Resolution No. 5966
...
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 5966
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF VERNON APPROVING AND AUTHORIZING
THE EXECUTION OF AN AGREEMENT FOR
CONSULTING SERVICES BY AND BETWEEN THE
CITY OF VERNON AND ARTHUR D. LITTLE, INC.
PROVIDING FOR ENVIRONMENTAL ENGINEERING
SERVICES
WHEREAS, the City of Vernon is desirous of obtaining
certain environmental engineering services; and
WHEREAS, Arthur D. Little, Inc. is desirous of
performing such services and making available its experience and
expertise to the City of Vernon.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
SECTION 1: The city Council of the City of Vernon
hereby finds and determines that the recitals contained
hereinabove are true and correct.
SECTION 2: The City council of the City of Vernon
hereby approves the Agreement for Consulting Services for
providing certain environmental engineering services, a copy of
which has been presented to the City Council concurrently with
this resolution and the City Council hereby orders said
Agreement to be received and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon
hereby authorizes the Mayor and the city Clerk to execute said
Agreement for, and on behalf of, the City of Vernon.
III
III
III
III
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
1
2
3
4
5
6
7
ATr~
BRUCE v.
8
9
APPROVED AND ADOPTED this 6th day of August, 1991.
~~.
~
MALKENHORST, City Clerk
-2-
1 STATE OF CALIFORNIA )
)ss
2 COUNTY OF LOS ANGELES )
3 I, BRUCE V. MALKENHORST, City Clerk of the city of
4 Vernon, do hereby certify that the foregoing Resolution, being
5 Resolution No. 5966, was duly adopted by the City Council of the
6 City of Vernon at a regular meeting of the city Council duly
7 held on Tuesday, August 6, 1991, and thereafter was duly signed
8 by the Mayor of the City of Vernon.
10
4
~
9
11 BRUCE V. MALKENHORST, City Clerk
12 (SEAL)
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-3-
,.
. .
10
11
1
"EXECUTION COPY"
AGREEMENT FOR CONSULTING SERVICES
2
THIS AGREEMENT FOR CONSULTING SERVICES is made and
entered into this 6 day of ~, 1991
3
4
5
BY AND BETWEEN THE CITY OF VERNON, a Municipal
corporation, hereinafter referred
to as "CITY",
6
7
AND
ARTHUR D. LITTLE, INC., a
Massachusetts corporation, herein-
after referred to as "CONSULTANT".
8
9
WIT N E SSE T H:
WHEREAS, CITY is desirous of obtaining certain
12 environmental engineering services; and
13 WHEREAS, CONSULTANT is desirous of performing such
14 services and making available its experience and expertise to
15 CITY.
16 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
17 PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS
18 MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
19
1. SERVICES TO BE PROVIDED.
20 CONSULTANT shall perform services for CITY as defined
21 in the attached Exhibit A.
22
2. EFFECTIVE DATE AND TERM.
23 This agreement shall become effective on the date set
24 forth above and shall continue in full force and effect until
25 terminated as hereinafter provided.
26
27
3. TERMINATION.
This agreement may be terminated by either party
28 without cause, provided the effective date of such termination
,.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
shall not be earlier than the expiration of fifteen (15) working
days following the mailing of written notice of termination to
the other party. Such termination shall terminate all work in
progress pursuant to this agreement. In the event CITY requests
termination of the services prior to completion of this
agreement, CONSULTANT shall be compensated for work actually
performed prior to the effective date of termination plus the
work required for filing any documents and terminating all work
in process including termination of any subcontracts.
4. SUBCONTRACTS.
CITY reserves the right to review and approve any
subcontracts issued by CONSULTANT in connection with performance
of this agreement.
5. COST AND SCHEDULE.
CONSULTANT shall perform Task 1 and each RMPP review
(Tasks 2 - 5) as outlined in Exhibit A attached hereto on a
Time-and-Materials basis. CONSULTANT shall determine, for each
Facility the CITY will notify, an expected Scope of Work.
Assumptions regarding the number of meetings and estimated
amount of review time required will be presented to the CITY
prior to the start of each review project. CONSULTANT will
endeavor to perform the services and accomplish the objectives
within the estimated cost and schedule. CONSULTANT will notify
CITY upon the discovery of material variances, changes or other
unforeseen circumstances that may impact cost and schedule. In
such event, CITY and CONSULTANT will evaluate the changed
circumstances and negotiate an equitable adjustment in cost and
-2-
1 schedule. Should the added work exceed CITY's budget
2 objectives, CITY has the option to terminate services at a
3 specific authorization level. Upon such termination, CONSULTANT
4 shall surrender all data, results and materials completed at the
5 authorized level to CITY without further obligation or liability
6 to either party except for payment of services performed.
7 6. DELAYS.
8 If performance of all or any part of the work is for an
9 unreasonable period of time suspended, delayed, or interrupted
10 by causes beyond CONSULTANT's control in the performance of this
11 agreement, CONSULTANT shall be entitled to an equitable
12 adjustment in cost and schedule.
13 7. INVOICING AND PAYMENT.
14 CONSULTANT's services shall be rendered on a fixed
15 price or time-and-expense basis in accordance with CONSULTANT's
16 attached rate schedule. Attached as Exhibit B is the rate
17 schedule applicable to this agreement from July 1991 to June
18 1992. The attached rate schedule may be adjusted on an annual
19 basis, thereafter, in accordance with CONSULTANT's then current
20 rate schedule and shall only be effective upon the approval of
21 the City council. CITY shall pay CONSULTANT monthly within
22 thirty (30) days after the date of receipt of CONSULTANT's
23 invoice for services rendered.
24 Invoices will be issued monthly itemizing the labor
25 categories worked and the other direct costs. supporting
26 documentation will be provided upon CITY's request. CONSULTANT
27 may, after giving seven (7) days written notice to CITY, suspend
28
-3-
1 services without liability until the CITY has paid in full all
2 amounts due CONSULTANT on account of services rendered and
3 expenses incurred.
4 8. REIMBURSEMENT OF AUTHORIZED EXPENSES.
5 "Other direct costs" are all costs and expenses (other
6 than CONSULTANT labor) incurred by CONSULTANT that directly
7 attribute to the performance of services hereunder. CITY shall
8 reimburse CONSULTANT upon receipt of its statement for expenses
9 incurred including, but not limited to, outside services and
10 subcontracts, shipping, special fees, permits, special
11 insurance, licenses, miscellaneous materials, and travel related
12 expenses, such as meals and lodging when away from CONSULTANT's
13 normal place of business. No general or administrative expense
14 will be charged for "other direct costs" including, but not
15 limited to, CONSULTANT's laboratory services, inventory
16 supplies, usage of CONSULTANT's computers, lease of CONSULTANT
17 owned equipment, or CONSULTANT vehicle mileage.
18 9. CHANGES.
19 CITY may, at any time, by written Order, make changes
20 within the general scope of this agreement.
21 If any change causes an increase or decrease in any
22 hourly rate, the cei ling price or the time required for
23 performance of any part of the work under this agreement,
24 whether or not changed by the Order, or otherwise affect any
25 other terms and conditions of this agreement, CITY shall make an
26 equitable adjustment in the (1) ceiling price, (2) hourly rates,
27 (3) delivery schedule, and (4) other affected terms, and shall
28
-4-
1 mOdify the agreement accordingly. Upon notification by CITY, or
2 discovery of any change by CONSULTANT, CONSULTANT shall submit a
3 proposal for the changed work within thirty (30) days.
4
10. INDEPENDENT CONTRACTOR.
5
CONSULTANT is and shall perform its services under this
6 agreement as an independent contractor. CONSULTANT shall follow
7 standard practices of the engineering profession to make
8 findings, provide opinions, make factual presentations, and
9 provide professional advice and recommendations. CONSULTANT is
10 employed to render professional services only, and any payments
11 made by CITY are compensation solely for such services rendered.
12 CONSULTANT's review or supervision of work prepared or
13 performed by other individuals or firms employed by CITY shall
14 not relieve those individuals or firms of complete
15 responsibility for the adequacy of their work.
16
11. INSURANCE.
17 CONSULTANT shall maintain, during the life of the agreement, the
18 following minimum insurance:
19
Coveraqe
Limits
20
Workers' Compensation and
Employer Liability
Statutory
21
22
Commercial General
Liability including
bodily injury and
broad form blanket contractual
liability property damage
Automobile Liability
Owned, non-owned, hired
$1 Million
combined single
limit
23
24
25
$1 Million
combined single
limit
26
Professional Liability
$1 Million
Claims Made
27
28
-5-
CONSULTANT shall furnish CITY with certificates of
insurance, evidencing the required coverages. CONSULTANT shall
name CITY, its officers and employees, as additional insureds on
the comprehensive general liability insurance policy. In
addition to the standard certificate of insurance, proof of each
policy shall be provided by a letter from the underwriter or
carrier certifying that the coverage and statements in the
standard certificate of insurance (attached thereto) are true
and correct and that the signator is an officer authorized to so
certify. Certification of said letter by the insurance agent or
broker will not be accepted. All certificates shall provide
that each insurance carrier shall give CITY thirty (30) days
written notice prior to any action by the carrier to reduce or
terminate the policy.
12. HOLD HARMLESS
CITY shall hold CONSULTANT harmless against any
wrongful or negligent acts of CITY's off icers, employees,
agents, or others engaged by CITY and to indemnify CONSULTANT
against any liability, loss, cost or damages resulting
therefrom.
CONSULTANT shall hold CITY harmless against any
wrongful or negligent acts of CONSULTANT's officers, employees,
agents, or others engaged by CONSULTANT and to indemnify CITY
against any liability, loss, cost or damages resulting
therefrom.
/11
/1/
-6-
1
13. ASSIGNMENT.
2 Neither this agreement nor any rights or obligations
3 hereunder may be assigned or otherwise transferred by either
4 party, nor shall this agreement inure to the benefit of any
5 trustee in bankruptcy, recei ver or creditor of ei ther party,
6 whether by operation of the law or otherwise, without the prior
7 written consent of the other party. Any attempt to so assign or
8 transfer this agreement or any rights or obligations hereunder
9 without such consent shall be null and void and of no force and
10 effect.
11
14. GOVERNING LAW.
12 The validity, performance and construction of this
13 agreement shall be governed by and interpreted in accordance
14 with the laws of the State of California, and all ordinances,
15 resolutions, regulations and policies of the CITY.
16
15. NOTICES
17
Notices and communications concerning this agreement
18 shall be sent to the following addresses:
19
CITY:
20
21
CITY OF VERNON
ATTENTION: CITY ADMINISTRATORICITY CLERK
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
22
23
CONSULTANT:
24
ARTHUR D. LITTLE, INC.
ATTENTION: JOHN F. PEIRSON, JR.
CREEKSIDE PLAZA, SUITE 220
5290 OVERPASS ROAD
SANTA BARBARA, CA 93111-2050
25
26
27
28
-7-
1
16. ENTIRE AGREEMENT
2 This agreement contains the entire understanding and
3 agreement between the parties with respect to the subject matter
4 hereof and supersedes all previous communications, negotiations
5 and agreements, whether oral or written, between the parties
6 with respect to such subject matter, and no addition to or
7 modification or waiver of any provision of the agreement shall
8 be binding on either party unless made in writing and executed
9 by CONSULTANT and a duly authorized agent of CITY.
10 IN WITNESS WHEREOF, the parties hereto have caused this
11 agreement to be executed on the month, day and year first
12 written above.
13
14
CITY OF VERNON
15
17
A/J):
BRUCE V.
BY:~
~:?rlLEONIS C. MALB . G, Mayo
"--
/~/~
MALKENHORST, City Clerk
16
18
19
20
APPROVED AS TO FORM:
21
22 D~I~ ~~rly Attorney
23
24
ARTHUR D. LITTLE, INC.
BY: ~~
THO P. GORMAN
contracting Officer
25
26
27
28
-8-
. .'
EXHIBIT A
A'D'Droach
CONSULTANT proposes that RMPP development for a given
facility will be a four step process. First, the Facility will
receive notification by the CITY that an RMPP will be required.
This notification will be accompanied by information which
describes the CITY's expectations regarding the RMPP report.
Second, one or more meetings will be held during which the
Facility (and its consultant, if applicable) will present their
approach to RMPP development to the CITY and CONSULTANT.
Specific requirements will be clarified, if necessary, and the
Facility's approach will be approved if it meets the
requirements. Third, the Facility will submit a draft RMPP for
comments by the CITY and CONSULTANT. Lastly, the draft 'will be
revised by the Facility and a final RMPP will be submitted.
Tasks
CONSULTANT's participation in the four step process is
detailed in the following tasks:
Task 1:
Help prepare notification and information packets for
distribution from the CITY to AHM facilities requirinq
RMPPs.
CONSULTANT will help the CITY prepare notification and
information packets for the CITY to send to facilities requiring
RMPPs. The packets will explain the program, let the Facility
know what they are expected to do, and present an example RMPP
outline and schedule for the Facility to follow if they wish.
CONSULTANT will provide the CITY with all technical and
regulatory information pertinent to the packets, and with a
suggested format.
Task 2:
Participate in Facility/CITY meetinq(s).
CONSULTANT will participate in the up-front Facility/CITY
meeting{s) to answer technical and format-related questions posed
by the Facility, and to meet the Facility and consulting
personnel responsible for RMPP development. CONSULTANT
recommends that at least one such meetinq be held at the
Facili ty , if Facility personnel are willing to do so, so that
RMPP reviewers can better visualize processes and equipment which
will be described in the RMPP report.
It is expected that the following subjects will be discussed
and approaches or techniques agreed upon at the meeting{s):
Page 1 of 2
EXHIBIT A
o
o
o
o
o
o
Task 3:
Hazard Analysis method used;
Extent of seismic Assessment;
Type{s) of Worst-Case Scenarios to consider;
Applicable Air Dispersion models;
Applicability of Levels of Concern (Health Risk
values); and
Extent of Recommended Action description.
Provide technical consultinq to the city durinq RMPP
development.
CONSULTANT will provide technical consulting to the City if
questions arise from the Facility during RMPP development.
CONSULTANT assumes that all such questions could be answered by
telephone, and that no additional Facility site visits would be
required.
Task 4:
Review draft RMPP report
CONSULTANT will review the draft RMPP report submitted by
the Facility for technical soundness, adequacy in meeting
regulatory requirements, and applicability as a public document.
CONSULTANT will make every effort to minimize the amount of
revision required by the Facility, as long as the technical bases
of the RMPP are determined to be sound. If the up-front
agreements described in Task 1 are followed by the Facility, the
draft RMPP report should meet all requirements. In this case,
CONSULTANT will prepare a summary of findings for the city which
includes an approval notice.
If revisions are necessary, a detailed and itemized comment
list will be prepared by CONSULTANT and sent to the city for
transmittal to the Facility. It may be helpful at the time to
have a face-to-face meeting or a teleconference to ensure that
the comments are understood by the Facility and its consultant.
CONSULTANT would participate in any such meeting, if required.
Task 5:
Review final RMPP report.
CONSULTANT will review the final RMPP report submitted by
the Facility, and will issue a notice to the City that the RMPP
meets all requirements. If significant or substantial changes
have been made from the draft version, CONSULTANT will again
prepare a summary of findings.
Page 2 of 2
EXHIBIT B
FEE SCHEDULE
SERVICES - Professional and support services will be charged at our standard billing rates. which include all
provision for wages and salaries. fringe benefits. overhead. general and administrative expense (composite). and
profit .
Labor
Classification
Principal Staff I
Principal Staff II
Principal Staff ill
Senior Staff I
Senior Staff II
Senior Staff ill
Project Staff I
Project Staff II
Project Staff ill
Associate Staff I
Associate Staff II
Associate Staff ill
Senior Specialist I
Senior Specialist II
Senior Specialist ill
Specialist I
Specialist II
Specialist ill
Staff Assistant I
Staff Assistant II
Staff Assistant ill
Staff Assistant IV
Technical Assistant I
Technical Assistant II
Technicai Assistant ill
Technical Assistant IV
Consultants:
Total Price
Per Hour
$53339
431.85
384.04
341.49
303.73
270.05
240.17
213.58
189.92
168.90
150.18
133.57
118.80
105.62
93.93
83.54
74.27
66.09
58.75
52.28
46.44
41.31
36.73
32.66
29.00
25.82
Consultants. other than those listed above. will be charged at a multiple of2.S0 times cost billed to ADL. Although
we do not now contemplate that personnel in all of the above classifications will be utilized on this assignment. ADL
may determine that added diversification of effort would benefit the WOIL
SUBCONI'RAcrs - Subcontracts will be charged at a multiple of 1.50 times the cost billed to ADL.
MATERIALS (EXCLUDING SUBCON1RACTS) - will be charged at actual cost. including applicable Material
Overhead COSl
OTHER DIRECT COSTS - Other direct costs such as, but not limited to. communications services (e.g..
printing/binding, graphics/typesetting and photography), computer usage. relocation and allowances. support expenses
(e.g., office and lab supplies; personal computers. typewriters and word processors; photocopy; postage and delivery;
and telecommunications), travel, and miscellaneous other direct costs will be charged at actual cost. .
INVOICING - Invoices will be submitted monthly showing all hours worked by labor classification, and reasonable
detail of other direct expenses (but not actual documentation) broken down by major cost element Attached hereto
is a pro-fonna invoice showing the level of cost detail provided.
PAYMENT - Tenus are NET cash, due and payable upon receipt of invoice.
D-16
Effective: 13 February 1991
ARTHUR D. LITTLE, INC.
PROPRIETARY INFORMATION
EXHIBIT B