LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND MATHESON TRI-GAS, INC. FOR SPECIALTY GASES FOR THE MALBURG
GENERATING STATION
COVER PAGE
Contractor: Matheson Tri-Gas, Inc.
Responsible Principal of Contractor: Alec Rike, Specialty Gas Sales Specialist
Notice Information - Contractor: Matheson Tri-Gas, Inc
8800 Utica Ave.
Rancho Cucamonga, CA 91730
Alec Rike, Specialty Gas Sales
Specialist
Phone: 909-579-7231
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: February 15, 2026
Termination Date: February 14, 2029
Consideration: Total not to exceed $105,132.54
(includes all applicable sales tax); and
more particularly described in Exhibit C
Records Retention Period Three (3) years, pursuant to Section 8.3 Matheson Tri-Gas, Inc.
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LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND MATHESON TRI-GAS, INC. FOR SPECIALTY GASES FOR THE MALBURG
GENERATING STATION
This Contract is made between the City of Vernon, a California charter City and California municipal corporation ("City"), and Matheson Tri-Gas, Inc., a Delaware corporation, with headquarters located at 909 Lake Carolyn Parkway, Irving, TX 75039 (“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 the Request for Bids for Specialty Gases for Malburg Generating Station, attached hereto and incorporated herein by reference as Exhibit “A”.
2.0 Product shall meet all specifications referenced in the Exhibits of this Agreement.
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.
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 one hundred five thousand one hundred thirty-two dollars and fifty-four cents ($105,132.54) without the prior approval of the City Council and without a written amendment of this contract.
5.0 GENERAL TERMS AND CONDITIONS.
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5.1 INDEPENDENT CONTRACTOR.
5.1.1 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.
5.1.2 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.
5.2 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.
5.3 OWNERSHIP OF WORK. 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. 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. 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.
5.4 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.
5.5 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.
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5.6 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.
5.7 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.
5.8 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.
5.9 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.
6.0 INTERPRETATION.
6.1 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.
6.2 ENTIRE CONTRACT. This Contract, including any Exhibits attached hereto, constitutes the entire contract 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).
6.3 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.
6.4 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.
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6.5 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.
6.6 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.
6.7 TIME OF ESSENCE. Time is strictly of the essence of this Contract and each and every covenant, term and provision hereof.
6.8 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.
6.9 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.
6.10 INDEMNITY.
6.10.1 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 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
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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. CITY AGREES TO INDEMNIFY AND DEFEND
CONTRACTOR AND HOLD IT AND ITS OFFICERS,
DIRECTORS, RESPRESENTATIVES, SUCCESSORS
AND ASSIGNS HARMLESS FROM AND AGAINST ANY
AND ALL CLAIMS (INCLUDING, NOT LIMITED TO, ALL
COSTS, EXPENSES, LOSSES, DAMAGES, LIABILITES
AND REASONABLE ATTORNEY’S FEES) ARISING AS
A RESULT OF OR OTHERWISE CONNECTED TO THE
CITY’S ACTS OR OMISSIONS RELATED TO THIS
AGREEMENT OR CITY’S USE OF THE POSSESSION
OF THE PRODUCT(S) AND/OR THE CYLINDER(S).
6.10.2 This Contract to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort 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 sole negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor’s subcontractors are excluded from this indemnity contract.
6.11 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.
6.12 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 policies shall state that they afford primary coverage.
6.12.1 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 Matheson Tri-Gas, Inc.
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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’ policy, there shall be a waiver of subrogation, and the policy shall be primary and noncontributory and will not seek contribution from the City’s insurance.
6.12.2 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 its carrier manuscript form that is equal to or broader than Insurance Services Office (ISO) Comprehensive General Liability Form CG 00 01 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.
(B) Contractor agrees to subrogate General 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”), Matheson Tri-Gas, Inc.
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which are attributable to any act or omission by the Contractor under the performance of the services.
6.12.3 [Intentionally Deleted].
6.12.4 Insurance shall include environmental liability 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 cost, and cost of defense, including costs and expense incurred in the investigation, defense, or settlements of claims. (A) Contractor shall obtain, pay for, and maintain for the duration of the Contract environmental liability coverage that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor. Coverage shall include, 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.
(B) 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.
(C) 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.
6.12.5 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.
6.12.6 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
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(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) 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 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.
6.12.7 [Intentionally Deleted].
6.12.8 Contractor shall provide thirty (30) days prior written notice to City of cancellation of any insurance policy set forth in this Agreement.
6.12.9 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII.
6.12.10 Prior to the 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 evidence 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 in the event of a claim.
6.12.11 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 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 Contract and seek damages from the Contract 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.
6.13 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.
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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:
Alec Rike, Specialty Gas Sales Specialist
Matheson Tri-Gas
8800 Utica Ave
Rancho Cucamonga, CA 91730
[email protected]
With a Copy to:
Amanda Saavedra, Specialty Gas Sales Mgr West Region
Matheson Tri-Gas
8800 Utica Ave
Rancho Cucamonga, CA 91730
[email protected]
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.
6.14 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 completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
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6.15 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 (a) Any of the following shall be considered a ~Default": (i) City commits a breach of any of its representations, duties or obligations arising under this Agreement, (ii) a petition is brought by or against City under any bankruptcy or insolvency laws seeking any reorganization, arrangement, liquidation, dissolution or similar relief with respect to City or (iii) if, in the opinion of Contractor.
City's credit has become impaired. (b) If a Default has occurred and is continuing, Contractor may exercise any or all of the following remedies without notice or leave of court: (i) terminate this Agreement upon two (2) business days’ notice, (ii) remove the Cylinder(s) from the Consuming Location(s), (iii) cease making deliveries of Product(s) to City. (iv) impose new payment terms, including cash on delivery, (v) bring an action at law or in equity against City, or (vi) exercise any other right or remedy available to Contractor.
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 any payments made by the City for service not subsequently performed in a timely and satisfactory manner.
6.16 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.
7.0 ADDITIONAL ASSURANCES.
7.1 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”.
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7.2 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.
7.3 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.
7.4 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.
7.5 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.
8.0 DELIVERIES. (a) Contractor shall deliver the Product(s), to City either in high pressure cylinders (along with all fittings and protective caps) whether owned, leased or otherwise provided by Contractor ("Cylinder(s)"). CONTRACTOR shall not be obligated, but shall if so requested, have the right to make deliveries of Product(s) in a quantity less than seventy five percent (75%) of or in excess of one hundred ten percent (110%) of City's Estimated Monthly Volume ("Nonstandard Matheson Tri-Gas, Inc.
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Deliveries). If City continues to request Nonstandard Deliveries for a period of ninety (90) consecutive days or more, CONTRACTOR shall be permitted to increase Prices.
Additionally, should CONTRACTOR elect to make Nonstandard Deliveries, City shall reimburse CONTRACTOR for any and all other documented and reasonable expenses or costs that CONTRACTOR may incur. (b) CONTRACTOR may refuse to deliver Product(s) to the Consuming Location if CONTRACTOR reasonably believes that the Consuming Location itself is unsafe or violates any applicable law or regulation.
CONTRACTOR shall advise City of the reasons for nondelivery as soon as reasonably practical and may condition future deliveries of Product(s) upon corrective action by City. (c) All Product(s) shall be delivered F.O.B destination. CONTRACTOR's delivery vehicle or CONTRACTOR's production facility if CONTRACTOR's delivery vehicle is not used. Title and risk of loss or damage as to Product(s) and Cylinder(s) shall pass to City upon delivery by CONTRACTOR. (d) City will allow CONTRACTOR to make deliveries twenty four (24) hours per day, seven (7) days per week. In the event City requires deliveries on a more restrictive basis, causes frequent delivery delays or requests the delivery of Product(s) upon less than forty eight (48) hours prior notice or otherwise changes the terms of CONTRACTOR's access to the Consuming Location then City will reimburse CONTRACTOR for any additional costs Incurred by CONTRACTOR. (e) It shall be solely City's responsibility to monitor its inventory of Product(s) even if CONTRACTOR installs a telemetry system for measuring the Product(s) inventory in the Cylinder(s).
9.0 CYLINDERS. (a) City shall, at City's sole cost and expense: (i) Provide and/or reimburse CONTRACTOR for the costs and expenses of any applicable certificates, permits, and governmental or insurance company annual inspection fees for the Cylinder(s), (ii) Notify CONTRACTOR immediately of any unsafe or irregular condition involving any Cylinder including any damage to or malfunction of the Cylinder(s). City shall not tamper with modify or repair the Cylinder(s), (Ill) Prohibit the use or storage of oil, grease or lubricants or any flammable or combustible materials in, on or near the Cylinder(s), (iv) Comply with all applicable laws, regulations, rules and ordinances concerning CONTRACTOR'S delivery and City's use and storage of the Product(s) and Cylinder(s) including; but not limited to, zoning, licensing, permitting and all relevant reporting obligations under the Emergency Planning and Community RightTo-Know Act of 1986, 42 U.S.C. §§11001-11049 (EPCRA. so commonly known as Title Ill of the Superfund Amendments and Reauthorization Act of 1986 (SARA Title Ill)) resulting from the presence of the Product(s) supplied under this Agreement. (b) City shall not suffer or allow said Cylinder(s) to become subject to any lien, claim or encumbrance, City shall not remove any labels or evidence of ownership affixed to the Cylinder(s). Title to all Cylinder(s) shall at all times remain with CONTRACTOR and, upon termination or expiration of this Agreement, CONTRACTOR may remove the Cylinder(s) without notice or consent. Cylinder(s) shall remain in the sole and exclusive possession of City for the Term unless removed by CONTRACTOR. (c) UNTIL THE
CYLINDER(S) ARE RETURNED TO CONTRACTOR, ALL RISK OF LOSS OR
DAMAGE TO THE CYLINDER(S) IS HEREBY ASSUMED BY CITY UNLESS AND TO
THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT Matheson Tri-Gas, Inc.
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OF CONTRACTOR. FOR CYLINDER(S) DAMAGED BEYOND REPAIR, CITY SHALL
PAY TO CONTRACTOR, ON DEMAND, THE FULL REPLACEMENT VALUE OF THE CYLINDER(S) AT CONTRACTOR'S THEN CURRENT VALUATIONS. FOR DAMAGE
TO CYUNDER(S) THAT CONTRACTOR IS ABLE TO REPAIR, CITY SHALL PAY
CONTRACTOR THE ACTUAL COSTS OF THE REPAIRS CITY COVENANTS THAT
IT SHALL MAINTAIN ADEQUATE FIRE AND EXTENDED INSURANCE COVERAGE FOR THE BENEFIT OF CONTRACTOR COVERING SUCH CYLINDER(S). (d) City shall not permit anyone other than CONTRACTOR to fill the Cylinder(s) with Product(s).
10.0 REPRESENTATIONS AND WARRANTIES. (a) CONTRACTOR
WARRANTS THAT THE PRODUCT(S) DELIVERED TO CITY SHALL COMPLY WITH CONTRACTOR'S STANDARD SPECIFICATIONS. CONTRACTOR MAKES NO
OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THOSE ARISING UNDER THE UNIFORM COMMERCIAL CODE ("UCC"), THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR
FITNESS FOR A PARTICULAR PURPOSE, EVEN IF CONTRACTOR IS AWARE OF THE INTENDED PURPOSE OF THE PRODUCT(S). IF.ANY PRODUCT(S) SHALL
NOT BE AS WARRANTED, CITY SHALL NOTIFY CONTRACTOR AND SHALL BE PERMITTED TO REJECT THE NONCONFORMING PRODUCT(S). FAILURE OF CITY
TO GIVE NOTICE TO CONTRACTOR OF A CLAIM BASED ON THE PRODUCT(S) DELIVERED HEREUNDER WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF THE
PRODUCT(S) IN QUESTION SHALL CONSTITUTE AN UNCONDITIONAL WAIVER BY CITY OF ALL CLAIMS WITH RESPECT TO SUCH PRODUCT(S). CITY'S SOLE
AND EXCLUSIVE REMEDY FOR EACH UNEXCUSED FAILURE OF CONTRACTOR TO DELIVER PRODUCT(S) TO CITY (i) WHEN REQUESTED BY CITY, (ii) IN THE AMOUNTS REQUESTED BY CITY, AND/OR (Ill) OTHERWISE CONFORMING TO
THE EXPRESS WARRANTIES MADE BY CONTRACTOR HEREUNDER, SHALL BE
TO OBTAIN, AT NO CHARGE, A QUANTITY OF PRODUCT(S) FROM CONTRACTOR WHICH CONTRACTOR SO FAILED TO DELIVER. (b) City represents and warrants that, throughout the Term, it has the unrestricted right to enter into this Agreement and to satisfy all obligations hereunder, and it is not obligated to buy any Product(s) for use at the Consuming Location(s) from any third party. City shall indemnify CONTRACTOR against any and all costs, expenses and damages (including, but not limited to, attorneys' fees) should the foregoing representations be inaccurate. City also represents and warrants that all requisite approvals have been obtained authorizing the execution of and performance under this Agreement.
11.0 LIMITATIONS OF LIABILITY. (a) City acknowledges that there are hazards associated with the use and storage of the Product(s) and the Cylinder(s) and City shall be responsible for warning, training and protecting (as appropriate) City's employees, customers and others who may be exposed to such hazards due to City's storage and use of Product(s) and/or Cylinder(s). City assumes all risk of loss and liability for damage, or injury to persons or to property of City or others arising out of the delivery, storage and/or use of the Product(s) and/or Cylinder(s) whether used singly or in combination with other substances. (b) CONTRACTOR shall make available to City Matheson Tri-Gas, Inc.
Labor and Materials Contract
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all relevant Safety Data Sheets ("SOS") and, upon City's written request, provide them to City directly. City is aware that OSHA regulations may require City to develop and implement a written chemical hazard communications program for City's employees with respect to the Product(s). City understands that the Product(s) must not be used without first consulting the SOS. City shall provide all persons who might becomeexposed to the Product(s) with copies of the SDS. (c) IN NO EVENT SHALL
CONTRACTOR BE LIABLE TO CITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFITS OR BUSINESS OPPORTUNITY OR INTEREST, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY
HEREIN OR IN ANY OTHER DOCUMENT, EXCEPT FOR LIABILITY OR DAMAGES
CAUSED DIRECTLY BY CONTRACTOR'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, CONTRACTOR'S AGGREGATE LIABILITY FOR ANY DAMAGES
HOWSOEVER OCCURRING, WHETHER BASED IN TORT, WARRANTY, STRICT
LIABILITY, NEGLIGENCE OR ANY OTHER THEORY OF LAW SHALL BE LIMITED
TO AND NOT EXCEED ANY APPLICABLE INSRUANCE COVERAGE PAYMENT(S)
AND THE PAYMENT, IF ANY, RECEIVED BY CONTRACTOR FOR THE QUANTITY
OF PRODUCT(S) WHICH FAILED TO MEET SPECIFICATIONS OR WHICH WAS
NOT DELIVERED OR SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE
MAY BE, WHICH IS THE SUBJECT OF SUCH CLAIM OR DISPUTE, EVEN IF A TERM OF THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PRODUCT(S),
CYLINDER(S) OR THIS AGREEMENT MAY BE BROUGHT BY CITY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
12.0 MISCELLANEOUS PROVISIONS. (a) If a legal or equitable proceeding is instituted by either party to enforce its rights hereunder, the prevailing party shall pay all of the other party's costs and expenses (including attorney’s fees). (b) This Agreement sets forth the entire understanding of the parties and supersedes any previously existing agreement between them regarding the sale of the Product(s). (c) No terms or conditions in any purchase order issued with respect to the purchase of Product(s) shall vary the terms of this Agreement and all provisions of any purchase orders are hereby rejected and deemed null and void. No modification or waiver of the terms of this Agreement shall bind City or CONTRACTOR unless in writing and signed and accepted by a duly authorized representative of both parties. (d) The failure of either party ever to require performance by the other of any provision hereof shall in no way affect the right to require performance thereafter and no waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. (e) This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to, conflict of laws principles. (f) The parties hereto agree to consent to the exclusive jurisdiction of the courts of the State of California with regard to any dispute arising hereunder and waive their right to request mediation, arbitration or a trial by jury. (g) In the event any provision herein is held to be invalid, unenforceable or Matheson Tri-Gas, Inc.
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illegal by any court or regulatory authority having jurisdiction, that provision shall be severed from the Agreement and replaced by a valid, enforceable or legal provision containing terms as nearly like the severed provision as possible and the Agreement, as so modified,, shall remain in full force and effect. (h) This Agreement shall inure to the benefit of, and shall be binding upon, the parties and their respective transferees and assigns, including any entity with which either party may merge or consolidate, or to which either party may transfer all or a material amount of its stock or assets. City shall assign this Agreement and all of its duties and obligations hereunder to any purchaser of its assets by way of a writing reasonably acceptable to CONTRACTOR. (I) The provisions of Sections 6.10, 10 and 11 shall survive the termination or expiration of this Agreement. U) The terms and conditions of the exhibit (or exhibits) hereto are incorporated herein by reference. (k) This Agreement may be executed in any number of counterparts, the combination of which shall be construed as the entire executed Agreement.
[Signatures Begin on Next Page].
Matheson Tri-Gas, Inc.
Labor and Materials Contract
______________________
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
Matheson Tri-Gas, Inc., a Delaware
corporation
By:
Name:
Title:
ATTEST:
_______________________________
Genoveva Rocha, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________
Zaynah Moussa-Milward, City Attorney
Matheson Tri-Gas, Inc.
Labor and Materials Contract
______________________
EXHIBIT A
REQUEST FOR BIDS
Request for Bids
Specialty Gases for the Malburg
Generating Station
CITY OF VERNON
VERNON PUBLIC UTILITIES
4305 SANTA FE AVENUE, VERNON, CA 90058
Phone: (323) 583-8811
REQUEST FOR BIDS
Purchase of Specialty Gases for the Malburg Generating Station by the City of Vernon
One original sealed bid must be signed and submitted prior to :00 p.m., January 5, 2026 , to the City Clerk , City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058.
All B
title of the B and address appearing on the outside
. Bids shall be clearly titled and should be mailed or delivered in person before :00 p.m. on the Bid Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. Bids will be opened in the City Clerk January 5, 2026, at :00 p.m. 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 Bid Forms
will be made available for public review. Except as set forth in Paragraph 16 s he 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.cityofvernonca.gov/planetbids. City of Vernon Contact Person: Vernon Public Utilities Attention: Efren Peregrina, Procurement Specialist
Phone: (323) 583-8811 ext. 355
Email: [email protected]
Mandatory Specifications:
A Bid shall be rejected as non-responsive if the Bidder fails to document in its Bid that Bidder meets the requirements of the mandatory specifications described in this Request for Bids.
General Scope:
Bidders shall furnish materials and/or equipment as specified above and under the below conditions:
This bid is to supply specialty gases to the Malburg Generating Station for a term of three (3) years.
The quantity listed below is the approximate usage per year for each gas. The onsite total is the amount generally kept at the facility.
Item
No.
Gas Order
Nomenclature
Cylinder Size
(in.) (diameter
x length) and
Material
Quantity
kept onsite
Approximat
e Yearly
Usage
1 CEMS Gas Cylinder
9ppm CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psig
8 x 48
Aluminum
6 16
2 CEMS Gas Cylinder
180ppm CO 135ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 psig
8 x 48
Aluminum
6 15
3 CEMS Gas Cylinder,
1600pp m CO,
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 psi
8 x 48
Aluminum
6 24
4 CEMS Gas Cylinder
Acid Rain Nitrogen,
99.9995% 144cf @2000
psig, CGA 580
8 x 48
Aluminum
6 25
5 CEMS Gas Cylinder
2.5ppm CO Bal,
2.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
8 x 48
Aluminum
1 1
6 CEMS Gas Cylinder
5.5ppm CO Bal,
5.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
8 x 48
Aluminum
1 1
7 500ppm CO Balance,
37.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 psig
CGA 660
8 x 48
Aluminum
1 1
8 CEMS Gas Cylinder
1100ppm CO Bal,
82.5ppm NO Bal N2
EPA Protocol, 140cf @
2000
8 x 48
Aluminum
1 1
9 CEMS Gas Cylinder
1800ppm CO Bal,
135ppm NO Bal N2
EPA Protocol, 140cf @
2000
8 x 48
Aluminum
1 1
10 CEMS Gas Cylinder,
50ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
8 x 48
Aluminum
1 1
11 CEMS Gas Cylinder
110ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig
8 x 48
Aluminum
1 1
12 CEMS Gas Cylinder,
CGA 590 5.25% O2
Balance N2 EPA
Protocol, 140cf @
2000 psig
8 x 48
Aluminum
1 1
13 CEMS Gas, 11.55% O2
Balance N2 EPA
Protocol, 140cf @
2000 psig, CGA 590
8 x 48
Aluminum
1 1
14 CEMS Gas Cylinder
18.9% O2 Balance N2
EPA Protocol, 140cf @
2000 psig, CGA 590
8 x 48
Aluminum
1 1
15 Ultra High Purity
GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Analyzer
9 x 51
Steel
2 2
16 Liquid Nitrogen
Cylinder NI 230LMP -
HRSG
3 20
Delivery cost, return cost and any necessary tax must be included in the bid.
Taxes to be charged at 10.5%, which are subject to change.
Other Bidding Information:
1. Number of Contract days for delivery from date of placement of order:
Item No. (from table above) Number of contract days for delivery from the placement of the order
1 1 day
2 1 day
3 1 day
4 1 day
5 6 weeks
7 6 weeks
8 6 weeks
9 6 weeks
10 6 weeks
11 6 weeks
12 6 weeks
13 6 weeks
14 6 weeks
15 1 week
16 2 days
2. Bidding Documents. Bids must be made on the Bid Form(s) contained herein.
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 for ninety (90) calendar days after the Bid Deadline.
5. Qualifications and Company History. Bidder to submit a detailed and company history. Identify key personnel who will be assigned to the project and their relevant experience.
6. References and Past Performance. Bidder to provide a minimum of three (3) references from existing or prior customers, including contact information.
Include a resume of past performance highlighting relevant projects completed, particularly with public agencies.
7. Manufacturing and Outsourcing Disclosure. Bidder to clearly identify any gas compositions that are not manufactured locally or directly by the bidder and are outsourced to third parties. Provide details of the outsourcing agreement to ensure supply chain quality control, which is critical to power plant operations
City of Vernon
Instructions for Bidders
Purchase of Specialty Gases for the Malburg Generating Station for the Vernon Public Utilities
City personnel with whom prospective Bidders will deal with are:
Efren Peregrina, Procurement Specialist, Vernon Public Utilities, 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 ext. 355.
Bid opening date and time: January 5, 2026 at :00 p.m.
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 a nonresponsive Bid and shall not be considered. Except as set forth in Paragraph 16 s 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 may 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 this Request for Bids, these Instructions, the Bid Forms, or Addenda (as defined below) 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 e
identified in the Request for 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 or entity submitting the request shall be responsible for its prompt delivery to the this Request for Bids.
Any response (i.e., interpretation or correction) will be made only by written Addendum issued by the City and a copy of
such Addendum will be delivered to all Interested Bidders (defined below) of record. Any Addenda issued must be acknowledged in the Bid and the cost of any additional equipment or modification thereto as a result of the Addenda shall be included in the Bid. 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 interpretation 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.cityofvernonca.gov/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 Request for Bids. City will maintain a list of persons who obtained a copy of these Bidding Documents
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 requiring 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 Specialty Gases for the Malburg Generating Station" followed by the date and time of the Bid Deadline, and the Bidder's name and address.
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 Office of the 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 its usual wet ink signature.
B. Bid Forms shall be executed pursuant to the requirements governed by California law (please refer to the Authorized Signatures attached to this Request for Bids as Exhibit C).
5. BID FORMS SCHEDULE OF BID PRICES
A. The Bidder shall include in its Bid price(s) any and all expense or cost 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. The cost for freight/shipping and taxes must be included in the bid. No extra compensation will be paid to Bidder.
B. The Bidder shall list 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 person(s) signing the Bid. If any Bid, or portion thereof, is determined by the City to be illegible, ambiguous or inconsistent, City may reject such Bid as being non-responsive.
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, illegible, or uncertain for any 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
6. BIDDE OF NON-COLLUSION
An Affidavit of Non-Collusion in the form attached to this Request for 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, may be rejected.
7. INSURANCE REQUIREMENTS
The Bidder shall submit to its insurance company or insurance agent the Insurance Requirements in this Request for Bids and the Standard Form of Contract, attached to this Request for Bids as Exhibit B. The insurance the City with the required insurance documents within fourteen (14) days after the Bidder has been notified by the City that it is the selected Bidder. The Bidder shall submit this form with its Bid. Any Bid made without this statement, or made with an incomplete statement, may be rejected.
8. PRICES AND PAYMENTS
Approximate quantities listed in the Schedule of Bid Prices are estimates given for comparing Bids, and no claim shall be made against the City for excess or deficiency therein, actual or relative.
9. SUBSTITUTIONS
No requests for substitution of any material, device, product, equipment, fixture, form, or type of construction shall be considered by City prior to award of the Contract. Bidders shall submit all requests for substitution and substantiating data, within five (5) calendar days from the date of the notice awarding the Contract. Authorization of a substitution is solely within the discretion of the City.
A. Brand Name or Equal. Specifications may refer one or more brand . submissions will not necessarily be rejected because of minor differences in design, construction, or features which do not affect the suitability of the product for its intended use, except in those instances where the product is designated to match others in use on a particular improvement either completed or in the course of completion. The burden of proof that the product is equal for the intended use is on the Bidder.
B. Items Must be New and Current. Unless otherwise specified, the items offered shall all be new and the latest model, make, or manufacture, and free from defects and imperfections.
C. Bids on Alternate Items. When any Bidder offers an alternate item for consideration, the Bidder will give complete specifications, name the brand and demonstrate that the alternate item is equal. The City reserves the right to reject any alternate item which it determines is not equally suitable for the specified purpose. The burden of proof is on the Bidder.
10. RETURN OF IMPROPER BIDS
Bids submitted after the Bid Deadline are non-responsive and will be returned to the Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted Bids will not be considered unless this Request for Bids expressly permits such means of transmittal.
11. WITHDRAWAL OF BIDS
Bidder may withdraw its Bid either personally or by written request any time prior contact person
designated in this Request for Bids. If such notice is written, it shall be signed by the Bidder and shall be date-stamped and time-stamped by the City upon receipt. Withdrawn Bids may be resubmitted before the Bid Deadline provided that they are in full conformance with these Instructions to Bidders. Once submitted and opened, all Bids are irrevocable, except as otherwise provided by law. Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid that such Bid shall remain open, is irrevocable, and may not be modified, withdrawn, or cancelled for a period of ninety (90) days after award of the Contract.
12. 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 this Request for 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 90058 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 process. The City further reserves 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 14 below.
B. Evaluation of Bids. 1. Mandatory Specifications. A Bid shall be rejected as nonresponsive if the Bidder fails to document in its Bid that Bidder meets the essential requirements of the mandatory
specifications described in this Request for Bids.
2. Responsive Bid. A responsive Bid is a Bid which conforms, in all material 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 t
of delivery of equipment or materials, conduct and
performance under other contracts, financial condition, reputation in the industry, and other factors which could affect 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 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.
13. 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 the Contract or rejection of Bids will be made by the City within ninety (90) calendar days following the Bid Opening.
14. BASIS OF AWARD
A. A Contract 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 Alternates at the time of award of the Contract, regardless of whether such Bid Alternates were used in the analysis to determine the lowest Bid.
15. EXECUTION OF CONTRACT
Within fourteen (14) calendar days after being notified by City that it is the selected Bidder, Bidder shall deliver to the City the following documents:
A. One executed Contract in the form attached to this Request for Bids as Exhibit B, properly executed by Bidder pursuant to the Authorized Signatures attached to this Request for Bids as Exhibit C.
B. Properly executed policies of all of the following: (a) the Commercial General Liability Insurance, (b) the Automotive Liability Insurance, (c) Professional Liability, if required, (d) Workers Compensation and (e) the corresponding endorsements for each policy in accordance with the requirements set forth in the Standard Form of Contract, attached to this Request for Bids as Exhibit B.
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 business day.
After receipt of said documents within said time period or any extension thereof granted by the City, the City shall execute the Contract and return a fully executed copy to Bidder for its files.
16. PUBLIC RECORDS
City seeks to conduct its business openly. Upon opening, all Bids shall become a matter of public record and shall be regarded as public, with the exception of those elements of each Bid that are identified by the Bidder and plainly marked ny 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 information 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 be liable or responsible for the disclosure of any such records or part thereof.
Bidder s
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
publicly disclose one or more records that Bidder identifies as protectable, or asserts is protectable.
17. 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 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 are treated equally and are not discriminated against because of their race, religion, religious belief, color, national origin, citizenship, ancestry, 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.
18. BID PROTEST PROCEDURES
A. Any Bidder submitting a Bid directly to the City and eligible for award of the Contract may file a protest 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 prior 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 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 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]
EXHIBIT A
AFFIDAVIT OF NON-COLLUSION
March 2013
AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
_______________________________________________________________, being first duly sworn deposes and says that he/she is ______________________________________________________________________ (Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) of______________________________________________________________________________________ (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 bid/proposal 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 contract; 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 bid/proposal;
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 perjury that the above information is correct By:______________________________________ Title:________________________________ Date:____________________________________
EXHIBIT B
STANDARD FORM OF CONTRACT
LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND
FOR SPECIALTY GASES FOR THE MALBURG
GENERATING STATION
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]
Phone: [insert phone number]
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: [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 C
Records Retention Period Three (3) years, pursuant to Section 8.3 [Insert Contractor Name]
Labor and Materials Contract
______________________ LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND
FOR SPECIALTY GASES FOR THE MALBURG
GENERATING STATION
This Contract is made between the City of Vernon, a California charter City and California municipal corporation ("City"), and , a [State incorporated in] corporation, with headquarters located at [ Address] . 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 [_______________________], 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 General Manager of Vernon Public Utilities (the General Manager General Manager 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 General Manager.
4.0 In consideration of satisfactory and timely Performance of requested work incorporated herein by reference, the City shall pay Contractor as follows:
The bid amounts, according to the requested and accepted price set forth C total amount to be paid to Contractor
during the term of this contract shall not exceed _____________________ Dollars ($000,000.00) without the prior approval of the City Council and without a written amendment of this contract.
[Insert Contractor Name]
Labor and Materials Contract
______________________ 5.0 GENERAL TERMS AND CONDITIONS.
5.1 INDEPENDENT CONTRACTOR.
5.1.1 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.
5.1.2 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.
5.2 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.
5.3 OWNERSHIP OF WORK. 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. 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. 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.
5.4 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. [Insert Contractor Name]
Labor and Materials Contract
______________________
5.5 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.
5.6 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.
5.7 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.
5.8 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.
5.9 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.
6.0 INTERPRETATION.
6.1 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.
6.2 ENTIRE CONTRACT. This Contract, including any Exhibits attached hereto, constitutes the entire contract 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).
6.3 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.
6.4 SEVERABILITY. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion [Insert Contractor Name]
Labor and Materials Contract
______________________
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.
6.5 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.
6.6 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.
6.7 TIME OF ESSENCE. Time is strictly of the essence of this Contract and each and every covenant, term and provision hereof.
6.8 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.
6.9 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.
6.10 INDEMNITY.
6.10.1 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 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:
[Insert Contractor Name]
Labor and Materials Contract
______________________
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.
6.10.2 This Contract to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort 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 sole negligence or willful misconduct of City, its subcontractors are excluded from this indemnity contract.
6.11 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.
6.12 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 policies shall state that they afford primary coverage.
6.12.1 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, [Insert Contractor Name]
Labor and Materials Contract
______________________ 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 waiver of subrogation, and the policy shall be primary and noninsurance.
6.12.2 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.
primary and nonThe policy shall be endorsed to include a waiver of subrogation. (A)
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.
(B) Contractor agrees to subrogate General 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, which are attributable to any act or omission by the Contractor under the performance of the services.
6.12.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000) where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least three (3) years after the termination of this Contract.
6.12.4 Contractors Pollution Liability (CPL) policy limit shall provide coverage of no less than $1,000,000 per claim and in the aggregate. Coverage shall [Insert Contractor Name]
Labor and Materials Contract
______________________ apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically inured; cleanup cost, and cost of defense, including costs and expense incurred in the investigation, defense, or settlements of claims.
(A) Contractor shall obtain, pay for, and maintain for the duration of the Contract CPL insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor. Coverage shall include, on behalf of the insured, for covered claims arising out of the actions of independent contractors. If the insured is using (B) All activities contemplated in the Agreement shall be the hauling of waste from the Project site to the final disposal location, including non-owned disposal sites.
(C) 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.
6.12.5 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 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.
6.12.6 . 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 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) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, [Insert Contractor Name]
Labor and Materials Contract
______________________ 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 waived by completing the waiver form provided by the City.
6.12.7 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
6.12.8 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.
6.12.9 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claimsbased basis must include a minimum of a 3-year tail.
6.12.10 Prior to the 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 evidence 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 upon request.
6.12.11 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 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 Contract and seek damages from the Contract 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.
6.13 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 [Insert Contractor Name]
Labor and Materials Contract
______________________ 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:
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.
6.14 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 completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
6.15 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.
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 [Insert Contractor Name]
Labor and Materials Contract
______________________
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.
6.16 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.
7.0 ADDITIONAL ASSURANCES.
7.1 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 D
7.2 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.
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 [Insert Contractor Name]
Labor and Materials Contract
______________________
additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
7.4 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.
7.5 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. [Signatures Begin on Next Page].
[Insert Contractor Name]
Labor and Materials Contract
______________________
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
], a [State
incorporated in] corporation
By:
Name:
Title:
ATTEST: _______________________________ Genoveva Rocha, City Clerk By:
Name:
Title:
APPROVED AS TO FORM: _______________________________ Zaynah Moussa, City Attorney [Insert Contractor Name]
Labor and Materials Contract
______________________ EXHIBIT A
SCOPE OF SERVICES
[Insert Contractor Name]
Labor and Materials Contract
______________________ EXHIBIT B
SCHEDULE
[Insert Contractor Name]
Labor and Materials Contract
______________________ EXHIBIT C
PROPOSAL
[Insert Contractor Name]
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.
EXHIBIT C
AUTHORIZED SIGNATURES
MANDATORY SPECIFICATIONS
1. General
a. Bidder has reviewed the list of specialty gases required by the Malburg Generating Station (MGS) and confirms its ability to supply all of the listed products for the duration of the contract. b. The Bidder is responsible for all testing and documentation required to ensure that the product delivered meets all specifications. The Bidder shall provide a current Safety Data Sheet (SDS) prior to or concurrent with the product's delivery.
2. Transportation and Delivery
a. Upon placement of each order, chemical gases shall be delivered to MGS with the period outlined in this Request for Bids. b. Deliveries shall be made between 7:00 a.m. and 5:00 p.m. Mondays through Fridays, excluding holidays, unless agreed upon by both parties in advance of delivery.
c. The Bidder is responsible for all testing and documentation required to ensure e that the product delivered meets all specifications. The Bidder shall provide a current SDS prior to or concurrent with the d. Drivers and delivery personnel must demonstrate safe work practices appropriate to the product they are delivering and are expected to provide their own Personal Protective Equipment (PPE). e. All delivery personnel shall be trained in the specific properties and hazards of the product and utilize appropriate PPE while at the All of the above statements submitted in conjunction with the proposal, as a part thereof, and the truthfulness and accuracy of the information is guaranteed by the Bidder.
I 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
Print Name and Title
BID FORMS
SCHEDULE OF BID PRICES
PROJECT: Purchase of Specialty Gases for the Malburg Generating Station
BASE BID
Pursuant to and in compliance with your Request for Bids and Contract Documents relating to this Project including all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the Contract Documents and with local conditions affecting the performance and the costs of furnishing the materials and equipment, hereby proposes and agrees to fully deliver the materials and equipment within the time stated in strict accordance with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment, and utility and transportation services necessary to fully furnish the materials and equipment in a workmanlike manner) for the total Base Bid sum of:
Dollars ($ ) for a
term of three (3) years.
Year 1
Item
No.
Description Units Quantity Unit
Cost
Monthly
Cylinder
Rental
Cost
(Each)
Yearly
Amount
1. CEMS Gas Cylinder
9ppm CO, 9ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 psig
Ea 16
2. CEMS Gas Cylinder
180ppm CO
135ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psig
Ea 15
3. CEMS Gas Cylinder,
1600pp m CO,
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 psi
Ea 24
4. CEMS Gas Cylinder
Acid Rain Nitrogen,
99.9995% 144cf
@2000 psig, CGA
580
Ea 25
5. CEMS Gas Cylinder
2.5ppm CO Bal,
2.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000
Ea 1
6. CEMS Gas Cylinder
5.5ppm CO Bal,
5.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000
Ea 1
7. 500ppm CO
Balance, 37.5ppm
NO Balance N2 EPA
ea 1
Protocol, 140cf @
2000 psig CGA 660
8. CEMS Gas Cylinder
1100ppm CO Bal,
82.5ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
ea 1
9. CEMS Gas Cylinder
1800ppm CO Bal,
135ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
ea 1
10. CEMS Gas Cylinder,
50ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
ea 1
11. CEMS Gas Cylinder
110ppm CO
Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 1
12. CEMS Gas Cylinder,
CGA 590 5.25% O2
Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 1
13. CEMS Gas, 11.55%
O2 Balance N2 EPA
Protocol, 140cf @
2000 psig, CGA 590
ea 1
14. CEMS Gas Cylinder
18.9% O2 Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 590
ea 1
15. Ultra High Purity
GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Analyzer
ea 2
16. Liquid Nitrogen ea 20
Cylinder NI 230LMP
- HRSG
YEAR 1 BID TOTAL $
YEAR 1 WRITTEN AMOUNT
Year 2
Item
No.
Description Units Quantity Unit
Cost
Monthly
Cylinder
Rental
Cost
(Each)
Yearly
Amount
1. CEMS Gas
Cylinder 9ppm
CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 16
2. CEMS Gas
Cylinder 180ppm
CO 135ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 15
3. CEMS Gas
Cylinder, 1600pp
m CO, 90ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psi
ea 24
4. CEMS Gas
Cylinder Acid Rain
Nitrogen,
99.9995% 144cf
@2000 psig, CGA
580
ea 25
5. CEMS Gas
Cylinder 2.5ppm
CO Bal, 2.5ppm
NO Balance N2
EPA Protocol,
140cf @ 2000
ea 1
6. CEMS Gas
Cylinder 5.5ppm
CO Bal, 5.5ppm
NO Balance N2
EPA Protocol,
140cf @ 2000
ea 1
7. 500ppm CO
Balance,
37.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psig CGA 660
ea 1
8. CEMS Gas
Cylinder 1100ppm
CO Bal, 82.5ppm
NO Bal N2 EPA
Protocol, 140cf @
2000
ea 1
9. CEMS Gas
Cylinder 1800ppm
CO Bal, 135ppm
NO Bal N2 EPA
Protocol, 140cf @
2000
ea 1
10. CEMS Gas
Cylinder, 50ppm
CO Balance N2
EPA Protocol,
140cf @ 2000 psig,
CGA 350
ea 1
11. CEMS Gas
Cylinder 110ppm
CO Balance N2
EPA Protocol,
140cf @ 2000 psig
ea 1
12. CEMS Gas
Cylinder, CGA 590
5.25% O2 Balance
N2 EPA Protocol,
140cf @ 2000 psig
ea 1
13. CEMS Gas, 11.55%
O2 Balance N2
EPA Protocol,
140cf @ 2000 psig,
CGA 590
ea 1
14. CEMS Gas
Cylinder 18.9% O2
Balance N2 EPA
Protocol, 140cf @
ea 1
2000 psig, CGA
590
15. Ultra High Purity
GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Analyzer
ea 2
16. Liquid Nitrogen
Cylinder NI
230LMP - HRSG
ea 20
YEAR 2 BID TOTAL $
YEAR 2 WRITTEN AMOUNT
Year 3
Item
No.
Description Units Quantit
y
Unit
Cost
Monthly
Cylinder
Rental
Cost
(Each)
Yearly
Amount
1. CEMS Gas Cylinder
9ppm CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 16
2. CEMS Gas Cylinder
180ppm CO 135ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 15
3. CEMS Gas Cylinder,
1600pp m CO,
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 psi
ea 24
4. CEMS Gas Cylinder
Acid Rain Nitrogen,
99.9995% 144cf
@2000 psig, CGA 580
ea 25
5. CEMS Gas Cylinder
2.5ppm CO Bal,
2.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
ea 1
6. CEMS Gas Cylinder
5.5ppm CO Bal,
5.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
ea 1
7. 500ppm CO
Balance, 37.5ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 psig CGA 660
ea 1
8. CEMS Gas Cylinder
1100ppm CO Bal,
82.5ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
ea 1
9. CEMS Gas Cylinder
1800ppm CO Bal,
135ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
ea 1
10. CEMS Gas Cylinder,
50ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
ea 1
11. CEMS Gas Cylinder
110ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig
ea 1
12. CEMS Gas Cylinder,
CGA 590 5.25% O2
Balance N2 EPA
Protocol, 140cf @
2000 psig
ea 1
13. CEMS Gas, 11.55%
O2 Balance N2 EPA
Protocol, 140cf @
2000 psig, CGA 590
ea 1
14. CEMS Gas Cylinder
18.9% O2 Balance N2
EPA Protocol, 140cf
@ 2000 psig, CGA
590
ea 1
15. Ultra High Purity
GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Analyzer
ea 2
16. Liquid Nitrogen
Cylinder NI 230LMP -
HRSG
ea 20
YEAR 3 BID TOTAL $
YEAR 3 WRITTEN AMOUNT
All other work items, labor, materials, tools and incidentals which are not specifically listed in the above bid items, but are necessary to complete the project per specifications, and all other applicable standards and codes are considered to be included in the above bid items.
All other costs, including, but not limited to, tariffs, environmental fees, or disposal costs, must be specifically listed in the bid response and itemized for each year. individual Unit Price, then the Unit price shall control over the total cost, and the total cost shall control over the total. If, however, the unit price is ambiguous, unintelligible, or uncertain for any 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.
Respectfully submitted:
Signature Address
Title Date
Matheson Tri-Gas, Inc.
Labor and Materials Contract
______________________
EXHIBIT B
SCHEDULE
Year 1
Item Description Units Quantity Unit Monthly Yearly
No. Cost Cylinder Amount
Rental
Cost
Each
1. CEMS Gas Cylinder Ed 16 $348.93 $0.31/day $5,582.88 9ppm CO, 9ppm NO Balance N2 EPA
Protocol, 140cf @
2000 si
2. CEMS Gas Cylinder Ea 15
180ppm CO $300.08 $0.31/day $4,501.20
135ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
3. CEMS Gas Cylinder, Ea 24
1600pp m CO, $300.08 $0.31/day $7,201.92
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 si
4. CEMS Gas Cylinder Ea 25 $118.77 $0.31/day $2,969.25
Acid Rain Nitrogen,
99.9995% 144cf
@2000 psig, CGA
580
5. CEMS Gas Cylinder EQ 1 $395.00 $0.31/day $395.00 2.Sppm CO Bal,
2.Sppm NO
Balance N2 EPA
Protocol, 140cf @
2000
6. CEMS Gas Cylinder Ea ~ $395.00 $0.31/day $395.00 S.Sppm CO Bal,
5.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000
7. 500ppm CO eCt
—
~ — $25~ g3 $0.31/day $257.83
Balance, 37.5ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 psig CGA 660
8. CEMS Gas Cylinder EQ 1 $257.83 $0.31/day $257.83
1100ppm CO Bal,
82.5ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
9. CEMS Gas Cylinder ea 1 $soo.os $0.31/day $300.08
1800ppm CO Bal,
135ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
10. CEMS Gas Cylinder, ec 1 $3o2.s2 $0.31/day $so2.s2
50ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
1 1. CEMS Gas Cylinder ea 1 $229 ~2 $p.31/da Y ~229'~2 1 lOppm CO Balance N2 EPA
Protocol, 140cf @
2000 s i
12. CEMS Gas Cylinder, eo 1 $187.83 $0.31/day $187.83 CGA 590 5.25% 02 Balance N2 EPA
Protocol, 140cf @
2000 si
13. CEMS Gas, 1 1.55% ea 1 $187.83 $0.31/day S~ 87 a:~ 02 Balance N2 EPA Protocol, 140cf @
2000 si , CGA 590
14. CEMS Gas Cylinder ea 1 $3 2•$2 X0.31/day $302.82
18.9% 02 Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 590
15. Ultra High Purity ea _2 $37 .00 $0.31/day
_
~~50.00
GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Anal zer
16. Liquid Nitrogen ea 20 $85.30 $0.31/day $1706.00
Cylinder NI 230LMP
- HRSG
YEAR 1 BID TOTAL $ 25,528.01
YEAR 1 WRITTEN AMOUNT
Year 2
Item Description Units Quantity Unit Monthly Yearly
No. Cost Cylinder Amount
Rental
Cost
Each
1 . CEMS Gas ea 6 ~ $359.40 $0.31/day $5,750.40 Cylinder 9ppm CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
2. CEMS Gas ea 15 X309.08 $0.31/day $4,636.20 Cylinder 180ppm CO 135ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
3. CEMS Gas ea 24 $309.08 $0.31/day S7,417.92
Cylinder, 1600pp
m CO, 90ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
4. CEMS Gas ea 25 $122.33 $0.31/day $3,058.25 Cylinder Acid Rain Nitrogen,
99.9995% 144cf
@2000 psig, CGA
580
5. CEMS Gas ea 1 $406.85 $0.31/day $406.85 Cylinder 2.5ppm CO Bal, 2.5ppm
NO Balance N2
EPA Protocol,
140cf @ 2000
$406.8: 6. CEMS Gas ea 1 $406.85 $0.31/day
Cylinder 5.5ppm
CO Bal, 5.5ppm
NO Balance N2
EPA Protocol,
140cf @ 2000
7. 500ppm CO ea ~ $265.56 $0.31/day $265.56
Balance,
37.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si CGA 660
8. CEMS Gas ea ~ $265.56 $0.31/day $265.56
Cylinder 1 100ppm
CO Bal, 82.5ppm
NO Bal N2 EPA
Protocol, 140cf @
2000
9. CEMS Gas ea ~ $309.08 $0.31/day $309.08
Cylinder 1800ppm
CO Bal, 135ppm
NO Bal N2 EPA
Protocol, 140cf @
2000
10. CEMS Gas ea 1 $311.90 $0.31Iday $311.90
Cylinder, 50ppm
CO Balance N2
EPA Protocol,
140cf @ 2000 psig,
CGA 350
1 1 . CEMS Gas ea ~ $236.61 $0.311day $236.61
Cylinder 110ppm
CO Balance N2
EPA Protocol,
140cf @ 2000 si
12. CEMS Gps ea 1 $193.46 $0.31/day $193.46
Cylinder, CGA 590
5.25% 02 Balance
N2 EPA Protocol,
140cf @ 2000 si
13. CEMS Gas, 1 1.55% ea 1 $193.46 $0.31/day $193.46
02 Balance N2
EPA Protocol,
140cf @ 2000 psig,
CGA 590
14. CEMS Gas ea 1 $311.90 ~0.31Iday $311.90
Cylinder 18.9 02
Balance N2 EPA
Protocol, 140cf @
2000 psig, CGA
590
15. Ultra High Purity ea 2 $386.25 $0.31/day $772.50 GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Anal zer
16. Liquid Nitrogen ea 20 $87.86 $0.31/day $1757.20
Cylinder NI
230LMP - HRSG
YEAR 2 BID TOTAL $26,293.70
YEAR 2 WRITTEN AMOUNT
Year 3
Item Description Units Quantit Unit Monthly Yearly
No. y Cost Cylinder Amount
Rental
Cost
Each
1. CEMS Gas Cylinder ea 16 $370.18 $0.31/day ~5,s22.8s
9ppm CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
2. CEMS Gas Cylinder ea 15 $318.35 $0.31/day $4,775.25
180ppm CO 135ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 si
3. CEMS Gas Cylinder, ea 24 $318.35 X0.31/day $7,640.40 1600pp m CO,
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 si
4. CEMS Gas Cylinder ea 25 $126.00 $0.31Iday $3,150.00
Acid Rain Nitrogen,
99.9995 144cf
@2000 si , CGA 580
5. CEMS Gas Cylinder ea 1 X419.06 $0.31/day $419.06
2.Sppm CO Bal,
2.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
6. CEMS Gas Cylinder ea 1 $419.06 $0.31/day
_
$419.06 5.5ppm CO Bal,
5.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
7. 500ppm CO ea 1 X273.53 $0.31/day $273.53
Balance, 37.5ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 si CGA 660
8. CEMS Gas Cylinder ea 1
~2~3.53 $0.31/day $273.53
1 100ppm CO Bal,
82.Sppm NO Bal N2
EPA Protocol, 140cf
@ 2000
9. CEMS Gas Cylinder ea ~ $318.35 $0.31/day $318.35 1800ppm CO Bal, 135ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
10. CEMS Gas Cylinder, ea 1 $321.26 X0.31/day $321.26 50ppm CO Balance N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
1 1. CEMS Gas Cylinder ea ~ $243.71 $0.31/day $243.71 1 lOppm CO Balance N2 EPA Protocol,
140cf @ 2000 si
12. CEMS Gas Cylinder, ea 1
$199'27 $0.31/day $19927 CGA 590 5.25 02
Balance N2 EPA
Protocol, 140cf @
2000 S
13. CEMS Gas, 1 1.SS~o ea 1 X199.27 $0.31/day $199.27
02 Balance N2 EPA
Protocol, 140cf @
2000 si , CGA 590
14. CEMS Gas Cylinder ea 1
18.90 02 Balance N2 $321.26 $0.31/day $321.26
EPA Protocol, 140cf
@ 2000 psig, CGA
590
15. Ultra High Purity ea 2 $397.84 $0.31/day $795.68 GRADE HELIUM,
99.999 , 244cf,
CGA580, Fuel Gas
BTU Anal zer
16. Liquid Nitrogen ea 20 $90.49 $0.31/day $1809.80
Cylinder NI 230LMP -
HRSG
YEAR 3 BID TOTAL ~ 27,082.31
YEAR 3 WRITTEN AMOUNT
All other work items, labor, materials, tools and incidentals which are not specifically listed in the above bid items, but are necessary to complete the project per specifications, and all other applicable standards and codes are considered to be included in the above bid items.
All other costs, including, but not limited to, tariffs, environmental fees, or disposal costs, must be specifically listed in the bid response and itemized for each year.
If there is a discrepancy between (1) the "Grand Total" shown immediately above, (2) any of the "total costs" shown in the far right column above, or (3) the individual Unit Price, then the Unit price shall control over the total cost, and the total cost shall control over the total. If, however, the unit price is ambiguous, unintelligible, or uncertain for any 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.
Resp~`t~lly submitted:
n
~~ ~E ~ C r~ ~ C C,~~7/. S
Title
~'-1~-(5 ~. ~ ~ ~I f~oM ~eyc h ~~ 9~f~
Address
o~.~,~-~
Date
Matheson Tri-Gas, Inc.
Labor and Materials Contract
______________________
EXHIBIT C
PROPOSAL
VERNON
C A L I F O R N I R
Request for Bids
Specialty Gases for the Malburg
Generating Station
CITY OF VERNON
VERNON PUBLIC UTILITIES
4305 SANTA FE AVENUE, VERNON, CA 90058
Phone: (323) 583-8811
REQUEST FOR BIDS
Purchase of Specialty Gases for the Malburg Generating Station by the City of Vernon
One original sealed bid must be signed and submitted prior to 5:00 p.m., January 5, 2026 ("Bid Deadline"), to the City Clerk's Office, City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058.
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 5:00 p.m. on the Bid Deadline. LATE SUBMITTALS WILL NOT BE ACCEPTED. Bids will be opened in the City Clerk's Office of January 5, 2026, at 5:00 p.m. 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 16 ("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.citvofvernonca.c~ov/planetbids.
City of Vernon Contact Person: Vernon Public Utilities
Attention: Efren Peregrina, Procurement Specialist
Phone: [323) 583-8811 ext. 355
Email: [email protected]
Mandatory Specifications:
A Bid shall be rejected as non-responsive if the Bidder fails to document in its Bid that Bidder meets the requirements of the mandatory specifications described in this Request for Bids.
General Scope:
Bidders shall furnish materials and/or equipment as specified above and under the below conditions:
This bid is to supply specialty gases to the Malburg Generating Station for a term of three (3) years.
The quantity listed below is the approximate usage per year for each gas. The onsite total is the amount generally kept at the facility.
Item Gas Order Cylinder Size Quantity Approximat
No. Nomenclature (in.) (diameter kept on- e Yearly
length) and ite Usage
Material
1 CEMS Gas Cylinder x 48 6 16
ppm CO, 9ppm NO luminum
Balance N2 EPA
Protocol, 140cf @
000 si
CEMS Gas Cylinder x 48 6 15
180ppm CO 135ppm luminum
NO Balance N2 EPA
Protocol, 140cf @
000 si
CEMS Gas Cylinder, x 48 6 24
1600pp m CO, luminum
Oppm NO Balance
N2 EPA Protocol,
140cf @ 2000 si
CEMS Gas Cylinder x 48 6 25
cid Rain Nitrogen, luminum
9.9995% 144cf @2000
si , CGA 580
CEMS Gas Cylinder x 48 1 1
.Sppm CO Bal, luminum
.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
6 CEMS Gas Cylinder x 48 1 1
.5ppm CO Bal, luminum
.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
7 OOppm CO Balance, x 48 1 1
7.5ppm NO Balance luminum
N2 EPA Protocol,
140cf @ 2000 psig
GA 660
CEMS Gas Cylinder x 48 1 1
1100ppm CO Bal, luminum
2.Sppm NO Bal N2
EPA Protocol, 140cf @
000
CEMS Gas Cylinder x 48 1 1
1800ppm CO Bal, luminum
135ppm NO Bal N2
EPA Protocol, 140cf @
000
10 CEMS Gas Cylinder, x 48 1 1
Oppm CO Balance luminum
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
11 CEMS Gas Cylinder x 48 1 1
110ppm CO Balance luminum
N2 EPA Protocol,
140cf @ 2000 si
12 CEMS Gas Cylinder, x 48 1 1
CGA 590 5.25% 02 luminum
Balance N2 EPA
Protocol, 140cf @
000 si
13 CEMS Gas, 11.55% 02 x 48 1 1
Balance N2 EPA luminum
Protocol, 140cf @
000 si , CGA 590
14 CEMS Gas Cylinder x 48 1 1
18.9% 02 Balance N2 luminum
EPA Protocol, 140cf @
2000 si , CGA 590
15 Ultra High Purity x 51 2 2
GRADE HELIUM, teel
9.999%, 244cf,
CGA580, Fuel Gas
BTU Anal zer
16 Liquid Nitrogen 0
Cylinder NI 230LMP -
HRSG
Delivery cost, return cost and any necessary tax must be included in the bid.
Taxes to be charged at 10.5%, which are subject to change.
Other Bidding Information:
Number of Contract days for delivery from date of placement of order:
Item No. (from table above) Number of contract days for delivery rom the placement of the order
1 1 day
1 day
1 day
1 day
6 weeks
7 6 weeks
6 weeks
6 weeks
10 6 weeks
1 1 6 weeks
12 6 weeks
13 6 weeks
14 6 weeks
15 1 week
16 days
2. Bidding Documents. Bids must be made on the Bid Forms) contained herein.
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 for ninety (90) calendar days after the Bid Deadline.
5. Qualifications and Company History. Bidder to submit a detailed statement of qualifications, outlining the firm's experience, technical expertise, and company history. Identify key personnel who will be assigned to the project and their relevant experience.
6. References and Past Performance. Bidder to provide a minimum of three (3) references from existing or prior customers, including contact information.
Include a resume of past performance highlighting relevant projects completed, particularly with public agencies.
7. Manufacturing and Outsourcing Disclosure. Bidder to clearly identify any gas compositions that are not manufactured locally or directly by the bidder and are outsourced to third parties. Provide details of the outsourcing agreement to ensure supply chgin quality control, which is critical to power plant operations
City of Vernon
Instructions for Bidders
Purchase of Specialty Gases for the Malburg Generating Station for the Vernon Public Utilities
City personnel with whom prospective Bidders will deal with are:
Efren Peregrina, Procurement Specialist, Vernon Public Utilities, 4305 Santa Fe Avenue, Vernon, CA 90058 (323) 583-8811 ext. 355.
Bid opening date and time: January 5, 2026 at 5:00 p.m.
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 a nonresponsive Bid and shall not be considered. Except as set forth in Paragraph 16 ("Public Records"), the Completed Bid Forms, once removed from the Bid Packages by the City Clerk, will be a matFer 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 may 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.
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 this Request for 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 or correction thereof to the City's representative identified in the Request for 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 or entity submitting the request shall be responsible for its prompt delivery to the City's Contact Person identified in this Request for 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 issued must be acknowledged in the Bid and the cost of any additional equipment 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 interpretation 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.cityofvernonca._c~ov/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 Request for 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 requiring 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 Specialty Gases for the Malburg Generating Station" followed by the date and time of the Bid Deadline, and the Bidder's name and address.
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 qny place other than the Office of the 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 its usual wet ink signature.
B. Bid Forms shall be executed pursuant to the requirements governed by California law (please refer to the Authorized Signatures attached to this Request for Bids as Exhibit C).
5. BID FORMS -SCHEDULE OF BID PRICES
A. The Bidder shall include in its Bid prices) any and all expense or cost 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. The cost for freight/shipping and taxes must be included in the bid. No extra compensation will be paid to Bidder.
B. The Bidder shall list 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 Bid as being non-responsive.
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, illegible, or uncertain for any 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 far more information and the list of Bid Alternates, if any. If no change in the Base Bid is required, enter "Na Change."
6. BIDDER'S AFFIDAVIT OF NON-COLLUSION
An Affidavit of Non-Collusion in the form attached to this Request for 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, may be rejected.
7. INSURANCE REQUIREMENTS
The Bidder shall submit to its insurance company or insurance agent the Insurance Requirements in this Request for Bids and the Standard Form of Contract, attached to this Request for Bids as Exhibit B. The insurance company's underwriter or agent must complete the Insurance Requirements documentation which states that the insurer's underwriter or agent will furnish the City with the required insurance documents within fourteen (14) days after the Bidder has been notified by the City that it is the selected Bidder. The Bidder shall submit this form with its Bid. Any Bid made without this statement, or made with an incomplete statement, may be rejected.
8. PRICES AND PAYMENTS
Approximate quantities listed in the Schedule of Bid Prices are estimates given for comparing Bids, and no claim shall be made against the City for excess or deficiency therein, actual or relative.
9. SUBSTITUTIONS
No requests for substitution of any material, device, product, equipment, fixture, form, or type of construction shall be considered by City prior to award of the Contract. Bidders shall submit all requests for substitution and substantiating data, within five (5) calendar days from the date of the notice awarding the Contract. Authorization of a substitution is solely within the discretion of the City.
A. Brand Name or Eaual. Specifications may refer one or more brand name products followed by the words "or equal." "Or equal" submissions will not necessarily be rejected because of minor differences in design, construction, or features which do not affect the suitability of the product for its intended use, except in those instances where the product is designated to match others in use on a particular improvement either completed or in the course of completion. The burden of proof that the product is equal for the intended use is on the Bidder.
B. Items Must be New and Current. Unless otherwise specified, the items offered shall all be new and the latest model, make, or manufacture, and free from defects and imperfections.
C. Bids on Alternate Items. When any Bidder offers an alternate item for consideration, the Bidderwill give complete specifications, name the brand and demonstrate that the alternate item is equal. The City reserves the right to reject any alternate item which it determines is not equally suitable for the specified purpose. The burden of proof is on the Bidder.
10. RETURN OF IMPROPER BIDS
Bids submitted after the Bid Deadline are non-responsive and will be returned to the Bidder unopened. Oral, telephonic, telegraphic, facsimile or electronically transmitted Bids will not be considered unless this Request for Bids expressly permits such means of transmittal.
1 1. 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 this Request for Bids. If such notice is written, it shall be signed by the Bidder and shall be date-stamped and time-stamped by the City upon receipt. Withdrawn Bids may be resubmitted before the Bid Deadline provided that they are in full conformance with these Instructions to Bidders. Once submitted and opened, all Bids are irrevocable, except as otherwise provided by law. Requests for withdrawal of Bids after the Bid Deadline shall be made only in accordance with California Public Contract Code § 5100, et seq. Bidder agrees by submitting a Bid that such Bid shall remain open, is irrevocable, and may not be modified, withdrawn, ar cancelled for a period of ninety (90) days after award of the Contract.
12. 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 this Request for 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 90058 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 process. The City further reserves 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 14 below.
B. Evaluation of Bids.
Mandatory Specifications. A Bid shall be rejected as nonresponsive if the Bidder fails to document in its Bid that Bidder meets the essential requirements of the mandatory
specifications described in this Request for Bids.
2. Responsive Bid. A responsive Bid is c~ Bid which conforms, in all material 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 far 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 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.
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 the Contract or rejection of Bids will be made by the City within ninety (90) calendar days following the Bid Opening.
14. BASIS OF AWARD
A. A Contract 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 Alternates at the time of award of the Contract, regardless of whether such Bid Alternates were used in the analysis to determine the lowest Bid.
15. EXECUTION OF CONTRACT
Within fourteen (14) calendar days after being notified by City that it is the selected Bidder, Bidder shall deliver to the City the following documents:
A. One executed Contract in the form attached to this Request for Bids as Exhibit B, properly executed by Bidder pursuant to the Authorized Signatures attached to this Request for Bids as Exhibit C.
B. Properly executed policies of all of the following: (a) the Commercial General Liability Insurance, (b) the Automotive Liability Insurance, (c) Professional Liability, if required, (d) Workers Compensation and (e) the corresponding endorsements for each policy in accordance with the requirements set forth in the Standard Form of Contract, attached to this Request for Bids as Exhibit B.
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 business day.
After receipt of said documents within said time period or any extension thereof granted by the City, the City shall execute the Contract and return a fully executed copy to Bidder for its files.
16. PUBLIC RECORDS
City seeks to conduct its business openly. Upon opening, all Bids shall become a matter of public record and shall be regarded as public, with the exception of those elements of each Bid that are identified by the Bidder and plainly marked as "trade secret," "confidential," or "proprietary," including any 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 information 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.
17. 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 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 are treated equally and are not discriminated against because of their race, religion, religious belief, color, national origin, citizenship, ancestry, 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.
18. BID PROTEST PROCEDURES
A. Any Bidder submitting a Bid directly to the City and eligible for award of the Contract may file a protest 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 prior 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]
AFFIDAVIT OF NON-COLLUSION
AFFIDAVIT OF NON-COLLUSION BY CONTRACTOR
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
being first duly sworn deposes
7 ~j ~ (~
and says that he/she is
"Sole Owner", "Pa(tner", "President, "Secretary", or other proper tide) of ~i~/'~ // ~
(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 bid/proposal 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 contract; 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 bidlproposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element ofhis/her bid/proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his/her bidlproposal 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 u~ler enal of perjury that the above information is correct By: '~ a,f Title: gG~9 ~r s. ~~i~ ~~S
Date: Q 1 "~ ~ ' `~ ~o
March 2013
.■ .
STANDARD FORM OF CONTRACT
LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR SPECIALTY GASES FOR THE MALBURG
GENERATING STATION
COVER PAGE
Contractor: [insert name of contractor] Matheson Gas
Responsible Principal of Contractor:
Notice Information -Contractor:
Notice Information -City:
Commencement Date:
Termination Date:
Consideration:
[insert name, title]
[insert name of contractor]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: [insert phone number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry, General
Manager
Telephone: (323) 583-8811 ext.579
[insert commencement date]
[insert termination date]
Total not to exceed $[insert amount]
(includes all applicable sales tax); and
more particularly described in Exhibit C
Records Retention Period Three (3) years, pursuant to Section 8.3 [Insert Contractor's Name]
Labor and Materials Contract
LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR SPECIALTY GASES FOR THE MALBURG
GENERATING STATION
Matheson Gas New Jersey
This Contract is made befinreen the City of Vernon, a California charter City and California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in] corporation, with headquarters located at [Contractor's Address] ("Contractor"). 3 Mountainview, Rd., Warren, NJ 07059
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 Request for bid for Malburg Generating Station ~, 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 "General Manager"), or the General Manager'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 pertormance 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 pertormed 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 General Manager.
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 $78,904.02 Dollars ($000,000.00) without the prior approval of the City Council and without a written amendment of this contract.
[Insert Contractor's Name]
Labor and Materials Contract
5.0 GENERAL TERMS AND CONDITIONS.
5.1 INDEPENDENT CONTRACTOR.
5.1.1 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.
5.1.2 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.
5.2 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.
5.3 OWNERSHIP OF WORK. 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. 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. 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.
5.4 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. [Insert Contractor's Name]
Labor and Materials Contract
5.5 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.
5.6 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.
5.7 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.
5.8 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.
5.9 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.
6.0 INTERPRETATION.
6.1 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.
6.2 ENTIRE CONTRACT. This Contract, including any Exhibits attached hereto, constitutes the entire contract 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).
6.3 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.
6.4 SEVERABILITY. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion [Insert Contractor's Name]
Labor and Materials Contract
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.
6.5 ORDER OF PRECEDENCE. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibitor 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.
6.6 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.
6.7 TIME OF ESSENCE. Time is strictly of the essence of this Contract and each and every covenant, term and provision hereof.
6.8 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.
6.9 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.
6.10 INDEMNITY.
6.10.1 Gontractor 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 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:
[Insert Contractor's Name]
Labor and Materials Contract
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.
6.10.2 This Contract to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort 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 sole negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor's subcontractors are excluded from this indemnity contract.
6.11 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.
6.12 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 policies shall state that they afford primary coverage.
6.12.1 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"), [Insert Contractor's Name]
Labor and Materials Contract
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' policy, there shall be a waiver of subrogation, and the policy shall be primary and noncontributory and will not seek contribution from the City's insurance.
6.12.2 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 Sen~ices 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.
(B) Contractor agrees to subrogate General 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.
6.12.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000) where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates. Contractor shall maintain such coverage for at least three (3) years after the termination of this Contract.
6.12.4 Contractors Pollution Liability (CPL) policy limit shall provide coverage of no less than $1,000,000 per claim and in the aggregate. Coverage shall [Insert Contractor's Name]
Labor and Materials Contract
apply to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically inured; cleanup cost, and cost of defense, including costs and expense incurred in the investigation, defense, or settlements of claims.
(A) Contractor shall obtain, pay for, and maintain for the duration of the Contract CPL insurance that provides coverage for liability caused by pollution conditions arising out of the operations of the Contractor. Coverage shall include, 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 pertormed 'by or on behalf of the insured.
(B) 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.
(C) 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.
6.12.5 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.
6.12.6 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) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, [Insert Contractor's Name]
Labor and Materials Contract
and volunteers for losses arising from performance of this Contract; or
(C) It 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.
6.12.7 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
6.12.8 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.
6.12.9 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claimsbased basis must include a minimum of a 3-year tail.
6.12.10 Prior to the commencement of pertormance, 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 evidence 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 upon request.
6.12.11 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 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 Contract and seek damages from the Contract 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.
6.13 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 [Insert Contractor's Name]
Labor and Materials Contract
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:
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.
6.14 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 completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
6.15 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.
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 [Insert Contractor's Name]
Labor and Materials Contract
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 pertormance.
6.16 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.
7.0 ADDITIONAL ASSURANCES.
7.1 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".
7.2 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.
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 [Insert Contractor's Name]
Labor and Materials Contract
additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
7.4 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.
7.5 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 1 ~/2 times the basic rate of pay. [Signatures Begin on Next Page].
[Insert Contractor's Name]
Labor and Materials Contract
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 [CONTRACTOR'S NAME], a [State and California municipal corporation incorporated in] corporation By:
Brian Saeki, City Administrator
ATTEST:
By:
Name:
Title:
By:
Name:
Genoveva Rocha, City Clerk Title:
APPROVED AS TO FORM:
Zaynah Moussa, City Attorney
[Insert Contractor's Name]
Labor and Materials Contract
EXHIBIT A
SCOPE OF SERVICES
[Insert Contractor's Name]
Labor and Materials Contract
EXHIBIT B
SCHEDULE
[Insert Contractor's Name]
Labor and Materials Contract
EXHIBIT C
PROPOSAL
[Insert Contractor's Name]
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.
r~~:ii~~i•~
AUTHORIZED SIGNATURES
AUTHORIZED SIGNATURES ON CONTRACTS/TRANSACTION DOCUMENTS
TYPE OF ENTITY FIRST SIGNATURE SECOND SIGNATURE REFERENCE Corporation Chairperson of the board, president, any Corporate secretary, assistant Corp. Code sec. 313 vice president secretary, chief financial officer, any Corp. Code sec. 5213 assistant treasurer Corp. Code sec. 5214
(Any number of offices may be held by the
same person unless the articles or bylaws
provide otherwise, except that no person
serving as the secretary, the treasurer, or the
chief financial officer may serve concurrently
as the president or chair of the board.)
Limited Liability Company If managed by members — by any If managed by members — not Corp. Code sec. 17157 ("LLC") member required unless otherwise provided in
governing documents
If managed by manager — by a manager
If managed by managers) — by a
(A member or manager may have a title such as second manager (unless articles of president orvice-president) organization state there is only one manager)
General or Limited Partnership Any partner authorized as a signatory in Not required, unless "statement Corp. Code sec. 16301 "statement of partnership authority" of partnership authority" provides Corp. Code sec. 16303 recorded in County Recorder's Office (for otherwise
real property transactions) or filed with
secretary of state (for contracts, etc.)
If statement of partnership authority is
silent as to who is authorized to execute,
or for limited partnerships, require
general partner to sign.
Sole Proprietorship sole proprietor not required n/a
Parties executing a City contract or transactional document that are not identified above must also send a copy of the corporate minutes giving such persons) the authority to sign on behalf of the corporation. Subject to review and approval by the City Attorney's Office, the City may accept signatory authority created by valid corporate resolution or adopted corporate procedures manual.
If you encounter any other forms of title ownership or business entities, contact the City Attorney's Office for guidance on required signatures.
MANDATORY SPECIFICATIONS
1. General
a. Bidder has reviewed the list of specialty gases required by the Malburg Generating Station (MGS) and confirms its ability to supply all of the listed products for the duration of the contract. b. The Bidder is responsible for all testing and documentation required to ensure that the product delivered meets all specifications. The Bidder shall provide a current Safety Data Sheet (SDS) prior to or concurrent with the product's delivery.
2. Transportation and Delivery
a. Upon placement of each order, chemical gases shall be delivered to MGS with the period outlined in this Request for Bids. b. Deliveries shall be made between 7:00 a.m. and 5:00 p.m. Mondays through Fridays, excluding holidays, unless agreed upon by both parties in advance of delivery.
c. The Bidder is responsible for all testing and documentation required to ensure e that the product delivered meets all specifications. The Bidder shall provide a current SDS prior to or concurrent with the product's delivery.
d. Drivers and delivery personnel must demonstrate safe work practices appropriate to the product they are delivering and are expected to provide their own Personal Protective Equipment (PPE). e. All delivery personnel shall be trained in the specific properties and hazards of the product and utilize appropriate PPE while at the City's facility.
All of the above statements 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
Print Name and Title
Alec Rike - Specialty Gas Specialist
BID FORMS
SCHEDULE OF BID PRICES
PROJECT: Purchase of Specialty Gases for the Malbura Generating Station BIDDER'S NAME: Matheson Gas
BASE BID
Pursuant to and in compliance with your Request for Bids and Contract Documents relating to this Project including all Addenda (attach signed copies), Bidder, having become thoroughly familiar with the terms and conditions of the Contract Documents and with local conditions affecting the performance and the costs of furnishing the materials and equipment, hereby proposes and agrees to fully deliver the materials and equipment within the time stated in strict accordance with the Contract Documents (including the furnishing of any and all labor, materials, tools, expendable equipment, and utility and transportation services necessary to fully furnish the materials and equipment in a workmanlike manner) for the total Base Bid sum of:
78,904.02
term of three (3) years.
Dollars ($ 78,904.02 ) for a
'Note: Above price does not include fixed price costs for delivery ($55), product fuel surcharge ($22.45), and hazardous material charge ($25) Note: Delivery fees, product fuel surcharge, hazardous material charge prices can be referenced in the previously agreed upon 'Amendment No. 2 To The Labor and Materials Contract Between The City of Vernon and Matheson Tri-gas, Inc. For The Purchase of Specialty Gases.' Delivery fee = $55
Product Fuel Surcharge = $22.45
Hazardous Material Charge = $25.D0
Year 1
Item Description Units Quantity Unit Monthly Yearly
No. Cost Cylinder Amount
Rental
Cost
Each
1. CEMS Gas Cylinder Ed 16 $348.93 $0.31/day $5,582.88 9ppm CO, 9ppm NO Balance N2 EPA
Protocol, 140cf @
2000 si
2. CEMS Gas Cylinder Ea 15
180ppm CO $300.08 $0.31/day $4,501.20
135ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
3. CEMS Gas Cylinder, Ea 24
1600pp m CO, $300.08 $0.31/day $7,201.92
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 si
4. CEMS Gas Cylinder Ea 25 $118.77 $0.31/day $2,969.25
Acid Rain Nitrogen,
99.9995% 144cf
@2000 psig, CGA
580
5. CEMS Gas Cylinder EQ 1 $395.00 $0.31/day $395.00 2.Sppm CO Bal,
2.Sppm NO
Balance N2 EPA
Protocol, 140cf @
2000
6. CEMS Gas Cylinder Ea ~ $395.00 $0.31/day $395.00 S.Sppm CO Bal,
5.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000
7. 500ppm CO eCt
—
~ — $25~ g3 $0.31/day $257.83
Balance, 37.5ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 psig CGA 660
8. CEMS Gas Cylinder EQ 1 $257.83 $0.31/day $257.83
1100ppm CO Bal,
82.5ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
9. CEMS Gas Cylinder ea 1 $soo.os $0.31/day $300.08
1800ppm CO Bal,
135ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
10. CEMS Gas Cylinder, ec 1 $3o2.s2 $0.31/day $so2.s2
50ppm CO Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
1 1. CEMS Gas Cylinder ea 1 $229 ~2 $p.31/da Y ~229'~2 1 lOppm CO Balance N2 EPA
Protocol, 140cf @
2000 s i
12. CEMS Gas Cylinder, eo 1 $187.83 $0.31/day $187.83 CGA 590 5.25% 02 Balance N2 EPA
Protocol, 140cf @
2000 si
13. CEMS Gas, 1 1.55% ea 1 $187.83 $0.31/day S~ 87 a:~ 02 Balance N2 EPA Protocol, 140cf @
2000 si , CGA 590
14. CEMS Gas Cylinder ea 1 $3 2•$2 X0.31/day $302.82
18.9% 02 Balance
N2 EPA Protocol,
140cf @ 2000 psig,
CGA 590
15. Ultra High Purity ea _2 $37 .00 $0.31/day
_
~~50.00
GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Anal zer
16. Liquid Nitrogen ea 20 $85.30 $0.31/day $1706.00
Cylinder NI 230LMP
- HRSG
YEAR 1 BID TOTAL $ 25,528.01
YEAR 1 WRITTEN AMOUNT
Year 2
Item Description Units Quantity Unit Monthly Yearly
No. Cost Cylinder Amount
Rental
Cost
Each
1 . CEMS Gas ea 6 ~ $359.40 $0.31/day $5,750.40 Cylinder 9ppm CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
2. CEMS Gas ea 15 X309.08 $0.31/day $4,636.20 Cylinder 180ppm CO 135ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
3. CEMS Gas ea 24 $309.08 $0.31/day S7,417.92
Cylinder, 1600pp
m CO, 90ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
4. CEMS Gas ea 25 $122.33 $0.31/day $3,058.25 Cylinder Acid Rain Nitrogen,
99.9995% 144cf
@2000 psig, CGA
580
5. CEMS Gas ea 1 $406.85 $0.31/day $406.85 Cylinder 2.5ppm CO Bal, 2.5ppm
NO Balance N2
EPA Protocol,
140cf @ 2000
$406.8: 6. CEMS Gas ea 1 $406.85 $0.31/day
Cylinder 5.5ppm
CO Bal, 5.5ppm
NO Balance N2
EPA Protocol,
140cf @ 2000
7. 500ppm CO ea ~ $265.56 $0.31/day $265.56
Balance,
37.5ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si CGA 660
8. CEMS Gas ea ~ $265.56 $0.31/day $265.56
Cylinder 1 100ppm
CO Bal, 82.5ppm
NO Bal N2 EPA
Protocol, 140cf @
2000
9. CEMS Gas ea ~ $309.08 $0.31/day $309.08
Cylinder 1800ppm
CO Bal, 135ppm
NO Bal N2 EPA
Protocol, 140cf @
2000
10. CEMS Gas ea 1 $311.90 $0.31Iday $311.90
Cylinder, 50ppm
CO Balance N2
EPA Protocol,
140cf @ 2000 psig,
CGA 350
1 1 . CEMS Gas ea ~ $236.61 $0.311day $236.61
Cylinder 110ppm
CO Balance N2
EPA Protocol,
140cf @ 2000 si
12. CEMS Gps ea 1 $193.46 $0.31/day $193.46
Cylinder, CGA 590
5.25% 02 Balance
N2 EPA Protocol,
140cf @ 2000 si
13. CEMS Gas, 1 1.55% ea 1 $193.46 $0.31/day $193.46
02 Balance N2
EPA Protocol,
140cf @ 2000 psig,
CGA 590
14. CEMS Gas ea 1 $311.90 ~0.31Iday $311.90
Cylinder 18.9 02
Balance N2 EPA
Protocol, 140cf @
2000 psig, CGA
590
15. Ultra High Purity ea 2 $386.25 $0.31/day $772.50 GRADE HELIUM,
99.999%, 244cf,
CGA580, Fuel Gas
BTU Anal zer
16. Liquid Nitrogen ea 20 $87.86 $0.31/day $1757.20
Cylinder NI
230LMP - HRSG
YEAR 2 BID TOTAL $26,293.70
YEAR 2 WRITTEN AMOUNT
Year 3
Item Description Units Quantit Unit Monthly Yearly
No. y Cost Cylinder Amount
Rental
Cost
Each
1. CEMS Gas Cylinder ea 16 $370.18 $0.31/day ~5,s22.8s
9ppm CO, 9ppm NO
Balance N2 EPA
Protocol, 140cf @
2000 si
2. CEMS Gas Cylinder ea 15 $318.35 $0.31/day $4,775.25
180ppm CO 135ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 si
3. CEMS Gas Cylinder, ea 24 $318.35 X0.31/day $7,640.40 1600pp m CO,
90ppm NO Balance
N2 EPA Protocol,
140cf @ 2000 si
4. CEMS Gas Cylinder ea 25 $126.00 $0.31Iday $3,150.00
Acid Rain Nitrogen,
99.9995 144cf
@2000 si , CGA 580
5. CEMS Gas Cylinder ea 1 X419.06 $0.31/day $419.06
2.Sppm CO Bal,
2.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
6. CEMS Gas Cylinder ea 1 $419.06 $0.31/day
_
$419.06 5.5ppm CO Bal,
5.5ppm NO Balance
N2 EPA Protocol,
140cf @ 2000
7. 500ppm CO ea 1 X273.53 $0.31/day $273.53
Balance, 37.5ppm
NO Balance N2 EPA
Protocol, 140cf @
2000 si CGA 660
8. CEMS Gas Cylinder ea 1
~2~3.53 $0.31/day $273.53
1 100ppm CO Bal,
82.Sppm NO Bal N2
EPA Protocol, 140cf
@ 2000
9. CEMS Gas Cylinder ea ~ $318.35 $0.31/day $318.35 1800ppm CO Bal, 135ppm NO Bal N2
EPA Protocol, 140cf
@ 2000
10. CEMS Gas Cylinder, ea 1 $321.26 X0.31/day $321.26 50ppm CO Balance N2 EPA Protocol,
140cf @ 2000 psig,
CGA 350
1 1. CEMS Gas Cylinder ea ~ $243.71 $0.31/day $243.71 1 lOppm CO Balance N2 EPA Protocol,
140cf @ 2000 si
12. CEMS Gas Cylinder, ea 1
$199'27 $0.31/day $19927 CGA 590 5.25 02
Balance N2 EPA
Protocol, 140cf @
2000 S
13. CEMS Gas, 1 1.SS~o ea 1 X199.27 $0.31/day $199.27
02 Balance N2 EPA
Protocol, 140cf @
2000 si , CGA 590
14. CEMS Gas Cylinder ea 1
18.90 02 Balance N2 $321.26 $0.31/day $321.26
EPA Protocol, 140cf
@ 2000 psig, CGA
590
15. Ultra High Purity ea 2 $397.84 $0.31/day $795.68 GRADE HELIUM,
99.999 , 244cf,
CGA580, Fuel Gas
BTU Anal zer
16. Liquid Nitrogen ea 20 $90.49 $0.31/day $1809.80
Cylinder NI 230LMP -
HRSG
YEAR 3 BID TOTAL ~ 27,082.31
YEAR 3 WRITTEN AMOUNT
All other work items, labor, materials, tools and incidentals which are not specifically listed in the above bid items, but are necessary to complete the project per specifications, and all other applicable standards and codes are considered to be included in the above bid items.
All other costs, including, but not limited to, tariffs, environmental fees, or disposal costs, must be specifically listed in the bid response and itemized for each year.
If there is a discrepancy between (1) the "Grand Total" shown immediately above, (2) any of the "total costs" shown in the far right column above, or (3) the individual Unit Price, then the Unit price shall control over the total cost, and the total cost shall control over the total. If, however, the unit price is ambiguous, unintelligible, or uncertain for any 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.
Resp~`t~lly submitted:
n
~~ ~E ~ C r~ ~ C C,~~7/. S
Title
~'-1~-(5 ~. ~ ~ ~I f~oM ~eyc h ~~ 9~f~
Address
o~.~,~-~
Date
Matheson Tri-Gas, Inc.
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.