Loading...
HomeMy WebLinkAbout07. Approve PSA w-Pacific Compliance Svc for Replacement of Fuel Dispensers-Maint YardFROM: OFFICE OF THE CITY MANAGER AIM Y: MOHAMMAD MOSTAHKAMI, P.E., DIRECTOR OF PUBLIC WORKS DATE: APRIL 24, 2018 SUBJECT: REPLACEMENT OF FUEL DISPENSERS AT MAINTENANCE YARD PROJECT — APPROVE PROFESSIONAL SERVICES AGREEMENT RECOMMENDATION That the City Council: 1. Approve Professional Service Agreement with Pacific Compliance Services for the Fuel Dispensers Replacement at Maintenance Yard Project; and 2. Authorize the Mayor to execute the Agreement in a form approved by City Attorney; and 3. Authorize the City Manager to execute any and all amendments to the agreement as deemed necessary in a form acceptable by the City Attorney. The existing fuel dispensers at the Maintenance Yard are over 20 years old, beyond their life expectancy and need to be replaced with new fuel dispensers. In July 2017 staff requested Fee Proposals from four (4) specialized known in the industry. - Three (3) fee Proposals were received ranging from $20,106 to $37,662. Upon evaluation of the Proposals only the Proposal submitted by Pacific Compliance for $27,937 was found to be responsive meeting the requirements of the City's request. Pacific Compliance has extensive knowledge and experience in repair, refurbishing, replacement and compliance testing of the fuel dispensing systems. Pacific Compliance has been providing satisfactory regulatory compliance monitoring and repair services on the City's fuel dispensers for the past 10 years. Work on the replacement of the fuel dispensers will include but not limited to: secure the required permit from Los Angeles County, disconnect all piping, electrical connections and anchors to remove the existing dispensers and install new dispensers, provide piping and electrical connectors as needed and replace the exterior shells of the two dispenser units. The work is anticipated to begin on May 7, 2018 and be completed by June 22, 2018. This project is Categorically Exempt per CEQA Section 15301 Class I (a) FUEL DISPENSER REPLACEMENT r k—AWARD CONTRACT APRIL 24, i It is recommended that City Council approve the attached agreement with Pacific Compliance Services to complete the replacement of the fuel dispensers at the Maintenance Yard. FISCAL IMPACT Pacific Compliance Services proposed fee for the replacement of the fuel dispensers at the Maintenance Yard is $27,937.36. Sufficient funds in the amount of $50,000 are available in the current Capital Improvement Program under Account No. 40-1-6723-0520 to cover the total project cost. Attachments: o Agreement and Pacific Compliance Services Fee Proposal CITY OF DOWNEY PROFESSIONAL SERVICES AGREEMENT WITH PACIFIC COMPLIANCE SERVICES FOR FUEL DISPENSER REPLACEMENT -MAINTENANCE YARD 1. PARTIES AND DATE. This Agreement is made and entered into this 10 TH day of April, 2018 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and Pacific Compliance Services, a California Company with its principal place of business at 3768 Goss Road, Phelan, Ca. PO Box 294808 92329 ("Consultant"), City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. Consultant desires to perform and assume responsibility for the provision of certain professional Fuel Dispenser Replacement services required by City on the terms and conditions set forth in this Agreement. Consultant rbpresents that it has delmonstrated competence and experience in providing Fuel Dispenser Replacement services to public clients, is licensed in the State of California, and is familiar with the plans of City. City desires to engage Consultant to render such services for the Fuel Dispenser Replacement project ("Project") as set forth in this Agreement. 3. TERMS. 3-11 Ge ralSoopq romises and agrees to furnish ne of Sje�rvice . Consultant p to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Fuel Dispenser Replacement services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from April 10, X018 to December 31,2018 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant. 3.2.1 Control and Pa meat of Subordinates, Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Refirement System (CaIPERS) to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. The parties acknowledge that the Schedule of Services may be amended by mutual agreement due to changes in circumstances, including changes in the performance schedules of other third parties performing work for the City on the Project, which affect the timing of Consultant's performance of the Services. 3.2.3 Conformance to Applicable Reguirements. All work prepared by Consultant shall be subject to the approval of City. N 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Projector a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates Director of Public Works, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Repres entative. Consultant hereby designates John Minnock, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws -and--Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement. 3.2.10 Insurance. 3.2.10.1 Time for CgMplippce. Consultant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances. 3.2.10.2 Minimum Reguirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. (1) Commercial General Liability (CGL)- Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury-, (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) 4 and 9 (non -owned ' ); and (3) Workers' Compensation: Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL).- No Jess than $1,000,000 per occurrence for products and completed operations, bodily injury, property damage and, personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability.- No less than $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation.- Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $1,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that Consultant has no employees. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of -insurance -and coverage shall be available to the City. 3.2.10.3 Professional Liability (Errors & Op2jssion5), Consultant shall procure and maintain, and require its sub -consultants to procurb and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim and $1,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: (A) Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that- (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Projector operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Projector operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in revisionsthe form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 101 CG 20 261 CG 20 33 or CG 20 38; and CG 2 A 0 37 forms if later are used). (B) Waiver of Subrogation, Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies_ regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers,_ employees, agents and volunteers. 3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. 3.2.10.6 Separation of lhisbi6d§�� No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not• •-cial limitations on •• of protection afforded to the City, its directors officials, officers, employees, g- • volunteers. 1-• • - • • Any deductibles or self-insured retentions must be declared to and approved by the City. City m require Consultant to provide proof of ability to pay losses • related investigations, administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed • provide - - • retention may be satisfied by namedeither the insured or 3.2.10.8 Accetabilitf Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VVII, authorized to do business in California, and satisfactory to the City. 3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City. pefqlre. the commencement of work under this Agreement. However, failure to obtain the 'required documents prior to the, commencement of work u'nder this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. 3.2.10.10 Claims -Made Policies,_If any of the policies provide coverage on a claims -made basis. - (A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement; (C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement. 3.2.11 Safetv. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the 'Safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to.. (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees an ayments. 3.3.1 Co n. Consultant shall receive compensation, including ,q��nsafjo� authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed twenty—seven thousand nine hundred and thirty-seven dollars and thirty-six cents ($27,937.36) without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. 3.3.2 PgkVment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided 7 since the initial,commencement date, or ,since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (3d) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 ReimbUrsement for Expenses. Consultant shall not -be reimbursed, for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5.1 Termination of Agreement. 3.5.1.1 'Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at anytime either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days'written notice. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement. The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein: 0 • Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; . Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. 3.5.12 Effect of Teoj�jftqjj�n�. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provir'- D• - eDocuments and Data and other information within fifteen (15) days of the City's request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner a's it may determine appropriate, services similair to those terminated. ' 3.5.2 Defimv� Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 20 Pacific Comp ance ervices 3768 Goss Road Phelan, CA. 992329 P.O. Box 294808 Phone: (714)240-3674 Fax: (888) 906-0067 Attn: John Minnock, Owner City of Downey 11111 Brookshire Avenue Downey, California 90241 Phone: (562) 904-7286 Fax: (562) 869-7365 Attn: Mohammad Mostahkami, P.E. Director of Public Works 9 With a courtesy copy to. City of Downey City Attorney's Office 11111 Brookshire Avenue Downey, California 90241 Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data', Licensing of Intellectual Pro ert . This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all slubcontractors, to agree In writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentialitv. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. in 3 � 5.4 Q o� tiow Furth& Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be appropriate or •; - - to attain the purposes of Agreement. -1 1, 1. 1. 11 '. _15.5 • -- ,....3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys'fees and all other related expenses in such litigation. insurance in accordance with the provisions of that Code, and agrees to comply with suc provisions before commencing the performance of the Services. I 3.5.21 Agtb6flty has all requisite power and to E06�&06m&ht Consultant authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 CourAeMgALjhis Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. I - 0 0 a J 2M In the event of any conflict, inconsistency, or incongruity• etween any provision o is Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 3.6.1 PriorAmg•at 8�.ufeqd. consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF DOWNEY, a California municipal corporatior and charter city Byi Sean Ashton, Mayor E I M - City Clerk M 0 rik-T-1 r4 Secretary M 10 Attorney 128859 m PO Box 294808 Phelan, California 92329 714.240-3574 Jason Riddle March 21, 2018 12324 Bellflower Boulevard Downey, California Subject: Proposal, Dispenser Replacement Location::; City of Downey Corporation Yard Wayne Reliance mechanical dispenser cost with new hanging hardware is provided for your review. Since an SCAQMD permit is required for the new unleaded dispenser we would take advantage of this opportunity to upgrade the CARB Executive Order to delete the Healy vacuum assist motor returning the vapor recovery system to a simple balance system. The Clean Air Separator is retained. Equipment -Unleaded Wayne Reliance single product, twin hose, mechanical remote dispenser with internal filter, 10:1 pulsar and hose mast, explosion proof ac junction box, two-stage solenoid valve, painted silver with standard blue doors with UNLEADED label on panels. Wayne shipping and handling included. 2 — 7' Goodyear Maxxim Premier Plus EVR Balance Vapor Recovery Hoses with 30-32"Venturi, Safebreak Shear Pin- coax/balance EVR, 2 — 8' Goodyear Maxxim Premier Plus EVR Balance Vapor Recovery Hoses:•ut venturi), 2 — Goodyear Balance Hose Clamps, Hardwall hose male x male swivel end UL330 and ULC Listed (jumper hoses), 2 — Aluminum Coaxial Dispenser Mount Splitter Valves, 2 � Balance EVIR Phase 11 Unleaded black nozzles. 1- Bravo Systems Conversion Frame for Bravo UDC. I Equipment- Diesel Wayne Reliance single product, single hose, mechanical remote dispenser, 10:1 pulsar and hose mast, painted silver with standard blue doors with DIESEL label on panels. Wayne shipping and handling included: 1— Goodyear 1" x 8' Hardwall Hose male x male ends UL330 and ULC Listed, 1- 1" female x 1 female Safe -T -Break High Volume Reconnectable Breakaway with Black Scuff Guard, 1- Goodyear 1" x 4' Hardwall Hose male x male ends UL330 and ULC Listed, 1- 1" male x 1" female multiplane swivel, 1- OPW 7HB Green Diesel Truck Nozzle with Spout Ring 1" Inlet with Hold Open Clip. 1 Bravo Systems Conversion Frame for Bravo UDC. TT EXHIBIT A 'n!eh!�c' ro'apzol:�2-v-eel' SoZ4-r-z;�7'ev PO Box 294808 Phelan, California 9Z3Z9 714.240-3674 March Jl.7O18 Proposal, Dispenser Replacement City of Downey Corporation Yard Scope of Work ' Disconnect all piping, ''�` e|ect'ica`connections and anchors toremove existing dispensers. Install Bravo Systems UDCconversion frames with new anchors as required. Locate and secure new dispensers insame location. Make all electrical and piping connections. Provide small piping and electrical connectors if required. Install all new hanging hardware. Purge fuel lines. Test for proper operation. Complete Wayne Warranty documentation. Conduct SCAQMD Stage 11 testing per new PTC/O instructions. South Coast Air Quality Management District — Permit submittal package shall include drawings, Statement of Facts, completion of all SCAQMD forms, and submittals. The SCAQMD Permit to Operate will be changed from Executive Order VR102 to VR203 (Balance without ISD). The existing PTO stipulates facility will not exceed 600,000 gallons per year gasoline throughput to maintain no ISID (in Station Diagnostics) status. Throughput data for the last two years is needed with this application. SCAQMD Estimated Permit Fee $1,909.76 Los Angeles County Dept. VfPutdioVVorksCUPA-dram/ings, submittals, letter of authorization from the owner that gives Brian Burns of So CA Compliance, permission to submit plans, CERS Facility ID number and facility contact information with email address. . LA[oDPVVCUPAEstimated Permit Fee $2,925.GO ' SOCAL Compliance will secure the SCAQMDPermit to Constru andLACoDFW CUPA Permits for $1,377.5O. That will beused for drawings, printing, and completion ofpermit applications, permit submittals, permit administration, reproductions and transportation. Permit Fees Estimated Total $4,835.36./l5Y6included intotal) SOCAL Compliance Estimated Total Total Estimated Permit Services & Fees Total $6,213.36 `-- Pc�e,hl? - ~ PO � Box 294808 Phelan, California g23Z9 714.240-3074 March 2l,2 -'` Proposal, Dispenser Replacement City of Downey Corporation Yard Se X) P: &00 ASSUMPTIONS The following items may affect thecVst of ~the work `proposed: o Plan check changes ifany o Forklift provided byowner o Existing shear valves ingood working condition o Fuel Management System work ifneeded byothers o Job can becompleted asoutlined. o Nowarranty on existing equipment � o Disposal ofdispensers byothers o Repair ofexisting defective associated components completed on written approval of owner. o Various decals dibedetermined not included o Existing electrical iscompliant with all codes o' Proposal valid for 6Odays excluding equipment price increases. ^ Sincerely,/ ^ Terms: $6,212.36 Initiate permitting on receipt of payment $1O,862.5Odue 45 days from date ofpermit submittal _�]N]���,��due oninvoice receipt upon job completion - $27,9]7.36 P4�2c7A�K PO Box 4 .. a ';v Phelan, California 92329 ,� ,. N l ,' 714.240-3674 To whom it may concern, John Minnockcertify t I am the owner and sole proprietor of Pacific Compliance Services.