice of Betterment Form for LACMTA's review and approval. In addition:
(a) any Design furnished by the City under a Work Order shall specifically identify any Betterments included in such Design and where Betterments are identified, shall be accompanied by a completed Potential Notice of Betterment Form and submitted for LACMTA's review and approval; and (b) if a City comment to a LACMTA Submittal constitutes a Betterment, LACMTA will notify the City and within 10 days of delivery of that notice, the City will: (i) withdraw the relevant comment; or (ii) submit a request for the applicable Betterment by submitting a completed Potential Notice of Betterment Form for LACMTA's review and approval. If the City fails to respond within 10 days of a notice delivered by LACMTA under this Section 5.1(b), the comment will be deemed to be withdrawn provided that such deemed withdrawal shall be without prejudice to the City's right to submit the Betterment under a subsequent Potential Notice of Betterment under this Section 5.1.

5.2 5.3
Subject to Section 5.1(b) (Betterments), the City shall submit any Potential Notice of Betterment Forms to LACMTA promptly after identifying a potential Betterment and in any event shall, unless otherwise agreed by LACMTA, deliver all Potential Notice of Betterment Forms to LACMTA prior to the establishment of the Basis of Design for the Rearrangements.

No Betterment shall be constructed and LACMTA shall have the right to refuse and withhold approval for any Betterment, that:
(a)
(b)
is incompatible with the LA River Path Project;
cannot be performed within the constraints of Applicable Law, any applicable Governmental Approvals, and/or the Project Schedule; or
(c) is requested after the establishment of the Basis of Design for the Rearrangements.

5.4 5.5
If LACMTA approves a Betterment (with or without changes negotiated and agreed by LACMTA and the City):
(a)
(b)
the LACMTA Representative shall counter-sign the Potential Notice of Betterment Form (updated to include any changes negotiated and agreed by LACMTA and the City); and the City will be responsible for the cost of the Betterment.

LACMTA shall not be responsible for the cost of any Betterment. Such cost will be paid to LACMTA or credited to LACMTA in accordance with Section 7.2 (Reimbursement and Credits to LACMTA).

ARTICLE 6. OPERATION AND MAINTENANCE

6.1 6.2
Operation and maintenance of the LA River Path Project will be the subject of an O&M Agreement to be negotiated by the Parties in good faith and finalized at a later date.

The Parties shall initiate negotiations to enter into an O&M Agreement no later than 90 days following the execution of this Agreement.

ARTICLE 7. REIMBURSEMENT AND CREDITS

7.1 Reimbursements to the City . 11 . . .

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(a)
(b)
(c)
Except with respect to Betterments, LACMTA will reimburse the City for Costs incurred for work performed by the City or the City Contractors under a Work Order in accordance with this Section 7.1 and the provisions of the applicable Work Order.

If a Rearrangement performed under a Work Order is limited to the removal or elimination of a City Facility, LACMTA will only be responsible for any Costs incurred in Abandoning such City Facility and will not be required to replace or compensate the City for the replacement of that City Facility.

As described in EXHIBIT 1 (Project Description), LACMTA (or its LACMTA Contractors) will be responsible for any environmental site assessments and any remediation of hazardous materials to be performed on the Project Site for the purposes of the LA River Path Project. LACMTA will not be responsible for any costs relating to the presence or existence of any environmental hazard on, in, under or about any City Facility, including but not limited to, any "hazardous substance" as that term is defined under the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), unless LACMTA or any LACMTA Contractor caused the environmental hazard through its actions.
(d) The City shall use the following procedures for submission of its billings to LACMTA, on a progress basis, for work performed by the City under a Work Order:
(i) the City shall commence its monthly billing within no more than 60 days, following the commencement of work under a specific Work Order and shall bill monthly thereafter following the City’s standard billing procedures;
(ii)
(iii)
the City shall provide supporting documents to demonstrate the Costs incurred by the City with respect to a Work Order, including City Contractor invoices, and other data, to LACMTA upon request;
each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to the LACMTA Representative; (C) include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the work under the Work Order and have not previously been billed or paid; and (D) reflect any applicable credits due to LACMTA under this Article 7;
(iv)
(v)
the final billing, with a notation that all work covered by a given Work Order has been performed, shall be submitted to LACMTA within 60 days after completion of the work under the applicable Work Order, and shall summarize prior progress billings, show inclusive dates upon which work was performed, and include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the work under the Work Order and have not previously been billed or paid; and
after the expiration of the 60 day period described in Section 7.1(d)(iv) (Reimbursements to the City), LACMTA may notify the City in writing that the 60 day closing billing period has expired, and upon the City’s receipt of such Notice from LACMTA, the City shall have 30 days to submit its final invoice. If the City fails to submit an invoice within such 30 day period, then LACMTA shall have no further obligation for payment to the City with regard to any amounts due or payable under the applicable closed out Work Order. (e) On completion of the Construction of the City Portion, LACMTA will issue a Notice of closeout to the City. Within 90 days of receiving such Notice, the City must issue invoices to LACMTA for all outstanding work. If the City fails to submit an invoice not previously submitted within such 90 day period, then LACMTA shall have no further obligation for payment to the City with regard to any amounts due or payable under the applicable invoice.

7.2 Reimbursements and Credits to LACMTA
(a) LACMTA shall receive a credit, or payment for:
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EXECUTION VERSION
(i) salvage for items recovered from existing City Facilities that the City intends to re-use in the performance of Construction work performed under the provisions of this Agreement where the amount of salvage credit or payment, if any, shall equal the depreciated value of like or similar materials as determined by agreement of the Parties, plus storage and transportation costs of such materials salvaged for the City’s use;
(ii) Betterments upon acceptance of physical work where:
(A)
(B)
the amount of the Betterment payment shall be based upon the estimated cost of the Replacement Facility less the estimated cost of the Conflicting Facility; and the amount of a Betterment credit, if any, shall be a fixed amount determined by the Parties during Design Development based upon estimates provided by the City and agreed to by LACMTA under a Potential Notice of Betterment Form; and (iii) the Expired Service Life Value of each Conflicting Facility being replaced if the Replacement Facility will have an expected period of useful service greater than the period that the existing Conflicting Facility would have had, had it remained in service and the Rearrangement not been made, where:
(A) the "Expired Service Life Value" shall be an amount determined by the Parties during Design Development based upon estimates provided by the City of the depreciated value of the Conflicting Facility (calculated by multiplying the cost of the Replacement Facility by a fraction, the numerator of which is the age of the Conflicting Facility and the denominator of which is the estimated overall service life of the Conflicting Facility); and
(B) the Expired Service Life Value shall be determined by the Parties in accordance with Section 7.2(a)(iii)(A) (Reimbursements and Credits to LACMTA) prior to the commencement of the applicable Rearrangement work and documented in the applicable Work Order.
(b) LACMTA shall receive:
(i) a credit (reflected on the applicable invoice(s) submitted by the City) for salvage, Betterments, and Expired Service Life Value of the City Facilities against work performed by the City, where the City performs the work under a Work Order; and
(ii) payment from the City for salvage, costs of Betterments, and Expired Service Life Value of the City Facilities where LACMTA performs the work invoiced and paid in accordance with this Article 7.
(c)
(d)
The sum of credits and/or payments due to LACMTA for salvage shall be agreed by the Parties based on applicable books, records, documents and other data. In addition, LACMTA and the City may conduct an inspection survey of a Conflicting Facility during the Design Development process.

LACMTA may request and authorize the City to perform support services with respect to any such inspection survey pursuant to the procedures set out under Section 2.3 (Work Orders).

Where LACMTA is due a payment under this Article 7:
(i) LACMTA shall commence its monthly billing within no more than 60 days, following the commencement of the applicable work and shall bill monthly thereafter following LACMTA's standard billing procedures;
(ii) LACMTA shall provide supporting documents to demonstrate the costs incurred by LACMTA, including LACMTA Contractor invoices, and other data, to the City upon request; . 13 . . .

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EXECUTION VERSION
(iii)
(iv)
each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to the City Representative; and (C) include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the applicable work and have not previously been billed or paid;
the final billing, with a notation that all applicable work has been performed, shall be submitted to the City within 60 days after completion of the applicable work, and shall summarize prior progress billings, show inclusive dates upon which work was performed, and include a certification that the costs identified in such billing were appropriate and necessary to the performance of the applicable work and have not previously been billed or paid; and (v) after the expiration of the 60 day period described in Section 7.1(d)(iv) (Reimbursements and Credits to LACMTA), the City may notify LACMTA in writing that the 60 day closing billing period has expired, and upon LACMTA's receipt of such Notice from the City, LACMTA shall have 30 days to its submit final invoice. If LACMTA fails to submit an invoice within such 30 day period, then the City shall have no further obligation for payment to LACMTA with regard to any amounts due or payable under the applicable work.

7.3 Payment of Billings
Payment of each invoice properly submitted pursuant to Section 7.1 (Reimbursements to the City) or 7.2 (Reimbursements and Credits to LACMTA) shall be due within 60 days of receipt; provided that: (a) all such payments shall be conditional, subject to post-audit adjustments; (b) final payment for the City Portion or a Rearrangement shall be contingent upon final inspection (and acceptance) of the work by the Party billed for such work, which inspection (and acceptance, where applicable), will not be unreasonably withheld or delayed; and (c) LACMTA may withhold payments in the amount of any credit amounts due to LACMTA if the City has not posted such credits within 60 days after submittal of requests for the same by LACMTA.

ARTICLE 8. INDEMNITY, WARRANTIES AND INSURANCE

8.1 Indemnity
(a)
(b)
Each Party shall release, defend, indemnify, and hold harmless the other Party and its respective officers, agents, representatives, and employees from and against all liabilities, expenses (including legal fees and costs), claims, losses, suits, and actions of any kind, and for damages of any nature, including but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with its performance under this Agreement.

In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code, the Parties, as between themselves, pursuant to Sections 895.4 and 895.6 of the Government Code, each assume the full liability imposed on them, or any of their officers, agents or employees, by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such Party would be responsible under Section 8.1(a) (Indemnity). The provisions of California Civil Code Section 2778 are made a part of this Agreement as if fully set out in this Agreement. (c) Each Party agrees to notify the other promptly upon receipt of any third-party claim for which a Party is entitled to indemnity under this Agreement.

8.2 Warranty
(a) In lieu of providing a bond, LACMTA warrants that any work affecting the structural stability of City Rights-of-Way shall be free from defect for a period of two years following City acceptance. Pursuant to this warranty and for the warranty period only, LACMTA, at its sole expense, shall remedy any damage to City Rights-of-Way to the extent caused by a failure of such structural support installed by LACMTA.
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(b) Solely with respect to work performed by LACMTA or the LACMTA Contractors and any work performed by the City or the City Contractors, the City and LACMTA each warrant to the other for a period of one year from and after acceptance of the work that any work performed by them shall be free from defect. Subject to Section 8.2(a) (Warranty), the limited warranty given under this Section

8.2(b) is the sole warranty given by the City and/or LACMTA, and, pursuant to this warranty, and for the warranty period only, the City or LACMTA, as the case may be, shall remedy any such discovered defect at its sole expense.
(c) In connection with work performed by LACMTA or the LACMTA Contractors and any work performed by the City or the City Contractors, warranties supplied by the LACMTA Contractors and City Contractors to LACMTA or the City (as applicable) shall be made for the benefit of both LACMTA and the City.

8.3 Insurance
(a) The Parties must ensure that any contract entered into in connection with performance of the work under this Agreement contains:
(i) a provision requiring the general contractor, as part of the liability insurance requirements, to provide an endorsement to each liability policy insurance naming the City and LACMTA as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City and LACMTA insurance or self-insurance.

Workers compensation/employer’s policy shall be endorsed to waive all rights of subrogation against the City and LACMTA; and
(ii) unless otherwise mutually agreed by the Parties, the requirement for: (A) construction general contractors to provide evidence of insurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability; and $2,000,000 in combined single limit (CSL) in auto liability; and (B) design contractors to provide evidence of insurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability; $2,000,000 (CSL) in auto liability; and $1,000,000 in professional liability.
(iii) Any umbrella or excess insurance coverage shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City and LACMTA before its own insurance or self-insurance shall be called upon. Any umbrella or excess liability policy shall contain a provision to the effect that, if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance. (b) Each Party must:
(i) give the other Party 20 days' Notice prior to any reduction in scope or cancellation or expiration of any insurance procured by it under this Section 8.3; (ii) give the other Party 20 days' Notice prior to it agreeing to a reduction in scope or the cancellation or expiration of any insurance procured by a LACMTA Contractor or City Contractor (as applicable) under this Section 8.3; and
(iii) notify the other Party within five days if it receives a Notice from a LACMTA Contractor or City Contractor (as applicable) of the expiration of any insurance procured under this Section 8.3.

ARTICLE 9. RESOLUTION OF DISPUTES

9.1 Attempt to Resolve . 15 . . .

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EXECUTION VERSION
In the event of dispute or difference arising under, out of or in connection with or relating to this Agreement, including any question regarding its existence, validity or termination ("Dispute"), the Parties shall make good faith efforts to resolve the Dispute through negotiation.

9.2 Arbitration – No Work Stoppage
(a) If the Parties are unable to resolve a Dispute pursuant to Section 9.1 (Attempt to Resolve), either Party may serve the other Party a demand for arbitration. Within 22 days (or such longer period as agreed by the Parties) of receipt of such demand, the Parties shall agree on a sole arbitrator. If the Parties are unable to agree to the appointment of a sole arbitrator within the 22 days (or any longer period as may be agreed), each Party shall select an arbitrator and those arbitrators shall select a qualified neutral third party to arbitrate with regard to the Dispute ("Neutral Arbitrator") to form a three-person panel. If either Party fails to designate its arbitrator within 22 days (or longer period as agreed) of delivery of the demand or if the two designated arbitrators are unable to select the Neutral Arbitrator within five days of their appointment, a Neutral Arbitrator shall be designated pursuant to Section 1281.6 of the California Code of Civil Procedure, who shall hear the matter as the sole arbitrator.
(b) The Parties acknowledge that Section 1283.05 of the California Code of Civil Procedure is applicable to those issues not involving work stoppage. A hearing date shall be set as promptly as possible following selection of the arbitrator in accordance with Section 9.2(a) (Arbitration – No Work Stoppage). The arbitrator's award shall follow promptly the hearing's conclusion, shall be supported by law and substantial evidence and the issuance of written findings of fact and conclusions of law.

The making of an award that does not comply with such requirements shall be deemed to be in excess of the arbitrator's power and the court shall vacate the award if after review it determines that the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.

9.3 Arbitration – Work Stoppage
(a) In the event of a Dispute, neither Party is permitted to stop work, except: (i) for reasons of public health or safety; or (ii) where work is prevented from continuing pending resolution of the Dispute. In the event that work is stopped, the provisions of this Section 9.3 shall apply. Upon stoppage of work, either Party may serve the other Party a demand for arbitration. A Neutral Arbitrator who is able to hear the Dispute and render a decision within five days after being selected shall be immediately designated pursuant to Section 1281.6 of the California Code of Civil Procedure. (b) Notwithstanding Sections 1282.2(b) and Section 1282(e) of the California Code of Civil Procedure (regarding postponement of the hearing), where work is stopped, the Neutral Arbitrator may not postpone nor adjourn the hearing except upon the agreement of the Parties. The arbitration may proceed in the absence of a Party who, after due Notice, fails to appear. In addition to all other issues, the Neutral Arbitrator shall also determine whether it was absolutely necessary to stop and await resolution of the Dispute in order to continue the work. If it is determined that the work stoppage was not necessary, the Party that did not stop the work shall be entitled to damages (as determined by the Neutral Arbitrator) arising out of such work stoppage. Section 9.2(b) (Arbitration – No Work Stoppage) shall also apply.

9.4 9.5
Impartiality of Arbitrator
Any person who has any material financial or personal interest in the results of the arbitration shall be prohibited from acting as Neutral Arbitrator. Failure to disclose any such interest or relation shall be grounds for vacating an award handed down under Section 9.2 (Arbitration – No Work Stoppage) or 9.3 (Arbitration – Work Stoppage).

Compensation of the Arbitrator
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EXECUTION VERSION
Each Party shall pay the expenses and fees of the arbitrator it selects. The expenses and fees of the Neutral Arbitrator shall be paid in accordance with the provisions of Section 1284.2 of the California Code of Civil Procedure.

9.6 9.7
Other Provisions
An arbitrator or panel appointed under this Article 9 shall have only the authority to issue a non-binding award to resolve the dispute of the Parties. Except as otherwise expressly provided in this Agreement, any arbitration under this Article 9 shall be governed by the California Arbitration Act.

Incorporation of Subcontracts
The City must ensure that any contract entered into in connection with performance of the work under this Agreement includes provisions equivalent to this Article 9.

ARTICLE 10. MISCELLANEOUS

10.1 Force Majeure
No Party may bring a claim for a breach of obligations under this Agreement by the other Party or incur any liability to the other Party for any losses or damages incurred by that other Party if a Force Majeure Event occurs and the affected Party is prevented from carrying out its obligations by that Force Majeure Event.

During the continuation of any Force Majeure Event, the affected Party shall be excused from performing those of its obligations directly affected by such Force Majeure Event provided that the occurrence or continuation of any Force Majeure Event shall not excuse any Party from performing any payment obligations contemplated under this Agreement. If a Force Majeure Event occurs, the City agrees, if requested by LACMTA pursuant to Section 2.3 (Work Orders), and if deemed possible and feasible by the City (acting reasonably), to accelerate the performance of its obligations under this Agreement and any Work Order to mitigate any delay arising from the Force Majeure Event provided that LACMTA agrees to reimburse the City for the incremental actual costs of such acceleration.

10.2 10.3
Existing Agreements
This Agreement does not negate or otherwise modify any existing easements, licenses or other use and/or occupancy agreements between the City and LACMTA or to which LACMTA has become or does become a successor either by assignment or by operation of law.

Audit and Inspection; Maintenance of Records
(a) Audit and Inspection. For the period commencing on the Effective Date and ending on the date falling three years after the end of the Term, each Party will have such rights to review and audit the other Party and its books, records and documents as may be deemed necessary for the purposes of verifying compliance with this Agreement and Applicable Law at all times during normal business hours, without charge. Each Party represents and warrants the completeness and accuracy in all material respects of all information it or its agents provides in connection with any audit by the other Party. If an audit shows that a financial adjustment is required, the Parties will use good faith efforts to agree such adjustment. The Parties must ensure that any contract entered into in connection with performance of the work under this Agreement contains provisions acknowledging the rights of the City or LACMTA (as applicable) under this Section 10.3(a). (b) Maintenance of Records. The City shall (and shall ensure that any City Contractor will) keep and maintain its books, records, and documents related to performance of the work under this Agreement (including all Costs incurred) for three years after the end of the Term; except that, all records that relate to Disputes being processed or actions brought under this Agreement must be retained and made available until any later date that such Disputes and actions are finally resolved. The City reserves the right to assert exemptions from disclosure of information that would be exempt under Applicable Law from disclosure or introduction into evidence in legal actions. . 17 . . .

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10.4 Notices
(a) Each Notice under this Agreement must be in writing and: (i) delivered personally; (ii) sent by certified mail, return receipt requested; (iii) sent by a recognized overnight mail or courier service, with delivery receipt requested; or (iv) sent by email communication followed by a hard copy, to the following addresses (or to such other address as may from time to time be specified in writing by such person):

To the City:

City Administrator (or designee)
City of Vernon
___________________
___________________
With a copy to:

City Attorney
City of Vernon
___________________
___________________
With a copy to:

Director of Public Works (and/or the City Engineer),
City of Vernon
___________________
___________________
To LACMTA:

Chief Program Manager
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 16th Floor
Los Angeles, California 90012
Facsimile No.: (213) 922-7382
Attn: Eduardo Cervantes or John Koo, Third Party Administration With a copy to:

Program Management
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: James Wei, Deputy Executive Officer
With a copy to:

County Counsel
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 24th Floor
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: Teddy Low, Senior Deputy County Counsel
With a copy to:
. 18 . . .

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EXECUTION VERSION
Metro Real Estate
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 22nd Floor – Real Estate
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: John Potts, Executive Officer
(b) Any Notice sent personally will be deemed delivered upon receipt, and any notice sent by mail or courier service will be deemed delivered on the date of receipt or on the date receipt at the appropriate address is refused, as shown on the records of the U.S. Postal Service, courier service or other person making the delivery, and any notice sent by email communication will be deemed delivered on the date of receipt as shown on the received email transmission (provided the hard copy is also delivered pursuant to Section 10.4(a) (Notices)). All Notices (including by email communication) delivered after 5:00 p.m. PST will be deemed delivered on the first day following delivery that is not a Saturday, a Sunday, or a federal public holiday.

10.5 10.6
Assignment; Successors and Assigns
A Party cannot assign, novate, or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the other Party unless this Agreement expressly provides otherwise. This Agreement is binding upon and will inure to the benefit of LACMTA and the City and their respective successors and permitted assigns.

Waiver
(a)
(b)
No waiver of any term, covenant, or condition of this Agreement will be valid unless in writing and executed by the obligee Party.

Either Party's waiver of any breach or failure to enforce any of the terms, covenants, conditions, or other provisions of this Agreement at any time will not in any way limit or waive that Party's right to subsequently enforce or compel strict compliance with every term, covenant, condition, or other provision of this Agreement, despite any course of dealing or custom of the trade (other than the waived breach or failure in accordance with the provisions of such waivers).

10.7 10.8
Amendments
This Agreement can only be amended or replaced by a written instrument duly executed by the Parties.

Governing Law and Jurisdiction
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. The rights and remedies of LACMTA and the City for default in performance of this Agreement or any Work Order are in addition to any other rights or remedies provided by law.

10.9 Severability
If any provision of this Agreement is ruled invalid by a court having proper jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the balance of this Agreement, which will be construed and enforced as if this Agreement did not contain such invalid or unenforceable clause, provision, Article, Section, subsection or part.

10.10 10.11
Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Limitation on Third Party Beneficiaries
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EXECUTION VERSION
Nothing contained in this Agreement is intended or will be construed as creating or conferring any rights, benefits or remedies upon, or creating any obligations of the Parties toward, any person not a party to this Agreement.

10.12 Survival
The representations, warranties, indemnities, waivers and any express obligations of the Parties following termination, set out in this Agreement shall survive the expiration or termination, for any reason, of this Agreement.

ARTICLE 11. DEFINITIONS AND INTERPRETATION

11.1 Definitions
Unless the context otherwise requires, capitalized terms and acronyms used in this Agreement have the meanings given in this Section 11.1.
"Abandon" means the permanent termination of service, or the removal of an existing City Facility or portion of it. "ADA" means the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. "Adjacent Work" means any removal, demolition, repair, restoration, relocation or reconstruction of existing facilities and/or construction of new facilities and/or other physical works by the City or a third party: (a) that is performed or to be performed within, or within 100 feet of, the Project Site; or the performance of which is otherwise reasonably likely to conflict with the design, construction, operation or maintenance of the City Portion; and (b) in the case of works performed or to be performed by a third party, of which the City is aware or ought to be aware.
"Advanced Conceptual Engineering" means the phase of the Design process that advances the project scope from a conceptual state to a level of schematic design that describes the project technical and architectural approach in order to address environmental and community impacts, significant interfaces and operational characteristics to support environmental approvals. The plan percentage complete ranges generally from the initiation of Design (0%) to 15%.
"Agreement" means this agreement and any schedules, exhibits, attachments and annexures to it. "Annual Work Plan" means an annual work plan prepared and agreed by LACMTA and the City in accordance with Section 2.2 (Annual Work Plan).
"Applicable Law" means any statute, law, code, regulation, ordinance, rule, common law, judgment, judicial or administrative order, decree, directive, or other requirement having the force of law or other governmental restriction (including those resulting from the initiative or referendum process) or any similar form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Entity which is applicable to the City Portion, Rearrangements, any work performed under this Agreement or any relevant person, whether taking effect before or after the date of this Agreement. Applicable Law excludes Governmental Approvals, customs, duties and tariffs. "Basis of Design" means:
(a)
(b)
for any Rearrangements, the approval (or deemed approval) by the City under the provisions of this Agreement of the 60% Design Documentation for those Rearrangements; and for the City Portion, the LARP Basis of Design.
"Betterment" means work performed in connection with the City Portion, including any Rearrangement or part of a Rearrangement:
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(a)
(b)
comprising an upgrade, change or addition to a City Facility (or a part of a City Facility) requested by the City that provides for greater capacity, capability, durability, appearance, efficiency or function or other betterments of that City Facility over that which was provided by the City Facility prior to the Rearrangement; or
for which the City Standards applicable to a Rearrangement are changed or added to after the establishment of the Basis of Design for that Rearrangement, provided that the term "Betterment" shall exclude:
(i) an upgrade, which the Parties agree, will be of direct and principal benefit to the construction, operation and/or maintenance of the LA River Path Project; (ii) an upgrade resulting from Design or Construction in accordance with: (A) in the case of the City Portion, the Basis of Design for the City Portion; or (B) in the case of a Rearrangement, the applicable City Standards notified to LACMTA prior to the establishment of the Basis of Design for the Rearrangement and that have not been adopted by the City in breach of Section 3.5(a) (City Standards);
(iii) measures to mitigate environmental impacts identified in the LA River Path Project’s Final Environmental Impact Report or Statement and any supplemental environmental reports for the LA River Path Project;
(iv)
(v)
replacement of devices or materials no longer regularly manufactured with the next highest grade or size; and
an upgrade that is the consequence of changes made by LACMTA or a LACMTA Contractor after the establishment of the applicable Basis of Design. "City" is defined in the Preamble. "City" shall also refer to any City owned or operated "water" and/or "power" departments.
"City Construction Work" means any Construction work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order. "City Contractor" means any contractor, consultant, tradesperson, supplier or other person engaged or authorized by the City to perform any Adjacent Work, City Design Work, City Construction Work or any other work to be performed by the City under the provisions of this Agreement or otherwise on or about the Project Site but excluding LACMTA and the LACMTA Contractors.
"City Design Work" means any Design work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order.
"City Facility" means real or personal property located within or near the City Portion, such as structures, improvements, and other properties, which are under the ownership or operating jurisdiction of the City, and shall include, but not be limited to, public streets (any classification), highways, bridges, retaining walls, pedestrian/utility tunnels, alleys, storm drains, sanitary sewers, survey monuments, parking lots, parks, public landscaping and trees, traffic control devices, lighting and communications equipment (cameras, sensors, LTE, microwave receivers, etc.) and public buildings, police and fire department related improvements, as well as any dams or water storage tanks, systems, and appurtenances. City-owned airport and harbour facilities are not included in this definition.
"City Maintenance Work" means any maintenance work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order or under the provisions of this Agreement. "City Municipal Code" means the Vernon Municipal Code.
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"City Portion" means that portion of the LA River Path Project that will pass in, on, under, over or along public streets, highways, bridges, parks and other public right-of-way within the City, as shown in Part B of EXHIBIT 3 (Project Site).
"City Representative" is defined in Section 2.1(b) (Governance). "City Rights-of-Way" means the public streets, highways, bridges, parks and other public rights-of-way within the City.
"City Standards" means the City's design standards and ordinances which govern the design of all Rearrangements, as specified in EXHIBIT 5 (Design Requirements) or adopted by the City and notified to LACMTA in accordance with Section 3.5 (City Standards) specified in EXHIBIT 5 (Design Requirements) which govern the design of all Rearrangements.
"Compliance Comment" means a comment on, objection to or the withholding of approval to a LACMTA Submittal on the basis of one or more of the following:
(a)
(b)
the LACMTA Submittal or Design work or Construction work that is the subject of the LACMTA Submittal fails to comply with (or is reasonably likely to fail to comply if implemented in accordance with the LACMTA Submittal) any applicable covenant, condition, requirement, term or provision of this Agreement; or
LACMTA (or the relevant LACMTA Contractor (as applicable)) has not provided all content or information required with respect to the LACMTA Submittal. "Conflicting Facility" means an existing City Facility, which the Parties determine requires Rearrangement in order to construct, operate or maintain the LA River Path Project. "Construction" means all construction activities related to the City Portion that are necessary to complete and operate and maintain the LA River Path Project including the removal, demolition, replacement, restoration, alteration or realignment of existing facilities and the procurement, installation, inspection, and testing of new facilities including temporary and permanent materials, equipment, systems, software, and any components of such permanent materials, systems and software. "Construction Phase" means the phase of the LA River Path Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"Construction Staging Plan" has the meaning given in EXHIBIT 7 (Construction Requirements). "Cost" means all eligible direct and indirect costs actually incurred for activities or work performed or materials acquired in accordance with the provisions of this Agreement, less (in respect of the City) credits to LACMTA as provided in Article 7 (Reimbursement and Credits) where:
(a)
(b)
eligible direct costs include allowable direct labor costs, materials costs, and storage and transportation costs of materials salvaged for the City's use in performing the applicable work; eligible indirect costs shall be computed based upon the indirect cost rates approved annually for the City by its cognizant agency, and as noted on the Form 60, for allocation to federally funded or state funded contracts; and
(c) unless the Internal Revenue Service and the CPUC issue regulations or rulings to the contrary, the eligible direct and indirect costs shall not include taxes purportedly arising or resulting from LACMTA's payments to the City under this Agreement.
"CPUC" means the California Public Utilities Commission. "days" means, unless otherwise stated and whether or not capitalized, calendar days. . 22 . . .

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"Design" means all activities related to the design, redesign, engineering or architecture of any Construction work.
"Design Development" means the phase of the Design process that occurs after Advanced Conceptual Engineering and that develops, on a progressive basis, a clear indication of the design solutions for the applicable requirements and the major features of the architectural and structural design and third party interfaces that are intended to form the basis for the Final Design. "Design Documentation" means all drawings (including plans, profiles, cross-sections, notes, elevations, typical sections, details and diagrams), specifications, reports, studies, working drawings, shop drawings, calculations, electronic files, records and submittals necessary for, or related to, the design of the City Portion and the Rearrangements.
"Design Phase" means the phase of the LA River Path Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"Dispute" is defined in Article 9 (Resolution of Disputes). "Effective Date" means the date stated as such on the first page of this Agreement, which shall be the date when this Agreement has been fully executed on behalf of the City and LACMTA. "Engineer of Record" means the individual, firm or entity that performs the Design, that imprints the engineer's/architect's seal on the drawings, and is responsible and liable for the Final Design. "Expired Service Life Value" is defined in Section 7.2(a)(iii)(A) (Reimbursements and Credits to LACMTA). "Final Design" means the phase of the Design process which provides the detailed design for all temporary and permanent project facilities and addresses and resolves all Design review Compliance Comments and finalizes all engineering, architectural and systems designs necessary for Construction. It ends with an approved-for-construction plan status and with the Design being signed and sealed by the 'Engineer of Record'.
"Force Majeure Event" means the occurrence of any of the following events after the date of this Agreement that directly causes either Party (the "affected Party") to be unable to comply with all or a material part of its obligations under this Agreement:
(a)
(b)
war, civil war, invasion, violent act of foreign enemy or armed conflict or any act of terrorism; nuclear, chemical or biological contamination unless the source or cause of the contamination is brought to or near the Project Site by the affected Party; (c) ionizing radiation unless the source or cause of the ionizing radiation is brought to or near the Project Site by the affected Party;
(d)
(e)
any fire, explosion, unusually adverse weather, flood or earthquakes; any named windstorm and ensuing storm surges, including the direct action of wind originating from a named windstorm;
(f) any riot or civil commotion;
(g)
(h)
(i)
any blockade or embargo;
epidemic, pandemic or quarantine; or
any official or unofficial strike, lockout, go-slow or other dispute, generally affecting the construction industry or a significant sector of it,
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except, in each case, to the extent attributable to any breach of this Agreement or Applicable Law by, or any negligent act or negligent omission of, the affected Party. "Form 60" means Form 60 (Professional Services Cost/Price Summary) in the form attached as Part A of EXHIBIT 10 (Forms).
"Governmental Approval" means any approval, authorization, certification, consent, license, permit, registration or ruling, issued by any Governmental Entity required to carry out the Rearrangements, the City Portion or any other work to be performed under the provisions of this Agreement. "Governmental Entity" means any federal, state, or local government and any political subdivision or any governmental, quasi-governmental, judicial, public or statutory instrumentality, administrative agency, authority, body or entity (including the California Department of Transportation, CPUC and United States Army Corps of Engineers) other than LACMTA and the City. "LA River Path Project" is defined in Recital (A).
"LACMTA" is defined in the Preamble.
"LACMTA Contract" means any contract, subcontract or other form of agreement between LACMTA and a LACMTA Contractor or between a LACMTA Contractor and its lower tier subcontractor. "LACMTA Contractor" means any contractor, consultant, tradesperson, supplier, private developer, employee, member of staff, engineer, architect, agent, operator, or other person engaged or authorized by LACMTA to carry out works with respect to the City Portion, any Rearrangement or otherwise contemplated under the provisions of this Agreement and any other person with whom any LACMTA Contractor has further subcontracted part of such works.
"LACMTA Fiscal Year" means each one year period commencing on July 1 of a calendar year and terminating on June 30 of the following calendar year.
"LACMTA Representative" is defined in Section 2.1(b) (Governance). "LACMTA Retained Scope" means the LA River Path Project scope elements for which LACMTA intends to retain responsibility, as described in Part B of EXHIBIT 1 (Project Description). "LACMTA Submittal Review Period" means, for each LACMTA Submittal, a period of 30 days from the date of delivery of the LACMTA Submittal to the City under the provisions of this Agreement or such other period as the Parties may agree under the applicable Work Order. "LACMTA Submittals" means:
(a)
(b)
(c)
Design Documentation for the City Portion or a Rearrangement (other than any Design Documentation for which the City is responsible under a Work Order); Construction Management Plans for Construction work performed by LACMTA or a LACMTA Contractor within the City Rights-of-Way; and
any other documents which LACMTA (or the LACMTA Contractors) must submit to the City in accordance with this Agreement.
"LARP Basis of Design" means the basis of design and design standards adopted for the LA River Path Project, as further defined in Section 3 (LA River Path Project Basis of Design (LARP Basis of Design)) of EXHIBIT 5 (Design Requirements).
"Neutral Arbitrator" is defined in Section 9.2(a) (Resolution of Disputes). . 24 . . .

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"Non-conforming Work" means Design work or Construction work not in accordance with the requirements of this Agreement.
"Notice" means any communication under this Agreement including any notice, consent, approval, request, and demand. "O&M Agreement" is defined in Section 1.1(b)(iii) (Scope of Agreement). "Package" means each package of Design Documentation submitted by LACMTA or a LACMTA Contractor to the City in accordance with this Agreement.
"Parties" means collectively the City and LACMTA, and each a "Party". "Permit Notification" means a blanket Permitting Process and Waiver of Certain Permit Fees issued by the City.
"Planning and Procurement Phase" means the phase of the LA River Path Project identified as such in EXHIBIT 2 (Project Phases and Project Schedule).
"Potential Notice of Betterment Form" means the form set out in Part B of EXHIBIT 10 (Forms). "Project Right-of-Way" means the permanent right-of-way for the LA River Path Project, as identified in Part A of EXHIBIT 3 (Project Site), or as notified by LACMTA to the City and compliant with the Project's environmental documents and any supplemental environmental reports for the LA River Path Project. "Project Schedule" means the schedule for the LA River Path Project including the City Portion set out in Part B of EXHIBIT 2 (Project Phases and Project Schedule). "Project Scope" means those elements of the LA River Path Project scope that LACMTA intends to procure under PS&E and CM/GC contracts, as described in Part B of EXHIBIT 1 (Project Description). "Project Site" means, collectively, the Project Right-of-Way and each temporary construction easement for the LA River Path Project, as identified in Part A of EXHIBIT 3 (Project Site). "Rearrangement" means the work of:
(a) removal, replacement, restoration, alteration, reconstruction, support, or relocation of all or a portion of a Conflicting Facility, whether permanent or temporary, which LACMTA determines in its sole discretion is necessary in order for the LA River Path Project to comply with Applicable Law or otherwise which LACMTA and the City mutually agree is necessary in order to construct, operate or maintain the LA River Path Project; or
(b) the installation of new and required City Facilities which LACMTA determines in its sole discretion is necessary in order for the LA River Path Project to comply with Applicable Law or otherwise which LACMTA and the City mutually agree is necessary as a result of the impact of the construction, operation or maintenance of the LA River Path Project.
"Replacement Facility" means a facility, which may be constructed or provided under this Agreement as a consequence of the Rearrangement of a Conflicting Facility or a part of it. "Temporary Facilities" means a facility constructed for the purpose of ensuring continued service while a City Facility is taken out of full or partial service for permanent Rearrangement and/or any work on a City Facility, which will be removed or restored to its original condition after such Construction activities are completed.
"Term" is defined in Section 1.2 (Duration of Agreement). . 25 . . .

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EXECUTION VERSION
"Traffic Control and Lighting Work" has the meaning given in EXHIBIT 5 (Design Requirements). "Traffic Management Plan" means a plan that addresses traffic control requirements in construction areas through a worksite traffic control plan and along detour routes through a traffic circulation plan. "Work Order" means a work request submitted by LACMTA to the City authorizing the performance of any work associated with the LA River Path Project and the associated purchase of required materials. "Working Group" means each working group established pursuant to Section 2.1(c) (Governance).

11.2 Interpretation
(a) In this Agreement unless otherwise expressly stated:
(i) headings are for convenience only and do not affect interpretation; (ii) a reference to this Agreement or any other agreement, instrument, or document is to this Agreement or such other agreement, instrument, or document as amended or supplemented from time to time;
(iii)
(iv)
(v)
a reference to this Agreement or any other agreement includes all exhibits, schedules, forms, appendices, addenda, attachments, or other documents attached to or otherwise expressly incorporated in this Agreement or any such other agreement (as applicable); subject to Section 11.2(a)(v) (Interpretation), a reference to an Article, Section, subsection, clause, Exhibit, schedule, form or appendix is to the Article, Section, subsection, clause, Exhibit, schedule, form, or appendix in or attached to this Agreement; a reference in the main body of this Agreement, or in an Exhibit, to an Article, Section, subsection, or clause is to the Article, Section, subsection, or clause of the main body of this Agreement, or of that Exhibit (as applicable);
(vi) a reference to a person includes such person's permitted successors and assigns; (vii)
(viii)
a reference to a singular word includes the plural and vice versa (as the context may require); the words "including", "includes" and "include" mean "including, without limitation", "includes, without limitation" and "include, without limitation", respectively and the word "or" is not exclusive;
(ix)
(x)
an obligation to do something "promptly" means an obligation to do so as soon as the circumstances permit, avoiding any delay and "shall" when stated is to be considered mandatory; and
in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" mean "to and including". (b) This Agreement is not to be interpreted or construed against the interests of a Party merely because that Party proposed this Agreement or some provision of it, or because that Party relies on a provision of this Agreement to protect itself.
. 26 . . .

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EXECUTION VERSION
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

APPROVED AS TO FORM"LACMTA"

DAWYN R HARRISON,
ACTING County Counsel

THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY, a California county
transportation authority existing under the Authority of §§ 130050.2 et seq. of the California Public Utilities
Code
By:_________________________
Teddy Low
Senior Deputy County Counsel
By: ____________________________
Name: ____________________________
Its: _______________________________
APPROVED AS TO FORM"CITY"
_________________________,
City Attorney

THE CITY OF VERNON,
a California municipal corporation
By:_________________________
Name: _________________________
City Attorney
By: _____________________________
Name: _________________________
Its: City Administrator (or designee)
ATTEST
By:_______________________
Name: _________________________
City Clerk . 27 . . .

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EXECUTION VERSION
EXHIBIT 1 – PROJECT DESCRIPTION
The LA River Path Project is an approximately 8-mile bicycle and pedestrian path proposed along the Los Angeles River from Elysian Valley through downtown Los Angeles and the City of Vernon to the City of Maywood. The northern limit of the project area is the terminus of the Los Angeles River Greenway Trail at Riverside Drive and the southern limit is at Atlantic Boulevard where the Los Angeles River Bicycle Path begins in the City of Maywood. The purpose of the LA River Path Project is to and that and.

The main goals of the LA River Path Project are to:

1. 2.

3. 4.

Close the longest remaining gap in the LA River Path
Create a safe and world-class active transportation corridor along the Los Angeles River Enhance and provide recreational opportunities, liveability, regional and local connectivity Provide an outstanding user experience, access to economic opportunity for historically under-invested communities, and separation from vehicular traffic for people of all ages and abilities . 28 . . .

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EXHIBIT 2 – PROJECT PHASES AND PROJECT SCHEDULE
Part A: Phases
As at the date of this Agreement, the phasing and time periods for the early phasing is anticipated to be as set out in this Part A. The phases described in this Part A may overlap and the time periods are subject to change. . 29 . . .

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PHASE KEY ACTIVITIES
Planning & Advanced
Conceptual
Engineering
Key activities include: 
Preparation of the environmental documents.

Approval by LACMTA Board of the locally preferred alternative (LPA) Preparation of Advanced Conceptual Engineering (15%) for the LA River Path Project

Certification of the environmental documents.

Issuance of the Record of Decision
 Preparation of the Mitigation Monitoring and Reporting Plan (MMRP) Engineering &
Procurement
Key activities include:  Engineering and Design Development for the LA River Path Project by LACMTA and the LACMTA Contractors (including the City Portion and any Rearrangements included within that scope) through to Final Design  Working with third parties to obtain third party approvals for the LA River Path Project, including the City of Los Angeles, the Los Angeles County Flood Control District, the United States Army Corps of Engineers, Metrolink, Caltrans, Union Pacific Railroad, BNSF Railway, Los Angeles Department of Water and Power, and private landowners
 Procurement of LACMTA Contractor(s) to perform the work for the LA River Path Project
Construction Key activities include:  Construction of the LA River Path Project (including the City Portion and any related Rearrangements)
Operation and
Maintenance
 Operation and maintenance of the LA River Path Project will be the subject of an O&M Agreement to be negotiated by the Parties in good faith and finalized at a later date. See Article 6
Part B: Project Schedule
As notified by LACMTA to the City or otherwise incorporated in an amendment of this Agreement. . 30 . . .

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EXECUTION VERSION
EXHIBIT 3 – PROJECT SITE
Part A: LA River Path Project Site . 31 . . .

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EXECUTION VERSION
Part B: City Portion
The drawing depicting the City Portion will be as notified by LACMTA to the City or otherwise incorporated in an amendment of this Agreement. . 32 . . .

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EXHIBIT 4 – ROLES AND RESPONSIBILITIES
Part A: LACMTA Representative and City Representative
The initial designations of the LACMTA Representative and City Representative are as follows:

LACMTA Representative LACMTA Program Management or such other person, or the holder of a specified office or position, specified, from time to time, by LACMTA’s Chief Executive
Officer, or his/her designee
City Representative City Administrator or his/her designee Part B: Summary of Key Roles and Responsibilities
Phase LACMTA Retained City
General Performing its retained obligations and
ensuring that the LACMTA Contractors
(including the PS&E contractor and the
Performing all of City's obligations under this
Agreement and ensuring that all City
Contractors comply with the provisions of this
CM/GC contractor) comply with the provisions Agreement
of this Agreement
Planning and Managing the planning process and preparing Providing support and assistance to LACMTA Advanced
Conceptual
Engineering
all environmental documents in obtaining Governmental Approvals and in dealing with other third parties with respect to
the City Portion Preparing Advanced Conceptual Engineering for the LA River Path Project
Engineering & Preparing and submitting the Design for the Reviewing and approving Designs submitted Procurement LA River Path Project to the City to the extent to it in accordance with agreed procedures required by this Agreement, up to and
including Final Design stage Performing any other Design-related obligations under any Work Orders
Preparing the procurement documents and
managing the procurement for the LA River
Path Project
Providing assistance to LACMTA in procuring
any temporary construction easements
necessary for Construction of the City Portion
Construction Monitoring progress and performance of the LACMTA Contractor(s) responsible for the
work on the LA River Path Project
Performing its Construction-related
obligations under any Work Orders
Coordinating Adjacent Work, City
Construction Work, and City Maintenance
Work
Operation and Operation and maintenance of the LA River See Article 6 Maintenance Path Project will be the subject of an O&M
Agreement to be negotiated by the Parties in
good faith and finalized at a later date (See
Article 6)
. 33 . . .

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Part C: Issue Resolution Ladder
The following City staff or its designees shall be responsible for coordinating among the applicable City departments and divisions as necessary to make the designated decision or approval.

City Team Partial List of Key Functions for Decision or Approval LACMTA Team City Administrator, Spearhead council approval of all work outside of normal LACMTA Chief Program Director of Public working hours including any night work variances, holiday Manager Works, Designated work restrictions, police & fire department requests, peak Project Manager or hours exemptions, and other requests with potential shortDesignated Representative
term impacts to the community (i.e. revised detours,
temporary full street closures, revised haul routes)
Director of Public Approve all final Construction plans and related documents LACMTA Senior Works,
Engineer,
Designated
Representative
City as required by this Agreement.
or
Executive Officer over
Designated
Manager
Project Provide overall leadership in timely resolution of Design, Construction, plan review, and related administrative
matters.

CA Professional Engineer Registration
City Public Works Provide Construction support as specified in this Agreement LACMTA Designated Construction
Department Head or
Designated
Project Manager level
(Executive Officer or Manage assigned resources and coordinate interactions between the City and LACMTA and the LACMTA
Contractors as it relates to Construction support. Deputy Executive Representative Officer) or Designated
Provide independent quality assurance (IQA) functions Construction Manager where LACMTA performs work within City Right-of-Way (Deputy such as street improvement, signal, lighting, and utility work. Officer Director)
Executive
or Senior
City Public Works Oversee and coordinate all plan reviews as specified in this LACMTA Designated Permit Division Agreement Project Engineer
Head or Designated
Representative
(Deputy Executive Manage and coordinate interaction of the City with LACMTA and the LACMTA Contractors as it relates to Design review and comment resolution.

Officer or Senior Director
levels), consultant CM,
and LACMTA Third
Provide the necessary coordination in planning, Party Admin Dept engineering, technical, analytical and administrative support Project Lead (Civil) services with respect to design approval including fire/life safety, police/public security, access, transportation
engineering, civil and structural engineering, street lighting engineering, drainage, sanitation, landscaping, and related maintenance requirements.

Skilled in change management and expedited approvals.

City Traffic Engineer Approve all worksite traffic control plans and any final design LACMTA or Designated documents pertaining to both permanent and temporary Project Representative traffic controls (signals, striping, WATCH lane closures, (Deputy Designated
Engineer
Executive
MUTCD restrictions, lighting, etc. ) Officer or Senior Director levels), consultant CM,
LACMTA Third Party
Admin Dept Project Lead
. 34 . . .

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EXECUTION VERSION
(Civil) and TE
consultants.
. 35 . . .

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EXHIBIT 5 – DESIGN REQUIREMENTS

GENERAL DESIGN CRITERIA
Any Design work for the City Portion and any Rearrangements shall be performed in accordance with:

1. (a)
(b)
the Design requirements set out in this EXHIBIT 5 or otherwise under the provisions of this Agreement and the relevant Work Order (if applicable); and
all Governmental Approvals and Applicable Law.

2. 3.

CITY STANDARDS FOR REARRANGEMENTS
The Parties agree that any Design work for the Rearrangements shall be performed in accordance with the City Standards and that the "City Standards" will be those City design standards and ordinances notified by the City to LACMTA or otherwise incorporated in an amendment of this Agreement in accordance with Section

3.5 (City Standards) of the Agreement.

LA RIVER PATH PROJECT BASIS OF DESIGN (LARP BASIS OF DESIGN) The Parties agree that any Design work for the City Portion shall be performed in accordance with the basis of design and design standards set out in EXHIBIT 11 (LARP Basis of Design) (the "LARP Basis of Design").

4. SPECIFIC DESIGN REQUIREMENTS

4.1 Surface Openings. To the extent operationally and fiscally practical, LACMTA shall locate surface openings, if any to mitigate: (a) the effect on existing features of landscape and improvements; and (b) public disruption; in each case after taking account of health and safety concerns. Placement of gratings in sidewalks will be avoided to the extent reasonably practicable; however, all other openings, such as mechanical access openings, shall be regularly permitted in sidewalks, provided such openings are enclosed.

4.2 Landscaping. Trees and landscaped areas under ownership or daily control of the City shall be preserved whenever practical. Trees in the Project Site, which are not being removed by LACMTA, shall be adequately protected. Trees that must be removed due to Rearrangements or work on the City Portion shall be replaced by LACMTA, if the City elects and right-of-way is available. Replacement work shall be in accordance with the landscaping requirements under the LARP Basis of Design (if the replacement trees will be located on the City Portion) or applicable City Standards (subject to Section 3.5 (City Standards) of this Agreement.

Landscaped areas removed due to Rearrangements or work on the City Portion shall be restored to the original condition to the extent practical as agreed to by the City and LACMTA.

4.3 4.4
Traffic Control Devices and Lighting Systems. If the City Portion or a Rearrangement requires the removal and reinstallation, or modification of existing or installation of new traffic control devices or lighting systems ("Traffic Control and Lighting Work"), then LACMTA must obtain the City's approval of LACMTA's Design for the Traffic Control and Lighting Work (which consent may not be unreasonably delayed or withheld).

Private Projections in Public Ways. If LACMTA determines that a private projection in, over or under any City Facilities or the City Rights-of-Way must be removed to accommodate the LA River Path Project, LACMTA will issue a Work Order to the City and the City shall take all reasonable actions within its powers to require the elimination of such projections by the time specified in the Work Order. If the City is not empowered to effect the removal of such projections, or if LACMTA otherwise elects, LACMTA will make its own arrangements for removal of such projections. The City will cooperate with LACMTA to minimize the cost to eliminate, move, remove or otherwise terminate projections.

4.5 City Communications Facilities. The relocation of any conflicting underground City communications facilities shall be done by employing intercept-style manholes at both ends of every conflicting communications conduit segment in question, directly on the alignment of existing conduit segment(s), and beyond the area of the conflicting communications facilities. . 36 . . .

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5. PREPARATION AND SUBMISSION OF DESIGN DOCUMENTATION
The City shall provide engineering review approval of up to four submittals including and not limited to the following:

1. 2.

3. Advanced Conceptual Engineering (ACE) - 30% design;
Preliminary Engineering and Draft Specifications (PE) – 60% design; and Final Designs, Plans and Specifications (FD) - 100% design.

These submittals will be made by LACMTA's Contractor. Upon approval by the City, the City shall issue permits authorizing work on the City Portion, as appropriate. The City review period, from receipt of each submittal to transmittal of comments, shall not exceed thirty (30) calendar days provided the submittals include all information deemed necessary by the City. Within seven (7) calendar days after receipt of a design submittal, the City shall inform LACMTA if the submittal lacks necessary information to enable the City to review the submittal, and shall return the submittal to LACMTA, together with an identification of the missing information. LACMTA's Contractor shall address all the City review comments with each re-submittal. . 37 . . .

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EXECUTION VERSION
EXHIBIT 6 – LACMTA SUBMITTAL REVIEW PROCEDURE

1. GENERAL

1.1 The Parties agree that individuals undertaking Design review on behalf of the City under this Agreement shall, where reasonably possible, be consistent throughout the Design Phase. The City will ensure that any individual undertaking Design review on behalf of the City under this agreement has the appropriate qualifications, capability and experience to perform the review.

1.2 The procedures set out in this EXHIBIT 6 will govern all LACMTA Submittals to the City pursuant to this Agreement.

2. REVIEW PROCEDURE

2.1 The City shall notify LACMTA and the relevant LACMTA Contractor (if applicable) within 10 days of receipt of a LACMTA Submittal from LACMTA or a LACMTA Contractor if it considers (acting reasonably) that the LACMTA Submittal submitted is incomplete or deficient for the City's review purposes and requires resubmission, together with a detailed description of the information that it deems to be missing or deficient. If no such Notice is delivered by the City within such ten-day period, the LACMTA Submittal shall be deemed complete and acceptable for review purposes.

2.2 The City shall (or must require that the relevant City Contractor) within the LACMTA Submittal Review Period:
(a)
(b)
review the LACMTA Submittal; and
notify LACMTA and the relevant LACMTA Contractor (if applicable) that it:
(i) approves the LACMTA Submittal; or
(ii) rejects the LACMTA Submittal with detailed reasons including all Compliance Comments.

2.3 All Compliance Comments shall be transmitted in the form of a comment matrix, through the LACMTA 'Quality Management Oversight' database or through another equivalent format (in each case, as notified and provided by LACMTA) and shall be accompanied by an annotated LACMTA Submittal (if applicable). Where a database is used for transmission of comments, LACMTA will provide the City (and the relevant City Contractors) with user accounts and training for this purpose.

2.4 2.5
If no comments are received within the LACMTA Submittal Review Period, the LACMTA Submittal shall be deemed complete and approved by the City.

The Parties acknowledge that the LACMTA Submittal review process set out in this EXHIBIT 6 is intended to facilitate the LACMTA Submittal review process and be consistent (with necessary changes) with the LACMTA Guidelines on Enhanced Partnered Coordination and shall supersede the submittal / shop drawing review schedules specified in any standards referenced in this Agreement.

3. GROUNDS FOR OBJECTION OR COMMENT

3.1 The City will only be entitled to reject a LACMTA Submittal under Article 2 (Review Procedure) of this EXHIBIT 6 if such LACMTA Submittal fails to comply with the requirements set out in this Agreement, as specified in the City's Compliance Comments.

3.2 If the City rejects a LACMTA Submittal in accordance with Article 2 (Review Procedure) of this EXHIBIT 6, LACMTA must (or must require that the relevant LACMTA Contractor):
(a) address the Compliance Comments and re-submit the LACMTA Submittal for review; or . 38 . . .

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(b) notify the City that it does not agree with the grounds for rejection. If LACMTA does not agree with the grounds for rejection on the basis that such grounds would constitute a Betterment, Article 5 (Betterments) of this Agreement shall apply.

3.3 3.4
The City agrees that during the Final Design stage, it shall not raise any new issues, or make any comments, which are inconsistent with its comments on earlier submittals, or with any changes already agreed to by the City.

The City's approval of the Final Design for the City Portion or any Rearrangement will not be withheld if the submittal is consistent with the most recent earlier submittal for the City Portion or such Rearrangement, modified as appropriate to respond to the City's Compliance Comments on such earlier submittal (to the extent such comments were made in accordance with the provisions of this Agreement) and to reflect any subsequent changes agreed to by the City and LACMTA.

4. NO COMMENCEMENT OF CONSTRUCTION WORK
LACMTA and the City must not commence or permit the commencement of any Construction work that is the subject of, governed by or dependent upon a LACMTA Submittal until LACMTA (or a LACMTA Contractor) has submitted the relevant LACMTA Submittal to the City in accordance with this EXHIBIT 6 and:
(a) within seven days of receiving a Notice from LACMTA (or the relevant LACMTA Contractor (as applicable)) that the City failed to respond to a LACMTA Submittal within the relevant LACMTA Submittal Review Period, the City fails to respond to such LACMTA Submittal; or (b) the City has notified LACMTA (and the relevant LACMTA Contractor (as applicable)) that it approves such LACMTA Submittal.
. 39 . . .

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EXECUTION VERSION
EXHIBIT 7 – CONSTRUCTION REQUIREMENTS

1. GENERAL REQUIREMENTS
(a) Any Construction work for any Rearrangements or the City Portion to be performed within the City Rights-of-Way shall be performed in accordance with:
(i) the approved Final Design (including any changes agreed under Section 3.6 (Changes to Design) of this Agreement;
(ii)
(iii)
(iv)
all Governmental Approvals, Applicable Law, and in the case of any Rearrangements, the City Standards (subject to Section 3.5 (City Standards) of this Agreement). the schedule for such Construction work agreed under the relevant Work Order (if applicable) or otherwise under the Project Schedule; and
all other Construction requirements set out in this EXHIBIT 7 or otherwise under the provisions of this Agreement and any relevant Work Order (if applicable). (b) In conjunction with its contractors, LACMTA will be responsible for conducting public outreach to provide proper notifications to the affected communities prior to and during Construction complying with the approved environmental documents.

2. EXTENDED WORKING HOURS
The Parties acknowledge that extended working hours (beyond the windows contemplated in the City's ordinances limiting work hours and including holiday or weekend working) may be necessary to facilitate Construction and operation of the City Portion. The Parties will agree such working hours following joint review of the schedule and activities to be carried out by LACMTA and the LACMTA Contractors. If a change is required to the agreed working hours, the Parties will negotiate in good faith to agree such change.

3. 4.

HAULAGE ROUTES
The Parties will agree haulage routes reasonably necessary to facilitate Construction and operation of the City Portion. If a change is required to an agreed haulage route, the Parties will negotiate in good faith to agree such change.

INTERRUPTIONS
(a)
(b)
The Parties acknowledge that certain components of the work in the City Portion will require interruption of the City services. The Parties will agree a plan for any such interruptions and, subject to City approval of the plan, the City consents to scheduled interruption of services deemed necessary by LACMTA. LACMTA must provide the City prior Notice before the City services are interrupted.

LACMTA will notify affected parties, including residents, businesses, Council office, and other elected officials in advance of scheduled interruptions and will cooperate with the City to minimize interruption of the City services and resulting disruptions, provided that notification may be delayed where LACMTA is required to interrupt services in the event of emergency. Where the City determines that Temporary Facilities are necessary and appropriate, LACMTA shall accommodate this request.

5. CONSTRUCTION STAGING PLANS

5.1 General Requirements
(a) LACMTA or the LACMTA Contractors shall develop a construction staging plan ("Construction Staging Plan") for any Construction work to be performed within the City Rights-of-Way. . 40 . . .

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EXECUTION VERSION
(b)
(c)
The City acknowledges that the Construction work to be performed by LACMTA or the LACMTA Contractors within the City Rights-of-Way is intended to be performed progressively under multiple contractual packages and the Construction Staging Plans described in this EXHIBIT 7 may, therefore, be prepared for each contractual package or for a portion of such Construction work.

A Construction Staging Plan shall provide, among other things, for:
(i) the handling of vehicular and pedestrian traffic on streets adjacent to the Construction with the Construction phasing showing street closures, detours, warning devices and other pertinent information specified on the plan (worksite traffic control plans); (ii)
(iii)
actions to maintain access to businesses adjacent to the Construction areas, as possible, and actions to ensure safe access and circulation for pedestrians and vehicular traffic as described in the worksite traffic control plans;
elements of public awareness as well as mechanisms to assist affected parties in complaint resolutions.
(d) The City understands that LACMTA requires flexibility in the execution of Construction phasing and traffic management planning during Construction, and agrees to impose only the minimum requirements for traffic management planning and Construction sequencing that are necessary in order to provide for public health and safety (including pedestrian and vehicular safety), and functionality (including public and business access and circulation).

5.2 Specific Requirements – Street Lighting Systems
LACMTA or the LACMTA Contractors shall develop street lighting Construction Staging Plans, which shall provide, among other things, for:
(a) the safety and security at night time of vehicular and pedestrian traffic on streets adjacent to Construction, with the street lighting Construction Staging Plans showing street closures, detours, lighting devices, circuit and power service connections, and other pertinent information; and (b) lighting levels to maintain safe access to businesses adjacent to the Construction areas, and to ensure safe circulation for pedestrian and vehicular traffic.

5.3 Specific Requirements – Traffic Management Plan
(a) LACMTA and the City may agree that a street, highway, bridge or the other City Rights-of-Way shall be temporarily or permanently closed for the necessity and convenience of the LA River Path Project.

If agreed to, a Traffic Management Plan must be developed and submitted by LACMTA or the LACMTA Contractors, which shall provide, among other things, for worksite traffic control plans, traffic circulation plans, and temporary traffic signal plans.
(b)
(c)
WATCH Manual page references shall be acceptable as a form of traffic control plans and submittal.

The City’s traffic department staff involved in the review and approval process shall facilitate the City’s internal approvals regarding peak hour exemptions, holiday moratoriums, changes to existing parking restrictions in the work zone, night work, and noise variances.

5.4 Review and Implementation of Construction Staging Plans (a) LACMTA (or the relevant LACMTA Contractor (as applicable)) must submit each Construction Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA Submittal Review Procedure).
. 41 . . .

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EXECUTION VERSION
(b)
(c)
LACMTA (or the relevant LACMTA Contractor (as applicable)) may update a Construction Staging Plan after it has been approved by the City and must promptly submit each updated Construction Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA Submittal Review Procedure).

LACMTA must, and must ensure that the LACMTA Contractors, implement and comply with each Construction Staging Plan which has been submitted to the City and which has been either approved (or deemed approved) under EXHIBIT 6 (LACMTA Submittal Review Procedure).

6. WORK IN STREETS

6.1 General Requirements
(a)
(b)
(c)
The Parties acknowledge that the City has the duties of supervising, maintaining and controlling streets, highways, and the other City Rights-of-Way. Accordingly, LACMTA shall give the City 10 days' advance written Notice where Construction work is to be performed in the City Rights-of-Way.

LACMTA and the LACMTA Contractors shall take all appropriate actions to ensure safe performance of the Construction work within the City Rights-of-Way. The City reserves the right to stop work if public health and safety is or will be comprised by such work.

If LACMTA or a LACMTA Contractor fails to perform any Construction work within the City Rights-ofWay in accordance with the Final Design and/or Construction Staging Plans approved (or deemed approved) by the City under this Agreement then upon written Notice of the non-compliance from the City, LACMTA must cure or must ensure that the LACMTA Contractor cures, the non-compliance.

6.2 6.3
Traffic Control and Lighting
LACMTA must provide the City prior Notice before conducting the Traffic Control and Lighting Work that will result in an interruption to service of traffic control devices or lighting systems and LACMTA shall cooperate with the City to minimize such interruption.

City Communication Facilities
Construction of replacement conduit segments, inner ducts, and manholes that bypass the conflicting conduit segments shall be done prior to relocation of the communications cables. In addition, relocation/installation work of communications cables that carry live production traffic shall be scheduled during a maintenance window, in order to minimize system downtime and minimize the City network traffic disruption.

7. TEMPORARY AND PERMANENT STREET CLOSURES
Upon notification of a proposed temporary or permanent street closure, the City, as requested by LACMTA, shall initiate the appropriate proceedings and shall establish the necessary conditions for the closures.

8. TEMPORARY FACILITIES

8.1 LACMTA Facilities
Temporary Facilities may be necessary to facilitate Construction of the LA River Path Project (including the City Portion and Rearrangements). LACMTA or its designee may use, without cost, lands owned or controlled by the City for any Construction related purpose, including, but not limited to, the erection and use of Temporary Facilities thereon; provided that, the City shall first approve in writing the availability, location and duration of the Temporary Facilities, with the City’s approval not to be unreasonably withheld. Upon completion of the related Construction and LACMTA’s determination that the Temporary Facilities no longer are needed, LACMTA shall remove all Temporary Facilities and restore the area as nearly as practicable to its original condition unless LACMTA and the City agree to some other arrangement. . 42 . . .

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8.2 City Facilities
In the event that Temporary Facilities are necessary to effect the City Portion or a Rearrangement being constructed by the City, the City or its designee may use, without cost, lands owned or controlled by LACMTA for the purpose of using or erecting Temporary Facilities thereon; provided that, LACMTA shall first approve in writing the availability, location and duration of the Temporary Facilities. Upon completion of the City Portion or the Rearrangement in its permanent location, the City shall remove all Temporary Facilities and restore the area as nearly as practicable to its original condition unless the City and LACMTA agree to some other arrangement.

9. UNDERGROUND SERVICE ALERT
Prior to any commencement of underground work by either Party, an "Underground Service Alert" shall be notified in accordance with California law by such Party or its contractor.

10. ENVIRONMENTAL CONTROLS
All Construction work performed by the City or City Contractors pursuant to this Agreement shall comply with the environmental controls established by LACMTA in the LACMTA Contracts, including construction noise and vibration control, pollution controls, archaeological coordination and paleontological coordination.

11. SALVAGED MATERIALS
The Parties may agree to salvage certain materials belonging to the City during the course of work on the City Portion or Rearrangement. If materials belonging to the City are to be reused, LACMTA’s contractor shall exercise reasonable care in removal and storage of such materials. Materials shall be inspected and stored until such time as the progress of work allows the reinstallation of such materials. Materials that are not to be reused in the City Portion or a Rearrangement, but which the City desires to reclaim, may be recovered by the City staff within an agreed time frame or shall be delivered by LACMTA to a location proximate to the salvage site and suitable to the City. Subject to acceptance by LACMTA, if materials removed by LACMTA are not reused and are not desired by the City, such materials shall become the property of LACMTA.

12. AS-BUILT DRAWINGS

12.1 LACMTA and the City shall each maintain a set of "as-built" plans of the City Portion and Rearrangements performed by LACMTA and the City during Construction. Red line mark-ups for temporary lighting systems, traffic signal systems, and other the City Facilities shall be submitted to the City and LACMTA within 15 days after completion of Construction. All Design changes shall be documented on RFI/RFC forms. Upon completion of the City Portion or Rearrangement work, the Party that performed the work shall furnish the other Party with reproducible "as-built" drawings showing all Replacement Facilities installed by the performing Party, within 75 days after completion of such work for each set of plans.

12.2 LACMTA and the City agree to provide the other with electronic files and full size paper hard copies of those final contract documents that they have prepared, or caused to be prepared, to govern the Construction of the City Portion or a given Rearrangement by their respective contractor so that each Party may compile a complete set of contract documents. Each Party shall prepare or cause to be prepared the contract documents for which it is responsible.
. 43 . . .

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EXECUTION VERSION
EXHIBIT 8 – INSPECTION AND ACCEPTANCE PROCEDURE

1. INSPECTION DURING CONSTRUCTION

1.1 Each Party shall give the other Party at least 10 days' Notice prior to commencing work on the City Portion or a Rearrangement for which it is responsible to enable such other Party to make arrangements for inspection of such work.

1.2 Any Construction of the City Portion or Rearrangements performed by LACMTA (directly or through the LACMTA Contractors) under this Agreement shall be subject to inspection and final acceptance by the City provided that any such inspection carried out by the City (directly or through a City Contractor) shall be solely for the purposes of assessing whether the Construction work conforms with the requirements under this Agreement. Such inspection services shall be authorized by LACMTA under a Work Order issued in accordance with Section 2.3 (Work Orders) of this Agreement. If City inspection services are authorized under a Work Order, the City shall (or must require that the relevant City Contractor):
(a)
(b)
provide inspectors at LACMTA's cost as needed to comply with the schedule for such inspections set out in the Work Order;
cooperate and coordinate with the LACMTA Representative and the LACMTA Contractors to observe and inspect the City Portion, any Rearrangements, or new City Facilities so that upon completion of Construction, the City will have a basis for acceptance of the work; (c)
(d)
ensure that all City inspectors submit copies of daily written inspection reports to LACMTA, each within 48 hours after such inspection; and
remove and replace any inspector seven days after LACMTA's reasonable written request.

1.3 1.4
Any Construction work performed by the City or a City Contractor pursuant to a Work Order agreed under the provisions of this Agreement shall be subject to LACMTA inspection and final acceptance.

If, in carrying out an inspection, a Party identifies Non-conforming Work, the Party must provide the other Party with immediate Notice with detailed reasons (and in any event, no later than 48 hours from discovery).

The Party that performed the relevant work must rectify any Non-conforming Work.

1.5 The City shall not have any inspection rights with respect to any structures or physical elements that are owned and maintained by LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA.

2. ACCEPTANCE PROCEDURE

2.1 Promptly following completion of the City Portion or any Rearrangement, the Party that performed the Construction shall notify the other Party that the City Portion or Rearrangement is ready for final inspection.

2.2 2.3
The final inspection shall be carried out within 10 days of receipt of a Notice under Section 2.1 (Acceptance Procedure) and within five days of the completion of the final inspection, the inspecting Party shall notify the other Party of any Non-conforming Work. If no Notice is received, the relevant work will be deemed accepted by the inspecting Party.

The City shall accept:
(a)
(b)
the City Portion if it is in conformance with the LARP Basis of Design and the other requirements under this Agreement applicable to the City Portion; and all Rearrangements that are in conformance with the City Standards. . 44 . . .

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3. INDEPENDENT ENGINEER
The City acknowledges and agrees that LACMTA may delegate its inspection and acceptance rights under this EXHIBIT 8 to an independent engineer appointed under the provisions of any LACMTA Contract. . 45 . . .

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EXECUTION VERSION
EXHIBIT 9 – NOT USED
. 46 . . .

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EXECUTION VERSION
EXHIBIT 10 – FORMS
Part A: Form 60
Name of Offeror/Contractor/Utility Company (Name of
Preparer):

Scope of Work/Deliverable (provide expanded
description on Form 60 page 2)
Home office address
Division(s) and Locations where Work is to be performed LACMTA Solicitation/Proposal/Contract Number/Work Order/Change Notice and/or Change
Order Reference Number(s):

NOTE: For proper calculations of cost elements link additional sheets to this summary page.

1. Direct Labor Est.

Hours
Rate Per
Hour
Est. Cost TOTAL

2. 3.

4. 5.

6. 7.

0.00 0.00

0.00 0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00

TOTAL DIRECT LABOR HOURS
Labor Overhead (O/H)

TOTAL DIRECT LABOR
Est. Cost
$0.00
$0.00
O/H Rate
0%
x Base
$0.00

8. TOTAL LABOR OVERHEAD

9. Direct Material
a. Purchase Parts
b. Subcontracted items
c. Other
Est. Cost

10. 11.

12. 13.

14. 15.

16. 17.

18. 19.

20. 21.

22. 23.

24. 25.

26. 27.

28. 29.

30. 31.

32. 33.
$0.00
$0.00
$0.00

TOTAL DIRECT MATERIAL
Est. Cost
$0.00
$0.00
Equipment Unit Cost
$0.00
$0.00
$0.00
$0.00

TOTAL EQUIPMENT
Subcontractors* Est. Cost
$0.00
$0.00
$0.00

TOTAL SUBCONTRACTORS
TOTAL BURDENED COST (add lines 5, 8, 13, 17 and 22)
$0.00
$0.00
Other Direct Costs Est. Cost
$0.00
$0.00
$0.00
TOTAL OTHER DIRECT COSTS $0.00
$0.00
Travel Est. Cost
a. Transportation $0.00
b. Per Diem or Subsistence $0.00

TOTAL TRAVEL
General and Administrative
Expense
Rate % % x Line 23

34. 35.

36. 37.
0% $0.00

TOTAL GENERAL AND ADMINISTRATIVE EXPENSE
TOTAL ESTIMATED COSTS (Total Lines 23, 28, 32 and 35)
$0.00
$0.00
Profit/Fee Total Labor and
Overhead
Rate % % x Total Labor and Overhead
(line 5 + line 8)

38. 39.

40. ` 0% $0.00
TOTAL FEE $0.00
TOTAL ESTIMATED PRICE (Total of Lines 36 and 39) $0.00
. 47 . . .

Item 16 Page 50 of 54

EXECUTION VERSION

41. Milestone Milestones/Tasks
/Task
Hours Completion
Date
Payment Amount
Number

42. 43.

44. 45.
$0.00
$0.00
$0.00
TOTAL MILESTONES/TASKS (Must equal line 40) $0.00
* Attach Form 60 for all proposed subcontractors performing work under Form 60 Prime Contractor where applicable. Transfer Est. Cost to this Section.

46. Fill in applicable sections only

47. Has any Agency of the United States Government, State government, local public agency or the Los Angeles County Metropolitan Transportation Authority (LACMTA) performed any review of your account or records, overhead rates and general and administrative rates in connection with any public prime contract or subcontract within the past twelve months? Yes No If yes, when? Reference Contract No.

48.a. Agency Name/Address 48.b. Individual to contact/Telephone Number

49. As required by LACMTA, firms not audited, as described above, shall submit financial data and calculations in sufficient detail to support all proposed direct costs and subcontractor costs.

50. The proposal reflects our estimates and/or actual costs as of the date and by submitting this proposal, Proposer/Consultant grants to LACMTA Contracting Officer and authorized representative(s) the right to examine, at any time before award, those records, which include books, documents, accounting procedures and practices, and other supporting data, regardless of type and form or whether such supporting information is specifically referenced or included in the proposal as the basis for pricing, that will permit an adequate evaluation of such cost or pricing data, along with the computations and projections used therein, for the purpose of verifying the cost or pricing data submitted. This right may also be exercised in connection with any negotiations/discussions prior to contract award or execution of contract modification.

51. CERTIFICATE
The labor rates and overhead costs are current and other estimated costs have been determined by generally accepted accounting principles. Proposer/Consultant represents: (a) that it has , has not , employed or retained any company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) to solicit or secure a contract, and (b) that it has , has not , paid or agreed to pay to any company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) any fee, commission, percentage or brokerage fee, contingent upon or resulting from the award of this contract, and agrees to information relating to (a) and (b) above, as requested by the Contracting Officer.

52. CERTIFICATE OF CURRENT COST OR PRICING DATA
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in Section 2.101 of the Federal Acquisition Regulations (FAR) and required under subsection 15.403-4) submitted, either actually or by specific identification in writing, to LACMTA's Contracting Officer or to LACMTA's Contracting Officer's representative in support of ______________________* are accurate, complete and current as of ________________________**. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the Proposer/Consultant/Contractor and LACMTA that are a part of the proposal.

53. This proposal as submitted represents our best estimates and/or actual costs as of this date.

54. Type Name and Title of Authorized Representative Signature Date***

55. * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving appropriate identifying number (e.g. Information For Bid No., Work Order No., Request for Proposal No., Change Order No., Modification No., etc.)

56. 57.
** Insert the day, month and year when price negotiations were concluded and price agreement was reached.
*** Insert the day, month and year of signing (i.e., When price negotiations were concluded and mutual agreement was reached on contract price).

Form 60 Attachments (Applicable if Box is checked)
Scope of Work Expanded Description for which Cost Estimate is based on:
123
. 48 . . .

Item 16 Page 51 of 54

EXECUTION VERSION
4 Schedule in which Scope of Work is based on:
1234
The Non-Disclosure Agreement (NDA) provisions (as set out in the NDA between City and LACMTA) are applicable to the following Form 60-specific items:
1234
FORM 60 IS SIGNED AND EXECUTED WITH THE FOLLOWING ADDITIONAL ASSUMPTIONS:
1 CITY AS-BUILT RESEARCH BY CITY FOR METRO PROJECTS IN THE PLANNING PHASE SHALL BE TREATED AS PART OF LABOR OVERHEAD PORTION OF COST . 49 . . .

Item 16 Page 52 of 54

EXECUTION VERSION
Part B: LACMTA “Potential Notice of Betterment” Form
The Word file of the latest version of this form is available upon request from LACMTA’s assigned Third Party Administration (TPA) Representative.

Alternatively, a written memorandum on City’s letterhead may be submitted to the TPA Representative with the following required information:

1. Scope: Describe in detail with reference to applicable sections of this Master Cooperative Agreement, LARP Basis of Design (as applicable), City Standards (as applicable), and Applicable Law including any relevant codes.

Note the following common reasons for denial:
(a) Scope is not per agreed City Standards (in the case of a Rearrangement) or the LARP Basis of Design (in the case of the City Portion) or a legal requirement. (b)
(c)
(d)
Scope added after establishment of the applicable Basis of Design.

Scope is not endorsed by LACMTA as a LA River Path Project requirement.

Scope is not identified in the environmental documents.

2. 3.

4. Detailed Justification: Why does City believe the scope is not a Betterment? Cite specific prior cases, exceptions under Applicable Law including any relevant codes, project-specific reasons, etc.

Cost Estimate: Use Metro Form 60 to provide a detailed cost breakdown as proposed for the Betterment in question.

City’s Agreement: City agrees that scope is a Betterment and provides separate funding. The source of funds must be specified, City approved financial documents supporting validity and timing of funds must be provided, and a determination regarding whether City will commit to provide adequate front funding for cash-flow must be made.

5. 6.

Signatures: The form shall provide a signature block with 2 signatures from City Representatives agreeing to the information provided.

LACMTA Signatures: The form signature block area shall provide for LACMTA to countersign with 2 LACMTA Representative signatures with checkboxes indicating whether the Betterment proposal is denied or approved. . 50 . . .

Item 16 Page 53 of 54

EXECUTION VERSION
EXHIBIT 11– LARP BASIS OF DESIGN (INCLUDING DESIGN CRITERIA) . 51 . . .

Item 16 Page 54 of 54
City Council Agenda Report
Meeting Date: May 16, 2023
From: Daniel S. Wall, P.E., Director of Public Works
Department: Public Works
Submitted by: Lissette Melendez, Project Engineer
Subject
Citywide Striping and Pavement Markings FY22-23
Recommendation
A. Find that the proposed action is categorically exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15301, because the project consists of the maintenance, repair or minor alteration of existing facilities and involves negligible or no expansion of an existing use;
B. Accept the bid proposal from WGJ Enterprises Inc., dba PCI as the lowest responsive and responsible bid for the Citywide Striping and Pavement Markings FY22-23 project and reject all other bids;
C. Approve and authorize the City Administrator to execute Contract No. 20230179 in the amount of $332,005 for the Citywide Striping and Pavement Markings FY22-23 project for a period not to exceed 30 days; and
D. Authorize a contingency of $10,000 in the event of an unexpected changed condition in the project and grant authority to the City Administrator to issue a change order(s) for an amount up to the contingency amount if necessary.

Background
The Citywide Striping and Pavement Markings FY22-23 project (Contract No. 20230179) consists of restriping the City street lane lines and pavement markings in accordance with the latest Caltrans Standards. On April 20, 2023, the Public Works Department advertised the Notice Inviting Bids (NIB) for Contract No. 20230179. The NIB was posted on the City’s PlanetBids website and published in the local newspaper. The bids for the project were received and opened on May 3, 2023. The calculated results were as follows:

1. WGJ Enterprises, Inc. dba PCI $332,005.00

2. Cat Tracking, Inc. (CTI) $465,150.00

3. Superior Pavement Marking $531,015.00

4. Chirsp Company $560,342.50
Public Works staff reviewed the bids and deemed the bid received from WGJ Enterprises, Inc. dba PCI (PCI) is the lowest responsive and responsible bid. Thus, staff recommends award of the proposed contract to PCI. The contract has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is estimated at $342,005, including a contingency of $10,000. Sufficient funds are available in General Fund, Public Works Department, Street Operations Capital Expenditures Account No. 011-040-430-660000 for the current fiscal year.

Attachments

1. Contract No. 20230179 Citywide Striping and Pavement Markings FY22-23 . . . .

Item 17 Page 1 of 192

STANDARD FORM OF

CONSTRUCTION CONTRACT BETWEEN

CITY AND CONTRACTOR
This Agreement is made and entered into at Vernon, California this 16th day of May , 2023, by and between the CITY OF VERNON, a California charter City and municipal corporation (hereinafter "City") and WGJ Enterprises Inc., dba PCI,a California corporation (hereinafter "Contractor"), for construction of Citywide Striping
and Pavement Markings FY22-23, City Contract No. 20230179.

THE PARTIES HERETO AGREE AS FOLLOWS:

1. CONTRACT DOCUMENTS
The “Contract Documents” except for modifications issued after execution of this Agreement, shall consist of the following documents which are either attached hereto as exhibits or are incorporated into this Agreement by this reference, with the same force and effect as if set forth at length herein:

A. Governmental Approvals including, but not limited to, permits required for the Work B. This Agreement
C. Exhibit A – General Conditions
D. Exhibit 1 – Performance Bond
E. Exhibit B – Special Provisions Specific for this Project F. Exhibit C – Equal Employment Opportunity Practices Provisions G. Notice Inviting Bids
H. Instructions to Bidders
I. Bid Forms
J. Designation of Subcontractors
K. Bidding Addenda Nos. 0

2. REFERENCE DOCUMENTS
The following Reference Documents are not considered Contract Documents and were provided to the Contractor for informational purposes. Contractor may rely upon the technical data contained in such documents but not upon nontechnical data, interpretations, opinions or provisional statements contained therein: