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Resolution No. 8079
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 iVA 19 20 21 22 23 24 25 26 27 ma RESOLUTION NO. 8079 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 HARTZOG & CRABILL, INC. WHEREAS, as part of the City's Contract No. 552, Traffic Signal Synchronization, Hartzog & Crabill, Inc. ("Hartzog") conducted a study of the intersection at 51st Street and Santa Fe Avenue on behalf of the Department of Community Services & Water and concluded that traffic signals were needed to reduce traffic flow delays; and WHEREAS, Hartzog also performed the signal synchronization design portion of City's Contract No. 552; and WHEREAS, the City of Vernon needs the services of a traffic engineering consultant to design and prepare plans, specifications and estimates ("PS&E") for traffic signal modification at the intersection of 51st Street/Fruitland Avenue and Santa Fe Avenue (the "Signal Project"); and WHEREAS, the City's staff has determined that Hartzog is familiar with the Signal Project and possesses the expertise to prepare the PS&E for the Signal Project; and WHEREAS, on October 8, 2002, the Finance Committee recommended that the City Council approve the recommendation of Bruce V. Malkenhorst, Director of Finance, dated October 3, 2002, that a professional consulting services agreement be approved and executed with Hartzog; and WHEREAS, the City Council of the City of Vernon has. determined that, pursuant to the provisions of subsection (a) of • 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 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Hartzog for the PS&E for the Signal Project to enhance services provided to the Vernon community. 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 Professional Consulting Services with Hartzog, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send the fully executed Contract to: Hartzog & Crabill, Inc. Attn. Trammel Hartzog, President 275 Centennial Way, Suite 208 Tustin, CA 92780 - 2 - r e 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 5: 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 9th day of October, 2002. ATTEST: BRUCE V. MALKENHORST, City Clerk LEONIS C. MAL URG, M yor - 3 - 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 r 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. 8079, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Wednesday, October 9, 2002, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT VI& 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 AGREEMENT.FOR PROFESSIONAL CONSULTING SERVICES 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 day of October, 2002, in the City of Vernon, California, BY AND BETWEEN THE CITY OF VERNON, a municipal corporation (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, California 90058 AND HARTZOG & CRABILL, INC. (hereinafter referred to as "Consultant") 275 Centennial Way, Suite 208 Tustin, California 92780 WHEREAS, Consultant performed the signal synchronization design portion of City's Contract No. 552, Traffic Signal Synchronization, and after conducting a study of the intersection at 51st Street and Santa Fe Avenue determined that traffic signals were needed to reduce traffic flow delays; and WHEREAS, the City desires to retain a traffic engineering consultant to design and prepare plans, specifications and estimates ("PS&E") for traffic signal modification at the intersection of 51st Street/Fruitland Avenue and Santa Fe Avenue (the "Signal Project"); and WHEREAS, the City requested proposals from qualified consultants to assist the City; and WHEREAS, the Consultant submitted a proposal to the City dated July 26, 2002 (the "Proposal"), which includes a description of the tasks that it would perform and a cost estimate for such services; 1 and 2 3 4 5 6 71 8 9 10 11 12 13 14 15 16 17 19 20 21 22 23 24 2 51 26 27 28 WHEREAS, Consultant has advised the City that it is qualified to perform such services under this Agreement; and WHEREAS, the City has determined that Consultant has demonstrated that it has the requisite competency and professional qualifications and desires to engage the Consultant for the services hereinafter described. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. SCOPE OF SERVICES. Consultant shall perform the traffic signal modification design services as outlined in the Proposal, which is attached hereto as Exhibit"A" and incorporated herein by reference as though fully set forth. The design services consist of: Task 1 - Pre -Design Conference; Task 2 - Design Research; and Task 3 Plans, Specifications and Estimates Preparation. The PS&E will be prepared for Santa Fe at 51st/Fruitland. The work to be performed hereunder does not include the preparation of a PS&E for Fruitland/Downey. Consultant shall provide said services at the time, place, and in the manner specified in the Proposal, subject to the direction of the City, as may be provided through its staff from time to time. It is understood and agreed that in the event of a conflict between the Proposal and this Agreement, the terms of this Agreement shall prevail. 2. TTMF. OF PRRrnPMAxTrr Consultant's services herewith shall commence upon the full execution of this Agreement, shall remain in force from the effective date, and shall expire upon completion according to the 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 Proposal and acceptance by the City, unless terminated according to Section 9 of this Agreement or extended upon the written agreement of both parties to this Agreement. Completion of the services to be performed by Consultant is expected to be no later than December 31, 2002. 3. PROGRESS REPORTS. Consultant shall submit progress reports at least once a week until the work hereunder is completed. Consultant shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the services being performed by Consultant under this Agreement. 4. COMPENSATION. The City shall pay Consultant on a flat fee basis an amount not to exceed Six Thousand Four Hundred Dollars and No Cents ($6,400.00) for services rendered in conformity with Tasks l through 3 set forth in the Proposal. 5. METHOD OF PAYMENT. Upon completion of the services performed hereunder, Consultant shall submit an invoice to the City for payment stating the amount due Consultant. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. Consultant shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 6. CHANGES AND EXTRA SERVICES. The City reserves the right to request changes in the services to be performed by Consultant. All such changes shall be - 3 - 1 incorporated in written change orders executed by the City and 2 Consultant that shall specify the changes ordered and the 3 adjustment of compensation and completion time required thereof. 4 Any services added to the scope of this Agreement by a 5 change order shall be executed under all applicable conditions of 6 this Agreement. No claim for additional compensation or extension 7 of time shall be recognized unless contained in a duly executed 8 change order. 9 7. PERSONNEL 10 Consultant agrees that all services provided will be 11 conducted by the principal and competent staff members, if any, 12 under the supervision of the principal, and that services will be 13 performed and rendered diligently. Consultant shall only perform 14 additional services during this time period when requested by the 15 City Administrator and the Director of Community Services. The 16 Consultant represents that it has, or shall secure at its own 17 expense, all personnel required to perform the Consultant's 18 services under this Agreement, but at all times shall be 19 responsible for the services of such personnel. The Consultant may 20 not employ any sub -consultants without the prior written approval 21 of the City. 22 8. PRODUCTS OF CONSULTING. 23 All reports, plans, data, studies, maps, drawings, 24 models, photographs, documents and other writings prepared by and 25 for Consultant, its officers, employees, agents and subcontractors 26 in the course of implementing this Agreement, with the exception of 27 working notes, internal documents and Confidential Information 28 provided by businesses located in City, shall be considered the n 1 property of City. Consultant shall deliver such documents and 2 materials to the City as they are generated; however, Consultant 3 may take and retain copies of said documents and materials that are 4 not Confidential Information, as desired. 5 All reports, information, data and exhibits prepared or 6 assembled by the Consultant in connection with the performance of 7 its services pursuant to this Agreement are confidential until 8 released by the City to the public and the Consultant agrees that 9 such documents shall not be available to any individual or 10 organization without the written consent of the City prior to such 11 release. 12 No reports, maps, or other documents produced in whole or 13 in part under this Agreement shall be the subject of an application 14 for copyright by or on behalf of the Consultant. 15 Any reuse of Consultant prepared documents, other than 16 for the specific purpose intended hereunder, will be at the City's` 17 sole risk and without liability or legal exposure to Consultant or 18 its subcontractor. City shall indemnify and hold harmless 19 Consultant from all claims, damages, losses and expenses including 20 attorney's fees arising`or resulting from such reuse. 21 9. TERMINATION 22 This Agreement may be terminated by the City without 23' cause on fifteen (15) days written notice to Consultant. Upon 24 termination of this Agreement, all property belonging to the City 25 which is in the Consultant's possession, shall be returned to the 26 City. Consultant shall furnish to the City a final invoice for 27 work performed by Consultant, prepared as set forth in Section 5 of 28 this Agreement. This final invoice shall be reviewed and paid in I M 1 2 3 41 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the same manner as forth in Section 5 of this Agreement. In the event of such termination by the City, Consultant shall be entitled to only the, compensation earned by it prior to the date of the termination notice, plus compensation for necessary work performed during the fifteen (15) day notice period and authorized in the termination notice. 10. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 Consultant: HARTZOG & CRABILL, INC. ATTN: TRAMMELL HARTZOG, PRESIDENT 275 CENTENNIAL WAY, SUITE 208 TUSTIN, CA 92780 11. CONFIDENTIAL INFORMATION. A. Access to Confidential Information. The City may provide Consultant with certain information not legally subject to public disclosure concerning the City, or businesses located in the City. Such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. B. No Disclosure. Except as expressly permitted, Consultant shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the - 6 - express prior written consent of an authorized representative of the City. 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 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. 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 the 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. 12. INDEMNITY AND INSURANCE. A. Indemnification of City. Consultant shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and - 7 - M 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 Tall claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs of defense to the extent arising, directly or indirectly, in whole and in part, out of the negligent services or willful misconduct performed under this Agreement, except to the extent arising from or caused by the active negligence or willful misconduct of the City, its officers, agents or employees. B. Insurance. Prior to commencing work hereunder, Consultant shall provide the City with proof of insurance providing and maintaining the coverage and endorsements set forth in the Insurance Schedule attached hereto as Exhibit "B" and made a part hereof by reference. Said proof of insurance shall also provide that said policy or policies shall not be cancelled or reduced in liability limits without giving at least thirty (30) days prior written notice to the City. If Consultant fails to provide proof of insurance coverage as specified above, the City may, at its sole discretion, terminate this Agreement immediately. Consultant shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Consultant employs subcontractors as part of the services rendered, Consultant's protective coverage is required. Consultant may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. - 8 - 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 13. GENERAL PROVISIONS. A. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, the City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to the Agreement except to the extent that such services involve the use of the City's property or Confidential Information. B. Consultant Not Agent. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. C. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is fully executed. D. Assignment and Subcontracting Prohibited. Consultant may not assign or subcontract any right or obligation pursuant to this Agreement except with the express written consent of the City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. E. Amendment. Except as may otherwise be specifically provided herein, all changes or modifications to this - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ,2 0 21 22 23 24 25 26 27 28 Agreement shall be in writing stating that it is an amendment to this Agreement and shall be signed by both parties or their duly authorized agents. This Agreement shall not be modified through course of dealing, usage or trade. F. Entire Agreement. This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connections with the subject matter hereof. All exhibits are incorporated by reference. Consultant represents that in entering into this Agreement, it has not relied on any previous representations or understandings of any kind or nature. G. Benefit of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. H. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. I. Recitals. All recitals are incorporated by Ireference. J. Waiver. Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to subsequent default or other matter. K. Attorney's Fees. In the event that it becomes =KIM 1 necessary for either party to this Agreement to enforce any of the 2 provisions of this Agreement, the parties agree that a court of 3 competent jurisdiction may determine and fix reasonable attorney's 4 fees to be paid to the successful litigant. 5 L. Force Majeure. Neither Party shall be 6 considered in to be in default in any of its obligations under this 7 Contract when a failure of performance shall be due to an, 8 uncontrollable force. The term "uncontrollable force" shall mean 9 any cause beyond the control of the party affected, including, but 10 not restricted to, flood, earthquake, storm, fire, lightening, 11 epidemic, war, riot, civil disturbance or disobedience, labor 12 dispute, labor material shortage, sabotage, federal,state, or 13 municipal action, statute, ordinance, or regulation, embargoes of 14 the United States Government or any other government, which by 15 exercise of due diligence such party could not reasonably have been 16 expected to avoid and by exercise of due diligence has been unable 17 to overcome.. Either party rendered unable to fulfill any of its 18 obligations under this Agreement by reason of an uncontrollable 19 force, shall give written notice within five (5) Business Days of 210 such.° -fact to the, other party and shall exercise due diligence to 21 remove such inability with all reasonable dispatch. 22 23 24 25 26 27 28 1 IN WITNESS WHEREOF, the parties have caused this 2 Agreement to be executed by and through their authorized officers 3 on the date, month and year first written above. 4 5 THE CITY OF VERNON 6 By: LEONIS C. MALBURG, Mayor 7 ATTEST: 8 By: 9 BRUCE V. MALKENHORST, City Clerk 10 APPROVED AS TO FORM: 11 By: 12 EDUARDO OLIVO, City Attorney 13 HARTW & ILL, INC. 14 15 By:- 16 Name 17 Title: 18 19 BY •tea 20 .,.'Name: - A& ::�S:�Tb 21 Title: V"-E- iPc�IT 22 23 24 25 26 27 28 - - - 12 - EXHIBIT A J Hartzog & Crabill, Inc. Trammell Hartzog, President Jerry Crabill, P.E., Executive Vice President 275 Centennial Way Suite 208 Tustin, CA 92780 Phone: (714) 731-9455 FAX: (714) 731-9498 www. hartzog-crabill . com AUG -4201 Cammtxlty Services July 26, 2002 Mr. Ali Nourmohamadian, P.E. City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Subject: Proposal To Provide Traffic Engineering Services For Traffic Signal Modification Design. Dear Mr. Nourmohamadian: Hartzog & Crabill, Inc. (HCI) is pleased to submit this proposal to provide professional traffic engineering services to the City of Vernon for traffic signal modification design. These services involve all tasks necessary to design and prepare plans, specifications and estimates (PS&E) for the proposed signal modifications and minor striping changes. The proposed signal modifications are at the intersections of Santa Fe Avenue at 51st Street/Fruitland Avenue and Fruitland Avenue at Downey Road. Our scope of work, schedule and fees to complete this project is as follows: SCOYE OF WORK = >, Task 1 - Pre -Design Conference HCI will conduct a pre -design conference with the City to discuss project objectives; scope, and schedule. Following this meeting, HCI will begin . preparations for the signal design effort. Task 2 - Design Research HCI will collect copies of available engineering drawings for the project intersections and roadways. A field survey of each project intersection will be completed to document existing features such as sidewalks, driveways, catch basins, striping and medians. From this survey and the collected Consulting Traffic Engineers to Government Agencies Mr. Ali Nourmohamadian, P.E. July 26, 2002 Page 2 engineering drawings, base drawings will be prepared from which the signal design will proceed. HCI will research and show all utilities in the vicinity of the intersection on the plan. Task 3 - Plans, Specifications and Estimates Preparation 3.1 Plan Preparation. HCI will prepare engineering plans that will take into consideration street and intersection geometrics and other factors that may influence the design and/or operation of the signal system. Plans will be prepared in accordance with City and State standards and will include the following elements: General and construction notes, phase diagram, conductor and detector schedules, and any other details necessary for construction. Proposed striping changes for 51st Street will be shown on the signal plan. The signal plans will be prepared'at 20-scale and will be plotted on D size (24"06") sheets with the City's title block. 3.2 Plan Review. Following the completion of the preliminary engineering plans, HCI will provide copies of these plans to the City for review and comment. After receipt of the City's comments, HCI will incorporate these comments into the final plans. Upon approval by the City of the preliminary engineering plans, a final set of plans, specifications and estimates ready for construction will be provided. 3.3 Products. The final products to the City will include three complete sets of plans and specifications and one reproducible mylar plan set. An electronic copy of the drawing files and specifications will be provided on a CD-ROM in AutoCAD 2002 and Microsoft Word (v.7.0) formats, respectively. PROJECT TEAM Individuals who will be assigned to this project team will include Mr. Trammell Hartzog as the ' Project Manager assisted by Mr. Mark Esposito. Information as to the qualifications of Mr. Hartzog and Mr. Esposito are as follows: Project Manager - Mr. Trammell Hartzog Mr. Hartzog will serve as the Project Manager for this project and will be the primary contact between HCl and the City. As Project Manager in charge of this signal design effort, he will ensure that communication between yourself and HCI occurs at regular intervals. With over 36 years of experience, Mr. Hartzog is a recognized expert in the area of traffic signal design and operations. Mr. Hartzog has designed more than 2,000 traffic signals, numerous interconnect systems and presently provides traffic signal operations services to eight Southern California cities. Mr. Ali Nourmohamadian, P.E. July 26, 2002 Page 3 Engineering Associate - Mr. Mark Esposito Mr. Esposito provides assistance to Mr. Hartzog in the area of traffic signal design and will oversee many aspects of the signal plan preparation. Mr. Esposito brings 12 years of experience specifically related to traffic signal design and operations. Four of these years were devoted to serving the City of Glendora's Traffic Engineering Department, while the last-8 years have been with HCI. Serving the firm in the area of traffic signal design and operations, his responsibilities include: project management; preparation of project plans, specifications and estimates; and the development and analysis of traffic signal timing data. SCHEDULE After receipt of the City's notice -to -proceed, HCI will immediately begin work on the signal plans. HCI will provide the City with 60% and 90% progress submittals for review and continent followed by the final 100 % submittal. The first progress submittal (60 %) will be provided within two weeks and, depending on the duration of the plan review periods, final delivery of the PS&E is estimated to be four weeks later. PROFESSIONAL FEES HCI is proposing a total fixed fee cost.of $13,400.00 to complete work Tasks 1 through 3 for this signal design project. A cost breakdown is provided below. Work Element Location Fee Prepare 'st/Rrmitland Signal Modification Design $6,400.00 RE-eTar-8 PS&E SignalA4edsatie$ Design e� nnn nn Total We look forward to the City's acceptance of this proposal and to the beginning of work. Thank you for the opportunity of proposing on this project. If you have any questions or need more information please call. Very truly yours, HARTZOG & CRABILL, INC. '/'/ Y- CX �- Trainmell Hartzog President EXHIBIT B 0 4 7 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT B MSURANCESCHEDULE Consultant 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 Employers' Liability $1 000 000 per employer III. General and Professional Liability General Liability $1,000,000 $2,000,000 $1,000,000 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 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contract Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $1 000,000 $1,000,000 $1,000,000 a. The general liability policy shall contain the following special endorsements that 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 additional 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 maybe 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. Only certification of the following proofs will 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 SUPPORTING DOCUMENTS 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 (323) 826-1438 Finance Committee City of Vernon Honorable Members: CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 October 3, 2002 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 The Director of Community Services and Water is requesting that a Professional Consulting Services Agreement be entered with Hartzog & Crabill, Inc., to design and prepare plans, specifications, and estimates (PS&E) for the traffic signal modification at the intersection of 51St Street/Fruitland Avenue and Santa Fe Avenue. These services will be provided at a cost not to exceed $6,400.00. This has been reviewed by the City Attorney and it is hereby recommended that a Professional Consulting Services Agreement with Hartzog & Crabill, Inc., be approved and executed. Very truly yours, Bruce V. Malkenhorst City Administrator/City Clerk BVM/gm y COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Bruce V. Malkenhorst, City Administrator FROM: Samuel Kevin Wilson,- Director of Community Services & Water DATE: October 2, 2002 SUBJECT: HARTZOG & CRABILL, INC. — AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES The City Attorney's Offices has prepared an Agreement for Professional Consulting Services to retain Hartzog & Crabill, Inc, a traffic engineering consultant, to design and prepare plans, specifications and estimates (PS&E) for traffic signal modification at the intersection of 5 1 " Street/Fruitland Avenue and Santa Fe Avenue. The agreement has been signed by Hartzog & Crabill, Inc. Please place this item on the October 9, 2002 City Council agenda. Thank you. SKW/ca Enclosures c: City Attorney Memo TO: FROM: DATE: RE: Brice V. Malkenhorst, City Administrator Samuel "Kevin" Wilson, irector of Community Services & Water August 6, 2002 Traffic Engineering Services — Intersection of 51ST Street and Santa Fe Avenue Hartzog & Crabill, Inc. (HCI) has provided us with a proposal to prepare plans, specifications and estimate (PS&E) for the intersection of 51ST Street and Santa Fe Avenue. The not -to -exceed cost to conduct the required PS&E is $6,400.00. As part of the City's Contract No. 552, Santa Fe Avenue Synchronization Project, HCI conducted the signal synchronization design portion of the contract. They also conducted a study to determine if the intersection of 51 sT and Santa Fe Avenue will require traffic signals. The study concluded that the intersection warrants new signals to reduce traffic flow delays. The signalization of this intersection was not a part of Contract 552, therefore the detailed design was not performed to incorporate the improvement. The price quoted by HCI is very reasonable and the task could not be accomplished for the same price using City staff. HCI has all the preliminary information to complete the design and it would be a matter of putting a design package together. Staff also obtained a quotation for another consulting firm, Kimley Horn, and they quoted $12,500. Attached for your review and consideration is the Hartzog & Crabill proposal detailing required tasks and project fee. Your permission is requested to ask City Attorney to retain HCI to provide professional traffic engineering services for the intersection of 51ST Street and Santa Fe Avenue. Should you need additional information, please let me know. SKW/ am Enclosures 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 (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 October 21, 2002 Hartzog & Crabill, Inc. Attn: Trammel Hartzog, President 275 Centennial Way, Suite 208 Tustin, CA 92180 Re: Agreement for Professional Consulting Services Dear Mr. Hartzog: EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 In accordance with Section 12.B of said agreement, you are to furnish the City with proof of Insurance as set forth in the Insurance Schedule, Exhibit "B" of the agreement. Please.submit your proof of insurance to Joan Francone, Risk Manager, for review and approval. Upon receipt of said documentation this office will forward to you a fully executed duplicate original agreement. If you should have any questions, please contact Joan Francone at ext. 322. Very truly yours, Nelly Gil Assistant to the Chief Deputy City Clerk NG/gm cc: Joan Francone Kevin Wilson Dolores Fonseca Resolution No. 8079 Agreement File No. 02-083 Memorandum RISK MANAGEMENT/PERSONNEL To: Nelly Giron, Assistant to the Chief Deputy City Clerk From: Joan Francone, Risk Manager,, Date: January 27, 2003 Re: HARTZOG & CRABILL, INC Please be advised that the above referenced has provided acceptable insurance coverage. J F/kr cc: Kevin Wilson Dolores Fonseca Resolution No. 8079 Agreement File No. 02-083 L.nent?v oouz r,HR f_.,MMD ORCERTIFICATE OF LIABILITY INSURANCEF#/02MM/DD/YY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P, O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana, CA 92711-0550 714 427-6810 INSURERS AFFORDING COVERAGE INSURED INSURER A: United .States Fidelity & Guaranty Hartzog & Crabill, Inc. INSURER B:American Motorists Ins. Co. _ 275 Centennial Way, Suite 208 INSURERc:Design Professionals Insurance Co. Tustin, CA 92780 INSURER D: INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATION ILTR TYPEOFINSURANCE POLICY NUMBER TE MM/DD! DATE MM/DD/ LIMITS TR A GENERAL LIABILITY BKO1187700 08/18/02 08/18/03 EACH OCCURRENCE $1 000 000 FIRE DAMAGE (Anyone firel$1 00O 000 X COMMERCIAL GENERAL LIABILITY _MED EXP (Any one person)— $10000 CLAINISMADE X OCCUR PERSONAL 3 ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 GENLAGGREGATELIMIT APPLIES PER: PROD UCTS-COMP/OP AGG s2,000,000 r� POLICY PRO- LOC A j AUTOMOBILE LIABILITY BK01187700 ANY AUTO 08/18/02 08/18/03 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS _ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY- EAACCIDENT' $ ANYAUTO OTHERTHAN EAACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ r OCCUR CLAIMS MADE I DEDUCTIBLE s $ $ RETENTION $ B WORKERS COMPENSATION AND 7CW21213809 09/01/02 09/01/03 STATU- OTH- X WCRYLIMIT E.L-EACHACCIDENT $1,000,000 EMPLOYERS°LIABILITY _ E.L. D ISEASE-EA EMPLOYEE$1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 C OTHER Professional AEE0227562 08/18/02 08/18/03 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: All operations as pertains to named insured City of Vernon, its officers & employees are Additional Insureds as respects to General Liability per attached CERTIFICATE HOLDER AD DMONAL INSURED; INSURER LETTER, L;ANL;tLLAI IUN I en Uay Notice tor N -P t I - SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Vernon DATETHEREOF,THEISSUING INSURER WILLXZ=10(4>MMAIL30 DAYSWRITTEN Attn: Joan Francone:4305 Santa NOTICETOTHE CERTIFICATE HOLDER NAMED TO THE LEFT, BM30XWX=)M%W1 sQXNXXXX Fe Avenue xEPa6Si KDOxDrXJCRADt767GD16dXJR6iD(RD(EiXIpORXtCZR646tx Los Angeles, CA 90058 zaatetetasa�ax+xars�x. AUTHORIZED REPRESENTATIVE �...+ ._. nrnnn rnn nnn nr,nu .nee Policy Number: BKO1187700 Owners Lessees or Contractors (Form B) ADDITIbNAL INSURED Change(s) Effective: 10/01/02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance policy under the following: LIABILITY COVERAGE PART: Schedule Name of Person or Organization: City of Vernon Attn: Joan Francone:4305 Santa Fe Avenue Los Angeles, CA 90058 SECTION II - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. CITY OF VERNON,ITS OFFICERS AND EMPLOYEES PRIMARY INSURANCE: IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS INSURANCE. WAIVER OF SUBROGATION: IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED(S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO. CL/BF 22 40 03 95 meStPdul Property and Liability Insurance December 11, 2002 Attn: Joan Francone City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Risk Management Department RE: Insurance for City of Vernon Description of permit or contract: Signal Design Policy Number: BKO1187700 Named Insured: Hartzog and Crabill, Inc. Dear City Clerk: The St. Paul Companies 385 Washington Street St. Paul, MN 55102-1396 651.310.7911 Tel www.stpaul.com I hereby certify that the certificate of insurance attached hereto and made a part hereof by reference truly and accurately represents the above -cited insurance policies and the St. Paul Fire and Marini insurance coverage of each for the named insured issued by the St. Paul Companies. Insurance Company St. Paul Mercury Insurance Compam St. Paul Guardian Insurance Company The St. Paul Insurance Company The St. Paul Insurance Company of Illinois St. Paul Property and Casualty Insurance Company -Sr. Paul Fhr and-C.— tc Insurance Company Athena Assurance Company St. Paul Medical Liability Insurance Company St. Paul Insurance Company of North Dakota United States Fidelity and Guaranty Company The City of Vernon, its officers, and employees are included in said policies as additional insureds and the City of Vernon will be provided with thirty (30) days written notice of cancellation for all reasons except for nonpayment of premium. The City of Vernon will be provided with ten (10) days written notice of cancellation for nonpayment of premium. The City of Vernon will be provided with thirty (30) days written notice of material reduction of coverage. I certify that I am authorized to sign this certificate on behalf of said insurance carrier. Sincerely, Nicole Roy Underwriter Fidelity and Guaranty Small Commercial Programs Insurance Underwriters, In - Fidelity and Guaranty Insurance Company USF&G Family Insurance Company Northbrook Property and Casualty Insurance Company Seaboard Surety Company USF&G Insurance Company of Mississippi American Continental Insurance Company wor..wN�e� „,ss L83Y.�^ 4i+1A� Ac rc.►s+s�« Security Insurance Company of Hartford AEE0227562 Declarations PROFESSIONAL 9 Farm Springs Drive Farmington CT 06032 Policy Number LIABILITY POLICY FOR A Member of the Orion Capital Companies DESIGN PROFESSIONALS Item 1 Named Insured: Hartzog & Crabill, Inc. Item 2 Mailing Address: 275 Centennial Way Suite 208 Tustin CA 92780 Item 3 Phone # (714) 731-9455 Fax: (714) 731-9498 Electronic Mail #: N/A Item 4 Policy Period: Effective Date: 08/18/2002 Expiration Date: 08/18/2003 (12:01 a.m. local time at the above mailing address) Item 5 Limits of Insurance: Each Claim Aggregate Premium Professional Liability $1,000,000 $1,000,000 $21 959 Shared Expense Dollar One Defense Education Program Credits Limitation of Liability Special Coverage Other Item 6 Total Premium Item 7 Deductible Each Claim $902 $0 r 7HlS lS A TRUE AND $ 0 iaERTIFIED C6PyOF $0 Tl-'E POLICY. $0 $0 $22,861 Assessments/taxes $0 $10,000 Annual Aggregate $10,000 Item 8 NOTICE OF CLAIMS MADE AND REPORTED POLICY Professional liability coverage is on a CLAIMS MADE basis. It applies only to those CLAIMS made that are first made against you and first reported to the Company during the policy period. Item 9 NOTICE OF EXPENSE WITHIN THE LIMITS: Professional liability coverage contains a provision that may reduce the limits of insurance stated in the policy by the costs of CLAIMS EXPENSES and may permit CLAIMS EXPENSES to be applied against the deductible or retention amount, if any. Item 10 Retroactive Date: 08/18/1993 Item l l The Policy consists of this Declarations Page, Insuring Agreements and Endorsements listed here: DP3712OB 0 DP37208 0 DP37407_0 DP37000-1 i _ I T1__1.--. T.....4.... D- A . Date Issued: 8/16/2002 04:04:58 PM Countersigned by: Countersigned at: Santa Ana, CA Form No. DP-37001-0(-01/96) Copyright 1995 DPIC Companies, Inc I T-1 . `t \ OA1 BUM A ' aA Ygp3 p31 .`P31y0A 3ai DPIC Companies Security Insurance Company of Hartford Effective 08/18/2002 issued to Hartzog & Crabill, Inc. by the Company shown above is changed as follows: Endorsement 37120 CONTRACTUAL LIABILITY ENDORSEMENT (Blanket Coverage) Policy No. AEE0227562 It is agreed that such coverage as is provided by the policy for contractual liability applies to: Designated entities: All entities with whom the Insured enters into any form of written contract agreement. Designated contracts: All written contracts entered into by the Insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. Countersignature: Authorized Agent Dealey, Renton & Associates 08/16/2002 04:04:58 PM Form No. DP 37120B_0 (1/96) © DPIC Companies, Inc. DPIC Companies Security Insurance Company of Hartford Effective 08/18/2002 issued to Hartzog & Crabill, Inc. by the Company shown above is changed as follows: indorsement 37407 INCREASED DEDUCTIBLE CREDIT FOR MEDIATION Policy No. AEE0227562 It is agreed that in section II. Limits of Insurance and Deductible, part E. 4. is deleted and replaced by the following: E. The Deductible shown in the Declarations will apply as follows: 4. A portion of the Deductible that you paid for a CLAIM and CLAIM EXPENSES arising out of that CLAIM will be reimbursed to you if the CLAIM is resolved through the use of "formal mediation" during the following time periods: a) For a CLAIM that is resolved through the use of "formal mediation" within one (1) year following the date that the CLAIM becomes a CLAIM described in section III. Definitions of Terms in Bold Print, A. CLAIM, part I., you will be reimbursed for seventy-five percent (75%) of the Deductible you paid, but not to exceed a maximum reimbursement of $50,000. b) For a CLAIM that is resolved through the use of "formal mediation" subsequently, you will be reimbursed for fifty percent (50%) of the Deductible you paid, but not to exceed a maximum reimbursement of $50,000. "Formal mediation" means the voluntary process by which a qualified professional mediator, chosen by parties to the CLAIM with agreement by us, meets with and intercedes between the parties in an attempt to resolve the CLAIM. Litigation and arbitration are specifically excluded from this definition. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. Countersignature: Authorized Agent Dealey, Renton & Associates 08/16/2002 04:04:58 PM Form No. DP 37407_0 (12/99) © DPIC Companies, Inc. DPIC Companies Security Insurance Company of Hartford Effective 09/03/2001 issued to Hovell & Pilarski Engineering, Inc by the Company above is changed as follows: r,ndorsement 37404 EDUCATION PROGRAM CREDITS Policy No. AEE0308593 To acknowledge your having successfully completed our Professional Liability Education Program Contract Review and Revision II, we are pleased to give you a return premium of $1,972 ( 10% ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. Countersignature: Authorized Agent Dealey, Renton & Associates Form No. DP 37404_0 08/19/2002 05:35:19 PM 0 DPIC Companies, Inc. PROFESSIONAL LIABILITY INSURANCE POLICY Quick Reference Page 1: Quick Reference Page 2: I. Insuring Agreements A. What We Insure Pages 3-4: B. What We Compensate (Loss of Earnings) C. What We Do Not Insure (Exclusions) Page 5: 1. Contractual Liability 2. Employment Practices 3. Harassment 4. Fraud and Dishonesty 5. Punitive Damages 6. Claims by Another Insured 7. Related Entities / Equity Interest 8. Products 9. Asbestos Specification 10. Nuclear Exposure 11. Otherwise Insured Claims 12. Failure to Maintain Insurance 13. Insured's Property 14. Performing Actual Construction D. Who Is an Insured E. When and Where We Insure 1. Claims During the Policy Period 2. Services After the Retroactive Date 3. Claims Made Anywhere in the World Page 6: II. Limits of Insurance and Deductible A. Limits of Insurance B. Limit per Claim, Aggregate Limit C. Single Claim Described, Related Acts D. Limits in Excess of Deductible E. Deductible (Reduced for Prompt Resolution or Mediation) F. Our Approval of Expenses Page 7. III. Definitions of Terms in Bold Print A. Claim 1. A Demand 2. An Event Single Claim Described, Related Acts B. Claim Expenses C. Claims Made and Reported D. Professional Services E. Policy Year Pages 9-12: IV. Conditions Affecting This Insurance A. Your Duties When There Is a Claim B. Settlement C. Transfer of Rights to Us (Subrogation) D. Transfer of Your Rights and Duties E. Legal Action Against Us F. Other Insurance G. Premiums H. Examination and Audit I. Bankruptcy J. Cancellation or Non -Renewal K. Changes L. Liberalization Form No. DP-37000-1 (1/99) CS Page 1 0 1999 DPIC Companies, Inc. PROFESSIONAL LIABILITY INSURANCE POLICY The insurance provided by this policy is on a CLAIMS MADE AND REPORTED basis. This policy applies only to CLAIMS that are first made against you during a POLICY YEAR within the policy period shown in the Declarations and first reported to us within that POLICY YEAR. This policy applies to CLAIMS arising out of your PROFESSIONAL SERVICES performed after the retroactive date, if any, shown in the Declarations or any Endorsement. The payment of CLAIM EXPENSES will reduce the Limits of Insurance available to pay CLAIMS. Certain states mandate specific warnings, exceptions, or conditions. Please read this policy carefully, including the Declarations and all Endorsements. Throughout this policy, the words you, your, and Insured refer to the Named Insured shown in the Declarations and any other individual or entity qualifying as an Insured under this policy. The words we, us, our, and Company refer to the Company providing this insurance as shown in the Declarations. The words and phrases appearing in BOLD PRINT are defined in this policy. I. Insuring Agreements A. What We Insure We will pay those sums in excess of the Deductible that you become legally obligated to pay for CLAIMS arising out of your PROFESSIONAL SERVICES, to which this policy applies. We have the right and the duty to defend CLAIMS made anywhere in the world, subject to the following: We may investigate any CLAIM and settle it in accordance with section IV. Conditions Affecting This Insurance, B. Settlement. We have the right to designate legal counsel. 2. The most we will pay is described in section H. Limits Of Insurance And Deductible. 3. Our right and duty to defend and pay on your behalf ceases when the applicable Limit of Insurance is exhausted in payment of CLAIMS or CLAIM EXPENSES, separately or in combination. Form No. DP-37000-1 (1/99) CS Page 2 © 1999 DPIC Companies, Inc. B. What We Compensate (Loss of Earnings) We will compensate you, upon written request, for your loss of earnings as a result of being required by us to attend a mediation, an arbitration, a deposition, or a trial for a CLAIM, subject to the following limitations: 1. We will compensate you for the days following the first three (3) days attendance required for each CLAIM. We will not compensate you for the first three (3) days. 2. This compensation is in addition to the Limits of Insurance and will not be considered as payment of a CLAIM or CLAIM EXPENSES. The Deductible obligation does not apply to this compensation. Limits of Compensation: $300 per day per CLAIM $6,000 annual aggregate for all CLAIMS 4. The per day limit is the most we will compensate you for each full day you are required to attend. The annual aggregate limit is the most we will compensate you for all CLAIMS MADE AND REPORTED during each POLICY YEAR. C. What We Do Not Insure (Exclusions) This insurance does not apply to the following: 1. CLAIMS that are related to liability assumed by you under any "contract." This exclusion does not apply if you would have been liable in the absence of that "contract" due to your error, omission, or negligent act. "Contract" means any agreement, whether express or implied, in fact or in law, written or oral, including, but not limited to, hold harmless and indemnity clauses, warranties, guarantees, certifications, or penalty clauses. 2. CLAIMS, by or on behalf of anyone, that are related to your employment obligations, decisions, practices, or policies as an employer. CLAIMS, by or on behalf of anyone, that are related to acts of discrimination, humiliation, or harassment committed by you. This exclusion does not apply to Americans with Disabilities Act (ADA) CLAIMS that arise out of PROFESSIONAL SERVICES provided by you. CLAIMS that are related to dishonest, fraudulent, malicious, or criminal acts or omissions, committed by you or at your direction, or about which you should have known, whether or not you intended damage to result. However, we will defend a CLAIM against an Insured who did not have knowledge of the dishonest, fraudulent, malicious, or criminal acts or omissions. But we will not defend any criminal prosecution under any circumstances. Form No. DP-37000-1 (1/99) CS Page 3 © 1999 DPIC Companies, Inc. 5. Punitive damages, exemplary damages, the multiplied portion of damages, fines, or penalties. 6. CLAIMS against an Insured by any other Insured under this policy. 7. CLAIMS against you by (a) an entity in which you maintain a cumulative ownership interest of fifty percent (50%) or more, or (b) an entity that maintains any ownership interest in you. This exclusion does not apply to that entity's vicarious or imputed liability for CLAIMS and CLAIM EXPENSES that arise out of your errors, omissions, or negligent acts in the performance of your PROFESSIONAL SERVICES. CLAIMS that are related to any product developed by you for multiple sale or mass distribution, including, but not limited to, computer programs and software. 9. CLAIMS that are related to your specification of any asbestos material or product, in any form, (a) prior to 1990, for installation in the United States of America or (b) anytime, for installation anywhere else in the world. 10. CLAIMS that are related to the actual, alleged, or threatened exposure to nuclear source material, nuclear by-product materials, nuclear waste activities, nuclear incident, or extraordinary nuclear occurrence, as defined in the Atomic Energy Act of 1954 or as amended. 11. CLAIMS for which you are an insured on any other liability insurance policy that covers professional liability, including any project policy. This exclusion applies to those CLAIMS and any project policy deductible or self -insured retention for those CLAIMS, even if those CLAIMS are not covered in whole or in part by that policy for any reason, including, but not limited to, an exclusion, or a reduction or exhaustion of the limits of liability. 12. CLAIMS that are related to the failure to maintain, obtain, recommend, or require any form of insurance, suretyship, or bond, either with respect to an Insured or others. 13. CLAIMS that are related to your ownership, rental, or leasing of any real property or personal property. Personal property includes, but is not limited to, automobiles, aircraft, watercraft, and other kinds of conveyances. 14. CLAIMS that arise from actual construction performed by you, your agent, or your subcontractor, including, but not limited to, performing construction, erection, fabrication, installation, assembly, manufacture, demolition, dismantling, drilling, excavation, dredging, remediation, or supplying any materials, parts, or equipment, except for supplying furnishings as a part of interior design services. This exclusion does not apply to drilling, excavation, or other sampling or testing procedures necessary to perform your PROFESSIONAL SERVICES. Form No. DP-37000-1 (1/99) CS Page 4 © 1999 DPIC Companies, Inc. D. Who Is an Insured You are an Insured if you are a Named Insured shown in the Declarations or any Endorsement, or if you are one of the following: A partner, principal, director, officer, or employee of an Insured, but only for PROFESSIONAL SERVICES performed for a Named Insured. 2. A retired partner, principal, director, officer, or employee, of an Insured, but only for PROFESSIONAL SERVICES performed for a Named Insured, or temporary staff working on behalf of and under direct supervision of an Insured, but only for PROFESSIONAL SERVICES performed for a Named Insured. A former partner, principal, director, officer, employee or temporary staff of an Insured, but only for PROFESSIONAL SERVICES performed for a Named Insured during that prior affiliation or employment. The insurance provided by this provision, as with all other provisions of this policy, is subject to section IV. Conditions Affecting This Insurance, F. Other Insurance. 4. A partner, principal, director, or officer of an Insured who was a sole proprietor, partner, principal, director, or officer of a previous professional practice, but only for CLAIMS arising out of that individual's PROFESSIONAL SERVICES in that professional practice, and not for the PROFESSIONAL SERVICES of others in that professional practice. The insurance provided by this provision applies only if there is no other insurance available and, as with all other provisions of this policy, is subject to any retroactive date contained in this policy. A venture partner in a joint venture, but only for your legal liability arising out of PROFESSIONAL SERVICES performed by the joint venture. 6. The legal representative of any deceased individual described above, but only to the extent of that individual's rights and duties under this policy. E. When and Where We Insure This insurance applies to CLAIMS that meet each of the following: The CLAIMS are first made against you during a POLICY YEAR within the policy period shown in the Declarations and first reported to us within sixty (60) days after the end of that POLICY YEAR. 2. The CLAIMS arise out of your PROFESSIONAL SERVICES performed after the retroactive date, if any, shown in the Declarations or any Endorsement, but prior to the end of the policy period, provided that you had no knowledge of the CLAIMS prior to the effective date shown in the Declarations. 3. The CLAIMS are made anywhere in the world. Form No. DP-37000-1 (1/99) CS Page 5 © 1999 DPIC Companies, Inc. H. Limits of Insurance and Deductible A. The Limits of Insurance, shown in the Declarations and described below, are the most we will pay regardless of the number of Insureds, CLAIMS, or individuals or entities making CLAIMS. B. The Limits of Insurance shown in the Declarations will apply as follows: The limit for each CLAIM is the most we will pay for the sum of the CLAIM and CLAIM EXPENSES arising out of any single CLAIM. The aggregate limit is the most we will pay for the sum of all CLAIMS and CLAIM EXPENSES for all CLAIMS MADE AND REPORTED during each POLICY YEAR. C. One or more CLAIMS arising out of an act, error, or omission, or a series of related acts, errors, or omissions, will be treated as a single CLAIM and as part of the earliest CLAIM arising out of that act, error, or omission, or that series of related acts, errors, or omissions, regardless of when the earliest CLAIM was made against you. This policy applies only if the earliest CLAIM is first made against you during a POLICY YEAR within the policy period shown in the Declarations and first reported to us within sixty (60) days after the end of that POLICY YEAR. The limit for each CLAIM, shown in the Declarations, is the most we will pay for the sum of all CLAIM and CLAIM EXPENSES treated as a single CLAIM. D. The Limits of Insurance shown in the Declarations apply in excess of the Deductible described below. E. The Deductible shown in the Declarations will apply as follows: The Deductible does not apply to CLAIMS defined in section III. Definitions Of Terms In Bold Print, A. CLAIM, part 2. 2. You must pay the Deductible obligation for CLAIMS and CLAIM EXPENSES before we are obligated to pay. You must pay the Deductible obligation upon written request. We will determine the reasonableness of CLAIM EXPENSES that qualify in satisfaction of the Deductible. Unless otherwise endorsed, the Deductible applies whether this insurance is primary or excess and as follows: a) The Deductible for each CLAIM is the most you must pay as a Deductible for the sum of any CLAIM and CLAIM EXPENSES arising out of any single CLAIM. Form No. DP-37000-1 (1/99) CS Page 6 © 1999 DPIC Companies, Inc. b) The aggregate Deductible, if any, is the most you must pay as a Deductible for the sum of all CLAIMS and CLAIM EXPENSES for all CLAIMS MADE AND REPORTED during each POLICY YEAR. 4. A portion of the Deductible that you paid for a CLAIM will be reimbursed to you if that CLAIM is resolved in either one of the following ways: a) For a CLAIM that is resolved within one (1) year following the date that the CLAIM becomes a CLAIM described in section III. Definitions Of Terms In Bold Print, A. CLAIM, part 1., you will be reimbursed for seventy-five percent (75%) of the Deductible you paid, but not to exceed a maximum reimbursement of $15,000. b) For a CLAIM that is resolved through the use of "formal mediation," you will be reimbursed for fifty percent (50%) of the Deductible you paid, but not to exceed a maximum reimbursement of $15,000. "Formal mediation" means the voluntary process by which a qualified professional mediator, chosen by parties to the CLAIM with agreement by us, meets with and intercedes between the parties in an attempt to resolve the CLAIM. Litigation and arbitration are specifically excluded from this definition. F. The value of any PROFESSIONAL SERVICES rendered or expenses incurred by you that are related to a CLAIM, or any return, withdrawal, or reduction of fees, will not be applied to the Deductible or Limits of Insurance without our prior written consent. in. Definitions of Terms in Bold Print A. CLAIM means 1. a demand against you, or the filing of a suit or the initiation of an arbitration proceeding naming you, that seeks damages for an alleged error, omission, negligent act, or "personal injury" arising out of your PROFESSIONAL SERVICES; or 2. an event of which you have knowledge that may result in a demand against you that seeks damages arising out of your PROFESSIONAL SERVICES. "Personal injury" means injury arising out of false arrest, detention, or imprisonment; wrongful entry, eviction, or other invasion of a right of privacy; libel, slander, utterance, electronic distribution, or publication in violation of a right of privacy; malicious prosecution; or the unintentional infringement of copyright or patent. Form No. DP-37000-1 (1/99) CS Page 7 © 1999 DPIC Companies, Inc. One or more CLAIMS arising out of an act, error, or omission, or a series of related acts, errors, or omissions, will be treated as a single CLAIM and as part of the earliest CLAIM arising out of that act, error, or omission, or that series of related acts, errors, or omissions, regardless of when the earliest CLAIM was made against you. This policy applies only if the earliest CLAIM is first made against you during a POLICY YEAR within the policy period shown in the Declarations and first reported to us within sixty (60) days after the end of that POLICY YEAR. The limit for each CLAIM, shown in the Declarations, is the most we will pay for the sum of all CLAIM and CLAIM EXPENSES treated as a single CLAIM. B. CLAIM EXPENSES means 1. fees charged by an attorney designated by us, a mediator, or an arbitrator; and 2. all other fees, costs, and expenses arising out of the investigation, adjustment, or defense of a CLAIM, if authorized by us. CLAIM EXPENSES do not include the salaries or expenses of the Company's employees or the fees and expenses of independent adjusters. C. CLAIMS MADE AND REPORTED means CLAIMS that are first made against you during a POLICY YEAR within the policy period shown in the Declarations and first reported to us within that POLICY YEAR, and 2. arise out of your PROFESSIONAL SERVICES performed after the retroactive date, if any, shown in the Declarations or any Endorsement but prior to the end of the policy period, provided that you had no knowledge of the CLAIMS prior to the effective date shown in the Declarations. D. PROFESSIONAL SERVICES means services provided by or on behalf of an Insured in the performance of studies, surveys, assessments, evaluations, consultations, inspections, observations, scheduling, sequencing, or training; or 2. the preparation of reports, opinions, recommendations, permit applications, maps, drawings, designs, specifications, manuals, instructions, computer programs for designed systems, or change orders; or 3. construction management, quality control, monitoring, testing, or sampling necessary to perform any of the services listed above; or 4. the supplying of furnishings as a part of interior design services. Form No. DP-37000-1 (1/99) CS Page 8 © 1999 DPIC Companies, Inc. E. POLICY YEAR means each consecutive twelve (12) months of the policy period beginning on the effective date shown in the Declarations. However, if a POLICY YEAR within a policy period is modified by an endorsement, then that modified period will be deemed a POLICY YEAR for the purpose of determining the aggregate limit and any aggregate deductible. IV. Conditions Affecting This Insurance A. Your Duties When There Is a CLAIM 1. You must promptly notify us or our authorized representative of any CLAIM in writing and include the following information that is available to you: a) Details about the CLAIM and the implicated PROFESSIONAL SERVICES. b) The names and addresses of all involved individuals. 2. You must also take the following actions: a) Immediately send us copies of any demands, notices, summonses, or legal papers received in connection with the CLAIM. b) Authorize us to obtain records and other information. c) Cooperate with us in the investigation, defense, and settlement of the CLAIM. d) Assist us, upon our request, in the enforcement of any right against any individual or entity that may be liable to you because of the CLAIM. Expenses incurred by you for cooperation and assistance are not recoverable under this policy nor chargeable to the Deductible or Limits of Insurance without our written consent. This condition does not apply to section I. Insuring Agreements, B. What We Compensate (Loss of Earnings). 4. You will not, except at your own cost, voluntarily make payment, assume any obligation, or incur any expenses without our written consent. B. Settlement We will not settle any CLAIM without the written consent of the first Named Insured shown in the Declarations. If, however, consent to any settlement recommended by us is withheld and you elect to contest that CLAIM or continue the litigation, then our liability for that CLAIM will not exceed the amount for which that CLAIM would have been settled plus CLAIM EXPENSES up to the date consent was withheld. Form No. DP-37000-1 (1/99) CS Page 9 © 1999 DPIC Companies, Inc. C. Transfer of Rights of Recovery Against Others to Us (Subrogation) You and the Company may have rights to recover all or part of any payment you or the Company make under this policy. If so, those rights are transferred to us. At our request, you will cooperate in transferring those rights to us and in helping us enforce them. Prior to a CLAIM, if you agreed in a written contract with your client to waive your rights of recovery or subrogation, we will not exercise rights of recovery or subrogation pursuant to that contract. Subsequent to a CLAIM, you must do nothing to impair those rights. Any monetary recoveries will be distributed to you and the Company on a pro rata basis determined by the amounts paid by you within the Deductible and paid by the Company under this policy. D. Transfer of Your Rights and Duties Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Insured. E. Legal Action Against Us No individual or entity has a right under this policy to join us as a party or otherwise bring us into a suit seeking damages from an Insured, or to sue us unless all of the terms of this policy have been met. F. Other Insurance This insurance is excess over any other insurance, whether that insurance is written as primary, excess, contingent, or otherwise, and specific exclusions in this policy always apply. When this insurance is excess, we will not defend any CLAIM that any other insurer has a duty to defend. If no other insurer defends, we have the right but not the duty to do so. If we defend, we will be entitled to your rights against all other insurers. G. Premiums The first Named Insured shown in the Declarations is responsible for the payment of all premiums and Deductibles, and will be the payee for any return premium we pay. H. Examination and Audit We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three (3) years afterward. Form No. DP-37000-1 (1/99) CS Page 10 © 1999 DPIC Companies, Inc. I. Bankruptcy Bankruptcy or insolvency of an Insured or of an Insured's estate will not relieve us of our obligation under this policy. However, this insurance will not apply to liability directly or indirectly due to bankruptcy, insolvency, receivership, or subsequent liquidation. J. Cancellation or Non -Renewal 1. The first Named Insured shown in the Declarations, on behalf of all Insureds, may cancel this policy by mailing or delivering to us, or to our authorized representative, advance written notice of cancellation. 2. We will not cancel this policy except for one or more of the following reasons: a) non-payment of premium; b) fraud or material misrepresentation in procuring this insurance or in relation to any CLAIM; c) changes in law affecting this policy. 3. If we cancel this policy, we will mail or deliver to the first Named Insured, on behalf of all Insureds, written notice of cancellation a) at least ten (10) days before the effective date of cancellation, if we cancel for non-payment of premium; or b) at least sixty (60) days before the effective date of cancellation, if we cancel for any other reason. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is canceled, we will send the first Named Insured any premium refund due. The refund will be pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. We will give you written notice sixty (60) days prior to the expiration of this policy if we do not intend to renew this insurance subject to any state requirements. The notice will include our reason for non -renewal. 7. We will mail or deliver our notice to the first Named Insured's last mailing address known to us or our authorized representative. 8. If notice is mailed, proof of mailing will be sufficient proof of notice. Form No. DP-37000-1 (1/99) CS Page 11 0 1999 DPIC Companies, Inc. K. Changes This policy contains all agreements between you and the Company concerning the insurance provided. The first Named Insured shown in the Declarations is the only Insured authorized to request changes in the terms of this policy. Policy terms can be amended or waived only by Endorsement issued by us and made a part of this policy. L. Liberalization If the Company files, with the appropriate regulator, general revisions to the terms and conditions of this policy form to provide more coverage without an additional premium charge, then your policy will automatically provide this additional coverage as of the date the filed revision is effective in the state shown in the mailing address of the first Named Insured. The Company has caused this policy to be signed by its authorized officers, but it is not valid unless countersigned on the Declarations page by a duly authorized representative of the Company. President Secretary 9_.- -J- _J2�a�jXA- Form No. DP-37000-1 (1/99) CS Page 12 © 1999 DPIC Companies, Inc. 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 (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 January 28, 2003 Hartzog & Crabill, Inc. Attn: Trammel Hartzog, President 275 Centennial Way, Suite 208 Tustin, CA 92780 Re: Agreement for Professional Consulting Services Dear Mr. Hartzog: EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Communitv Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 The insurance requirement has been met. Transmitted herewith is a duplicate original copy of the above referenced agreement approved by the Vernon City Council on October 9, 2002. If you have any questions regarding this matter, please call Mr. Samuel Kevin Wilson at (323) 583-8811 ext. 245. Very truly yours, Ne Gi o Assistant to the Chief Deputy City Clerk NG/gm CC: Samuel Kevin Wilson Dolores Fonseca Resolution No. 8079 Agreement No. 02-083 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 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES 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 1Lq day of October, 2002, in the City of Vernon, California, IBY AND BETWEEN 0 hi THE CITY OF VERNON, a municipal corporation (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, California 90058 HARTZOG & CRABILL, INC. (hereinafter referred to as "Consultant") 275 Centennial Way, Suite 208 Tustin, California 92780 MT/ TR17%T f WHEREAS, Consultant performed the signal synchronization design portion of City's Contract No. 552, Traffic Signal Synchronization, and after conducting a study of the intersection at 515t Street and Santa Fe Avenue determined that traffic signals were needed to reduce traffic flow delays; and WHEREAS, the City desires to retain a traffic engineering consultant to design and prepare plans, specifications and estimates ("PS&E") for traffic signal modification at the intersection of 51st Street/Fruitland Avenue and Santa Fe Avenue (the "Signal Project"); and WHEREAS, the City requested proposals from qualified consultants to assist the City; and WHEREAS, the Consultant submitted a proposal to the City dated July 26, 2002 (the "Proposal"), which includes a description of the tasks that it would perform and a cost estimate for such services; di t s 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 Iand WHEREAS, Consultant has advised the City that it is qualified to perform such services under this Agreement; and WHEREAS, the City has determined that Consultant has demonstrated that it has the requisite competency and professional qualifications and desires to engage the Consultant for the Iservices hereinafter described. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. SCOPE OF SERVICES. Consultant shall perform the traffic signal modification design services as outlined in the Proposal, which is attached hereto as Exhibit "A" and incorporated herein by reference as though fully set forth. The design services consist of: Task 1 - Pre -Design Conference; Task 2 - Design Research; and Task 3 - Plans, Specifications and Estimates Preparation. The PS&E will be prepared for Santa Fe at 51st/Fruitland. The work to be performed hereunder does not include the preparation of a PS&E for Fruitland/Downey. Consultant shall provide said services at the time, place, and in the manner specified in the Proposal, subject to the direction of the City, as may be provided through its staff from time to time. It is understood and agreed that in the event of a conflict between the Proposal and this Agreement, the terms of this Agreement shall prevail. 2. TIME OF PERFORMANCE. Consultant's services herewith shall commence upon the full execution of this Agreement, shall remain in force from the effective date, and shall expire upon completion according to the - 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 W-B Proposal and acceptance by the City, unless terminated according to Section 9 of this Agreement or extended upon the written agreement of both parties to this Agreement. Completion of the services to be performed by Consultant is expected to be no later than December 31, 2002. 3. PROGRESS REPORTS. Consultant shall submit progress reports at least once a week until the work hereunder is completed. Consultant shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the services being performed by Consultant under this Agreement. 4. COMPENSATION. The City shall pay Consultant on a flat fee basis an amount not to exceed Six Thousand Four Hundred Dollars and No Cents ($6,400.00) for services rendered in conformity with Tasks 1 through 3 set forth in the Proposal. 5. METHOD OF PAYMENT. Upon completion of the services performed hereunder, Consultant shall submit an invoice to the City for payment stating the amount due Consultant. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. Consultant shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 6. CHANGES AND EXTRA SERVICES. The City reserves the right to request changes in the services to be performed by Consultant. All such changes shall be - 3 - 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 incorporated in written change orders executed by the City and Consultant that shall specify the changes ordered and the adjustment of compensation and completion time required thereof. Any services added to the scope of this Agreement by a change order shall be executed under all applicable conditions of this Agreement. No claim for additional compensation or extension of time shall be recognized unless contained in a duly executed change order. 7. PERSONNEL Consultant agrees that all services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that services will be performed and rendered diligently. Consultant shall only perform additional services during this time period when requested by the City Administrator and the Director of Community Services. The Consultant represents that it has, or shall secure at its own expense, all personnel required to perform the Consultant's services under this Agreement, but at all times shall be responsible for the services of such personnel. The Consultant may not employ any sub -consultants without the prior written approval of the City. 8. PRODUCTS OF CONSULTING. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Consultant, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the - 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 property of City. Consultant shall deliver such documents and materials to the City as they are generated; however, Consultant may take and retain copies of said documents and materials that are not Confidential Information, as desired. All reports, information, data and exhibits prepared or assembled by the Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the City to the public and the Consultant agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant. Any reuse of Consultant prepared documents, other than for the specific purpose intended hereunder, will be at the City's sole risk and without liability or legal exposure to Consultant or its subcontractor. City shall indemnify and hold harmless Consultant from all claims, damages, losses and expenses including attorney's fees arising or resulting from such reuse. 9. TERMINATION This Agreement may be terminated by the City without cause on fifteen (15) days written notice to Consultant. Upon termination of this Agreement, all property belonging to the City which is in the Consultant's possession, shall be returned to the City. Consultant shall furnish to the City a final invoice for work performed by Consultant, prepared as set forth in Section 5 of this Agreement. This final invoice shall be reviewed and paid in - 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 the same manner as set forth in Section 5 of this Agreement. In the event of such termination by the City, Consultant shall be entitled to only the compensation earned by it prior to the date of the termination notice, plus compensation for necessary work performed during the fifteen (15) day notice period and authorized in the termination notice. 10. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 Consultant: HARTZOG & CRABILL, INC. ATTN: TRAMMELL HARTZOG, PRESIDENT 275 CENTENNIAL WAY, SUITE 208 TUSTIN, CA 92780 11. CONFIDENTIAL INFORMATION. A. Access to Confidential Information. The City may provide Consultant with certain information not legally subject to public disclosure concerning the City, or businesses located in the City. Such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Agreement. B. No Disclosure. Except as expressly permitted, Consultant shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the - 6 - 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 express prior written consent of an authorized representative of the City. Consultant shall return any written Contidentiai 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 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. Consultant shall take treasonable measures to avoid any disclosure of any such lConfidential 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 the 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. 12. INDEMNITY AND INSURANCE. A. Indemnification of City. Consultant shall Hindemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and - 7 - 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 all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments, and all costs of defense to the extent arising, directly or indirectly, in whole and in part, out of the negligent services or willful misconduct performed under this Agreement, except to the extent arising from or caused by the active negligence or willful misconduct of the City, its officers, agents or employees. B. Insurance. Prior to commencing work hereunder, Consultant shall provide the City with proof of insurance providing and maintaining the coverage and endorsements set forth in the Insurance Schedule attached hereto as Exhibit "B" and made a part hereof by reference. Said proof of insurance shall also provide that said policy or policies shall not be cancelled or reduced in liability limits without giving at least thirty (30) days prior written notice to the City. If Consultant fails to provide proof of insurance coverage as specified above, the City may, at its sole discretion, terminate this Agreement immediately. Consultant shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Consultant employs subcontractors as part of the services rendered, Consultant's protective coverage is required. Consultant may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. - 8 - 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 13. GENERAL PROVISIONS. A. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, the City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to the Agreement except to the extent that such services involve the use of the City's property or Confidential Information. B. Consultant Not Agent. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. C. Governing Law. The vailaity, interpretation and performance of this Agreement shall be controlled and construed under the laws of the State of California as enacted and in force at the time this Agreement is fully executed. D. Assignment and Subcontracting Prohibited. Consultant may not assign or subcontract any right or obligation pursuant to this Agreement except with the express written consent of the City. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. E. Amendment. Except as may otherwise be 11specifically provided herein, all changes or modifications to this - 9 - 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 Agreement shall be in writing stating that it is an amendment to this Agreement and shall be signed by both parties or their duly authorized agents. This Agreement shall not be modified through course of dealing, usage or trade. F. Entire Agreement. This Agreement constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connections with the subject matter hereof. All exhibits are incorporated by reference. Consultant represents that in entering into this Agreement, it has not relied on any previous representations or understandings of any kind or nature. G. Benefit of Agreement. This Agreement shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. H. Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a State Court in the County of Los Angeles, California. Iireference. I. Recitals. All recitals are incorporated by J. Waiver. Any waiver at any time by either party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to subsequent default or other matter. K. Attornev's Fees. In the event that it becomes - 10 - 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 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 attorney's fees to be paid to the successful litigant. L. Force Majeure. Neither Party shall be considered in to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force, shall give written notice within five (5) Business Days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: B y : BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: By: </----/--- cfl��2 EDUARDO OLIVO, City Attorney THE CITY OF VERNON By;.'� EONIS C. MALBTJRG, Mayor HARTZO & CRABI`L, INC. B y : Name Title: �1 t°� F!y7-- By: �&/- � Name: I'Aa --I' Title:yleE - 12 - Hartzog & Crabill, Inc. Trammell Hartzog, President Jerry Crabill, P.E., Executive Vice President 275 Centennial Way Suite 208 Tustin, CA 92780 Phone: (714) 731-9455 FAX: (714) 731-9498 www.hartzog-crabill.com Commoty Setvj^es July 26, 2002 Mr. Ali Nourmohamadian, P.E. City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Subject: Proposal To Provide Traffic Engineering Services For Traffic Signal Modification Design. Dear Mr. Nourmohamadian: Hartzog & Crabill, Inc. (HCI) is pleased to submit this proposal to provide professional traffic engineering services to the City of Vernon for traffic signal modification design. These services involve all tasks necessary to design and prepare plans, specifications and estimates (PS&E) for the proposed signal modifications and minor striping changes. The proposed signal modifications are at the intersections of Santa Fe Avenue at 51st Street/Fruitland Avenue and Fruitland Avenue at Downey Road. Our scope of work, schedule and fees to complete this project is as follows: SCOPE OF WORK Task 1 - Pre -Design Conference HCI will conduct a pre -design conference with the City to discuss project objectives, scope, and schedule. Following this meeting, HCI will begin preparations for the signal design effort. Task 2 - Design Research HCI will collect copies of available engineering drawings for the project intersections and roadways. A field survey of each project intersection will be completed to document existing features such as sidewalks, driveways, catch basins, striping and medians. From this survey and the collected Consulting Traffic Engineers to Government Agencies .. � Y . � �[ i � � • � a Mr. Ali Nourmohamadian, P.E. July 26, 2002 Page 2 engineering drawings, base drawings will be prepared from which the signal design will proceed. HCI will research and show all utilities in the vicinity of the intersection on the plan. Task 3 - Plans, Specifications and Estimates Preparation 3.1 Plan Preparation. HCI will prepare engineering plans that will take into consideration street and intersection geometrics and other factors that may influence the design and/or operation of the signal system. Plans will be prepared in accordance with City and State standards and will include the following elements: General and construction notes, phase diagram, conductor and detector schedules, and any other details necessary for construction. Proposed striping changes for 51st Street will be shown on the signal plan. The signal plans will be prepared at 20-scale and will be plotted on D size (24"06") sheets with the City's title block. 3.2 Plan Review. Following the completion of the preliminary engineering plans, HCI will provide copies of these plans to the City for review and comment. After receipt of the City's comments, HCI will incorporate these comments into the final plans. Upon approval by the City of the preliminary engineering plans, a final set of plans, specifications and estimates ready for construction will be provided. 3.3 Products. The final products to the City will include three complete sets of plans and specifications and one reproducible mylar plan set. An electronic copy of the drawing files and specifications will be provided on a CD-ROM in AutoCAD 2002 and Microsoft Word (v.7.0) formats, respectively. PROJECT TEAM Individuals who will be assigned to this project team will include Mr. Trammell Hartzog as the Project Manager assisted by Mr. Mark Esposito. Information as to the qualifications of Mr. Hartzog and Mr. Esposito are as follows: Project Manager - Mr. Trammell Hartzog Mr. Hartzog will serve as the Project Manager for this project and will be the primary contact between HCI and the City. As Project Manager in charge of this signal design effort, he will ensure that communication between yourself and HCI occurs at regular intervals. With over 36 years of experience, Mr. Hartzog is a recognized expert in the area of traffic signal design and operations. Mr. Hartzog has designed more than 2,000 traffic signals, numerous interconnect systems and presently provides traffic signal operations services to eight Southern California cities. Mr. Ali Nourmohamadian, P.E. July 26, 2002 Page 3 Engineering Associate - Mr. Mark Esposito Mr. Esposito provides assistance to Mr. Hartzog in the area of traffic signal design and will oversee many aspects of the signal plan preparation. Mr. Esposito brings 12 years of experience specifically related to traffic signal design and operations. Four of these years were devoted to serving the City of Glendora's Traffic Engineering Department, while the last 8 years have been with HCI. Serving the firm in the area of traffic signal design and operations, his responsibilities include: project management; preparation of project plans, specifications and estimates; and the development and analysis of traffic signal timing data. SCHEDULE After receipt of the City's notice -to -proceed, HCI will immediately begin work on the signal plans. HCI will provide the City with 60 % and 90 % progress submittals for review and comment followed by the final 100 % submittal. The first progress submittal (60 %) will be provided within two weeks and, depending on the duration of the plan review periods, final delivery of the PS&E is estimated to be four weeks later. PROFESSIONAL FEES HCI is proposing a total fixed fee cost of $13,400.00 to complete work Tasks 1 through 3 for this signal design project. A cost breakdown is provided below. Work Element Location Fee Prepare P &E Santa Fe at 51st Fruit and Signal Modification Design $6,400.00 Sigel Medifisatie -1 s 00000 � Total = $2 --- * 6, g06.0t We look forward to the City's acceptance of this proposal and to the beginning of work. Thank you for the opportunity of proposing on this project. If you have any questions or need more information please call. Very truly yours, HARTZOG & CRABILL, INC. ,// Q cfz Trammell Hartzog President .s - * : q�. y' � ,'. `° c �j h 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 EXHIBIT B INSURANCE SCHEDULE Consultant 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 Employers' Liability $1,000,000 per employer II. General and Professional Liability General Liability $1,000,000 $2,000,000 $1,000,000 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 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contract Liability $1,000,000 $2,000,000 $1,000,000 Professional Liability $1,000,000 $1,000,000 $1,000,000 a. The general liability policy shall contain the following special endorsements that 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 additional 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. Only certification of the following proofs will be acce ted: 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 - _ L • � `p E i y i � k a _ _ +. F i� t � tl� J