Resolution No. 5799
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RESOLUTION NO. 5799
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A RESOLUTION OF THE CITY COUNCIL OF THE
3 CITY OF VERNON APPROVING AND AUTHORIZING
THE EXECUTION OF AN AGREEMENT FOR
4 CONTRACTUAL SERVICES BETWEEN THE CITY OF
VERNON AND SOUTH COAST ENVIRONMENTAL
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6 WHEREAS, the City has a need for the services of South
7 Coast Environmental Company in a consulting capacity to perform
8 certain services in the City's Light and Power Department; and
9 WHEREAS, South Coast Environmental Company has agreed
10 to provide said consulting services in accordance with the scope
11 of work contained in the Agreement for Contractual Services.
12 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
13 THE CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon
15 hereby finds and determines that the recitals contained
16 hereinabove are true and correct.
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SECTION 2: The City Council of the City of Vernon
18 hereby approves the Agreement for Contractual Services, a copy
19 of which has been presented to the City Council concurrently
20 with this resolution and the City Council hereby orders said
21 Agreement to be received and filed by the City Clerk.
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SECTION 3: The City council of the City of Vernon
23 hereby authorizes the Mayor and the City Clerk to execute said
24 Agreement for, and on behalf of, the City of Vernon.
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certify to the passage of this resolution and thereupon and
SECTION 4: The City Clerk of the City of Vernon shall
thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 17th day of July, 1990.
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THOMAS A. YB , Mayor Pro Tem
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BRUCE V. MALKENHORST,
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 5799, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly
held on Tuesday, July 17, 1990, and thereafter duly signed by
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the Mayor of the City of Vernon.
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AGREEMENT FOR CONTRACTUAL SERVICES
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3 THIS AGREEMENT FOR CONTRACTUAL SERVICES is made and
4 entered into this 17th day of July, 1990
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6 BY AND BETWEEN THE CITY OF VERNON, a Municipal
..Corporation, hereinafter referred.
7 to as "CITY",
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9 AND SOUTH COAST ENVIRONMENTAL COMPANY
hereinafter referred to as
10 "CONTRACTOR".
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12 W I T N E S S E T Fi:
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WHEREAS, CITY is in need of certain services for a
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limited duration in connection with the operation of its Light
15 and Power Department; and
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WHEREAS, CONTRACTOR has experience, knowledge and
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skills in performing such services.
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NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
19 ..PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS
2~ MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
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1. SERVICES.: TO 'BE PROVIDED.
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CONTRACTOR agrees to perform consulting services for
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CITY as required, directed and specified by CITY's City
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Administrator pursuant to the Scope of -Work attached hereto as
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Exhibit A.
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CONTRACTOR agrees to perform the services required
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herein and as required by the Scope of Work in a diligent. and
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professional manner.
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2. BILLING RATES
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Charges for work performed on the project are
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calculated and billed on the basis of the billing classification
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level hourly rates shown below. The hourly rates are fully
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inclusive of fringe benefits, burden and fee.
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A. ENGINEERING
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Title Hourly Rates
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Corporate Officer $115
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Associate/Unit Manager 100
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Senior Project Manager/
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Consultant 90
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Scientist I/Engineer I 85
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Scientist II/Engineer II 75
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Scientist III/Engineer III 60
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Scientist IV/Technician I 50
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Technician II/Word Processor 35
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Technician III/Clerical 30
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Time spent in either inter-city or local travel will be
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billed in accordance with the foregoing schedule. Overtime
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hours worked, if authorized by City, will be charged as quoted
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above.
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3. TERMS AND CONDITIONS
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A. INVOICING AND PAYMENT
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Invoices will be issued monthly itemizing billing
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classification level categories worked and Other Direct Costs
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incurred in the performance of the project. Payments shall be
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sent to the address appearing on the invoice. All payments are
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due within fifteen(15) days of the date of receipt of the
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invoice. Invoices not paid within fifteen (15) days shall be
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subject to interest from the 16th day at the rate of 1.0% per
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month.
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B. OTHER DIRECT COSTS - Engineering and Permitting
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Charges for other direct costs are computed according
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to the following schedule:
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1. Shipping and mailing charges for samples and
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documents by Federal Express mail;
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2. Fax costs at the rate of $1.00/page;
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4. ESTIMATED COST
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CONTRACTOR will perform the work.-and accomplish .the
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objectives defined within .the estimated costs and schedule
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proposed in the Scope of Work attached hereto as Exhibit A.
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CONTRACTOR'S best judgment of the requirements known at the. time
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of the proposal. Successful completion within cost and schedule
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limits can be influenced favorably or adversely by changes in
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work scope and schedule as dictated by CITY needs and by
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presently unforeseen circumstances. CONTRACTOR will notify-CITY
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in advance if schedule or costs are. expected to exceed the
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estimate. In such event, CITY may wish to (1) authorize
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additional funds to complete the work as originally defined, (2)
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redefine the scope of work in order to fit the remaining. funds,
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or (3) request that work be stopped at a specific expenditure
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level. If option 3 is chosen, CONTRACTOR will turn over all
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work product, data, results and materials completed at the
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authorized level without further obligation or liability to
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either party except for payment for work .performed.
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5. LIMITED WARRANTY
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In performing the services, CONTRACTOR shall exercise
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the degree of care and skill ordinarily exercised by members of
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the engineering and scientific profession engaged in providing
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services that .are similar in scope and nature to the project
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work, site conditions, the time of performance, the location and
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other related circumstances affecting the manner of performance
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of the services. CONTRACTOR's liability for services performed
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or provided shall be limited to $500,000. No other warranty,
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whether expressed or implied, is made or intended for services
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performed or provided. CITY assumes all responsibility for
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CITY's decisions relating to its use(s) of the services provided
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and reliance thereon. The remedies set forth in this paragraph
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6. INDEMNIFICATION OF PARTIES
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Both CONTRACTOR and CITY agree to and hereby do defend,
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hold harmless, and indemnify each other and their officers,
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directors,. employees, agents, and representatives from and
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against any and all claims, damages, demands, costs and
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expenses, including .attorneys' fees, and other losses of any
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kind or nature whatsoever relating in any manner to any and all
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personal injuries, deaths, and/or property damage by whomsoever
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suffered including, but not limited to-the other party or its
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officers, directors, employees, agents, or representatives
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arising out of, resulting from, or in any manner connected with
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any negligent act or omission or any intentional misconduct by
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the other party, its agents or employees under the services
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provided hereunder.
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7. CONSEQUENTIAL DAMAGES
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Neither CONTRACTOR nor CITY will be liable to the other
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for any direct, indirect, incidental, special or consequential
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damages (including, but not limited to, loss of anticipated
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profits, business interruption, good will or other economic
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commercial loss) relating to the service rendered.
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8. INSURANCE
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CONTRACTOR .maintains:
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o Workers' Compensation Insurance
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o General Liability Insurance: Limit $1,000,000
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o Automobile Liability Insurance: Limit $500,000
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9. CONFIDENTIAL INFORMATION
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CONTRACTOR shall not disclose to others any
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confidential information furnished it by CITY in connection with
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this project or the results of any of CONTRACTOR activities
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unless approved by CITY. Any. information which CITY intends to
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be covered by this paragraph shall be clearly marked
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"confidential". These restrictions shall not, however, apply to
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information which (I) CONTRACTOR had in its possession prior to
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disclosure by CITY, (II) becomes public knowledge through no
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fault of CONTRACTOR, (III) CONTRACTOR lawfully acquires from a
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party not under an obligation of confidentiality to CITY.
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Information obtained from this project in a manner that would be
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identifiable with this project may not be disclosed and shall
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remain confidential without the prior written consent of the
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CITY. CONTRACTOR will not be subject to the confidentiality
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clause in the event of litigation between CITY and CONTRACTOR if
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such information is necessary for such litigation.
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10. TERMINATION
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This Agreement may be terminated by either party with
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30 days written notice. Upon the presentation of such notice,
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CONTRACTOR may continue to work through the date of termination.
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Upon termination, CONTRACTOR shall be paid the value of all
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consulting work performed less payments previously made.
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Compensation for any work previously authorized and
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satisfactorily performed shall be made at the times provided in
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Section 3 entitled "Terms and Conditions."
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All documents, data, surveys. and reports prepared by
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CONTRACTOR pursuant to this Agreement shall be considered the
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property of the CITY and. upon payment for services performed by
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CONTRACTOR, such .documents and other identified materials shall
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be delivered to CITY by CONTRACTOR.
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11. RELATIONSHIP OF PARTIES
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CONTRACTOR will act solely as an independent contractor
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of CITY and not as CITY's agent for any purpose. Neither
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CONTRACTOR nor CITY may enter into any agreement or assume any
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obligation for the other, and nothing herein may be construed to
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establish any partnership, joint venture or principal-agent
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relationship between CONTRACTOR and CITY:
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12. FORCE MAJEURE
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CONTRACTOR will have no liability for any failure to
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perform or delay in performance due to any circumstances beyond
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its reasonable control, including., but not limited to, strikes,
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riots, wars, fire, flood, explosion, acts of nature, acts of
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government, labor disputes, delays in transportation or
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inability to obtain material or equipment. In the event of any
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delay in performance due to any such circumstances, the time for
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performance will be extended by a period of time necessary to
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overcome the affect of such delay, and CITY will not be entitled
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to refuse performance or otherwise be relieved of any
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obligation.
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13. A55IGNMENT
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The agreement to which these terms and conditions
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relate and the rights and obligations hereunder-may not be
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assigned or otherwise transferred by CITY or CONTRACTOR without
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prior written consent of both parties.
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14. ENTIRE AGREEMENT
19 CITY's engagement of CONTRACTOR to perform work
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contained herein, which constitute the entire understanding
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between CONTRACTOR and CITY and supersedes .any previous
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communications, representations or agreements by either party,
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whether oral or written. The terms and conditions .contained
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herein take precedence over CITY's additional or different .terms
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and conditions that may be contained in any purchase order, work
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order, invoice, gate pass, acknowledgment form, manifest or
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other document forwarded by CITY to CONTRACTOR which notice of
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objection is .hereby given. Unless otherwise agreed to in
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writing by an officer of CONTRACTOR, CITY's engagement of
4 CONTRACTOR is limited to these terms and conditions.
5 If any of the provisions hereof- are invalid under any
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applicable statute or rule of law, such provisions are, to that
7 extent, deemed omitted, but these terms and conditions will
$ remain otherwise in effect. There are no understandings,
9 agreements, representations or warranties, express or implied,
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hereof.
12 15. APPLICABLE LAW
13 The agreement to which these terms and conditions
14 relate shall be governed by and construed in accordance with the
15 laws of the State of California.
16 16. NOTICES
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Notices and communications concerning this Agreement
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20 CITY:
21 CITY OF VERNON
ATTENTION: CITY ADMINISTRATOR/CITY CLERK
22 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
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CONTRACTOR:
24 SOUTH COAST ENVIRONMENTAL COMPANY
25 1915 MCKINLEY.AVENUE., SUITE E
LA VERNE, CA 91750
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IN WITNESS WHEREOF, the parties hereto have caused this
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agreement to be executed on the month, day and year first
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written above.
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CITY OF VERNON
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THOMAS A. YB1~~2RA, Mayor Pro Tem
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10 BRUCE V. MALKENHORST, City Clerk
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12 APPROVED AS TO FORM:
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14 DAVID B. BREARLEY, City Attorney
15 SOUTH COAST ENVIRONMENTAL COMPANY
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17 Contractor
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EXHIBIT A
SCOPE OF WORK
TASK A - AIR QUALITY COMPLIANCE AUDIT
Phase 1 - Assess the current compliance status of
CITY's existing power plant facility.
Phase 2 - Define a program for achieving and/or
maintaining compliance with applicable air
quality rules-and regulations for the
existing facility.
The deliverable for Task A shall be an air quality compliance
report. This report shall include the results of both Phases 1
and 2.
TASK B - REGULATORY FEASIBILITY STUDY FOR CONSTRUCTION OF A
COGENERATION FACILITY
The deliverable for this task shall be a separate report
outlining the issues and feasibility relating to securing SCAQMD
permits for the construction of a new cogeneration facility at
the existing power plant site.
TASK C - REGULATORY POLICY GUIDANCE
This task shall be on-going and shall involve informing CITY of
air quality issues which may affect power plant or other CITY
related operations as directed by the Department. Deliverables
for this task shall include a monthly status report and/or a
monthly status meeting, as needed, for review of the report and
outlining of any necessary action items.
EXHIBIT A
CITY COUNCIL ~r+ •VE OFFICERS
LEONIS C. MALBURG, Mayor IS~ ~,pti
~ R~'~~~0 BRUCE V. MALKENHORST,
THOMAS A. YBARRA, Mayo~• Pro-Tem ~ a ~ City Administrator/City Clerk
Wm. "BILL" DAMS ~ DAVID B. BREARLEY,
H. "LARRY" GON'LALES ~F" City Attorney
W. MICHAEL McCORMICK ~ ~ ~
~ _ VICTOR H. VAITS,
TELEPHONES ~ N. ~ Director of Cammunity Services
~ o ~yos ~ ti~~~=~ LE IS R. ADAMS,
CITY CLERK .................................583-8811 ~ vouNOE ~c--~ 4"
POLICE DEPT .............................:587-5171 Gsl r.: , ~ uej'i Director of Water & Power
FIRE DEPT ....................................583-4821 ' 'ELY 1~9' , - LARRY SPADT,
BUILDING DEPT .........................583-8811 Fire Chief
PUBLIC WORKS DEPT .............583-8811
HEALTH DEPT ............................583-88.11 CITY HALL LOUIS ROSENKRANTZ
Police Chief
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 In Reply Refer to:
July 30, 1990
South Goast Environmental Company
1915 McKinley Avenue, Suite E
La Verne., California 91750
Re: Agreement for Contractual Services
By and Between the City of Vernon
and South Coast Environmental Services
Gentlemen:
Enclosed herewith is a fully executed original of the above referenced
agreement for your files.
If you have any questions, please do-not hesitate to contact Mr. David
B. Brearley, City Attorney.
Very truly yours,
CIT F VERNON
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Gloria J. Ors co
.Chief Depu City Clerk
GJO/hr
Enclosure
CITY COUNCIL OT+. V~~ OFFICERS
LEONIS C. MALBURG, Mayor ' IS~ GpL!~ R~Vl9 ~O BRUCE V. MALKENHORST,
`P~-IOMAS A. YBARRA, Mayor Pro-Teri ~',r~~. 1 l~~ v~ City Administrator/City Clerk
Wm. "BILL" DAMS ~ ~ . f1~-~~ r DAVID B. BREARLEY,
H. "LARRY" GONZALES 1 ~ ,~~'r" G City Attorney
W. MICHAEL McCORMICK
.i~ 1.~ VICTOR H. VAITS,
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TELEPHONES 583-8811 ~~u t9 ~ ~ Director of Community Services
CITY CLERK 1 ~ vo Nofo ~O5 v ~ LEWIS R. ADAMS,
~ Director of Water & Power
POLICE DEPT ..............................587-5171 - 5
FIRE DEPT ................:...................583-4821 S1VEY,Y 1~9~ LARRY SPADT,
BUILDING DEPT .........................583-8811 Fire Chief
PUBLIC WORKS DEPT .............583-8811
HEALTH DEPT ............................583-8811 CITY HALL LOUIS ROSENKRANTZ
Police Chief
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Ire Reply Refer to:
July 24, 1990
HAND DELIVERED
R. J. Jordan, President
'South Coast Environmental Company
1915 McKinley Avenue, Suite E
La Verne, California 91750
Dear Mr. Jordan:
At the City of Vernon City Council Meeting held July 17, 1990, the City
Council approved execution of an Agreement .for Contractual Services By
and Between the City of Vernon and South Coast Environmental Company.
Enclosed herewith are two (2) original agreements for your signature..
Please execute both copies and return to ws so they may be signed by
the City of Vernon.
If you have any questions, please contact Mr. David B. Brearley, City
Attorney..
Very truly yours,
Gloria J. Orosco i
Chief Deputy City Clerk
GJO/hr
Enclosures
cc: David B. Brearley
City Attorney