Loading...
Resolution No. 71451 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. 7145 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND KLEINFELDER, INC. RELATING TO ENGINEERING SERVICES FOR YBARRA SUBSTATION WHEREAS, the City of Vernon desires to retain consulting services to provide geotechnical and environmental services relating to conditions at Ybarra Substation; and WHEREAS, Kleinfelder, Inc. is a licensed engineering firm which has specialized knowledge and experience with transmission distribution systems and is qualified to provide such services; and WHEREAS, the Director of Light and Power has recommended that the City of Vernon enter into an agreement with Kleinfelder, Inc. to provide consulting services regarding geotechnical and environmental conditions at Ybarra Substation. 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 Professional. Consulting Services Agreement with Kleinfelder, Inc. for engineering services for Ybarra Substation, 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. 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 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. 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. APPROVED AND ADOPTED this 2nd day of June, 1998. ATTE,ST/:' BRUCE V. MALKENHORST, City Clerk -2- " EONIS C. MALB G, Mayo 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 STATE OF CALIFORNIA )ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7145, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, June 2, 1998, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk -3- EXECUTION COPY 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 CONSULTING SERVICES AGREEMENT t THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 2nd'day of June, 1998, in the City of Vernon, California, BY AND BETWEEN THE CITY OF VERNON, (hereinafter "City") 4305 Santa Fe Avenue Vernon, California, 90058 AND KLEINFELDER, INC. (hereinafter "Consultant") 5165 A Uplander Way Culver City, California 90230 RECITALS: 1. Scope of Services. Consultant shall perform services as outlined in the Proposal No. 58-YP8252, dated May 14, 1998, revised May 20,.1998, which is made a part hereof by reference. Consultant's services shall commence upon signing of this Agreement and shall be completed by not later than thirty (30) days from issuance of a purchase order, unless terminated or extended. 2. Compensation. The City shall compensate the Consultant in a total sum not to exceed Seven Thousand Nine Hundred Sixteen Dollars and No Cents ($7,916.00). Expenses may be billed but only if given advance approval in writing by the City Administrator. Within thirty (30) days after the last day of any month in which services have been performed or costs incurred hereunder, the Consultant shall submit an invoice to the City stating the amount due. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days. . . 4 1 3. Independent Contractor. At all times during the term 2 of this Agreement, the Consultant shall be an independent 3 contractor and shall not be an employee of the City. The City 4 shall have the right to control the 'consultant only insofar as the 5 results of the Consultant's services rendered pursuant to this 6 Agreement; however, the City shall not have the right to control 7 the means by which the Consultant accomplishes services rendered 8 pursuant to the Agreement except to the extent that such services 9 involve the use of City of Vernon property or Confidential 10 Information. 11 4. Consultant Not Agent. Except as the City may specify 12 in writing, the consultant shall have no authority, express or 13 implied, to act on behalf of the City in any capacity whatsoever 14 as an agent. The Consultant shall have no authority, expressed or 15 implied, pursuant to this Agreement to bind the City to any 16 obligation whatsoever. 17 '5. Products of Consulting. All products of consulting 18 services with the exception of computer software developed by the 19 Consultant, shall become the property of the City and shall be 20 delivered to the City before the end of the performance of this 21 Agreement. However, computer software shall remain the property 22 of the Consultant, except for the City's continued right to use 23 said software at no extra cost. City will indemnify consultant 24 from any liability and damages that result from misuse of 25 documents. 26 6. Indemnification. The Consultant shall indemnify, 27 defend, protect and hold the City and its officers, agents and 28 employees, free and harmless from and against any and all claims, -2- 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 demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and costs of defense to the extent arising, directly or indirectly, in whole or in part, out of the negligent services or willful misconduct performed under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. 7. Insurance. Consultant agrees to provide and maintain insurance in the following amounts and forms (combined single limit acceptable): Coverage and Limits Bodily Iniury Property Damaae •t Type Ea. Person Ea. Accident Ea. Accid sn 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 Employers' Liability $1,000,000 per employer General and Professional Liability Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Contract Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $ 500,000 $ 500,000 $ 500,000 City agrees to limit the liability of Consultant due to professional liability to $500,000. The general liability policy shall contain the special endorsements which shall be noted on or attached to the standard certificate of insurance, (a) naming the City of Vernon, its officers, and employees as insureds under the policy, and (b) providing coverage for all operations under this Agreement -3- 1 2 3 4 5 6 7 81 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The Consultant shall submit to the City certificates indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. The certificate shall state that such policies of insurance shall not be materially changed, terminated or allowed to expire except on thirty days' prior written notice to City; and (b) replace such certificates for policies expiring prior to completion of work under this Agreement. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form of either (a) 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 signatory is an officer authorized to so certify, or (b) a copy of each policy certified by an officer of the underwriter or carrier and notarized. Certification of the foregoing proofs by an insurance agent or broker will not be accepted. 8. Confidential Information A. Access to Confidential Information. The City of Vernon may provide Consultant with certain information not legally subject to public disclosure concerning the City of Vernon, or businesses located in the City of Vernon. Such information shall be known as "Confidential Information." B. No Disclosure. Consultant shall return any written Confidential Information, and all copies made of such items, to the City upon the City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information, and any documents provided may be used by Consultant only as authorized by the City or the City of Vernon. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. Consultant shall immediately notify the City of any court order or subpoena -4- 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 requiring disclosure of Confidential Information, and shall cooperate with City's legal counsel in responding to hny such order or subpoena. Consultant may only disclose such Confidential Information after legal counsel has exhausted any lawful and timely appeal or challenge. D. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach, the City would have no adequate remedy at law. 9. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 10. Termination. This Agreement may be terminated by the City on ten (10) days written notice to the Consultant. The Consultant shall be entitled to the compensation earned by it prior to the date of the termination notice, computed pro rata=up to and including that date, plus compensation for work performed during the thirty -day notice period and authorized in the termination notice. 11. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed hinder the laws of the State of California. -5- 7 8 9 10 11 12 13 14 15 16 17 18 191 20 21 22 23 24 25 26 27 28 12. Attorneys' Fees. In the event that it becomes necessary for either party to this Agreement to enforbe any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix reasonable attorneys' fees to be paid to the successful litigant. 13. Notices. Notices to the parties unless otherwise requested in writing shall be sent to the addresses listed on the first page of this Agreement. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the date first hereinabove set forth ATTESTS By: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: By: DAVID B. BREARLEY, City Attorney CITY OF VERNON By: LEONIS C. MALBURG, Mayor KUIE D R, INC. By: Name:Cli Title: �CSid�l1 'CZG r— By: Name:.�e Title: (tia�a ,ram r SUPPORTING DOCUMENTS CFFY COUNCIL •• ..`` / LEONIS C. MALBURG C/1 Mayor J? , THOMAS A. YBARRA " Mayor Pro -Tern INS Wm. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City,Clerk FAX:(213)581-7924 FEDERAL EXPRESS CP DAVIIf B. BREARLEY s J 18 City Attorney r _ 5 tll. -lot 0�1\9AX: (818) 330-5818 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (213) 583-8811 May 29, 1998 Kleinfelder, Inc. Attn: Jerry Salontai 9555 Chesapeake Drive #101 San Diego, California 92123 Re: Agreement for Professional Consulting Services Dear Mr. Salontai: KEVIN WILSON of Community Services & Water FAX (213)588-2761 KENNETH J. DeDARIO Director of Light & Power FAX: (213) 583-1983 DAVE TELFORD Fire Chief FAX: (213) 581-1385 LOUIS ROSENKRANTZ Police Chief FAX: (213) 581-1178 Enclosed for signature are duplicate originals of the above - referenced agreement. We are sending them to you per the instructions of Mr. Lutz Kunze of your firm. Please return both signed originals by overnight mail directly to the City of Vernon on or before noon June 2, 1998, to the attention of Bruce V. Malkenhorst, City Administrator. Note that two signatures are required, as follows: (1) chairman of the board, president or any vice president, and (2) secretary, any assistant secretary, CFO or any assistant treasurer. The City will return a conformed original to you once the agreement has been approved by the City Council and has been signed by the City. The agreement is presently scheduled for consideration by the Council at its June 2, 1998 regular meeting. Thank you very much for your assistance in this matter. Very truly yours, DAVID B. BREARLEY City Attorney by Ric rd Morillo Attorney DBB:RJM:nc Enclosures cc: Bruce V. Malkenhorst, City Administrat cc\t-Klenf.ldr • �. 626 330 5818 05127 98. 17.13 FAX -626 330 5818 DAVID B BREARLEY CITY CLERK Z001/010 CITY ALTTORNVEY'S OFFICE CITY OF VERNON 2440 S. Hacienda Blvd., Suite No, 223 Telephone: 626/336-3408 Hacienda Heights, CA 91745-4770 Facsimile: 626/330-58I8 Facsimile Transmittal Cover Sheet DELIVER TO: FAZ DELIVER TO: FAX DELIVER TO: FAX ; DELIVER TO: FAX #: DELIVER TO: FAX #; DATE: FROM: David a. Brearley Eduardo Olivo Richard J Morillo PAGES: i, including this cover sheet SUB3ECT: ,2 ZA i If you do not receive all of the pages, please call Judy or Nancy or Mary Ann COMMENTS This facsimile transmission may contain CONFIDENTIAL INFORMATION, which also may be LEGALLY PRIVILEGED and which is intended only for the use of the addressee(s) named above. If you are not the intended recipient of this facsimile, or the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this facsimile may be strictly prohibited. If you have received this facsimile in error, please immediately notify us by telephone and return the original facsimile to us at the above address via the postal service. Thank you. A RESOLUTION OF THE CiTY COUNC,, L-0f THE CITY OF VERNON-APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR PROFESSIONAL CONSULTING -SERVICES BY AND BETWEEN THE CITY OF VERNON AND KLEINFELDER, INC. RELATING TO THE ENGINEERING SERVICES AT YBARRA STATION WHEREAS, the City of Vernon desires to retain consulting services to provide geotechnical and environmental services relating to conditions at Ybarra Station; and WHEREAS, Kleinfelder, Inc. is a licensed engineering firm which has specialized knowledge and experience with transmission distribution systems and is qualified to provide such services; and WHEREAS, the Director of Light and Power has recommended that the City of Vernon enter into an agreement with Kleinfelder, Inc. to provide consulting services regarding geotechnical and environmental conditions at Ybarra Station. 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 Professional Consulting services Agreement with Kleinfelder, Inc. for engineering services at Ybarra Station, 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 05/27/98 17:15 FAX 626 330 5818 DAVID B BREARLEY -44 CITY CLERK 003/010 Agreement for, and on behalf of, the City of Vernon. 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. APPROVED AND ADOPTED this 19th day of May, 1998. LEONIS C. MALBURG, Mayor ATTEST: BRUCE V. MALKENHORST, City Clerk -2- 05127f98 17:15 FAX 626 330 5918 DAVID B BRF�AlILEY CITY CLERK STATE OF CALIFORNIA ) )SS COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7132, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, May 19, 1998, and thereafter was duly signed ,by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, City Clerk (SEAL) 1 -3- f THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 2nd day of June, 1998, in the City of Vernon, California, BY AND BETWEEN THE CITY OF VERNON, (hereinafter 66 City 11 ) 4305 Santa Fe Avenue Vernon, California, 90058 AND KLEINFELDER, INC. (hereinafter "Consultant") 5765 A Uplander Way Culver City, California 90230 RECITALS: I. Scope of Services. Consultant shall perform services as outlined in the Proposal No. 58-YP8252, dated May 14, 1998, revised May 20, 1998, which is made a part hereof by reference. Consultant's services shall commence upon signing of this Agreement and shall be completed by not later than thirty (30) days from issuance ofnotice to proceed, less terminated or extended. a 2. -Compensation. The City shall compensate the Consultant in a total sum not to exceed Eight Thousand Four Hundred Ninety-six Dollars and No Cents`,96 Expenses may be billed but only if given advance approval in writing by the City Administrator. Within thirty (30) days after the last day of any month in which services have been performed or costs incurred hereunder, the Consultant shall submit an invoice to the City starting the amount due. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days. 05/27%98 17:16 FAX 626 330 5818 DAVID B BREARLEY CITY CLERK fAQB/U1�`. 3. Independent Contractor. At all times during the term of this Agreement, the Consultant shall be an independent contractor and shall not be an employee of the City. The city shall have the right to control the consultant only insofar as the results of the Consultantfs services rendered pursuant to this Agreement; however, the City shall not have the right to control the means by which the Consultant accomplishes services rendered pursuant to the Agreement except to the extent that such services involve the use of City of Vernon property or Confidential Information. 4. Consultant Not Agent. Except as the City may specify in writing, the consultant shall have no authority, express or implied, to act on behalf of the city in any capacity whatsoever as an agent. The Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 5. Products of Consulting. All products of consulting services with the exception of computer software developed by the Consultant, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. However, computer software shall remain the property of the Consultant, except for the City's continued right to use said software at no extra cost. 6. Indemnification. The Consultant shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs and expenses incurred in 05/27/fl6. 7:17 FAX 626 330 5818 pAVID B BREARLEY ��� CITY CLERK �tp /010' 4. connection therewith, including reasonable attorneys' fees and costs of defense arising, directly or indirectly, in whole or in part, out of the services performed under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. 7. Insurance. Consultant agrees to provide and maintain insurance in the following amounts and forms (combined i s ngle limit acceptable): Coverage and Limits Bodily Injury Property Damage TTYL EA_. Person Ea. Accident Ea, 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 Employers' Liability $1,000,000 per employer General and Professional Liability Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,0001000 Products - Completed Operations $1,000,000 $2,000,000 $10000,000 Contract Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $2,000,000 $2,000,000 $2,000,000 The general liability policy shall contain the special endorsements which shall be noted on or attached to the standard certificate of insurance, (a) naming the city of Vernon, its officers, and employees as insureds under the policy, and (b) providing coverage for all operations under this Agreement The Consultant shall submit to the City certificates indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. The certificate shall state,that such policies of insurance shall not be materially changed, terminated or allowed to expire except on thirty days' prior written notice to City; and (b) replace such certificates for policies expiring prior to completion of work under this Agreement. a 05/27/98 17:18 FAX 626 330 581$ .. DAVID B BREARLEY CITY CLERK�D$fOLO% In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form of either.(a) 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 signatory is an officer authorized to so certify, or (b) a copy of each policy certified by an officer of the underwriter or carrier and notarized. certification of the foregoing proofs by an insurance agent or broker will not be accepted. 8. Confidential Information A. Access t-O-Confidential Information. The City of Vernon may provide Consultant with certain information not legally subject to public disclosure concerning the City of Vernon, or businesses located in the City of Vernon. Such information shall be known as "Confidential Information.' 6. No Disclosure. Consultant shall return any written Confidential Information, and all copies made of such items, to the city upon the City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant only as authorized by the City or the City of Vernon. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court ordered Disclosure. Consultant shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with city's legal counsel in responding to any such order or subpoena. consultant may only disclose such Confidential Information after legal counsel has exhausted any lawful and timely appeal or challenge. s Q.g/27 98 17:18 FAX 026 330.5818 DAVID B BREARLEY CITY CLERK; § D. Remedies, In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent, jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach, the cit would h y ave no adequate remedy at law. 9. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 10. Termination. This Agreement may be terminated by the City on ten (10) days written notice to the Consultant.The Consultant shall be entitled to the compensation earned by it prior to the date of the termination notice, computed pro rata up to and including that date, plus compensation for work performed during the thirty -day notice period and authorized in the termination notice. 1.1. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the state of California. 12, Attorneys' Fees. In the event that it becomes necessary for either party to this Agreement to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix reasonable attorneys' fees to be paid to the successful litigant. By: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: By: DAVID B. BREARLEY, City Attorney KLEINFELDER, INC. By: Name: Title: By: Name: Title: k"KLE1 N FELDER June 1, 1998 FEDERAL EXPRESS Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Agreement for Professional Consulting Services Dear Mr. Malkenhorst: In response to Mr. David Brearley's letter dated May 29, 1998, please find enclosed the two signed originals of the above -referenced agreement. Sincerely, KLEINFELDER, INC. Gerry Salontai, PE President/CEO GS/jag Enclosures cc: Mr. David B. Brearley (letter only) Mr. Lutz Kunze KLEINFELDER 9555 Chesapeake Drive, Suite 101, San Diego, CA 92123 (619) 541-1145 CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem Wm. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX: (213) 581-7924 cc, CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (213) 583-8811 May 21, 1998 Finance Committee City of Vernon Honorable Members: DAVID B. BREARLEY City Attorney FAX: (818) 330-5818 KEVIN WILSON Director of Community Services & Water FAX: (213) 588-2761 KENNETH J. DeDARIO Director of Light & Power FAX: (213) 583-1983 DAVE TELFORD Fire Chief FAX: (213) 581-1385 LOUIS ROSENKRANTZ Police Chief FAX: (213) 581-1178 The Light & Power Department is in need of consulting services for geotechnical and environmental investigations at the Ybarra Substation site. Three informal bids were sought for this project. The department is recommending the lowest bidder, Kleinfelder, Inc., at a cost of $7,916.00. Initially, $5,000.00 was budgeted for this project, however, there are sufficient funds to cover the.overage. It is hereby recommended that the City seek the services of Kleinfelder, Inc., at an approximate amount of $7,916.00. Very truly yours, Bruce V. Malkenhorst Director of Finance BVM/gst enclosures To: Ramon Abueg From: Otis Smith �j� ✓ Date: 05/21 /98 RE: Recommendation for Ybarra Substation Geotechnical and Environmental Survey Consultant 1 MEMORANDUM TO: Bruce V. Malkenhorst, City Administrator rf) -1 ROM: Dolores Fonseca, Accountant DATE: May 21, 1998 SUBJECT: Geotechnical and Environmental Investigations Attached for your approval is requisition #46201. The Light & Power Department is in need of consulting services for geotechnical and environmental investigations at the Ybarra Substation site. Three informal bids were sought for this project. The department is recommending the lowest bidder, Kleinfelder, Inc. at a cost of $7,916.00. The amount of $5,000.00 was initially budgeted for this specific job, however there are ample funds to cover the overage. CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro -Tern Wm. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX: (213) 581-7924 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (213) 583-8811 June 10, 1998 Kleinfelder, Inc. 5765 A Uplander Way Culver City, CA 90230 ATT: Mr. Gerald J. Salontai, President RE: Consulting Services Agreement Dear Mr. Salontai: DAVID B. BREARLEY City Attorney FAX: (818) 330-5818 KEVIN WILSON Director of Community Services do Water FAX: (213) 588-2761 KENNETH J. DeDARIO Director of Light cis Power FAX: (213) 583-1983 DAVE TELFORD Fire Chief FAX: (213) 581-1385 LOUIS ROSENKRANTZ Police Chief FAX: (213) 581-1178 Enclosed herewith is an executed duplicate original of the above - referenced agreement for your records. An original has also been retained by this office. Please note that Section 7 of the agreement pertains to the insurance requirements of the City. You must submit the insurance certificates directly to the Risk Management office for their review and approval before you may commence work. If you have any questions pertaining to the agreement please contact Dolores Fonseca in purchasing at (213) 583-8811, ext. 234. Very truly yours, *ri.a RNON Orct City Clerk cc: D. Fonseca, Purchasing J. Francone, Risk Management K. DeDario, Director of Light & Power EXECUTION COPY 1 CONSULTING SERVICES AGREEMENT 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 2nd day 5 of June,i1998, in the City of Vernon, California, 6 BY AND BETWEEN THE CITY OF VERNON, (hereinafter 7 "City") 4305 Santa Fe Avenue 8 Vernon, California, 90058 9 AND KLEINFELDER, INC. (hereinafter "Consultant") 10 5765 A Uplander Way Culver City, California 90230 11 12 RECITALS: 13 1. Scope of Services. Consultant shall perform services 14 as outlined in the Proposal No. 58-YP8252, dated May 14, 1998, 15 revised May 20,..1998, which is made a part hereof by reference. 16 Consultant's services shall commence upon signing of this 17 Agreement and shall be completed by not later than thirty (30) 18 days from issuance of a purchase order, unless terminated or 19 extended. 20 2. Compensation. The City shall compensate the 21 Consultant in a total sum not to exceed Seven Thousand Nine 22 Hundred Sixteen Dollars and No Cents ($7,916.00). Expenses may be 23 billed but only if given advance approval in writing by the City 24 Administrator. Within thirty (30) days after the last day of any 25 month in which services have been performed or costs incurred 26 hereunder, the Consultant shall submit an invoice to the City 27 stating the amount due. Payment of the invoice shall be made 28 after acceptance and approval by the City within thirty (30) days. 1 3. Independent Contractor. At all times during the term 2 of this Agreement, the Consultant shall be an independent 3 contractor and shall not be an employee of the City. The City 4 shall have the right to control the consultant only insofar as the 5 results of the Consultant's services rendered pursuant to this 6 Agreement; however, the City shall not have the right to 'control 7 the means by which the Consultant accomplishes services rendered 8 pursuant to the Agreement except to the extent that such services 9 involve the use of City of Vernon property or Confidential 10 Information. 11 4. Consultant Not Agent. Except as the City may specify 12 in writing, the consultant shall have no authority, express or 13 implied, to act on behalf of the City in any capacity whatsoever 14 as an agent. The Consultant shall have no authority, expressed or 15 implied, pursuant to this Agreement to bind the City to any 16 obligation whatsoever. 17 5. Products of Consulting. All products of consulting 18 services with the exception of computer software developed by the 19 Consultant, shall become the property of the City and shall be 20 delivered to the City before the end of the performance of this 21 Agreement. However, computer software shall remain the property 22 of the Consultant, except for the City's continued right to use 23 said software at no extra cost. City will indemnify consultant 24 from any liability and damages that result from misuse of 25 documents. 26 6. Indemnification. The Consultant shall indemnify, 27 defend, protect and hold the City and its officers, agents and 28 employees, free and harmless from and against any and all claims, -2- 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 demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and costs of defense to the extent arising, directly or indirectly, in whole or in part, out of the negligent services or willful (misconduct performed under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. 7. Insurance. Consultant agrees to provide and maintain insurance in the following amounts and forms (combined single limit acceptable): Coverage and Limits Bodily Injury Property Damage Type Ea. Person Ea. Accident Ea. 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 Employers' Liability $1,000,000 per employer General and Professional Liability Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $11000,000 $2,000,000 $1,000,000 Contract Liability $11000,000 $2,000,000 $1,000,000 Professional Liability $ 500,000 $ 500,000 $ 500,000 City agrees to limit the liability of Consultant due to professional liability to $500,000. The general liability policy shall contain the special endorsements which shall be noted on or attached to the standard certificate of insurance, (a) naming the City of Vernon, its officers, and employees as insureds under the policy, and (b) providing coverage for all operations under this Agreement -3- I The Consultant shall submit to the City certificates indicating compliance with these minimum requirements no less than one (1) 2 day prior to the beginning of performance under this Agreement. The certificate shall state that such policies of insurance shall 3 not be materially changed, terminated or allowed to expire except on thirty days' prior written notice to City; and (b) replace such 4 certificates for policies expiring prior to completion of work under this Agreement. 5 In addition to the standard certificate of insurance, proof of 6 general and professional liability coverage shall be furnished in the form of either (a) a notarized letter from the underwriter or 7 carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and 8 correct and that the signatory is an officer authorized to so certify, or (b) a copy of each policy certified by an officer of 9 the underwriter or carrier and notarized. Certification of the foregoing proofs by an insurance agent or broker will not be 10 accepted. 11 8. Confidential Information 12 A. Access to Confidential Information. The City of 13 Vernon may provide Consultant with certain information not legally 14 subject to public disclosure concerning the City of Vernon, or 15 businesses located in the City of Vernon. Such information shall 16 be known as "Confidential Information." 17 B. No Disclosure. Consultant shall return any 18 19 20 21 22 23 24 25 26 27 28 written Confidential Information, and all copies made of such items, to the City upon the City's written request, but in any event not later than the date that the Consultant has performed all services to be performed pursuant to this Agreement. Consultant hereby agrees that such Confidential Information and any documents provided may be used by Consultant only as authorized by the City or the City of Vernon. Consultant shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. Consultant shall immediately notify the City of any court order or subpoena -4- 1 2 3 4 5 6 7 8 9 10I 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 requiring disclosure of Confidential Information, and shall cooperate with City's legal counsel in responding to any such order or subpoena. Consultant may only disclose such (Confidential Information after legal counsel has exhausted any lawful and timely appeal or challenge. D. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Consultant acknowledges that in case of such breach or threatened breach, the City would have no adequate remedy at law. 9. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement except ,with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 10. Termination. This Agreement may be terminated by the City on ten (10) days written notice to the Consultant. The Consultant shall be entitled to the compensation earned by it prior to the date of the termination notice, computed pro rata up to and including that date, plus compensation for work performed during the thirty -day notice period and authorized in the termination notice. 11. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California. -5- 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 12. Attorneys' Fees. In the event that it becomes necessary for either party to this Agreement to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix reasonable attorneys' fees to be paid to the successful litigant. 13. Notices. Notices to the parties unless otherwise requested in writing shall be sent to the addresses listed on the first page of this Agreement. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the date first hereinabove set forth. CITY OF VERNON By r-�./. EONIS C. MAL,URG, M yor ATTEST: By: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: By: DAVID B. BREARLEY, City At orney KLEt L E , INC. By: (� Name: h�1� ALaoihl Title: 1�-1=�IIC1 1�"� 1 CEO By: �% ?� %-� ,V Name: Title: aM.