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HomeMy WebLinkAboutVaughan's Industrial Repair Co Inc; 2013-12-02;AGREEMENT FOR REPAIR OF TWO 500 HP US ELECTRIC MOTORS FOR ENCINA VERTICAL PUMPS VAUGHAN'S INDUSTRIAL REPAIR CO , INC ^ THIS AGREEMENT is made and entered into as of the r^ncL^ day of .Deccj^heA^ 2013 by and between the CARLSBAD MUNICIPAL WATER DISTRICT a Public Agency organized underthe Municipal Water Act of 1911, and a Subsidiary Distnct of the City of Carlsbad ("CMWD"), and Vaughan s Industnal Repair Co, Inc a Corporation ("Contractor") RECITALS A CMWD requires the professional services of an industrial pump repair contractor that IS expenenced in repainng US electnc motors for vertical pumps B Contractor has the necessary expenence in providing professional services and advice related to US electnc motors for vertical pumps C Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work NOW THEREFORE in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows 1 SCOPE OF WORK CMWD retains Contractor to perform and Contractor agrees to render those services (the "Services") that are defined in attached Exhibit "A" which is incorporated by this reference in accordance with this Agreement's terms and conditions 2 STANDARD OF PERFORMANCE While performing the Services Contractor will exercise the reasonable professional care and skill customanly exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise 3 TERM The term of this Agreement will be effective for a penod of ninety (90) days from the date first above written 4 TIME IS OF THE ESSENCE Time IS of the essence for each and every provision of this Agreement 5 COMPENSATION The total fee payable for the Services to be performed dunng the initial Agreement term will be Twenty One Thousand Seven Hundred Twenty Eight dollars ($21,728 00) No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A" Incremental payments if applicable should be made as outlined in attached Exhibit "A" General Counsel Approved Version 5/3/13 6 STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling and not as an employee of CMWD Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors CMWD will not be required to pay any workers' compensation insurance or unemployment contnbutions on behalf of Contractor or its employees or subcontractors Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contnbution social security overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee or subcontractor of Contractor for work done under this Agreement At CMWD's election CMWD may deduct the indemnification amount from any balance owing to Contractor 7 SUBCONTRACTING Contractor will not subcontract any portion of the Services without pnor written approval of CMWD If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD Contractor will be responsible for payment of subcontractors Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD 8 OTHER CONTRACTORS CMWD reserves the nght to employ other Contractors in connection with the Services 9 INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carisbad their officers, officials employees and volunteers from and against all claims, damages losses and expenses including attorney s fees ansing out of the performance of the work descnbed herein caused by any negligence, recklessness or willful misconduct of the Contractor any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable The parties expressly agree that any payment attorney s fee costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss expense or cost for the purposes of this sechon and that this section will survive the expiration or eariy termination of this Agreement 10 INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injunes to persons or damage to property which may anse out of or in connection with performance of the services by Contractor or Contractors agents representatives, employees or subcontractors The insurance will be obtained from an General Counsel Approved Version 5/3/13 insurance earner admitted and authorized to do business in the State of California The insurance camer is required to have a cunrent Best's Key Rating of not less than "A- Vli" OR with a surplus line insurer on the State of California s List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best s Key Rating Guide of at least A X 10 1 Coverages and Limits Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement CMWD its officers, agents and employees make no representation that the limits of the insurance specified to be carned by Contractor pursuant to this Agreement are adequate to protect Contractor If Contractor believes that any required insurance coverage is inadequate Contractor will obtain such additional insurance coverage as Contractor deems adequate at Contractor's sole expense 10 1 1 Commercial General Liability Insurance $1,000,000 combined single-limit per occurrence for bodily injury personal injury and property damage If the submitted policies contain aggregate limits general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twtce the required per occunrence limit 10 12 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD) $1 000,000 combined single-limit per accident for bodily injury and property damage 10 13 Workers' Compensation and Emplover's Liability Workers' Compensation limits as required by the California Labor Code Workers' Compensation will not be required if Contractor has no employees and provides to CMWD's satisfaction a declaration stahng this 10 14 Professional Liability Errors and omissions liability appropnate to Contractor's profession with limits of not less than $1 000 000 per claim Coverage must be maintained for a penod of five years following the date of completion of the work Z^^^jf^ I I if box IS checked. Professional Liability CMWD s Initials Contractor's Initials Insurance requirement IS waived 10 2 Additional Provisions Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions 10 2 1 CMWD will be named as an additional insured on Commercial General Liability which shall provide pnmary coverage to CMWD 10 2 2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage 10 2 3 This insurance will be in force dunng the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days pnor written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement 10 3 Providing Certificates of insurance and Endorsements Pnor to CMWD's execution of this Agreement Contractor will furnish certificates of insurance and endorsements to CMWD General Counsel Approved Version 5/3/13 10 4 Failure to Maintain Coverage If Contractor fails to maintain any of these insurance coverages then CMWD will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement 10 5 Submission of Insurance Policies CMWD reserves the nght to require, at anytime complete and certified copies of any or all required insurance policies and endorsements 11 BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement as may be amended from time-to-time 12 ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement All records will be cleariy identifiable Contractor will allow a representative of CMWD dunng normal business hours to examine audit and make transcnpts or copies of records and any other documents created pursuant to this Agreement Contractor will allow inspection of all work, data documents, proceedings, and achvities related to the Agreement for a penod of three (3) years from the date of final payment under this Agreement 13 OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD in the event this Agreement is terminated all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD Contractor will have the nght to make one (1) copy of the work product for Contractor's records 14 COPYRIGHTS Contractor agrees that all copynghts that anse from the services will be vested in CMWD and Contractor relinquishes all claims to the copynghts in favor of CMWD 15 NOTICES The name of the persons who are authonzed to give wntten notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement For CMWD Name Title Address Tom Pagakis For Contractor Vaughan's industnal Repair Co inc JackWilber SCADA Technician Carisbad Municipal Water District 5950 El Camino Real Carisbad CA 92008 Phone 760-438-2722 Name Title Address Phone E-mail Service Representative PO Box 1898 Paramount CA 90723 562 633 2660 ext 16 jack@virc1 com General Counsel Approved Version 5/3/13 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address 16 CONFLICT OF INTEREST Contractor shall file a Conflict of interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of interest Code The Contractor shall report investments or interests in all four categones 17 GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor or in any way affect the performance of the Services by Contractor Contractor will at all times observe and comply with these laws ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements including, but not limited to verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement 18 DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discnmination and harassment 19 DISPUTE RESOLUTION If a dispute should anse regarding the perfonnance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties Representatives of Contractor or CMWD will reduce such questions and their respective views to wnting A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days If the resolution thus obtained is unsatisfactory to the aggneved party a letter outlining the disputes will be fonwarded to the Executive Manager The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem in such cases, the action of the Executive Manager will be binding upon the parties involved although nothing in this procedure will prohibit the parties from seeking remedies available to them at law 20 TERMINATION in the event of the Contractor's failure to prosecute, deliver, or perfomi the Services CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement CMWD may terminate this Agreement upon written nohce to Contractor Upon notification of tennination Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed Based upon that finding CMWD will determine the final payment of the Agreement General Counsel Approved Version 5/3/13 Either party upon tendenng thirty (30) days written notice to the other party may terminate this Agreement In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD Contractor will be paid for work performed to the termination date however, the total will not exceed the lump sum fee payable under this Agreement CMWD will make the final determination as to the portions of tasks completed and the compensation to be made 21 COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person other than a bona fide employee working for Contractor to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person other than a bona fide employee any fee commission, percentage brokerage fee gift or any other considerahon contingent upon, or resulting from the award or making of this Agreement For breach or violation of this warranty, CMWD will have the nght to annul this Agreement without liability or in Its discretion to deduct from the Agreement pnce or consideration or othenwise recover, the full amount of the fee commission percentage brokerage fees gift or conhngent fee 22 CLAIMS AND LAWSUITS By signing this Agreement Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation Contractor acknowledges that if a false claim IS submitted to CMWD it may be considered fraud and Contractor may be subject to cnmmal prosecution Contractor acknowledges that California Government Code sections 12650 et seq . the False Claims Act applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information If CMWD seeks to recover penalties pursuant to the False Claims Act it is entitled to recover its litigation costs including attorney's fees Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a penod of up to five (5) years Contractor acknowledges debarment by another junsdiction is grounds for CMWD to terminate this Agreement 23 JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a nght or nghts provided for by this Agreement will be tned in a court of competent junsdiction in the County of San Diego State of California and the parties waive ali provisions of law providing for a change of venue in these proceedings to any other county 24 SUCCESSORS AND ASSIGNS It IS mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the pnor consent of CMWD which shall not be unreasonably withheld 25 ENTIRE AGREEMENT This Agreement together with any other wntten document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it In case of conflict, the terms of the Agreement supersede the purchase order Neither this Agreement nor General Counsel Approved Version 5/3/13 any of its provisions may be amended, modified waived or discharged except in a writing signed by both parties 26 PREVAILING WAGE TO BE PAID The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industnal Relations pursuant to the sections 1770, 1773, and 1773 1 of the Labor Code Pursuant to section 1773 2 of the Labor Code, a current copy of applicable wage rates is on file in the Office of the City Engineer The Contractor to whom the Contract is awarded shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in the execution of the Contract The Pnme Contractor shall k>e responsible for insunng compliance with provisions of section 1777 5 of the Labor Code and section 4100 et seq of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act" The City Engineer is the Distnct s "duly authorized officer" for the purposes of section 4107 and 4107 5 The provisions of Part 7 Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work General Counsel Approved Version 5/3/13 27 AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power nght and actual authority to bind Contractor to the terms and conditions of this Agreement CONTRACTOR (sign hCTe) (pnnt name/title) ^ v-i?h hepe) J^'^j^j^yi/^^y^ CARLSBAD MUNICIPAL WATER DISTRICT a Public Agency organized under the Municipal Water Act of 1911 and a V^''*IPAI""''/ Subsidiary Distnct of the City of Carisbarf^^ „ '^V/''. By nary uistnct ot tne r CD ^ ProBidont or ExGcutivt: Manager''%p joc Division Director as authonzed by tK6f//„,,,,o^'^' Executive Manager David Hauser, Director ATTEST Property & Environmental ManageiTlM BARBARA ENGLESON Secretary (pnnt name/title) If required by CMWD proper notanal acknowledgment of execution by contractor must be attached If a corporation. Agreement must be signed by one corporate officer from each of the following hrt/o groups Group A Chairman President or Vice-President Group B Secretary Assistant Secretary CFO or Assistant Treasurer Otherwise the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowenng the officer(s) signing to bind the corporation APPROVED AS TO FORM CELIA A BREWER General Counsel ^^^anfOe^i^il^ General Counsel Approved Version 5/3/13 Vaughan's Industrial Repair Co., Inc. Ph (562) 633-2660 Fax f562^ 633-1504 Mailing Address Street Address P O Box 1898 16224 Garfield Ave Paramount, CA 90723-1898 Paramount, CA 90723 City OfCarlsbad, Public Works 5950 El Cammo Real Carlsbad, CA 92008 October 28, 2013 Attn Tom Pagakis RE Repair of (2) 500 HP US Electnc Motor for Enema Vertical Pumps Dear Tom, The following is our quotation to remove, repair and mstall above referenced eqmpment Scope of work * 1 VIRC personnel will amve on site and verify proper isolation of equipment 2 Uncouple motors from pumps and venfy shaft key is correct length 3 Remove motors and transport to VTRC repair center 4 Disassemble and mspect motors 5 Clean, dip, re-insulate and bake stators 6 Clean, test, re-insulate, and dynamically balance rotors 7 Supply (2) new thrust and (1) radial bearing, gaskets, and misc parts for each motor 8 Replace thermistors, assemble test and paint motors 9 Deliver to site, install motors, couple to pumps, set lift, set seal and test nm * VIRC will provide crane and transportation services for motor repairs If additional repairs are required, you will be notified before work is performed Your cost to perform the above scope of work is as follows Matenal 5176 00 Labor 16552 00 Total $ 21728 00 + applicable sales tax The above quotation is valid for 60 days from date of letter and is based on repamng (2) motors at the same time If you have any questions, please do not hesitate to call Sincerely, Service Representative