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Resolution No. 6778 ~ 1 RESOLUTION NO. 6778 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR CONSULTING SERVICES FOR STRUCTURAL PLAN REVIEW BY AND BETWEEN THE CITY OF VERNON AND MELVYN GREEN AND ASSOCIATES, INC. 3 4 5 6 WHEREAS, the City of Vernon desires to retain the 7 services of an engineer to provide consulting services for 8 9 10 11 knowledge and experience with building codes and is qualified to 12 13 provide plan review and structural engineering services; and WHEREAS, the Director of Community services has 14 recommended that the City of Vernon enter into an agreement with Melvyn Green and Associates, Inc. to provide for said building 15 16 17 related services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: 18 19 SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained 20 hereinabove are true and correct. 21 22 SECTION 2: The City Council of the City of Vernon 23 24 hereby approves the Agreement for Consulting Services, a copy of which has been presented to the City Council concurrently with this resolution, and the city Council hereby orders said Agreement 25 26 to be received and filed by the city Clerk. SECTION 3: The City Council of the City of Vernon 27 28 hereby authorizes the Mayor and the city Clerk to execute said . ~ 1 Agreement for, and on behalf of, the City of Vernon. 2 SECTION 4: The City Clerk of the City of Vernon shall 3 certify to the passage of this resolution, and thereupon and 4 thereafter the same shall be in full force and effect. 5 6 APPROVED AND ADOPTED this 16th day of April, 1996. 7 ~~~~. ~_.J EONIS . C. MAL G, May r 8 ATTEST: n -/~ 9 BRUCE V. MALKENHORST, City Clerk 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -2- .. .. 1 STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) 2 3 I, BRUCE V. MALKENHORST, City Clerk of the City of 4 Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 6778, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, April 16, 1996, and thereafter was duly' signed by the 5 6 7 8 Mayor of the City of Vernon. 9 ~./~ BRUCE V. MALKENHORST, City Clerk 10 11 (SEAL) 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- ... ~~o 677c? EXECUTION COPY 1 AGREEMENT FOR CONSULTING SERVICES 2 THIS AGREEMENT is made, entered into and executed in 3 duplicate originals, either copy of which may be considered and 4 used as the original hereof 5 day of ~ 6 BY AND BETWEEN 7 8 AND of this /y~ for all purposes, as , 1996, THE CITY OF VERNON, hereinafter referred to as the "City," 4305 Santa Fe Avenue Vernon, CA 90058 9 MELVYN GREEN AND ASSOCIATES, INC., hereinafter referred to as "Consultant" 21307 Hawthorne Blvd., Ste. 250 Torrance, CA90503 10 11 12 RECITALS 13 14 WHEREAS, the Consultant has prepared and presented to the City a proposal to provide consulting services for structural plan review; and 15 16 Green 17 and 18 19 WHEREAS, the City has previOUSly contracted with Melvyn and Associates to provide consulting services for the City; WHEREAS, the Consultant in such capacity has demonstrated specialized knowledge and experience with building codes, plan 20 21 22 review and structural engineering. NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS: 23 24 SECTION 1: CONSULTANT'S SERVICES. The Consultant shall, upon request by the city, perform the 25 26 following services: 27 (a) Structural plan review. (b) Other special structural consultation as requested 28 in writing by City staff. ", 1 SECTION 2: TIME SCHEDULE. 2 The Consultant agrees to perform all services, after 3 request by the City, in a timely and efficient manner. 4 SECTION 3: COMPENSATION AND REIMBURSEMENT. 5 The City agrees to pay the Consultant for its services 6 hereunder and the Consultant agrees to work for 50% of the plan 7 check fee charged by the City where the fee exceeds $200.00 and 80% 8 of the plan check fee where the fee is $200.00 or less. The fee 9 includes the cost of shipping plans from Consultant to City. For 10 special consulting the fee shall be $125 per hour including travel 11 time where applicable. 12 The Consultant shall bill monthly for services rendered 13 during the period. The City shall reimburse the Consultant for 14 reproduction costs of all copies of documents over and above the 15 original documents required to provide the services hereunder. 16 SECTION 4: INDEPENDENT CONTRACTOR. 17 The Consultant shall be an independent contractor, and 18 shall have no power to incur or to cause to be incurred any debt or 19 obligation for or on behalf of the City. Neither the City nor any of 20 its officers, agents or employees shall have any control over the 21 conduct of the Consultant, or any of the Consultant's employees, 22 except as herein set forth, and the Consultant expressly warrants 23 not to represent, at any time or in any manner, that it, or any of 24 its agents, servants or employees, are agents, servants or employees 25 of the city. The Consultant's obligations to the City are solely 26 prescribed by this Agreement. 27 SECTION 5: CONSULTANT REPRESENTATIVES. 28 Melvyn Green shall be principally responsible for the -2- 1 Consultant's obligations under this agreement. Designation of 2 another responsible principal or project manager by the Consultant 3 shall not be made without the prior written consent of the City. 4 SECTION 6: CITY LIAISON. 5 The Consultant shall perform under the general supervision 6 of the City Engineer or its designee, and all communications, 7 instructions and directions on the part of the City shall be 8 communicated exclusively through the City Engineer or its "designee. 9 SECTION 7: PERSONNEL. 10 The Consultant represents that it has, or shall secure at 11 its own expense, all personnel required to perform the Consultant's 12 services under this Agreement, and at all times shall be responsible 13 for the services of such personnel. The Consultant may not employ 14 any sub~consultants without the prior written approval of the city. 15 SECTION 8: DATA AND SERVICES BY CITY. 16 All information, data, records, reports and maps in the 17 possession of the City necessary for the carrying out of the work to 18 be performed under this Agreement shall be available to the 19 Consultant without charge. The City has responsibility for the 20 maintenance of all files and the Consultant shall have access to the 21 said files during normal City business hours. 22 SECTION 9: OWNERSHIP OF DOCUMENTS. 23 The City and the Consultant agree that all documents, data, 24 studies, surveys, drawings, maps, models, photographs, and reports 25 prepared as a result of this Agreement shall be the sole property of 26 the city. All such information prepared or assembled by the 27 Consultant in connection with the performance of its services 28 pursuant to this Agreement is confidential until released by the -3- 1 City to the public and the Consultant agrees that such documents 2 shall not be available to any individual or organization without the 3 written consent of the City prior to such release. All such 4 reports, information, data and exhibits shall be delivered to the 5 City upon demand. No reports, maps, or other documents produced in 6 whole or in part under this Agreement shall be the subject of an 7 application for copyright by or on behalf of the Consultant. 8 SECTION 10: INTERESTS OF CONSULTANT. 9 The Consultant affirms that it presently has no interest 10 and shall not have any interest, direct or indirect, in any real 11 property in the City or any other interest which would conflict in 12 any manner with performance of the services contemplated by this 13 Agreement. No person having such interest shall be employed by or be 14 associated with the Consultant. 15 SECTION 11: INDEMNITY AND INSURANCE. 16 The Consultant shall hold harmless and indemnify the City 17 against any and all obligations or liabilities whatsoever arising 18 out of the Consultant's performance of this Agreement. The 19 Consultant agrees to provide insurance in the amounts and forms 20 specified in Exhibit A, which is attached hereto and made a part 21 hereof by reference. 22 The Consultant shall not commence performance of its 23 services under this Agreement until the above insurance has been 24 obtained and proof of insurance has been filed with and approved by 25 the City. 26 SECTION 12: GENERAL TERMS AND CONDITIONS. 27 1. Termination. 28 Ei ther party may terminate this Agreement at any time -4- 1 ordinances, and codes of the Federal, state and local government. 2 5. Equal Emplovment Opportunitv. 3 During the performance of this Agreement, the consultant 4 agrees as follows: 5 a) The Consultant will not discriminate against 6 any employee or applicant because of race, creed, sex, color or 7 national origin. The Consultant will take affirmative action to 8 ensure that applicants are employed, and that employees are treated 9 during employment, without regards to their race, creed, sex, color 10 or national origin. Such action shall include, but not be limited 11 to, the following: employment, upgrading, demotion, or transfer; 12 recruitment or recruitment advertising; layoff or termination; rates 13 of payor other form of compensation; and selection for training, 14 including apprenticeship. The Consultant agrees to post in 15 conspicuous places, available to employees and applicants for 16 employment, notices to be provided by the City of the provisions of 17 this nondiscrimination clause. 18 b) The Consultant will, in all solicitations or 19 advertisements for employees placed by or on behalf of the 20 Consultant, state that all qualified applicants will receive 21 consideration for employment without regard to race, creed, color, 22 sex or national origin. 23 c) The Consultant will cause the foregoing 24 provisions to be inserted in all subcontracts for any work covered 25 by this contract so that such provisions will be binding upon each 26 subcontractor, provided that the foregoing provisions shall not 27 apply to contracts for standard commercial supplies or raw 28 materials. -6- 1 'without cause by giving at least ten (10) days notice in writing to 2 the other. If the Agreement is terminated as provided herein, the 3 Consultant will be paid for the services provided and expenses 4 incurred up to the date of termination. In such event, all finished 5 or unfinished documents, data, studies, surveys, drawings, maps, 6 models, photographs, and reports prepared by the Consultant under 7 this Agreement shall, at the option of the City, be delivered to the 8 city. Notwithstanding the foregoing, the Consultant shall not be 9 relieved of liability to the city for damage sustained by the City 10 by virtue of any breach of this Agreement by the Consultant. 11 2. Chanaes. 12 The City may, from time to time, request in writing changes 13 in the scope of the services of the Consultant to be performed 14 hereunder. Any other modif ications to this Agreement including, any 15 increase or decrease in the amount of the Consultant compensation, 16 which are mutually agreed upon by and between the City and the 17 Consultant, shall only be made by written amendments to this 18 Agreement approved by the City Council. 19 3. Assiqnabilitv. 20 The Consultant shall not assign any interest in this 21 Agreement, and shall not transfer any interest in the same, without 22 the prior written consent of the City thereof. Notwithstanding the 23 foregoing, claims for money by the Consultant against the City under 24 this Agreement may be assigned to a bank, trust company, or other 25 financial institution without such approval. Written notice of any 26 such assignment or transfer shall be furnished promptly to the city. 27 4. Compliance with Applicable Laws. 28 The Consultant shall comply with all applicable laws, -5- 1 d) The Consultant shall comply with all applicable 2 equal employment opportunity laws, regulations and orders. The 3 Consultant shall permit access to its books, records, and accounts 4 by the City and any other applicable pUblic agency for purposes of 5 investigation to ascertain compliance with such laws, regulations, 6 and orders. 7 SECTION 13: PERIOD OF CONTRACT. 8 The period of this Agreement shall be for one (1) year, and 9 shall be renewed annually, unless terminated earlier as provided by 10 this Agreement. 11 SECTION 14: ENFORCEMENT OF AGREEMENT. 12 Should either party hereto bring suit to enforce the terms 13 of this Agreement, any judgment awarded shall include court costs 14 and reasonable attorney's fees to the successful party. 15 SECTION 15: ENTIRE AGREEMENT. 16 This Agreement constitutes the whole agreement between the 17 parties hereto with respect to the subj ect matter hereof, and 18 nei ther party nor any of its agents or employees has made any 19 representation, except as specifically provided. Neither party, in 20 executing or performing this Agreement is relying upon any statement 21 of information to whomsoever made or given, directly or indirectly, 22 verbally or in writing, by any individual or corporation, except as 23 specifically provided herein. 24 III 25 III 26 III 27 III 28 III -7- 1 IN WITNESS WHEREOF, the City and the Consul tant have 2 executed this Agreement as of the date first hereinabove set forth. 3 4 5 6 7 AT4: BRUCE V. 8 9 APPROVED AS TO FORM: 10 11 ~~~~~L _ D VID B. BEL Y, C1ty~ttorney 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 THE CITY OF VERNON BY: ~~. ../ EONIS C. MAL G, May r -8- . . EXHIBIT A INSURANCE SCHEDULE (CONTRACTOR) The Contractor shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): Hazards Coverage and Limits BodilY Iniury Prooerty Damage Each Person Each Accident Each Accident I. Automobile Liability Owned Automobiles Hired Automobiles Non~Owned Automobiles Workers' Comoensation Emoloyers' Liability $ 500,000 $1,000,000 $ 500,000 $ 500,000 $1,000,000 $ 500,000 $ 500.000 $1.000,000 $ 500.000 $ statutory $1.000.000 oer emoloyer II. General and Professional Liability Contract Liability $2.000.000 Professional Liability $ 250.000 $2.000.000 $ 250.000 $2.000.000 $ 250,000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under this Agreement. 4. Such other endorsement as may be required by addendum hereto. b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Certification of the followinq oroofs bY the insurance agent or broker will not be acceoted: X For each policy, a notarized 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. A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT A A-1 CITY COUNCIL DAVID B. BREARLEY City Attorney LEONIS C. MALBURG Mayor FAX: (818) 330-5818 THOMAS A. YBARRA S. KEVIN WILSON Mayor Pro-Tem Acting Director of Community Services & Water FAX: (213) 588-2761 Wm. "BILL" DAVIS Councilman KENNETH J. DeDARIO Director of Light & Power H. "LARRY" GONZALES FAX: (213) 583-1983 Councilman DAVE TELFORD W. MICHAEL McCORMICK Fire Chief Councilman FAX: (213) 581-1385 BRUCE V. MALKENHORST CITY HALL LOUIS ROSENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 April 23, 1996 Mr. Melvyn Green Melvyn Green and Associates 21307 Hawthorne Boulevard, Suite 250 Torrance, California 90503 Re: Agreement for Consulting Services Dear Mr. Green: Enclosed herewith for your records is a fully executed duplicate original of the above referenced agreement. If you should have any questions, please do not hesitate to contact Mr. Kevin Wilson. Very truly yours, CITY OF VERNON Gloria J. Orosco Chief Deputy City Clerk GJO/hr Enclosure cc: Kevin Wilson (w/encl.) Director of Community Services CITY COUNCIL DAVID B. BREARLEY LEONIS C. MALBURG City Attorney Mayor FAX: (818) 330-5818 THOMAS A. YBARRA S. KEVIN WILSON Mayor Pro-Tem a Acting Director of Community Services & Water Wm. "BILL" DAVIS FAX: (213) 588-2761 Councilman KENNETH J. DeDARIO H. "LARRY" GONZALES Director of Light & Power Councilman FAX: (213) 583-1983 W. MICHAEL McCORMICK DAVE TELFORD Councilman Fire Chief CITY HALL FAx: (z13> 581-1385 BRUCE V. MALKENHORST LOUIS ROSENKRANTZ City Administrator/City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief FAX: (213) 581-7924 TELEPHONE (213) 583-8811 FAX: (213) 581-1178 April 11, 1996 City Council City of Vernon Honorable Members: Transmitted herewith is an Agreement for Consulting Services with Melvyn Green and Associates to provide structural plan review services and structural consultation as requested by staff. This has been reviewed by the Director of Community Services and the City Attorney, and it is hereby recommended that the agreement be approved and executed. Very .truly yours,- ~'J Bruce V. Malkenhorst City Clerk BVM/hr council\ltr i%n~ alal~~~~® CERTIFICATE O'F INSURANCE IS8UE DATE (MM/DD/YY) 8 21 96 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE ACORDIA OF SOUTHERN POLICIES BELOW. CALIFORNIA INC. COMPANIES AFFORDING COVERAGE P O BOX 19570 IRVINE CA 92713 coMPANv LETTER A COMMERCIAL UNION. ' COMPANY LETTER B INSURED COMMERCIAL UNION MELVYN GREEN & ASSOC coMPANv SUITE 250 LETTER C 21307 HAWTHORNE BLVD COMPANY TORRANCE CA 90503 LETTER D COMPANY E LETTER CONTINENTAL CASUALTY COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW. HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO ; TYPE OF INSURANCE POLICY NUMBER 'POLICY EFFECTIVE :POLICY EXPIRATION: LIMIT'S LTR ; ' DATE.(MM/DD/YY) DATE (MM/DD/YY) GENERAL LIABILITY ; FALH 813 8 3 8 ; 8/ 15/ 9 6 8/ 15/ 9 7 ;GENERAL AGGREGATE $ 2 ~ O O O~ O O O :COMMERCIAL GENERAL LIABILITY PRODUCTSCOMP/OP AG(.,. $1 O O O O O O t r................ :CLAIMS MADE', X ;OCCUR. `PERSONAL 8 ADV. INJURY $1 ~ OOO ~ OOO OWNER'S S CONTRACTOR'S PROT. EACH OCCURRENCE $1 , 0 0 0, O O O FIRE DAMAGE (Any one tire) $1 O O O 0 O MED. EXPENSE (Airy one person) $j O O O AuroMOBILE uABlLrrr FALH813 8 3 $ 8/ 15/ 9 6 8/ 15/ 9 7 ;COMBINED sINGLE LIMIT $ ANY AUTO 1,000,000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS ! (Per person) X HIRED AUTOS \ BODILY INJURY (Pe axideM) X ; NON•OWNED AUTOS 1 r i GARAGE LIABILITY ~ $ PROPERTY DAMAGE $ EXCESS LIABILITY ~ 'EACH OCCURRENCE $ UMBRELLA FORM \ , AGGREGATE $ :OTHER THAN UMBRELLA FO M ~ ~ STATUTORY LIMITS WORKER'S COMPENS,1 ON ~ , EACH ACCIDENT $ AND , DISEASE••POLICY LIMIT i $ EMPLOYERS' LIABILITY ! DISEASE••EACH EMPLOYEE : $ OTHER AEN113823759 ~ /9.7 'LI 250,000 PROF LIABILITY ~ ' DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS PROFESSIONAL LIABILITY LIMIT IS PER CLAI, POLICY AGGREGATE C~RTIFICAT~ HO~DE~R CANCELLATION> SHOULD ,ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CITY OF VERNON LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR ATTN: KEVIN WILSON LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. 4365 SANTA FE AVE VERNON CA 90058 ' AUTHORU~D REPRESENTATIVE ~ SHERRY YOUNG FOR ACORDIA Y ACOFtD 25`=5 (7/90) ! ©ACbFIp CbRP(1RA'flbN 19$0 ~ EXECUTION COPY 1 AGREEMENT FOR CONSULTING SERVICES 2 THIS AGREEMENT is made, entered into and executed in 3 duplicate originals, either copy of which may be considered and 4 used as the original hereof for all purposes, as of this 5 day of ~ 1996, 6 BY AND BETWEEN THE CITY OF VERNON, hereinafter referred to as the "City," 7 4305 Santa Fe Avenue Vernon, CA 90058 8 AND MELVYN GREEN AND ASSOCIATES, 9 INC., hereinafter referred to as "Consultant" 10 21307 Hawthorne Blvd., Ste. 250 Torrance, CA 90503 11 RECITALS 12 WHEREAS, the Consultant has prepared and presented to the 13 City a proposal to provide consulting services for structural plan 14 review; and 15 WHEREAS, the City has previously contracted with Melvyn 16 Green and Associates to provide consulting services for- the City; 17 and 18 WHEREAS, the Consultant in such capacity has demonstrated 19 specialized knowledge and experience with building codes, plan 20 review and structural engineering. 21 NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS, 22 THE PARTIES HERETO AGREE AS FOLLOWS: 23 SECTION 1: CONSULTANT'S SERVICES. 24 The Consultant shall, upon request by the City, perform the 25 following services: 26 (a) Structural plan review. 27 (b) Other special structural consultation as requested 28 in writing by City staff. l SECTION 2: TIME SCHEDULE. 2 The Consultant agrees to perform a.ll services, after 3 request by the City, in a timely and efficient manner. 4 SECTION 3: COMPENSATION AND REIMBURSEMENT. 5 The City agrees to pay the Consultant for its services g hereunder and the Consultant-agrees to work for 50% of the plan q check fee charged by the City where the fee exceeds $200.00 and 80% g of the plan check fee where the fee is $200.00 or less. The fee g includes the cost of shipping plans from Consultant to City. For 10 special consulting the fee shall be $125 per hour .including travel 11 time where applicable. 12 The Consultant shall bill monthly for services rendered 13 during the period. The City shall reimburse .the Consultant for 14 reproduction costs of all copies of documents over and above the 15 original documents required to provide the services hereunder. 16 SECTION 4: INDEPENDENT CONTRACTOR. 17 The Consultant shall be an independent contractor, and lg shall have no power to incur or to cause to be incurred any debt or 19 obligation for or on behalf of the City. Neither the City nor any of 20 its officers, agents or employees shall have any control over the 21 conduct of the Consultant, or any of the Consultant's employees, 22 except as herein set forth, and the Consultant expressly warrants 23 not to represent, at any time or in any manner, that it, or any of 24 its agents, servants or employees, are agents, servants or employees 25 of the City. The Consultant's obligations to the City are solely 26 prescribed by this Agreement. 27 SECTION 5: CONSULTANT REPRESENTATIVES. 28 Melvyn Green shall be principally responsible for the -2- 1 Consultant's obligations under this agreement. Designation of 2 another responsible principal or project manager by the Consultant 3 shall not be made without the prior written consent of the City. 4 SECTION 6: CITY LIAISON. 5 The Consultant shall perform under the general supervision 6 of .the City Engineer or its designee, and all communications, 7 instructions and directions on the part of the City shall be 8 communicated exclusively through the City Engineer or its designee. g SECTION 7: PERSONNEL. 10 The Consultant represents that it has, or shall secure at 11 'its own expense, all personnel required to perform the Consultant's 12 services under this Agreement, .and at all times shall be responsible 13 for the services of such personnel. The Consultant may not employ 14 any sub-consultants without the prior written .approval of the City. 15 SECTION 8: DATA AND SERVICES BY CITY. 16 All information, data, records, reports and maps in the 17 possession of the City necessary for the carrying out of the work to 18 be performed under this Agreement shall be available to the lg Consultant without charge. The City has responsibility for the 20 maintenance of all files and the Consultant shall have access to the 21 said files during normal City business hours. 22 SECTION 9: OWNERSHIP OF DOCUMENTS. 23 The City and the Consultant agree that all documents, data, 24 studies, surveys, drawings, maps, models, photographs, and reports 25 prepared as a result of this Agreement shall be the sole property of 26 the City. All such information prepared or assembled. by the 27 Consultant in connection with the performance of its services 28 pursuant to this Agreement is confidential until released by the -3- 1 City to the public and the Consultant agrees that such. documents 2 shall not be available to any individual or organization without the 3 written consent of the City prior to such release. All such 4 reports, information, data and exhibits shall be delivered to the 5 City upon demand. No reports, maps, or other documents produced in 6 whole or in part under this Agreement shall be the subject of an 7 application for copyright by or on behalf of the Consultant. 8 SECTION 10: INTERESTS OF CONSULTANT. 9 The Consultant affirms that it presently has no interest 10 and shall not have any interest, direct or indirect., in any real. 11 property. in the City or any other interest which would conflict in 12 any manner with performance of the services contemplated by this 13 .Agreement. No person having such interest shall be employed by or be 14 associated with the Consultant. 15 SECTION 11: INDEMNITY AND INSURANCE. 16 The Consultant shall hold harmless and indemnify the City 17 against any and all obligations or liabilities whatsoever arising lg out of the Consultant's performance of this Agreement. The 19 Consultant agrees to provide insurance in the amounts and forms 20 specified in Exhibit A, which is attached hereto and made a part 21 hereof by reference. 22 The Consultant shall not commence performance of its 23 services under this Agreement until the above insurance has been 2¢ obtained and proof of insurance has been filed with and approved by 25 the City. 26 SECTION 12: GENERAL TERMS AND CONDITIONS. 27 1. Termination. 28 Either party may terminate this Agreement at any time -4- 1 without cause by giving at least ten (10) days notice in writing to 2 the other. If the Agreement is terminated as provided herein, the 3 Consultant will be paid for the services provided and expenses 4 incurred up to the date of .termination. In such event, all finished 5 or unfinished documents, data, studies, surveys, drawings, maps, 6 models, photographs,. and reports prepared by the Consultant under 7 this Agreement shall, at the option of the City, be delivered to the 8 City. .Notwithstanding the foregoing, the Consultant shall not be 9 relieved of liability to the City for damage sustained by the City 10 by virtue of any breach of this Agreement by the Consultant. 11 2. Changes. 12 The City may, from time to time, request in writing changes 13 in the scope of .the services of the Consultant to be performed 14 hereunder. Any other modifications to this Agreement including, any 15 increase or decrease in the amount of the Consultant compensation, 16 which are mutually agreed-upon by and between the City and the 17 Consultant, shall only be made by written amendments to this 18 Agreement approved by the City Council. lg 3. Assignability. 20 ~ The Consultant shall not assign any interest in this 21 Agreement, and shall not transfer any interest in the same, without 22 the prior written consent of the City thereof. Notwithstanding the 23 foregoing, claims for money by the Consultant against the City under 24 this Agreement may be assigned to a bank, trust company, or other 25 financial institution without such approval. Written notice of any 26 such assignment or transfer shall be furnished promptly to the City. 27 4. Compliance with Applicable Laws. 28 The Consultant shall comply with all applicable laws, -5- 1 ordinances, and codes of the Federal, State and local government. 2 5. Eaual Employment Opportunity. 3 During the performance of this Agreement, the Consultant 4 agrees as follows: 5 a) The Consultant will not discriminate against 6 any employee or applicant because of race, creed, sex, color or 7 national origin. The Consultant will take affirmative action to 8 ensure. that applicants are employed, and-that employees are treated g during employment, without regards to their race, creed, sex, color 10 or national origin. Such action shall include, but not be limited 11 to, the following: employment, upgrading, demotion, or transfer; 12 recruitment or recruitment advertising; layoff or termination; rates 13 of pay or other form of compensation; and selection for training., 14 including apprenticeship. The Consultant agrees to post in 15 conspicuous places, available to employees and applicants for. 16 employment, .notices to be provided by the City of the provisions of 17 this nondiscrimination clause. lg b) The Consultant will, in all solicitations or lg advertisements for employees placed by or on behalf of the 20 Consultant, state that all qualified applicants will receive 21 consideration for employment without .regard to race, creed, color, 22 sex or national origin. 23 c) The Consultant will cause the foregoing 24 provisions to be inserted in all subcontracts for any work covered 25 by this contract so that such provisions will be binding upon each 26 subcontractor, provided that the foregoing provisions shall not 27 apply to contracts for standard commercial supplies or raw 28 materials. -6- 1 d) The Consultant shall comply with all applicable 2 equal employment opportunity laws, regulations and orders. The 3 Consultant shall permit access to its books, records, and accounts 4 by the City and any other applicable public agency for purposes of 5 investigation to ascertain compliance with such laws, regulations, 6 and orders. 7 .SECTION 13: PERIOD OF CONTRACT. 8 The period of this Agreement shall be for one (1) year, and g shall be renewed annually, unless terminated earlier as provided by 10 this Agreement. 11 SECTION 14: ENFORCEMENT OF AGREEMENT. 12 Should either party hereto bring suit to enforce the terms 13 of this Agreement, any judgment awarded shall include court costs 14 and reasonable attorney's fees to the successful party. 15 SECTION 15: ENTIRE AGREEMENT. 16 This Agreement constitutes the whole agreement between the 17 parties hereto with respect to the subject matter hereof, and lg neither party nor any of its agents or employees has made any 19 representation, except as specifically provided. Neither party, in 20 executing or performing this Agreement is relying upon any statement 21 of information to whomsoever made or given, directly or indirectly, 22 verbally or in writing, by any individual or corporation, except as 23 specifically provided herein. 24 25 26 27 28 -7- _ I 1 IN WITNESS WHEREOF, the City and the Consultant have 2 executed this Agreement as of the date first hereinabove set forth. 3 THE CITY OF VERNON 4 5 BY : EONIS C. MALB G, May r 6 ATTES / 7 ~i~. 8 BRUCE V. MALKENHORST, City Clerk 9 APPROVED AS TO FORM: 10 11 DAVID B. BREA L Y, City ttorney 12 1 13 MELVYN GREEN ~ ASSOCIATES, INC. 14 ~ BY : ~ ' 15 el ~ reen, Principal 16 17 18 19 20 21 22 23 24 25 26 27 28 -8- EXHIBIT A INSURANCE SCHEDULE (CONTRACTOR) The Contractor shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I• Coverage and Limits Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000. $1,000,000 $ 500,000 Non-Owned Automobiles $ 500 000 $1 000 000 $ 500 000 Workers' Compensation $ Statutory Emnloyers' Liability $1 000 000 per employer II. General and Professional Liability Contract Liability $2 000 000 $2 000 000 $2 000 000 Professional Liability $ 250 000 $ 250 000 $ 250 000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under this Agreement. 4. Such other endorsement as may be required by addendum hereto. b. In addition to the standard certificate of insurance, .proof of general and professional .liability coverage shall be furnished in the -form ,checked below. Certification of the following proofs by the insurance agent or broker will not be accepted: X For each policy, a notarized 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. A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT' A A-1 %nr AIDI11:11® CERTI~IC~ATE OF INSURANCE ~~EDA7E (IdM/l)°"'' 8 21 96 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE ACORDIA OF SOUTHERN POLICIES BELOW. CALIFORNIA INC. COMPANIES AFFORDING COVERAGE P O BOX 19.570 IRVINE CA 92713 :COMPANY A LETTER COMMERCIAL UNION COMPANY B INSURED LETTER COMMERCIAL UNION MELVYN GREEN & ASSOC coMPANv SUITE 250 LETTER C 21307 HAWTHORNE BLVD COMPANY TORRANCE CA 9 0 5 0 3 LETTER D E COMPANY E LETTER CONTINENTAL CASUALTY 'COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW. HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO ; TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE 'POLICY EXPIRATION' LIMITS LTfl; ~ DATE (MM/DD/YY) DATE (MMiOD/YY) GENERAL LIABILTY i FALHB 13 8 3 8 8/ 15/ 9 6 ; 8/ 15/ 9 7 :GENERAL AGGREGATE $2 , 0 0 0~ O O O X :COMMERCIAL GENERAL LIABILITY P ODUCTS-COMP/OP AGG O R .....;$1 I..~.~ CLAIMS MADE X ;OCCUR. ; PERSONAL $ ADV. INJURY ; $ ~ O O O ~ O O O :OWNER'S $-0ONTRACTOR'S PROT. EACH OCCURRENCE $1 O O O O O O FIRE DAMAGE (Any one fire) $1 O O , O O O :MED. EXPENSE (Any one person) : $ 5 O O O AuroMOBILE unBILITY FALH$13 8 3 8 8/ 15/ 9 6 8/ 15/ 9 7 ConnBweD SINGLE ANY AUTO LIMIT . $.1, 000, 00.0... ALL OWNED AUTOS ;BODILY INJURY SCHEDULED AUTOS ! (Per person) $ X :HIRED AUTOS DILY IN U BO J RY $ X i NON-OWNED AUTOS (Per eCCident) GARAGE LIABILITY i PROPERTY DAMAGE $ :EXCESS LIABILTY EACH OCCURRENCE $ UMBRELLA FORM :AGGREGATE $ OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION 'STATUTORY LIMITS EACH ACCIDENT _ .............._i.$ AND ' DISEASE••POLICY LIMIT ; $ EMPLOYERS' LIABILITY DISEASE••EACH EMPLOYEE $ OTHER AEN113823759 ; 8/15/96 8/15/9.7 I,I 250, 000 PROF LIABILITY DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL REMS PROFESSIONAL LIABILITY LIMIT IS PER CLAIM & POLICY AGGREGATE CERTIFICATTB HOLDER CANCELLATION SHOULD,ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CITY OF VERNON LEFT, .BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR ATTN: KEVIN WILSON LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. 4 3 65 SANTA FE AVE AUTHORD~D REPRESENTATIVE VERNON CA 90058 SHERRY YOUNG FOR ACORDIA Y ACOaD 25-5 (7/90)'.', ``pA~CSFtD Cp.F1pOFiA1`ION 1990'i