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
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 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 $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 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 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
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
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 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,
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
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
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
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.
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 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,
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.
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.
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 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].
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
EXHIBIT A
CONTRACTOR'S BID
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
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
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
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
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
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
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
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
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 datestamped 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
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
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
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
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
EXHIBIT A
AFFIDAVIT OF NON-COLLUSION
INSTRUCTION TO BIDDERS
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
EXHIBIT B
STANDARD FORM OF CONTRACT
INSTRUCTION TO BIDDERS
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
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.
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
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
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
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
(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
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
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.
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.
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
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
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
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].
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:
EXHIBIT A
CONTRACTOR'S PROPOSAL
EXHIBIT B
SCHEDULE
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.
EXHIBIT C
TECHNICAL SPECIFICATIONS AND SCOPE
INSTRUCTION TO BIDDERS
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
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 ANSIaccredited 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
6. Certificate of Registration issued by the California Department of Pesticide Regulation.
INSTRUCTION TO BIDDERS
BID FORMS
INSTRUCTIpN TO BIDDERS
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
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
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
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
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
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
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
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
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
EXHIBIT B
SCHEDULE
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
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.