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HomeMy WebLinkAbout17 - Approve of Purchase Agreement for One CNG-powered Vactor Ramjet Jet Rodder TruckCTY OF F NEWPORT BEACH City Council Staff Report June 23, 2015 Agenda Item No. 17 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Mike Pisani, Acting Municipal Operations Department Director — (949) 644 -3055, mpisani @newportbeachca.gov PREPARED BY: Mike Pisani, Co- Director PHONE: (949) 644 -3055 TITLE: Approve of Purchase Agreement with Haaker Equipment Company for One CNG - powered Vactor Ramjet Jet Rodder Truck ABSTRACT: Specialized vehicles are critical for the ability of the Municipal Operations Department to continue to deliver certain services. A hydro- excavator truck is used by the Water and Wastewater Divisions to excavate in areas with water and wastewater lines with other underground utilities in close proximity. Proposals for this CNG- powered hydro- excavator truck were secured based on a recent NJPA Cooperative Purchasing Agreement. This truck will replace a 1991 unit that has far exceeded its normal service life and requires a large amount of maintenance and repair. RECOMMENDATION: Approve the agreement with Haaker Equipment Company of La Verne, California, for the purchase of one CNG - powered 2015 Vactor Ramjet Jet Rodder Truck for a total cost of $498,133.80. FUNDING REQUIREMENTS: There are adequate funds in Municipal Operations Department equipment maintenance budget for this purchase. DISCUSSION: The Municipal Operations Department operates a fleet of specialized vehicles. Among those vehicles is a hydro- excavator operated by the Water and Wastewater Divisions to remove dirt, mud, and debris from excavations. Historically, when crews needed access to utility lines, they would use a backhoe remove dirt and mud in order to expose the pipe. However, with utilities being moved underground throughout the City, telephone, electric, and cable TV conduits are frequently in very close proximity to our utility lines. Attachment A shows photos of these typical situations. Once the asphalt or concrete is removed, crews use the hydro - excavator's vacuum suction to remove dirt, mud and debris. Without this machine, crews would be forced to dig out the area by hand, resulting in the repairs being delayed and the utility system being out of service 17 -1 for a longer period of time. Additionally, hand digging requires additional staff at the repair site. With our reduced level of staffing over the past six years, this takes personnel away from other necessary maintenance duties. The Fiscal Year 2014 -15 Budget includes funding to replace unit 9232, a 1991 Ford/Vactor excavator truck, which has far exceeded its expected service life, has significant corrosion, and no longer performs up to standards. As required by AQMD Rule 1193, the new truck will be powered by compressed natural gas (CNG). The City Vehicle /Equipment Guidelines (Council Policy F -9) states that vactors /sewer rodders should normally be replaced after 10 years. Based upon our recent experience with these pieces of equipment, the expected service life will be evaluated in the upcoming review of the F -9 Policy. As a member of National Joint Powers Alliance (NJPA), the City is able to leverage national contracts for products, equipment, and service. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationwide. In February, the NJPA opened a consolidated Request for Proposals (RFP) for several types of specialized vehicles, including excavating trucks. The RFP resulted in Vactor brand excavating equipment being selected, and the proposal by Vactor's local distributor, Haaker Equipment, meets the specifications of the City. As a member of NJPA the City is able to take advantage of a 3% discount on the $475,500.00 cost of the equipment. Consequently, staff is seeking approval of an agreement (Attachment B) to purchase one CNG- powered hydro- excavator truck at a total cost of $498,133.80, including tax. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Description Attachment A - Example of Utility Line Areas Attachment B - Agreement 17 -2 ATTACHMENT A EDISON UTILITIES ABOVE BLUE WATER LINES AND VALVES I, J OTHER UTILITIES ADJACENT TO WATER LINE (BLUE) 17 -3 F-11aFIT*I:IJllA04 11111:3 PURCHASE AGREEMENT FOR ONE (1) CNG VACTOR HYDRO - EXCAVATOR FROM HAAKER EQUIPMENT COMPANY This Purchase Agreement ( "Agreement') is entered into as of this day of 2015 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and HAAKER EQUIPMENT COMPANY, a California corporation ( "Vendor"), whose principal place of business is 2070 North White Avenue, La Verne, California 91750. RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City requires One (1) CNG (Compressed Natural Gas) Vactor Hydro Excavator ( "Equipment') as set forth in Exhibit A, which is attached and incorporated herein by this reference. C. Vendor has carefully reviewed and evaluated the specifications set forth by the City for the Equipment and has committed to deliver the Equipment required for the price specified in this Agreement within Three Hundred (300) calendar days commencing upon execution of this Agreement. D. City has solicited and received a proposal from Vendor's agent, has evaluated the expertise of Vendor, and desires to submit an order for the Equipment under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants, and other terms and conditions as set forth herein, Vendor and City (each a 'Party" and together the 'Parties ") agree as follows: 1. TERM The Term of this Agreement shall commence on the Effective Date and shall terminate on April 30, 2016 unless terminated earlier as set forth herein. 2. COMPENSATION City shall pay the purchase price as more fully described in the Pricing Proposal attached hereto as Exhibit A and incorporated herein by reference. The purchase price for Equipment, including all sales taxes, shall not exceed Four Hundred Ninety Eight Thousand One Hundred Thirty -Three Dollars and 80/100 ($498,133.80) ('Purchase Price "). Haaker Equipment Company Page 1 17 -4 3. ADMINISTRATION This Agreement will be administered by the City's Municipal Operations Department. The Deputy Municipal Operations Director, or designee, shall be the Purchase Administrator and shall have the authority to act for City under this Agreement. The Purchase Administrator or designee shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 4. DELIVERY 4.1 Delivery to City of the Equipment shall be made within three hundred (300) calendar days from the execution of the Agreement. 4.2 Delivery shall be made to the City's Yard at 592 Superior Avenue, Newport Beach, CA 92663, or such other location as may be designated by City in writing. Time of delivery is of the essence in this Agreement. City reserves the right to refuse the Equipment, or part thereof, and to cancel all or any part of the Equipment not conforming to applicable specifications, samples or descriptions. City shall receive a pro -rata refund for the Equipment, or part thereof, cancelled under this Agreement, within thirty (30) calendar days of City's cancellation. Acceptance of any part of the order for Equipment shall not bind City to accept future shipments nor deprive City of the right to return Equipment already accepted at Vendor's expense. Over shipments and under shipments of Equipment shall be only as agreed to in writing by City. Delivery shall not be deemed to be complete until all Equipment have actually been received and accepted in writing by the City. 4.3 Vendor shall submit all requests for extensions of time for delivery in writing to the City Purchase Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Purchase Administrator shall review all such requests and may, at his /her sole discretion, grant reasonable time extensions for unforeseeable delays that are beyond Vendor's control. 5. ACCEPTANCE/ PAYMENT Unless otherwise agreed to in writing by City, acceptance of the Equipment shall not be deemed complete unless in writing and until all the Equipment, including each part thereof, has actually been received, inspected and tested to the satisfaction of City. Once acceptance of the Equipment is complete, City shall pay Vendor within thirty (30) calendar days thereafter. 6. NOTICES 6.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. 6.2 All notices, demands, requests or approvals from Vendor to City shall be addressed to City at: Haaker Equipment Company Page 2 17 -5 Attn: Municipal Operations Director Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3059 Fax: 949 - 650 -0747 Email: m Pisa ni(a)newportbeachca.aov 6.3 All notices, demands, requests or approvals from City to Vendor shall be addressed to Vendor at: Attention: Matt Muinch Haaker Equipment Company 2070 North White Avenue La Verne, California 91750 7. ENTIRE AGREEMENT This Agreement contains the entire Agreement between the Parties with respect to all matters herein, and there are no restrictions, promises, warranties, or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on City unless authorized by City in writing. Electronic acceptance of any additional terms, conditions or supplemental agreements by any City employee or agent, shall not be valid or binding on City unless accepted in writing by the Purchase Administrator. The terms of this Agreement shall supersede any inconsistencies between this Agreement and the Exhibits hereto. 8. WARRANTY 8.1 Vendor expressly warrants that the Equipment covered by this Agreement is: 1) free of liens or encumbrances; 2) of merchantable quality and good for the ordinary purposes for which it is used; and 3) fit for the particular purpose for which it is intended. Acceptance of this Agreement shall constitute an agreement upon Vendor's part to indemnify, defend and hold City and its indemnities as identified in Section 13 below, and as more fully described in Section 13, harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by City by reason of the failure of the Equipment to conform to such warranties, faulty work performance, negligent or unlawful acts, and non - compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. Haaker Equipment Company Page 3 17 -6 8.2 Vendor and manufacturer's warranties and certifications are attached hereto as Exhibit B, and incorporated in full by this reference. The Warranty Period shall commence on the date the Equipment is accepted by the City. All warranty repair work shall be conducted by a Vendor - certified dealer /agent in the Southern California region. 8.3 As of the Effective Date of this Agreement the Vendor - certified dealer/ agent for purposes of all repairs and warranty work is: Haaker Equipment Company, 2070 North White Avenue, La Verne, CA 91750. 8.4 In the event that Vendor designates a different certified dealer /agent for the Southern California region, Vendor shall provide City with written notice of such change within ten (10) days of the change. 9. ASSIGNMENT OR SUBCONTRACTING The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Agreement nor any portion thereof may be assigned or subcontracted by Vendor without the express written consent of City. Any attempt by Vendor to assign or subcontract the performance or any portion thereof of this Agreement without the express written consent of City shall be invalid and shall constitute a breach of this Agreement. 10. TERMINATION 10.1 In the event that either Party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that Party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days after receipt of written notice of default specifying the nature of such default and the steps necessary to cure such default, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting Party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, or thereafter fails to diligently take steps to cure the default, the non - defaulting Party may terminate the Agreement forthwith by giving to the defaulting Party written notice thereof. City shall be refunded all money for Equipment not delivered and accepted by City at time of termination within thirty (30) calendar days. Cause for default shall further be defined as any breach of this Agreement, any misrepresentation or fraud on the part of the Vendor and /or filing of any petition in U.S. Bankruptcy Court or entering of Bankruptcy by Vendor. 10.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Vendor. In the event of termination under this Section, City shall pay Vendor for services satisfactorily performed and costs incurred up to the effective date of termination for which Vendor has not been previously paid. City shall be refunded all money for Equipment not delivered and accepted by City at time of termination within thirty (30) calendar days. On the effective date of termination, Haaker Equipment Company Page 4 irbl Vendor shall deliver to City all equipment, reports, documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 11. CONSENT TO BREACH NOT WAIVER No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented to such breach. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. 12. REMEDIES NOT EXCLUSIVE The remedies for breach set forth in this Agreement are cumulative as to one (1) another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Agreement does not preclude resort by either Party to any other remedies provided by law. 13. INDEMNIFICATION 13.1 To the fullest extent permitted by law, Vendor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials (including the negligent and /or willful acts, errors and /or omissions of Vendor, its principals, officers, agents, employees, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 13.2 Notwithstanding the foregoing, nothing herein shall be construed to require Vendor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Vendor. Haaker Equipment Company Page 5 17 -8 14. CHARGES AND LIENS Vendor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Vendor shall not permit any lien or charge to attach to the Equipment, but if any does so attach, Vendor shall promptly procure its release and, in accordance with the requirements of Section 13 above, indemnify, defend, and hold City harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. 15. INSURANCE Without limiting Vendor's indemnification of City, and prior to commencement of work, Vendor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 16. CHANGE OF OWNERSHIP Vendor agrees that if there is a change or transfer in ownership of Vendor's business prior to completion of this Agreement, the new owners shall be required under terms of sale or other transfer to assume Vendor's duties and obligations contained in this Agreement and complete them to the satisfaction of City. 17. FORCE MAJEURE Vendor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Agreement caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided that Vendor gives written notice of the cause of the delay to City within forty -eight (48) hours of the start of the delay and Vendor avails itself of any available remedies. 18. CONFIDENTIALITY Vendor agrees to maintain the confidentiality of all City and City - related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Agreement. All such records and information shall be considered confidential and kept confidential by Vendor and Vendor's staff, agents, employees and subcontractors. 19. FREIGHT (F.O.B. DESTINATION) The Total Compensation includes shipment and delivery of Equipment to designated City location. Vendor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. Haaker Equipment Company Page 6 17 -9 20. TERMS AND CONDITIONS Vendor acknowledges that it has read and agrees to all terms and conditions included in this Agreement. 21. SIGNATORIES AUTHORITY Each person executing this Agreement expressly warrants that he or she is authorized to do so on behalf of the entity for which he or she is executing this Agreement. The City and Vendor represent and warrant that this Agreement is executed voluntarily, with full knowledge of its significance. 22. STANDARD PROVISIONS 22.1 Recitals. City and Vendor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 22.2 Compliance with all Laws. Vendor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 22.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and Agreements of whatsoever kind or nature are merged herein. No verbal contract or implied covenant shall be held to vary the provisions herein. 22.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits attached hereto, the terms of this Agreement shall govern. 22.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Vendor and City and approved as to form by the City Attorney. 22.6 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. The California Commercial Code shall be the controlling law for the terms of this Agreement. 22.7 Equal Opportunity Employment. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 22.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or Haaker Equipment Company Page 7 WAR] against either Party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 22.9 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 22.10 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing Party shall not be entitled to attorneys' fees. 22.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] Haaker Equipment Company Page 8 17 -11 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation and charter city Date: Cl I i z b Date: By: ;�)' `WL— By: Aaron C. Harp Edward D. Selich City Attorney 0i Mayor ATTEST: Date: CONTRACTOR: Haaker Equipment Company, a California corporation By: By: Leilani I. Brown Randy E. Blackman City Clerk President Date: By: Robin Haaker Secretary [END OF SIGNATURES] Attachments: Exhibit A: Specifications for a CNG Vactor Hydro Excavator Exhibit B: Warranty Exhibit C: Insurance Requirements Haaker Equipment Company Page 9 `rdra EXHIBIT A SPECIFICATIONS FOR CNG VACTOR HYDRO EXCAVATOR Haaker Equipment Company Page A -1 17 -13 ONE (1) VACTOR CNG HYDRO- EXCAVATOR 12 Cubic Yard Volumetric Debris Body, Mounted on a 2015 Kenworth T800 SBA 6x4, CNG Cummins 400 HP with Auto Transmission. Includes the following Standard and Optional Equipment: STANDARD FEATURES Cylindrical Designed Debris Body, 1/4" Ex -Ten Steel Flat Style, 3/4 Rear Door w/Replaceable Neoprene Seal Hydraulic Rear Door Locking System Hydraulic Rear Door Open/Close System 8" Inspection Port w/Ladder Access Rear Door Support for Operator Safety Double Acting Dump Hoist Cylinder Dual Air Ports w/Dual 10" Stainless Steel Float Balls 1200 Gallon Insulated Polypropylene Water Tank Water Tank Separate from Debris Tank • Water Tank Fill w/25' Water Hose and Connectors • Water Level Sight Gauge, Mark -V Electronic Low Water Warning System 5 Year Warranty Against Leaks Water System Rating is 10 GPM @ 2500 PSI Hydraulic Operated Tri-Plex Piston Water Pump • Water Pump On/Off Located on Wireless Control and Control Box Variable Pressure and Flow Achieved by Electronic - Over- Hydraulic Controls @ Operators Station Handgun Hose 3/8" x 75' w /Operating Pressure of 3500 PSI Ultra Quiet Inlet and Outlet Silencers Acoustically Matched to Blower Tow Hooks Front and Rear Mud Flaps Electronic Back -Up Alarm Fenders Spring Loaded Ground Reel Direct Drive Omsi Transfer Case w /Air Shift Single Cyclonic Separator w /14" Clean Out Door • Micros Vainer Final Filter w /3" Camloc Drain 8" Vacuum Relief Located in the Inlet of Debris Tank. • Wireless Remote Control for boom w/Water Pump Control, Throttle, Vacuum Relief and -Stop. - Hand -held • Control Panel Located Inside an Aluminum Box for Protection Joystick Boom Control at Operator's Station • 8" I.D Wire Reinforced Rubber Suction hose Electric- Over - Hydraulic Boom Hydraulically Powered Up /Down/Left/Right/Extend/Retract Boom Boom Control Located at Control Panel and Hand Held Wireless Control All Boom Inlet Hose and Tubing will be 8" Inside Diameter 8" Vacuum Pipe Package Water System Digging Wand Package Alum. Hyd. Oil Tank W /Sight Gauge LED Lights. Clearance, Stop, Tail & Turn Entire Electrical System Moisture and Vapor Sealed (I) 50" x 30" x 30" Aluminum Toolbox Located Behind Cab for Water Pump and/or Hose Reel. (1) 2 jet digging nozzle & (1) 3 jet digging nozzle 6" Rear Door Knife Valve w /Camloc, 3:00 position LED Lights, Clearance, Stop, Tail, Turn, Backup Vactor Manual, Partial Manual and USB Version - 1 ADDITIONAL FEATURES INCLUDED Debris Body Load Limit Alarm Folding Pipe Rack, Curbside Rear Door Splash Shield Float Ball Screen Lube Manifold Laminated Lobe Chart Debris Body Vibrator, Electric Sludge Pump Off -Load System Rear Door Mounted Vacuum Enhancer Remote Corded Pendant Hydraulic Tank Shutoff Valves Hand Light w/Retractable Reel Strobe Light, LED, Front, Federal Signal, Amber Worklight, Operators Station Worklights (2), Boom • Worklights (2), Rear Door Toolbox, Passenger Side Subframe in lieu of Tool Tray, 104w x 24h x 22d above Tandem Axle Module Paint, Dupont Imron Elite - Sanded Primer Base • Door Stripe Material, Reflective Tape Safety Title 13 Lighting package - -Rear Arrowstick --4 Comer Strobes Additional 600 PSI Low Pressure Water Circuit 20 GPM Water Pump Upgrade 7' Telescoping Boom i/r6CI EXHIBIT B WARRANTY Haaker Equipment Company Page B -1 17 -15 LIMITED WARRANTY Limlled Warranty. Each machine manufactured by VACTOR /GUZZLER MANUFACTURING (or, "the Company) Is warranted against defects in material and workmanship for a period of 12 months, provided the machine Is used in e normal and reasonable manner and In accordance with all operating instructions. In addition, certain machines and components of certain machines have extended warranties as set forth below. If sold to an end user, the applicable warranty period commences from the date of delivery to the end user. If used for rental purposes, the applicable warranty period commences from the dale the machine Is first made available for rental by the Company or Its representative. This limited warranty may be enforced by any subsequent transferee during the warranty period. This limited warranty is the sole and exclusive warranty given by the Company. STANDARD EXTENDED WARRANTIES (Total Warr anty Duration) Glycol Recovery Vehicles 16 months — all components 2100 Series, HXX. Series and Jefters 10 years against metal wafer tank leakage due to corrosion. Nonmetallic water tanks are covered for 5 years against any factory defect In material or workmanship. 2100 Series and HXX only 5 years against leakage of debris tank, centrifugal compressor or housing due to rust - through. Exclusive Remedy. Should any warranted product fail during the warranty period, the Company will cause to be repaired or replaced, as the Company may elect, any part or parts of such machine that the Company's examination discloses to be defective in material or factory workmanship. Repairs or replacements are to be made at the selling VactorIGUZZIer distributor's location or at other locations approved by the Company. In lieu of repair or replacement, the Company may elect, at Its sole discretion, to refund the purchase price of any product deemed defective. The foregoing remedies shall be the sole and exclusive remedies of any party making a valid warranty claim. This Limited Warranty shall not apply to (and the Company shall not be responsible for): 1. Major components or bade accessories that have a separate warranty from their original manufacturer, such as, but not limited lo, trucks, engines, hydraulic pumps and motors, llres and batteries. 2. Normal adjustments and maintenance services. 3. Nonnal wear parts such as, but not limited to, brooms, ails, fluids, vacuum hose, light bulbs, fuses, gaskets. 4. Failures resulting from the machine being operated in a manner or for a purpose not recommended by the Company. 5. Repairs, modifications or alterations without the express written consent of the Company, vfiich In (he Company's sole judgment, have adversely affected the machine's stability, operation or reliability as originally designed and manufactured. 6. Items subject to misuse, negligence, accident or improper maintenance. 'NOTE' The use In the product of any part other than parts approved by the Company may Invalidate this warranty. The Company reserves the right to determine. In ils sole discretion, If the use of non - approved parts operates to Invalidate the warranty. Nothing contained in this warranty shall make the Company liable for loss, injury, or damage of any kind to any person or entity resulting from any defect or failure in the machine. THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED. This warranty Is In lieu of all other obligations or liabilities, contractual and otherwise, on the part of the Company. For the avoidance of doubt, the Company shall not be liable for any indirect, special, incidental or consequential damages, Including, but not limited lo, loss of use or lost profits. The Company makes no representation that the machine has the capacity to perform any functions other than as contained In the Company's written literature, catalogs or specifications accompanying delivery of the machine. No person or affiliated company representative Is authorized to alter the terms of this warranty, to give any other warranties or to assume any other liability on behalf of the Company In connection with the sale, servicing or repair of any machine manufactured by the Company. Any legal action based hereon must be commenced within eighteen (18) months of the event or facts giving rise to such action. The Company reserves the right to make design changes or Improvements In Its products without imposing any obligation upon itself to change or Improve previously manufactured products. GUZA A9{Trp VACTORIGUZZLER MANUFACTURING 621 S. ACT 09, i Streator, ILi61364e1 ssz -2010 17 -16 EXHIBIT C 1. INSURANCE REQUIREMENTS —VENDORS 1.1 Provision of Insurance. Without limiting Vendor's indemnification of City, and prior to commencement of work, Vendor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Vendor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. 1.3.1.1 Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Vendor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Vendor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an Haaker Equipment Company Page C -1 17 -17 amount not less than one million dollars ($1,000,000) combined single limit each accident. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The Parties hereby agree to the following: 1.5.1 Evidence of Insurance. Vendor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Vendor sixty (60) days advance written notice of such change. If such change results in substantial additional cost to the Vendor, the City and Vendor may renegotiate Contractor's compensation. 1.5.3 Enforcement of Contract Provisions. Vendor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Vendor of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. Haaker Equipment Company Page C -2 17 -18 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 1.5.5 Self- insured Retentions. Any self - insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self - insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Vendor or any subVendor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Vendor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Vendor or reimbursed by Vendor upon demand. 1.5.7 Timely Notice of Claims. Vendor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Vendor's Insurance. Vendor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Haaker Equipment Company Page C -3 17 -19