Resolution No. 8204KA
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RESOLUTION NO. 8204
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHQRIZING THE EXECUTION OF A
PROFESSIONAL CONSULTING SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND TECS ENVIRONMENTAL
COMPLIANCE SERVICES, INC.
WHEREAS, the City of Vernon is a co-permittee with Los
Angeles County in Municipal Storm Water Permit Order No. 96-054; and
WHEREAS, all storm water permittees are required to comply
with the National Pollution Discharges Elimination System ("NPDES")
requirements; and
WHEREAS, in order to satisfy NPDES requirements, the City of
Vernon needs to continue its existing compliance program; and
WHEREAS, the NPDES requirements have recently become
increasingly more complex with the issuance of a new permit on
December 131 2001; and
WHEREAS, TECS Environmental Compliance Services, Inc.
("TECS") has provided services to the City of Vernon in the past
relating to the implementation and administration of its NPDES
compliance program; and
WHEREAS, as a result of TECS' past services to the City, it
should be able to more efficiently and effectively provide the
services now required by the City; and
WHEREAS, on May 19, 2003, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, the Director of Finance,
dated May 15, 2003, that an agreement with TECS be approved and
executed for the 2003-04 permit year; and
WHEREAS, the City Council of the City of Vernon has
1 determined that, pursuant to the provisions of subsection (a) of
2 Section 2.27 of the Vernon City Code, it is in the public interest and
3 necessity to enter into a contract with TECS for the implementation
4 and administration of Vernon's NPDES compliance program to enhance
5 services provided to the Vernon community.
6 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
7 CITY OF VERNON AS FOLLOWS:
8 SECTION 1: The City Council of the City of Vernon hereby
9 finds and determines that the recitals contained hereinabove are true
10 and correct.
11 SECTION 2: The City Council of the City of Vernon hereby
12 approves the Agreements for Professional Consulting Services with
13 TECS, a copy of which is attached hereto as Exhibit "A" and made a
14 part hereof.
15 SECTION 3: The City Council of the City of Vernon hereby
16 authorizes the Mayor and the City Clerk to execute said Agreement for,
17 and on behalf of, the City of Vernon.
18 SECTION 4: The City Council of the City of Vernon hereby
19 directs the City Clerk, or his designee, to send one fully executed
20 Contract to:
21 TECS Environmental Compliance Services, Inc.
Attn..Ray Tahir, President
22 106 South Mentor Avenue, Suite 125
23 Pasadena, CA 91106
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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 215t day of May, 2003.
ATTEST:
Lam`
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALB RG, May r
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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.
8204, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, May 21,
2003, and thereafter was duly signed by the Mayor of the City of
Vernon.
( S EA.L )
/ZZ- --
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN THE CITY OF VERNON AND
TECS ENVIRONMENTAL COMPLIANCE SERVICES, INC.
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 May,
2003, in the City of Vernon, California,
BY AND BETWEEN THE CITY OF VERNON, (hereinafter
referred to as the "City")
4305 Santa Fe Avenue
Vernon, California 90058
AND TECS ENVIRONMENTAL COMPLIANCE
SERVICES, INC. (hereinafter
referred to as "Consultant")
106 South Mentor Avenue, Suite 125
Pasadena, California 91106
WHEREAS, the City is a co-permittee with Los Angeles County
in Municipal Storm Water Permit Order No. 96-054; and
WHEREAS, all storm water permittees are required to comply
with the. National Pollution Discharge Elimination System ("NPDES")
requirements; and
WHEREAS, in order to satisfy NPDES requirements, the City
will have to continue its existing compliance program; and
WHEREAS, the NPDES requirements are very complex and have
recently become increasingly more complex with the issuance of a new
permit on December 13, 2001; and
WHEREAS, Consultant has expertise in the area of
environmental compliance, including NPDES compliance; and
WHEREAS, Consultant has assisted the City with meeting its
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1compliance requirements including those established by the State
Water Quality Control Board; and
WHEREAS, it remains more cost effective to have Consultant
lassist the City in the implementation and administration of its NPDES
compliance program; and
WHEREAS, the City desires to continue to retain the
services of Consultant; and
WHEREAS, Consultant submitted a proposal to the City dated
March 18, 2003 (hereinafter referred to as "the Proposal"), which
includes a description of the proposed services and a cost of the
services for the 2003-2004 permit year; and
WHEREAS, Consultant represents that it is qualified to
perform such services under this Agreement for Professional
Consulting Services (hereinafter referred to as "the Agreement").
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
I. Scope of Services.
Consultant shall perform services as outlined in the
Proposal, which is attached hereto as Exhibit "A" and made a part
hereof by reference. Consultant shall provide said services at the
time, place, and in the manner specified in the Proposal, subject to
the direction of the City, through its staff, as may be provided from
time to time. Such services shall include the followings identified
tasks: (1) Program Management, (2) Development Planning, (3)
Development Construction, (4) Illicit Connection/Discharge, (5)
Public Agency Program, (6) Public Information, (7) Inspection, and
(8) TMDL Compliance. It is understood and agreed that in the event
of a conflict between the Proposal and this Agreement, the terms of
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1 this Agreement shall prevail.
2 Consultant agrees that all services provided will be
3 conducted by the principal and, if staff members or subcontractors
4 are used, their work will be under the supervision of the principal.
5 Consultant shall undertake and carry on the work diligently to
6 conclusion, using that standard of care, skill, and diligence
7 normally provided by professional person in the performance of such
8 services.
9 II. Time of Performance.
10 Consultant's services herewith shall commence upon signing
11 of this Agreement and shall be completed according to the schedule
12 set forth in the Proposal, unless otherwise terminated or extended.
13 III. Compensation.
14 1. Services. The City shall compensate Consultant
15 for actual effort expended on a time and material basis in accordance
16 with the fee schedule set forth in the Proposal. The total
17 compensation shall not to exceed Forty -Five Thousand Eight Hundred
18 Fifty Dollars ($45,850.00) for the 2003-2004 permit year.
19 2. Expenses. Expenses may be billed but only if
20 given advance approval in writing by the City Administrator.
21 IV. Method of Payment.
22 Within thirty (30) days after the last day of any month in
23 which services have been performed or costs incurred hereunder,
24 Consultant shall submit an invoice to the City stating the amount due
25 Consultant. The invoice shall also contain an itemization of
26 services rendered for which compensation is due (i.e., the services
27 performed, the date the services were performed, the number of hours
28 spent and by whom), directly related job expenses and charges.
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Payment of the invoice shall be made after acceptance and approval by
the City within thirty (30) days.
In the event that Consultant is allowed to use
subcontractors, Consultant shall be responsible for paying any sub-
contractors used in the performance of this Agreement. Sub-
contractors shall not bill City directly.
V. 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
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.
VI. Confidential Information
1. Access to Confidential Information. The City may
provide Consultant and/or its subcontractors with, or allow
Consultant access to, certain information not available to the public
concerning the City, or businesses located in the City. The
information may include company information, taxes, sales, value of
assets, or other such information. All such information shall be
known as "Confidential Information" and may not be used to circumvent
the responsibility of either party to this Agreement.
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2. No Disclosure. Except as expressly permitted,
Consultant and/or its subcontractors 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 express prior written consent of an
authorized representative of the City. Consultant and/or its
subcontractors 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 and/or its
subcontractors only as authorized by the City. Contractor shall
include a contract provision in its contracts with subcontractors
that binds the subcontractors to this non -disclosure requirement.
Consultant shall take reasonable measures to avoid any disclosure of
any such Confidential Information to any unauthorized person.
3. 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 Confidential Information required to be
disclosed pursuant to court order or subpoena after legal counsel has
exhausted any lawful and timely appeal or challenge.
4. 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
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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.
VII. Indemnitv and Insurance.
1. 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 all claims,
demands, losses, damages, liabilities, fines, charges, penalties,
orders, judgments, and all costs and expenses incurred in connection
therewith, including reasonable attorney's fees and costs of defense
arising out of the negligent services performed under this Agreement,
except to the extent arising from or caused by the negligence or
willful misconduct of City, its officers, agents or employees.
2. 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 materially reduced
in coverage without giving at least thirty (30) days prior written
notice to the City.
If Consultant employs subcontractors as part of the
Services rendered, Consultant's protective coverage is required.
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.
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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.
VIII. General Provisions.
1. 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.
2. 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.
3. Products of Consulting.
a. All products of consulting services produced
by Consultant or its subcontractors, with the exception of computer
software that may be developed by Consultant, shall become the
property of the City and the original copies shall be delivered to
the City before the end of the performance of this Agreement. Copies
of all vicinity maps, field summary reports, field memoranda, field
and laboratory test results, and final reports shall be made
available to the City. Computer software shall remain the property of
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Consultant and/or its subcontractors, except for the City's continued
right to use said software at no extra cost.
b. All samples shall remain the property of the
City,- and the City shall promptly at its cost remove and lawfully
dispose of samples, cuttings and hazardous materials, unless
otherwise agreed in writing. If appropriate, Consultant shall
preserve samples obtained for the project for not longer than sixty
(60) days after the issuance of any document that includes the data
obtained from those samples.
4. 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.
5. Termination. This Agreement may be terminated by
the City without cause on fifteen (15) days written notice to
Consultant. Consultant shall be entitled to the compensation earned
by it prior to the date of the termination notice, computed pro rata
up to and including that date, plus compensation for work performed
during the fifteen -day notice period and authorized in the
termination notice.
6. Notices. Notices to the parties, unless
otherwise requested, in writing shall be sent to the addresses listed
on the first page of this Agreement.
7. Recitals. All recitals are incorporated by
reference.
8. Entire Agreement. This Agreement constitutes the
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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.
9. 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 if fully executed.
10. Benefit of Agreement. This Agreement shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
11. 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.
12. Amendment. All changes or modifications to this
Agreement shall be in writing stating that it is an amendment to this
Agreement and shall be signed by the parties or their duly authorized
agents. This Agreement shall not be modified through course of
dealing, usage or trade.
13. Forum Selection. Any action brought relating to
this Agreement shall be brought and held exclusively in a State Court
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lin the County of Los Angeles, California.
14. Force Majeure. Neither Party shall be considered
to be in default in any of its obligations under this Agreement 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.
15. Conflicts of Interest.
In the event that a potential conflict should arise
between the interests of City and the interests of any one of
Consultant's other clients, during Consultant's performance of
services under this Agreement, Consultant shall notify City of such
potential conflict. Notice of the existence of a potential conflict
of interest shall be given in writing to City within ten (10) days of
the perceived conflict. The conflict of interest letter shall
specify when the potential conflict arose, the identity of the other
party(ies) and the facts that give rise to the potential conflict.
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1 In the event that a potential conflict of interest is deemed by City
2 to be an actual conflict of interest, City may, at its discretion,
3 terminate this Agreement immediately.
4 16. Interests of Consultant.
5 Consultant affirms that it presently has no interest
6 and shall not have any interest, direct or indirect in any real
7 property in City or any other interest, which would conflict in any
8 manner with performance of the services contemplated by this
9 Agreement. No person having such interest shall be employed by or be
to associated with Consultant.
11 17. Partial Invalidity. Wherever possible, each
12 provision hereof will be interpreted in such manner as to be
13 effective and valid under applicable law, but in case any one or more
14 of the provisions contained herein will, for any reason, be held to
15 be invalid, illegal or unenforceable in any respect, such provision
16 will be ineffective to the extent, but only to the extent of such
17 invalidity, illegality or unenforceability without invalidating the
18 remainder of such provision or provisions or any other provision
19 hereof, unless such a construction would be unreasonable or contrary
20 to the parties' intent as expressed in this Agreement.
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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:
By:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
By:
EDUARDO OLIVO, City Attorney
THE CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
TECS ENVIRONMENTAL COMPLIANCE
SERVICES, INC.
By:
Name•
Title:
By:
Name:
Title:
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EXHIBIT
Environmental_ Com Iiance Ser .,..% p vice s
106 South Mentor Avenue - Suite 125 • Pasadena, CA 91106
T E C S (626) 396-9424 • fax (626) 396-1916.
_ RECEIVELD,
X
March 18, 2003 2 Q Z00`
Community Services
Mr, Woody Natsuhara
Assistant Director of Community Services
.City of Vernon
4305 Santa Fe,Avenue
Vernon, CA 90058
Subject: Proposal to. Provide Municipal NPDES Compliance Services
' . Dear Mr. /Natsuhara:
TECS Environmental is,, pleased to propose its,services to assist'the City of
Vernon, comply with municipal NPDES permit requirements for the 20,03-2;Q04
permit year. TECS proposes to perform the tasks specified in the, attached
proposal fora not -to -exceed cost of $36,150 to $46,850.
The variance in cost is due to optional tasks that the City may wish TECS
Environmental to perform. Such optional tasks; include (1) plan checking
associated with development 'planning and development- construction
requirements; and (2) compliance assistance to,industrial facilities.
Thank you once again for giving TECS Environmental the opportunity' -._to
propose its services to you. I look forward to discussing this proposal with you
more fully in the near. future.
6 Vre'
Ray Tahir
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EXHIBIT
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EXHIBIT B
INSURANCE SCHEDULE
TECS Environmental Compliance Services 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
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Professional Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on
or attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as 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 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 "B"
SUPPORTING
DOCUMENTS
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AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
BETWEEN THE CITY OF VERNON AND
TECS ENVIRONMENTAL COMPLIANCE SERVICES, INC.
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 May,
2003, in the City of Vernon, California,
BY AND BETWEEN THE CITY OF VERNON, (hereinafter.
referred to as the "City")
4305 Santa Fe Avenue
Vernon, California 90058
AND TECS ENVIRONMENTAL COMPLIANCE
SERVICES, INC. (hereinafter
referred to as "Consultant")
106 South Mentor Avenue, Suite 125
Pasadena, California 91106
RECITALS
WHEREAS, the City is a co-permittee with Los Angeles County
in Municipal Storm Water Permit Order No. 96-054; and
WHEREAS, all storm water permittees are required to comply
with the.National Pollution,Discharge Elimination System ("NPDES")
requirements; and
WHEREAS, in order to satisfy NPDES requirements, the City
will have to continue its existing compliance program; and
WHEREAS, the NPDES requirements are very complex and have
recently become increasingly more complex with the issuance of a new
permit on December 13, 2001; and
WHEREAS, Consultant has expertise in the area -of
environmental compliance, including NPDES compliance; and
WHEREAS, Consultant has assisted the City with meeting its
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compliance requirements including those established by the State
Water Quality Control Board; and
WHEREAS, it remains more cost effective to have Consultant
assist the City in the implementation and administration of its NPDES
compliance program; and
WHEREAS, the City desires to continue to retain the
services of Consultant; and
WHEREAS, Consultant submitted a proposal to the City dated
March 18, 2003 (hereinafter referred to as "the Proposal"), which
includes a description of the proposed services and a cost of the
services for the 2003-2004 permit year; and
WHEREAS, Consultant represents that it is qualified to
perform such services under this Agreement for Professional
Consulting Services (hereinafter referred to as "the Agreement").
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
IFORTH HEREIN:
I. Scope of Services.
Consultant shall perform services as outlined in the
Proposal, which is attached hereto as Exhibit "A" and made a part
hereof by reference. Consultant shall provide said services at the
time, place, and in the manner specified in the Proposal, subject to
the direction of the City, through its staff, as may be provided from
time to time. Such services shall include the followings identified
tasks: (1) Program Management, (2) Development Planning, (3)
Development Construction, (4) Illicit Connection/Discharge, (5)
Public Agency Program, (6) Public Information, (7) Inspection, and
(8) TMDL Compliance. It is understood and agreed that in the event
of a conflict between the Proposal and this Agreement, the terms of
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this Agreement shall prevail.
Consultant agrees that all services provided will be
conducted by the principal and, if staff members or subcontractors
are used, their work will be under the supervision of the principal.
Consultant shall undertake and carry on the work diligently to
conclusion, using that standard of care, skill, and diligence
normally provided by professional person in the performance of such
services.
II. Time of Performance.
Consultant's services herewith shall commence upon signing
of this Agreement and shall be completed according to the schedule
set forth in the Proposal, unless otherwise terminated or extended.
III. Compensation.
1. Services. The City shall compensate Consultant
for actual effort expended on a time and material basis in accordance
with the fee schedule set forth in the Proposal. The total
compensation shall not to exceed Forty -Five Thousand Eight Hundred
Fifty Dollars ($45,850.00) for the 2003-2004 permit year.
2. Expenses. Expenses may be billed but only if
given advance approval in writing by the City Administrator.
IV. Method of Payment.
Within thirty (30) days after the last day of any month in
which services have been performed or costs incurred hereunder,
Consultant shall submit an invoice to the City stating the amount due
lConsultant. The invoice shall also contain an itemization of
services rendered for which compensation is due (i.e., the services
performed, the date the services were performed, the number of hours
spent and by whom), directly related job expenses and charges.
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Payment of the invoice shall be made after acceptance and approval by
the City within thirty (30) days.
In the event that Consultant is allowed to use
subcontractors, Consultant shall be responsible for paying any sub-
contractors used in the performance of this Agreement. Sub-
contractors shall not bill City directly.
V. 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
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.
VI. Confidential Information
1. Access to Confidential Information. The City may
provide Consultant and/or its subcontractors with, or allow
Consultant access to, certain information not available to the public
concerning the City, or businesses located in the City. The
information may include company information, taxes,.sales, value of
assets, or other such information. All such information shall be
known as "Confidential Information" and may not be used to circumvent
the responsibility of either party to this Agreement.
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1 2. No Disclosure. Except as expressly permitted,
2 Consultant and/or its subcontractors shall not disclose, permit the
3 disclosure of, release, disseminate, or transfer, whether orally or
4 by any other means, any part of such Confidential Information to any.
5 other person or entity, whether corporate, governmental, or
6 individual, without the express prior written consent of an
7 authorized representative of the City. Consultant and/or its
8 subcontractors shall return any written Confidential Information, and
9 all copies made of such items, to the City upon the City's written
to request, but in any event not later than the date that Consultant has
11 performed all services to be performed pursuant to this Agreement.
12 Consultant hereby agrees that such Confidential Information and any
13 documents provided may be used by Consultant and/or its
14 subcontractors only as authorized by the City. Contractor shall
15 include a contract provision in its contracts with subcontractors
16 that binds the subcontractors to this non -disclosure requirement.
17 Consultant shall take reasonable measures to avoid any disclosure of
18 any such Confidential Information to any unauthorized person.
19 3. Court Ordered Disclosure. Consultant shall
20 immediately notify the City of any court order or subpoena requiring
21 disclosure of Confidential Information, and shall cooperate with the
22 City's legal counsel in responding to any such order or subpoena.
23 Consultant may only disclose Confidential Information required to be
24 disclosed pursuant to court order or subpoena after legal counsel has
25 exhausted any lawful and timely appeal or challenge.
26 4. Remedies. In addition to any other remedies that
27 it may have at law or in equity, the City shall.be entitled to a
28 temporary and permanent injunction by a court of competent
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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.
VII. Indemnity and Insurance.
1. 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 all claims,
demands, losses, damages, liabilities, fines, charges, penalties,
orders, judgments, and all costs and expenses incurred in connection
therewith, including reasonable attorney's fees and costs of defense
arising out of the negligent services performed under this Agreement,
except to the extent arising from or caused by the negligence or
willful misconduct of City, its officers, agents or employees.
2. 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 materially reduced
in coverage without giving at least thirty (30) days prior written
notice to the City.
If Consultant employs subcontractors as part of the
Services rendered, Consultant's protective coverage is required.
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.
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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.
VIII. General Provisions.
1. 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.
2. 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•
1whatsoever.
3. Products of Consulting.
a. All products of consulting services produced
by Consultant or its subcontractors, with the exception of computer
software that may be developed by Consultant, shall become the
property of the City and the original copies shall be delivered to
the City before the end of the performance of this Agreement. Copies
of all vicinity maps, field summary reports, field memoranda, field
and laboratory test results, and final reports shall be made
available to the City. Computer software shall remain the property of
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Consultant and/or its subcontractors, except for the City's continued
right to use said software at no extra cost.
b. All samples shall remain the property of the
City,- and the City shall promptly at its cost remove and lawfully
dispose of samples, cuttings and hazardous materials, unless
otherwise agreed in writing. If appropriate, Consultant shall
preserve samples obtained for the project for not longer than sixty
(60) days after the issuance of any document that includes the data
obtained from those samples.
4. 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
3r obligation pursuant to this Agreement shall be void and of no
affect.
5. Termination. This Agreement may be terminated by
the City without cause on fifteen (15) days written notice to
Consultant. Consultant shall be entitled to the compensation earned
by it prior to the date of the termination notice, computed pro rata
up to and including that date, plus compensation for work performed
during the fifteen -day notice period and authorized in the
termination notice.
6. Notices. Notices to the parties, unless
otherwise requested, in writing shall be sent to the addresses listed
on the first page of this Agreement.
7. Recitals. All recitals are incorporated by
Ireference.
8. Entire Agreement. This Agreement constitutes the
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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.
9. 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
Itime this Agreement if fully executed.
10. Benefit of Agreement. This Agreement shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
11. 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.
12. Amendment. All changes or modifications to this
Agreement shall be in writing stating that it is an amendment to this
Agreement and shall be signed by the parties or their duly authorized
agents. This Agreement shall not be modified through course of
(dealing, usage or trade.
13. Forum Selection. Any action brought relating to
this Agreement shall be brought and held exclusively in a State Court
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in the County of Los Angeles, California.
14. Force Majeure. Neither Party shall be considered
to be in default in any of its obligations under this Agreement 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.
15. Conflicts of Interest.
In the event that a potential conflict should arise
between the interests of City and the interests of any one of
Consultant's other clients, during Consultant's performance of
services under this Agreement, Consultant shall notify City of such
potential conflict. Notice of the existence of a potential conflict
of interest shall be given in writing to City within ten (10) days of
the perceived conflict. The conflict of interest letter shall
specify when the potential conflict arose, the identity of the other
party(ies) and the facts that give rise to the potential conflict.
-10-
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In the event that a potential conflict of interest is deemed by City
to be an actual conflict of interest, City may, at its discretion,
terminate this Agreement immediately.
16. Interests of Consultant.
Consultant affirms that it presently has no interest
and shall not have any interest, direct or indirect in any real
property in City or any other interest, which would conflict in any
manner with performance of the services contemplated by this
Agreement. No person having such interest shall be employed by or be
associated with Consultant.
17. Partial Invalidity. Wherever possible, each
provision hereof will be interpreted in such manner as to be
effective and valid under applicable law, but in case.any one or more
of the provisions contained herein will, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such provision
will be.ineffective to the extent, but only to the extent of such
invalidity, illegality or unenforceability without invalidating the
remainder of such provision or provisions or any other provision
hereof, unless such a construction would be unreasonable or contrary
to the parties' intent as expressed in this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by and through their authorizgd officers on the date,
month and year first written above.
THE CITY. OF VERNON
By:
LEONIS C. �BUR�GMayor�
ATTEST: -
By: ��
BRUCE V. MALKENHORST, City V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
By.-� �
EDUARDO OLIVO, Ci orney
�RONMENTAL COMPLIANCE
, INC. /I
By:'- / "
Name : � '1 44
Titl :-per
By: jjj�
Name • Xk ?
Title 49�
-12-
Environmental Com FinS P ace er vices
106 South M_ entor Avenue - Suite 125 - Pasadena, CA 91106
T ` E C S (626) 396-9424 - fax (626) 396-1916.
+ E50
March 18, 2003 .
MAR 2 9- 200'
- CornMUh ty vices
Mr., woody. Natsuhara -
Assistant Director -of Community Services
City of-Vemon >
4305 Santa Fe.Avenue_
- Vernon, CA 90058 - -
Subject: Proposal to_Provide Municipal NPDES Compliance Services
Bear Mr. Nat'suhara: .'
;TECS Enviropmental is .'pleased to propose its,senrices to .assist`Ahd City of
Vernon, comply wift. municipal NPDES_ per .requirements for the 2003 2 04--
pennit _.year. TECS -propgses -to perform the tasks - specified in the, a c ed
proposal fora not -to -exceed cost of $36,150 to $46,850.
The variance in cost -is dqe to optionaj tasks that the City may wish TECS
Environmental to perform. Such. optional tasks,include: (1) plan checking
associated with ; development- planning
.and - development: construction
requirements, and (2) compliance assistance to;industrial-facilities.
Thank you once again for, giving TECS Environmental the oppQrtunity'--.to
propose its services to you. 1 look forward to discussing this proposal with you.
more fully in the near. future.
Sr rely,.
Ray Tahir
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1 EXHIBIT B
2 INSURANCE SCHEDULE
3 TECS Environmental Compliance Services shall provide proof of insurance, including a standard
4 certificate of insurance, in at least the following amounts and coverage (combined single limit
permitted):
5
I• Coverage and Limits
6 Bodily Injury^ Property Damage
7 Hazards Each Person Each Accident Each Accident
8 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
10 workers' Comyensation $ Statutory
11 Employers' Liability $1,000,000 per employer
12 II. General and Professional Liability
13 General Liability $1,000,000 $2,000,000 $1,000,000
14 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
15 Independent Contractors $1,000,000 $2,000,000 $1,000,000
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
16 Contractual Liability $1,000,000 $2,000,000 $1,000,000
17 Professional Liability $2,000,000 $2,000,000 $2,000,000
18 a. The general liability policy shall contain the following special endorsements which shall be noted on
or attached to the standard certificate of insurance:
19
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
2 o under the policy.
21 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
22 3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by addendum hereto.
23
24 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
25 be accepted:
26 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
2 7 the signator is an officer authorized to so certify.
28 _ A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT "B"