LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND SPX
COOLING TECH, LLC FOR COOLING TOWER PARTIAL LOWER STRUCTURE
REPLACEMENT
COVER PAGE
Contractor: SPX Cooling Tech, LLC
Responsible Principal of Contractor: Bill Wright, Regional Sales Manager Notice Information - Contractor: SPX Cooling Tech, LLC
7401 West 129th Street
Overland Park, KS 66213
Attention: Bill Wright
Phone: (816) 560-2263
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager
Telephone: (323) 583-8811 ext. 579
Commencement Date: November 4, 2025
Termination Date: June 30, 2026
Consideration: Total not to exceed $245,792 (includes
all applicable sales tax); and more
particularly described in Exhibit C
Records Retention Period Three (3) years, pursuant to Section 8.3 SPX Cooling Tech, LLC
Labor and Materials Contract
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LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND SPX
COOLING TECH, LLC FOR COOLING TOWER PARTIAL LOWER STRUCTURE
REPLACEMENT
This Contract is made between the City of Vernon, a California charter City and California municipal corporation ("City"), and SPX Cooling Tech, LLC, a Delaware Limited Liability Company, with headquarters located at 7401 W. 129th Street, Overland Park, KS 66223 (“Contractor”).
The City and Contractor agree as follows:
1.0 Contractor shall furnish all necessary and incidental labor, material, equipment, transportation and services as described in, and strictly in accordance with, and subject to all terms and conditions set forth in Specifications for Cooling Tower Partial Lower Structure Replacement, as more fully set forth in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit “A”.
2.0 All work shall be done in a manner satisfactory to the City’s General Manager of Vernon Public Utilities (the “Director”), or the Director’s designee, in writing, and shall be of highest quality with respect to the contract specifications.
In the event Contractor fails to perform satisfactorily the City shall advise Contractor in writing, and Contractor shall have thirty (30) days to cure such failure to satisfactorily perform. If Contractor fails to so cure its performance within said 30 days, the City may, at its option, terminate this Contract for default without further liability, other than payment to Contractor for work performed satisfactorily prior to the date of termination.
3.0 Contractor shall commence work upon the execution of this contract and shall perform work requested in writing by Director.
4.0 In consideration of satisfactory and timely Performance of requested work pursuant to the Schedule set forth in Exhibit “B,” which is attached hereto and incorporated herein by reference, the City shall pay Contractor as follows:
The bid amounts, according to the requested and accepted price set forth in the Contractor’s bid proposal, attached hereto and incorporated herein by reference as Exhibit “C”. The total amount to be paid to Contractor during the term of this contract shall not exceed two hundred forty-five thousand seven hundred ninety-two dollars and zero cents ($245,792.00) without the prior approval of the City Council and without a written amendment of this contract.
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5.0 Concurrently with the execution of this Contract, Contractor shall furnish bonds of a surety satisfactory to the City, as provided in the specifications and Notice Inviting Bids. The cost of the bonds shall be paid by Contractor.
6.0 GENERAL TERMS AND CONDITIONS.
6.1 INDEPENDENT CONTRACTOR.
6.1.1 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 or employee of City and shall furnish such services in its own manner and method except as required by this Contract. 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.
Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
6.1.2 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.
6.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors, if any, shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
6.3 OWNERSHIP OF WORK. City understands and agrees that nothing in this Agreement, nor in the disclosure of Contractor’s proprietary and confidential information to City, shall be deemed by implication or otherwise, to convey ownership or any other right, title or interest thereunder, to City or any person in privity therewith, of any intellectual property, trade secrets, inventions, patent rights, or other confidential or proprietary information or rights (“IP Rights”) of Seller. 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 Contract.
6.4 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.
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6.5 CHANGES ORDER REQUESTS. Pursuant to Vernon Municipal Code (VMC) Section 3.32.220(C), compensation rates to be paid by the City shall not be increased during 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. In the event Contractor is adversely impacted by circumstances beyond Contractor’s reasonable control, Contractor may submit a written change order request subject to the requirements set forth in VMC Section 3.32.220(C).
6.6 WAIVER. The City's waiver of any term, condition, breach or default of this Contract 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.
6.7 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns.
6.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract 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 Contract. No assignment shall release the original parties or otherwise constitute a novation.
6.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof.
6.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, 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.
7.0 INTERPRETATION.
7.1 APPLICABLE LAW. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California, without regards to its conflict of laws rules.
7.2 ENTIRE CONTRACT. This Contract, including any Exhibits attached hereto, constitutes the entire contract and understanding between the parties SPX Cooling Tech, LLC
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regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral).
7.3 WRITTEN AMENDMENT. This Contract 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 Contract shall be of no force or effect.
7.4 SEVERABILITY. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, 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 Contract.
7.5 ORDER OF PRECEDENCE. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Specifications shall control over the Contractor's bid.
7.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum.
Notwithstanding the foregoing, the parties hereby agree to waive their right to a jury trial in any court action arising between the parties under this contract.
7.7 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 Contract, and its execution of this Contract has been duly authorized.
7.8 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 Contract, 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. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 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.
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Labor and Materials Contract
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7.10 INDEMNITY.
7.10.1 Contractor agrees to indemnify, hold harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including reasonable attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of:
(A) any activity on or use of City's premises or facilities or any performance under this Contract; or
(B) any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees,
representatives, subcontractors, or agents in connection with the performance of this Contract.
(C) Arising out of a third-party claim resulting from personal injury, or damage to the third party’s property, to the extent such thirdparty claim was directly caused by the negligence or other tortious misconduct of the indemnifying party. In the event such damage or injury is caused by the joint, concurrent, or comparative negligence of Buyer, the loss and all associated costs shall be borne by Buyer and Seller proportionately to their degree of negligence.
7.10.2 This Contract to indemnify includes, but is not limited to, personal injury (including death at any time) and property or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). The negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor’s subcontractors are excluded from this indemnity contract.
7.11 RELEASE. Contractor agrees to release and covenants not to sue the City, its City Council and each member thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract.
7.12 INSURANCE. Contractor shall procure and maintain for the duration of the Contract, and for 3 years thereafter, insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representative, or employees. The Commercial General Liability policy shall state that they afford primary coverage.
SPX Cooling Tech, LLC
Labor and Materials Contract
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7.12.1 Automobile Liability Insurance. Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and nonowned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Contractor is transporting one or more non-employee passengers in the performance of the services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000). If Contractor owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.
(A) Contractor agrees to subrogate automobile liability resulting from performance under this Contract 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 Contractor 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’ automobile liability policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City’s insurance.
7.12.2 Commercial General Liability Insurance. Contractor shall carry General Liability Insurance covering all operations performed by or on behalf of the Contractor providing coverage for bodily injury and property damage with a single limit of not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Contractor's performance of this Contract. 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.
The policy shall be endorsed to include a waiver of subrogation. (A) If Contractor intends to employ subcontractors, Contractor’s Protective Coverage is required. Contractor may include all subcontractors as insured under its own policy or shall furnish separate insurance for each subcontractor, meeting the
requirements set forth herein.
7.12.3 Professional Errors and Omissions Coverage in a sum of not SPX Cooling Tech, LLC
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less than one million dollars ($1,000,000) each claim, and $1,000,000 aggregate where such risk is applicable. Contractor shall maintain such coverage for at least three (3) years after the termination of this Contract.
7.12.4 Umbrella Liability Insurance. An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.
7.12.5 Workers’ Compensation/Employers Liability. 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 of California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(A) Provide a copy of the permissive self-insurance certificate approved by the State of California; or
(B) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) Bodily Injury by Accident - each 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 Contract; or
(C) If Contractor has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code, and the requirement for Workers’ Compensation coverage will be
waived by completing the waiver form provided by the City.
7.12.6 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.
7.12.7 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any policies written on a claims-based basis must include a minimum of a 3-year tail.
7.12.8 Prior to the commencement of performance, Contractor shall SPX Cooling Tech, LLC
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furnish City with a certificate of insurance for each policy required herein. The certificate(s) will be on a standard Acord. In the event of a claim and pursuant to a lawful subpoena or court order, the City may require the Contractor to provide complete, certified copies of any or all applicable policies; provided, however, that such copies may be redacted as reasonably necessary to protect proprietary or confidential information not relevant to the claim.
7.12.9 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 Contract until such time as the required insurance is reinstated.
7.13 NOTICES. Any notice or demand to be given by one party to the other shall 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
Attn: Todd Dusenberry, General Manager
4305 Santa Fe Avenue
Vernon, CA 90058
With a Copy to: Brian Saeki
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor: Bill Wright, Regional Sales Manager SPX Cooling Tech, LLC
7401 West 129th Street
Overland Park, KS 66213
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.
7.14 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract 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 Contract 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 SPX Cooling Tech, LLC
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completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
7.15 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract 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. Contractor will have a minimum of thirty (30) days after receipt of notice of default to cure any such default prior to termination for cause.
Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, 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.
7.16 ASSIGNMENT OF ANTITRUST CAUSES OF ACTION. Contractor hereby agrees to assign to the City all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under Chapter 2 of the Cartwright Act (commencing with Section 16700) or part 2 of Division 7 of the California Business and Professions Code, or any similar or successor provisions of Federal or State law, arising from purchases of goods, services or materials pursuant to this Contract or any subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgment by the parties.
8.0 ADDITIONAL ASSURANCES.
8.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor
certifies and represents that, during the performance of this Contract, the Contractor and any other parties with whom it may subcontract 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, religion, color, national origin, ancestry, disability, sex, age, medical condition, 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 “D”.
8.2 VERNON BUSINESS LICENSE. Contractor shall obtain, and pay any and all costs associated therewith, any Vernon Business License which may be required by the Vernon Municipal Code.
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8.3 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 Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract.
The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract.
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.
8.4 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.
8.5 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 Contract 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.
8.6 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations.
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9.0 LIMITATION OF LIABILITY
IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL EITHER
PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, EXEMPLARY OR
CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED
TO, LOSS OF USE OF THE EQUIPMENT OR ANY ASSOCIATED EQUIPMENT,
COST OF CAPITAL, LOSS OF ANTICIPATED PROFIT OR REVENUE, OR DOWNTIME COSTS.
EXCEPT FOR LIABILITY OR DAMAGES CAUSED BY CONTRACTOR’S
FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY’S
AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY DAMAGES IN
CONNECTION WITH THIS AGREEMENT WILL EXCEED TWO-TIMES (DOUBLE)
THE AMOUNT ACTUALLY PAID TO CONTRACTOR UNDER A PARTICULAR PURCHASE ORDER. IN ADDITION, IN NO EVENT WILL CONTRACTOR BE LIABLE
FOR ANY DAMAGES IF AND TO THE EXTENT SUCH DAMAGES ARE CAUSED BY
THE NEGLIGENCE OF CITY, THE OWNER OR OTHER END USER OF THE GOODS,
OR ANY OTHER THIRD PARTY THAT IS NOT UNDER THE DIRECT CONTROL OF CONTRACTOR.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the Parties have executed this Contract as of the Commencement Date stated on the cover page.
City of Vernon, a California charter City
and California municipal corporation
By:____________________________
Brian Saeki, City Administrator
SPX Cooling Tech, LLC, a Delaware
limited liability company
By:
Name:
Title:
ATTEST:
_______________________________
Genoveva Rocha, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa, City Attorney
Jason Carley
Manager, Project Management
SPX Cooling Tech, LLC
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EXHIBIT A
SCOPE OF SERVICES
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
Scope of Work
BASE SCOPE OF WORK:
1. Provide Material, Supervision and labor to remove and replace 100% of the lower 2 levels of horizontal support structure up to the first vertical column splice. The splice is located just below the fill level.
This will include all the 4x4 diagonal bracing and all of the 2x4 horizontal girts. We will reuse existing anchor castings and SS diagonal bracing straps. SPX will remove and replace the bottom 4x4 columns under the mechanical equipment supports (9 columns per cell). This will include all new S300 attaching hardware and splice block connectors.
2. Replace required windwall panels as needed to complete the lower structure replacement. This will include partial replacement of the FRP wind walls located in the air inlet area.
Note: Customer to supply all required equipment.
NOTE: SPX estimates the crew size to consist of one (1) field superintendent and 11 cooling tower techs, working for approximately eight to nine (8-9) working days on a five 10-hour per workday schedule (Monday thru Friday). Pricing includes travel to and from the jobsite.
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EXHIBIT B
SCHEDULE
Malburg Generating Station
Vernon CA
SPX Proposal #: Wright115022
Revision: 2
Date: 08/11/2025
SPX Proposal - Page 1 of 9
Note: Customer to supply all required equipment.
Pricing Summary
NOTE: SPX estimates the crew size to consist of one (1) field superintendent and 11 cooling tower techs, working for approximately eight to nine (8-9) working days on a five 10-hour per workday schedule (Monday thru Friday). Pricing includes travel to and from the jobsite.
Pricing Notes
General Pricing Notes:
1. This proposal is lump-sum.
2. Prices are firm for acceptance within 30-days of the proposal date.
3. Sales taxes are not included. If tax exemption applies, please include tax exemption certificate with purchase order.
4. Conditions of sale applicable to orders resulting from this proposal are enclosed.
5. Any work completed outside the specified scope of work will be performed per a change order to the PO or billable per our standard “Time and Material Rates”.
6. Due to certain overhead allocations, any unit prices shown by scope of work are subject to adjustment if the total scope of work is altered. Payment Terms:
Materials: 100% net 30-days progressively as material ships (PAMS).
Labor: 100% net 30-days progressively as work progresses (PAWP).
Credit approval is required prior to any shipment being released.
All purchase orders are to be addressed as follows:
SPX Cooling Tech, LLC
7401 West 129th Street
Overland Park, KS 66213
Labor Pricing Notes:
1. All construction labor and equipment will be supplied by MCT Services LLC., a wholly owned subsidiary of the SPX Cooling Tech, LLC.
2. All construction labor will be “Closed Shop”.
3. All labor pricing is based on a 50-hour work week. No additional premiums have been included, unless otherwise noted.
4. All labor pricing includes mobilization and demobilization charges (to and from the job site).
5. Our labor pricing includes basic and site specific safety orientations, up to 1-hour Description Materials,
Engineering
and Freight
Sales Taxes Labor and
Equipment
Total
Scope Of Work $ 115,110 $ 130,682 $ 245,792
Malburg Generating Station
Vernon CA
SPX Proposal #: Wright115022
Revision: 2
Date: 08/11/2025
SPX Proposal - Page 2 of 9
or as defined otherwise. Any additional site and/or off-site training will be billable per our standard “Time and Material Rates”.
6. Our labor pricing does not include a holewatch and/or a confined space attendant for the project. If required, any additional attendants will be billable per our standard “Time and Material Rates”. All crewmembers are safety trained per SPX standards.
7. Our labor pricing is based on the use of standard PPE, (hard-hat, safety glasses, hearing protection, gloves, work shoes, and fall protection harnesses). Any additional safety equipment can be supplied but will require a price adjustment.
8. Our labor pricing includes up to ½-hour for obtaining permits at the start of each job shift. Any delays above the ½-hour time allotted will be billable per our standard “Time and Material Rates”.
9. Pricing is subject to change if work schedule is different than when quoted.
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EXHIBIT C
PROPOSAL
SPX Cooling Tech, LLC 7401 West 129th Street, Overland Park, KS 66213 spxcooling.com Proposal To:
City of Vernon
Malburg Generating Station
Vernon, California
Cooling Tower Repairs
Partial Lower Structure Replacement
Date: 8/11/2025
SPX Proposal: Wright115022
Revision: 2
SPX Cooling Tech, LLC 7401 West 129th Street, Overland Park, KS 66213 spxcooling.com August 11, 2025
Malburg Generating Station Reference: Cooling Tower Structure Replacement 4963 Soto Street 3- cell Marley Counterflow Cooling Tower Vernon Ca, 90058-2911 Model W466-6.0-03
Attention: Adriano Marki
SPX Cooling Tech, LLC (“SPX”) is pleased to submit our cooling tower repair proposal per the enclosed defined scope of work.
Unless otherwise noted, our proposal includes material, engineering, freight, labor, supervision, and necessary tools to complete the project.
Our full-service capabilities allow us to complete all types of project work scopes, including complicated scopes coupled with thermal upgrades within critical or high-risk environments.
SPX, along with our legacy products, have been a provider of cooling tower related products for over 100 years. Please refer to our web site www.spxcooling.com for additional company information.
If you should have any questions related to this proposal or require additional information, please do not hesitate to give us a call.
Best regards,
SPX COOLING TECH, LLC
Bill Wright
Regional Sales Manager
C: (816) 560-2263
Email: [email protected]
cc: Ben Piontkowski : DLE Equipment (SPX CT Representative) Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 3 of 9
Scope of Work
BASE SCOPE OF WORK:
1. Provide Material, Supervision and labor to remove and replace 100% of the lower 2 levels of horizontal support structure up to the first vertical column splice. The splice is located just below the fill level.
This will include all the 4x4 diagonal bracing and all of the 2x4 horizontal girts. We will reuse existing anchor castings and SS diagonal bracing straps. SPX will remove and replace the bottom 4x4 columns under the mechanical equipment supports (9 columns per cell). This will include all new S300 attaching hardware and splice block connectors.
2. Replace required windwall panels as needed to complete the lower structure replacement. This will include partial replacement of the FRP wind walls located in the air inlet area.
Note: Customer to supply all required equipment.
Pricing Summary
Description Materials,
Engineering
and Freight
Sales Taxes Labor and
Equipment
Total
Scope Of Work $ 115,110 $ 130,682 $ 245,792
NOTE: SPX estimates the crew size to consist of one (1) field superintendent and 11 cooling tower techs, working for approximately eight to nine (8-9) working days on a five 10-hour per workday schedule (Monday thru Friday). Pricing includes travel to and from the jobsite.
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 4 of 9
Pricing Notes
❑ General Pricing Notes:
1. This proposal is lump-sum.
2. Prices are firm for acceptance within 30-days of the proposal date.
3. Sales taxes are not included. If tax exemption applies, please include tax exemption certificate with purchase order.
4. Conditions of sale applicable to orders resulting from this proposal are enclosed.
5. Any work completed outside the specified scope of work will be performed per a change order to the PO or billable per our standard “Time and Material Rates”.
6. Due to certain overhead allocations, any unit prices shown by scope of work are subject to adjustment if the total scope of work is altered. ❑ Payment Terms:
Materials: 100% net 30-days progressively as material ships (PAMS).
Labor: 100% net 30-days progressively as work progresses (PAWP).
Credit approval is required prior to any shipment being released.
All purchase orders are to be addressed as follows:
SPX Cooling Tech, LLC
7401 West 129th Street
Overland Park, KS 66213
❑ Labor Pricing Notes:
1. All construction labor and equipment will be supplied by MCT Services LLC., a wholly owned subsidiary of the SPX Cooling Tech, LLC.
2. All construction labor will be “Closed Shop”.
3. All labor pricing is based on a 50-hour work week. No additional premiums have been included, unless otherwise noted.
4. All labor pricing includes mobilization and demobilization charges (to and from the job site).
5. Our labor pricing includes basic and site specific safety orientations, up to 1-hour or as defined otherwise. Any additional site and/or off-site training will be billable per our standard “Time and Material Rates”.
6. Our labor pricing does not include a holewatch and/or a confined space attendant for the project. If required, any additional attendants will be billable per our standard “Time and Material Rates”. All crewmembers are safety trained per SPX standards.
7. Our labor pricing is based on the use of standard PPE, (hard-hat, safety glasses, hearing protection, gloves, work shoes, and fall protection harnesses). Any additional safety equipment can be supplied but will require a price adjustment.
8. Our labor pricing includes up to ½-hour for obtaining permits at the start of each job shift. Any delays above the ½-hour time allotted will be billable per our standard “Time and Material Rates”.
9. Pricing is subject to change if work schedule is different than when quoted.
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 5 of 9
Scope of Supply:
SPX Malburg
Materials and Freight: X
Construction Labor By: X
Supervision By: X
Receiving and Unloading of Materials within 50’ of Cooling Tower: X Crane and Operator: X
Forklift(s): X
Manlift(s): X
Scaffolding: X
Small Tools and Supplies (valued under $500): X
Sanitary Facilities: X
Construction Power By: X
Dumpsters and Disposal By: X
Hazardous Materials Removal/Disposal By: X
Sufficient Laydown Area at Cooling Tower: X
Potable Water: X
Confined Space Monitoring Equipment By: X
Holewatch / Confined Space Personnel: X
Personal Monitor Equipment (H2S monitors, O2 monitors, etc.): X ❑ Schedule:
We estimate the proposed scope of work will take approximately 8-9 working days to complete, weather permitting. The proposed scope of work will be accomplished by working five 10-hour days per week. A formal project schedule can be provided on request.
❑ Lead-Time:
If applicable, please provide the scheduled dates for the cooling tower shutdown when the purchase order is issued. Any delays in the schedule prior to mobilization and/or when crews are on the jobsite could result in additional charges.
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 6 of 9
TERMS AND CONDITIONS OF PROPOSAL
- MATERIALS AND LABOR -
1. GENERAL
1.1. SPX Cooling Tech, LLC, hereinafter called the Company shall perform, and the Purchaser agrees to purchase, the proposed work, hereinafter called the Work in strict accordance with the terms and conditions contained herein.
1.2. The Company shall supply engineering, materials, equipment, labor and supervision to perform the Work described in the Company's proposal attached hereto and incorporated hereto.
1.3. Unless otherwise stated in the Company’s proposal, the Company shall furnish all special tools, scaffolding, blocking, rigging or other equipment required for erecting, repairing or installing Company's equipment and materials.
2. PRICE AND TERMS OF PAYMENT
2.1. The price is as specified within the Company's proposal or quotation. Unless otherwise agreed, the price shall be valid only for thirty (30) days from the date submitted. Unless otherwise stated, the price is based on a single eight (8) hour shift, five (5) days per week schedule, and where more than one unit is involved, on simultaneous erection of all units.
2.2. Terms of payment shall be Net 30 Days from Purchaser’s receipt of Company’s Invoice. If payments are not made by the due dates specified above, the Purchaser will be assessed a finance charge of 1½% per month or the maximum legal rate, whichever is less, on the overdue amount until paid.
3. TRANSPORTATION
3.1. Unless otherwise specified in the Company's quotation, all shipments shall be made F.O.B. shipping point, and Company’s quoted price does not include freight charges.
3.2. The type of transportation and the routing shall be decided by Company.
4. TIME OF SHIPMENT/DELIVERY
4.1. All shipments or delivery dates either referenced by the Company or requested by the Purchaser shall be interpreted to mean "estimated" shipment or delivery dates only, and shall not be construed as falling within the meaning of time is of the essence. In no event shall the Company be liable for any loss or damage resulting from delays in the performance of the work.
5. DELAYS AND FORCE MAJEURE
5.1. Company shall not be liable for any expense, loss or damage for failure to supply materials, labor or supervision as required because of fire, flood, Acts of God, strikes, labor disputes, riots, thefts, accidents, transportation delays, availability of qualified labor, acts or failure to act of the Government or any other cause whatsoever, whether similar or dissimilar to the above, beyond the reasonable control of Company. In the event of such delay, the time of completion will be subject to adjustment and the contract price equitably adjusted.
5.2. In the event the work is suspended, delayed or interrupted by the acts or failure to act on the part of the Purchaser or other contractors in the Purchaser's employ, the Purchaser shall make an equitable adjustment in the contract price and the time for completion of the work will be extended appropriately.
5.3. If shipment of materials is delayed by Purchaser, or if Purchaser is unable to furnish the site and/or adjacent storage areas in suitable condition for acceptance of the materials (after completion of fabrication of the materials by the Company or Company’s suppliers), payment for the price of the materials (as determined in accordance with the provisions of the contract) shall become immediately due and payable. If the Purchaser elects to receive and store the materials until the site is ready, the Purchaser shall be responsible for transporting the materials from the storage area to the erection/installation site. During such time that Purchaser may store materials, Purchaser shall assume full responsibility for the care and custody of said materials until delivered to the erection/installation site, and shall store materials in complete accordance with the manufacturer’s recommendations. In the event that the Company is required to store the materials on the premises of the Company or on the premises of Company’s suppliers or subcontractors. Purchaser and Company shall negotiate appropriate charges.
6. TAXES
6.1. Unless otherwise stated in Company’s quotation, the price stated in the attached quotation is exclusive of any applicable sales, use, ownership, excise or other similar taxes.
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 7 of 9
7. WARRANTY
7.1. Material and Workmanship
7.1.1. The Company warrants to the original purchaser its material and workmanship against defects. The warranty duration shall be one year from first use, but in no event longer than eighteen (18) months from delivery.
7.1.2. FURTHER, IT IS AGREED THAT THE COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL
OTHER WARRANTIES INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.1.3. In the event of a defect in materials or workmanship, the Company's sole liability and Purchaser's exclusive remedy for breach of said warranty or for other claims arising under this warranty for any cause whatsoever, including negligence, irrespective of whether such defects or claims are discoverable or latent shall be, at the Company's option, to repair, on a straight time basis, or provide replacement parts.
Removal and reinstallation expenses and/or work and transportation charges are not part of this warranty and are to Purchaser's account. Purchaser may not backcharge the Company for warranty claims without the Company's prior written consent. Equipment repaired, rebuilt or modified by Purchaser or other third parties without the Company's approval carries no warranty, either express or implied. It is understood and agreed that some parts and/or materials included therein such as, but not limited to, refractories, seals, liners, wear plates, are by their nature and use expendable and replaceable under normal operating conditions and are subject to increased wear and tear and more frequent replacement under start-up conditions, and shall be guaranteed only as to their quality when new, but there is no warranty or guarantee of the life of said expendable or replaceable parts and/or materials, express or implied. This warranty does not cover the effects of normal wear or abuse of the equipment, abrasion, erosion or corrosion. The Company does not warrant that the operation of the equipment will comply with any laws or regulations governing environmental impact.
7.1.4. This warranty is conditioned upon prompt notice of the particular defect within ten days of discovery, proper use and maintenance of the equipment, reasonable access to the Company to inspect the equipment and no further damage to the equipment from acts of Purchaser or third parties after discovery of the defect.
7.2. Performance
7.2.1. In the event there is a performance warranty the Company warrants that the equipment will perform as described in the Company's proposal on the page entitled Performance Guarantees, if any. The Company's warranty is based upon the data furnished to the Company concerning the conditions under which the equipment is required to perform, and the Purchaser accepts responsibility for the correctness of the data.
7.2.2. The Company's obligation shall be considered fulfilled and the equipment accepted if the performance tests show that the equipment performs as described in the Company's proposal or if the performance tests are not conducted, through no fault of the Company's within eighteen (18) months after delivery, within one hundred eighty (180) days after the equipment is ready for operation, or within thirty (30) days after the Company's written notice of readiness for testing, whichever occurs first. In the event the tests indicate failure to meet the warranted performance, the Company's obligation is limited to and shall be fully discharged by making any changes or additions in the equipment that the Company deems necessary at the Company's expense to enable the equipment to meet the Performance Guarantee. Purchaser will make the equipment available to the Company for this purpose.
7.2.3. The treatment of cooling water is beyond the control of the Company. Therefore, the Company shall not be held responsible for damage due to presence of oil, grease, scale or deposits on the internal surfaces of the equipment, damage resulting from foaming caused by chemical condition of the water or damage resulting from corrosion or caustic embrittlement.
8. PATENTS
8.1. The Company shall at its expense defend any suit brought against Purchaser based on a claim that any goods made to the Company's specifications furnished hereunder infringe any United States patent claims, provided that the Company is given prompt written notice of such claim and full opportunity and full cooperation of Purchaser to defend such claim and to minimize damages. In any such suit, the Company shall pay any direct damages awarded against Purchaser. In case such goods are held to infringe any such patent claim and the use thereof is enjoined, the Company shall, at its expense and at its option, either (a) obtain for Purchaser the right to continue using such goods, or (b) remove such goods and refund the purchase price thereof, less ten percent (10‰) for each year or fraction of a year since the date of their delivery to Purchaser, or (c) replace same with non-infringing equipment, or modify it so it becomes non-infringing. The foregoing constitutes the entire liability of the Company and the sole and exclusive remedy of Purchaser for patent or trademark infringement related to the goods.
8.2. To the extent that any goods furnished hereunder are made to Purchaser's specifications, Purchaser shall at its expense defend any suit brought against the Company based on a claim that such goods infringe any United States patent claims, provided that Purchaser is given prompt notice of such claim and full cooperation of the Company to defend and compromise such claim. In any such suit, Purchaser shall pay all costs and damage awarded against the Company.
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 8 of 9
9. SERVICE AND OPERATING INSTRUCTIONS
9.1. Service guides and operating instructions, if required to be furnished, are to assist licensed operators in the use of the equipment furnished by the Company. The service guides and operating instructions are not intended to cover every possible contingency or variation in the equipment but rather to complement the judgment of the licensed operator whose duty it is to make the final decision in any particular circumstance. Accordingly, in offering this information, the Company does not assume responsibility for the safe and proper operating procedure of the equipment.
10. LIMITATION OF LIABILITY
10.1. Except for liquidated damages which, if applicable to this contract, are limited herein to a cumulative total of 10% of the contract price, the company's liability on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with, or resulting from this order, or from the performance or breach thereof, or from any equipment or services covered by or furnished under this order or any extension or expansion thereof (including remedial warranty efforts), shall in no case exceed the contract price. Except as to title all such liability shall terminate upon the expiration of the warranty period.
10.2. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall the Company, its employees, subcontractors and suppliers be liable for special, incidental, indirect, exemplary or consequential damages including, but not limited to, loss of use of the equipment or any associated equipment, facilities or services, loss of anticipated profit or revenue, downtime costs, fines or penalties imposed by governmental authorities or claims of customers of Purchaser for such damages, and Purchaser will indemnify the Company, it employees, subcontractors and suppliers against any such claims. If Purchaser is furnishing the Company's services or materials to a third party, Purchaser shall obtain from such third party a provision affording the Company, its subcontractors and suppliers the protection of the preceding sentence.
10.3. This Limitation of Liability shall prevail over any conflicting or inconsistent provision contained in any item or document which comprises the contract. The remedies provided in this Agreement are exclusive.
11. INSURANCE
11.1. The Company shall provide and maintain for its employees at its own expense until completion of the work General Liability Insurance, Automobile Liability Insurance and Worker's Compensation Insurance including Employer Liability Insurance in accordance with the laws of the state in which the Company may be required to pay compensation.
11.2. Unless otherwise provided, the Purchaser shall purchase and maintain Builder's Risk insurance upon the entire work at the site to the full insurable value thereof. This insurance shall name the Company as additional insured and shall insure against the perils of fire and extended coverage and shall include all risk insurance for physical loss or damage including theft, vandalism and malicious mischief. The Purchaser shall provide a Waiver of Subrogation in the Company's favor from its property insurance carrier.
11.3. The Purchaser shall be responsible for purchasing and maintaining its own liability insurance and at its option, may purchase and maintain such insurance as will protect it against claims which may arise from operations under the contract.
12. RESPONSIBILITY OF PURCHASER FOR OPERATION OF EQUIPMENT.
12.1. If Purchaser shall commence operation of or occupy any part of its equipment prior to the completion of the Company's work, Purchaser agrees not to hinder the Company in the performance of its work.
12.2. Purchaser shall indemnify the Company against any loss or expense or extension of schedule, and against any liability for any injury to persons or damage to property resulting from such operation or occupancy.
13. GOVERNING LAW
13.1. The validity, construction and performance of this agreement shall be governed by the laws of the State of Kansas.
14. DISPUTES
14.1. The parties shall exert every reasonable effort to arrive at an amicable settlement of any dispute which may arise between them with respect to the contract. If, however, no such settlement is reached in a reasonable amount of time, the dispute shall be settled by arbitration in accordance with the Construction Industry Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The parties to this contract expressly agree that any such arbitration shall take place in a mutually acceptable neutral site.
15. NOTIFICATION OF CLAIMS
15.1. The Purchaser shall notify the Company immediately by Registered Mail addressed to the Company's main office of all claims brought against the Purchaser for which the Company may be liable, and the Company will likewise notify the Purchaser of all claims brought against the Company for which the Purchaser may be liable.
Malburg Generating Station SPX Proposal #: Wright115022 Vernon CA Revision: 2
Date: 08/11/2025
SPX Proposal - Page 9 of 9
16. SEVERABILITY
16.1. The invalidity of any provision or obligation hereunder or the contravention thereby of any law, rule or regulation shall not relieve the Purchaser or the Company from its obligation under, nor deprive the Purchaser or Company of the advantages of any other provision of this agreement.
17. INDEMNIFICATION
17.1. Company shall and does hereby agree to indemnify, save harmless and defend the Purchaser from the payment of any sum or sums of money to any person whomsoever on account of claims or suits growing out of injuries to third parties, including death or damage to property arising directly out of the performance of this contract where such damage or injury is attributable to the sole negligence of Company, its employees, agents or subcontractors; and in the event that such damage or injury is caused by the joint or concurrent negligence of Purchaser, the loss shall be borne by Purchaser and the Company proportionately to their degree of negligence.
18. COMPLIANCE WITH LAWS
18.1 All goods manufactured and services performed hereunder shall be in compliance with all applicable state and federal laws, rules, regulations, standards and codes including, but not limited to, the Fair Labor Standards Act, occupational health and safety laws and applicable provisions relating to obligations of government contractors and subcontractors, including 41 CFR 60-1, et. seq. (including the reporting, record keeping and affirmative action program requirements) incorporating the Equal Opportunity Clause of Executive Order 11246, the maintenance of nonsegregated facilities, the Vietnam Era Veteran’s Readjustment Act of 1974, The Rehabilitation Act of 1973 and Executive Order 11701 relating to the employment of veterans.
18.2 Seller shall comply with Section 1502 of the Dodd-Frank Act (the “Conflict Minerals Law”) relating to goods that contain tantalum, tin, tungsten or gold that directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo or the nine adjoining conflict countries, Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia (“Conflict Minerals”). Seller shall promptly and accurately complete surveys and certifications requested by Buyer related to Conflict Minerals. Seller will inform Buyer (a) whether Conflict Minerals are known to be present in any goods provided by Seller to Buyer or whether it is “indeterminable” that Conflict Minerals are present in any goods provided by Seller to Buyer, and (b) at the request of Buyer, the status of Seller’s policies and procedures relating to compliance with the Conflict Mineral Law. Upon reasonable notice, Buyer shall be permitted to audit such records as reasonably necessary to confirm Seller’s compliance with this Article
19. HEADINGS
19.1. The descriptive phrase in the head of the various paragraphs are inserted only as a matter of convenience and for reference and in no way are intended to define, limit, or describe the scope or intent of the particular paragraph to which they refer.
20. ENTIRE AGREEMENT
There are no understandings between the parties hereto as to the subject matter of this Agreement other than as set forth herein. All previous communications concerning the subject matter of this Agreement, either verbal or written are hereby abrogated and withdrawn and the Agreement constitutes the whole agreement between parties. Any provisions of a purchase order or specification, which may be issued hereafter, shall not be binding on the parties unless duly approved in writing by an authorized representative of each party. This Agreement may not be changed or modified except by a written amendment executed by a duly authorized representative of each party.
SPX COOLING TECH, LLC City of Vernon
Signed: _______________________________ Signed: _____________________________ Title: _________________________________ Title: _______________________________ Date: _________________________________ Date: ______________________________ SPX Cooling Tech, LLC
Labor and Materials Contract
______________________
EXHIBIT D
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Contract, 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 Contract, 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 Contract shall be construed in any manner as to require or permit any act which is prohibited by law.