Resolution No. 8462Y
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RESOLUTION NO. 8462
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 R. W. BECK,
INC. FOR TELECOMMUNICATION SERVICES FEASIBILITY
STUDY
WHEREAS, the City of Vernon has installed a fiber optic
backbone ring that traverses the existing City right-of-way; and
WHEREAS, the fiber optic ring consists of 96 strands of
fiber, fifty percent of which is reserved for the City's use; and
WHEREAS, the fiber optic ring is used to connect various City
operations; and
WHEREAS, on October 23, 2002, the City Council of the City of
Vernon adopted Resolution No. 8072 approving an agreement with R. W.
Beck, Inc. ("Beck") to perform an evaluation of market potential, a
feasibility assessment opinion of broadband technologies, and a
financial pro forma analysis; and
WHEREAS, Beck is a licensed engineering firm which has
specialized knowledge and experience in the areas of energy, water
resources, solid waste and telecommunications; and
WHEREAS, the City desires to build a telecommunications
network that can provide internet access services to interested
businesses in Vernon (the "Internet Project") and needs the services of
a consultant for Internet Service Provider operations and optical
network start-up assistance for the Internet Project; and
WHEREAS, the City believes that Beck is the most qualified
firm to perform the required services relating to the Internet Project
that meets specifications and requirements of the Light & Power
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Department; and
WHEREAS, on June 1, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
May 26, 2004, that an agreement be entered into with Beck to provide
the Internet Project services; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Beck for the Internet
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 Consulting Services with R. W. Beck, Inc.,
a copy of which is attached hereto and incorporated by reference as
Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Agreement to:
R. W. Beck, Inc.
Attn. Steven Brodsky, Executive Consultant
1801 California St., Ste. 2800
Denver, CO 80202
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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 30th day of June, 2004.
ATTEST:
r
BRUCE V. MALKENHORST, City Clerk
EONIS �MALBURayor
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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.
8462, 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,
June 30, 2004, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made, entered into and executed in
duplicate originals, either copy of which may be considered and used as
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the original hereof for all purposes, as of this day of June,
2004, in the City of Vernon, County of Los Angeles, California,
BY AND BETWEEN THE CITY OF VERNON, a municipal',
corporation, (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
AND R. W. BECK, INC., a Washington
Corporation, (hereinafter
referred to as "Consultant")
1801 California St., Ste. 2800
Denver, CO 80202
WHEREAS, the City has installed a fiber optic backbone ring
that traverses the existing City right-of-way; and
WHEREAS, the fiber optic ring consists of 96 strands of
fiber, fifty percent of which is reserved for the City's use; and
WHEREAS, the fiber optic ring is used to connect various City
operations; and
WHEREAS, the City is interested in developing the other half
of the fiber optic ring for use by the City's inhabitants; and
WHEREAS, Consultant performed for the City an evaluation of
market potential, a feasibility assessment opinion of broadband
technologies, and a financial pro forma analysis pursuant to an
Agreement for Consulting Services dated October 24, 2002; and
WHEREAS, the City desires to build a telecommunications
network that can provide internet access services to interested
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businesses in Vernon (the "Internet Project") and needs the services of
a consultant for Internet Service Provider ("ISP") operations and
optical network start-up assistance for the Internet Project; and
WHEREAS, Consultant submitted a proposal to the City dated
April 15, 2004, (hereinafter referred to as the "Proposal"), a copy of
which is attached hereto and incorporated by reference as Exhibit A,
which includes a description of the proposed services and the costs of
said services; and
WHEREAS, Partner Communications LLC ("Partner") is a
subcontractor and subsidiary of Consultant, which owns ten percent
(100) of Partner and is a member of the Board of Directors of Partner;
and
WHEREAS, Consultant represents that it and its subcontractor,
Partner, are qualified to perform such services under this Agreement
for Consulting Services (hereinafter referred to as "Agreement"); and
WHEREAS, the City desires to engage Consultant for the
services hereinafter described.
NOW, THEREFORE, BE IT RESOLVED, THE PARTIES HERE DO MUTUALLY
AGREE AS SET FORTH HEREIN:
1. SCOPE OF SERVICES.
Consultant shall perform its services under the general
supervision of the Chief Executive Officer of the Light and Power
(Department ("CEO") and Consultant's scope of services shall be assigned
by the CEO and include start-up assistance and Continuing Support
(Optional), as identified in Exhibit A.
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.
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2. PROGRESS REPORTS.
Consultant shall submit progress reports twice a month until
the work hereunder is completed. These progress reports will be sent
via e-mail with a follow-up conference call. Consultant shall meet
with City staff as described in the Proposal, upon City's request, or
as needed, in order to provide reports or information concerning the
services being performed by Consultant under this Agreement. Any
other face-to-face meetings not specified in the Proposal will be
compensated on a time and materials basis pursuant to Section 6 of the
Agreement.
3. TIME OF PERFORMANCE.
Consultant's services shall commence upon the signing of the
Agreement by both parties and shall end when Consultant has completed
the work on the items according to the work schedule contained in
Consultant's Proposal, unless the Agreement is otherwise 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
May 31, 2005.
4. COMPENSATION.
A. Consulting Costs.
1. The City shall pay Consultant a total fixed -
price not to exceed Thirty -Five Thousand Dollars and No Cents
($35,000.00) for completion of Task 1 (the ISP operations, optical
network start-up assistance and technical support services) under this
Agreement; and
2. The City shall pay Consultant a price not to
exceed Twelve Thousand Dollars and No Cents ($12,000.00) for Optional
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Task 2 under this Agreement. The option Task 2 price is evenly
divided into six (6) retaining months of services should the City
choose to seek the Consultant's services beginning thirty (30) days
lafter the completion of Task 1.
B. Other Expenses. Any other expenses not identified
in the Agreement may only be billed if advance written approval has
been obtained from the City Administrator.
5. METHOD OF PAYMENT.
A. City agrees to pay Consultant progress payments
upon the receipt of invoices following the occurrence of certain
activities and City's acceptance of the Network Project as follows:
1. Ten Thousand Five Hundred Dollars and No Cents
($10,500.00), or thirty percent (30%), after full execution of the
Agreement;
2. Ten Thousand Five Hundred Dollars and No Cents
($10,500.00), or thirty percent (30%), after the Document and Procedure
manual deliverables are completed and accepted by the City; and
3. Fourteen Thousand Dollars and No Cents
($14,000.00), or forty percent (40%), after Consultant has received the
City's acceptance of the completed Network Project.
The City agrees to pay Consultant within thirty (30) days
after City's receipt and acceptance of the Network Project tasks and
the City's receipt of an invoice from Consultant.
B. With respect to Continuing Support, Consultant
shall submit within thirty (30) days after the last day of any month in
which services have been performed or costs incurred hereunder an
invoice to City for payment.
Consultant shall be responsible for paying any subcontractors
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used in the performance of this Agreement. Subcontractors shall not
bill City directly.
Payment of each invoice shall be made after acceptance and
approval by City within thirty (30) days of receipt. City's approval
of the invoice shall not be unreasonably withheld.
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
incorporated in written change orders executed by the City and
Consultant that shall specify the changes ordered and the parties shall
mutually negotiate an adjustment of compensation and completion time if
required.
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 for services or
extension of time shall be recognized unless contained in a duly
executed change order.
If Consultant is delayed in performing its services under the
Force Majeure provisions of this Agreement, then the Agreement may be
equitably adjusted, if necessary, to compensate Consultant for any
additional costs due to the delay.
7. STANDARD OF CARE.
Consultant and/or its subcontractor shall perform services
under this Agreement with the degree of skill and diligence normally
practiced by professional engineers or consultants performing the same
or similar services.
8. PRODUCTS OF CONSULTING.
All reports, plans, data, studies, maps, drawings, models,
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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
1businesses located in City, shall be considered the property of City.
lConsultant 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
identified by City.
All reports, information, data and exhibits prepared or
assembled by Consultant in connection with the performance of its
services pursuant to this Agreement are confidential until released by
the City to the public and 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, with the exception of the survey forms,
shall be the subject of an application for copyright by or on behalf of
Consultant.
If City, its officers, agents or employees, release
Consultant -prepared documents to a third party without Consultant's
prior written consent, or changes or uses the Work Products other than
as intended hereunder, (a) City does so at its sole risk and
discretion, (b) Consultant shall not be liable for any claims or
damages resulting from the change or use or connected with the release
or any third party's use of the documents and (c) City shall indemnify,
defend and hold Consultant harmless from any and all claims or damages
related to the release, change or reuse.
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9. TERMINATION.
This Agreement may be terminated by the City without cause
on thirty (30) 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 thirty (30) day notice
period and authorized in the termination notice. Consultant may
terminate this Agreement on ten (10) days written notice to the City
if the City fails to pay Consultant's invoice within forty-five (45)
days of receipt by City; provided, that the Agreement shall not be
terminated if the City issues payment within said ten (10) day notice
period.
In the event of termination, all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs
and reports prepared by Consultant under this Agreement shall, at the
option of City, become its property. Notwithstanding the foregoing,
Consultant shall not be relieved of liability to the City for damage
sustained by City by virtue of any breach of this Agreement by
Consultant.
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: R. W. BECK, INC.
ATTN: STEVEN BRODSKY, EXECUTIVE CONSULTANT
1801 CALIFORNIA STREET, SUITE 2800
DENVER, CO 80202
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11. CONFIDENTIAL INFORMATION.
A. Access to Confidential Information. The City may
provide Consultant and/or its subcontractor with, or allow Consultant
access to, certain information deemed relevant by City, 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, utility usage, or other such information. All such
information shall be known as "Confidential Information" and shall not
be used to circumvent the responsibility of either party to this
Agreement.
B. No Disclosure. Except as expressly permitted,
Consultant and/or its subcontractor 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 subcontractor shall
return any and all 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 and/or its
subcontractor has performed all services to be performed pursuant to
this Agreement. However, Consultant may retain one copy of the
Confidential Information for its legal records.
Consultant hereby agrees that such Confidential
Information and any documents provided may be used by Consultant
and/or its subcontractor only as authorized by the City. Consultant's
contracts with subcontractors shall include provisions that bind the
subcontractors to this non -disclosure requirement. Consultant shall
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take reasonable measures to avoid any disclosure of any such
Confidential Information to any unauthorized person.
Consultant will not be prohibited from disclosing or
fusing any information which;
(1) is or becomes generally available to the
public other than as a result of a disclosure by Consultant;
(2) was already in Consultant's possession before
any disclosure of the Information by the City;
(3) has been or is obtained by Consultant from a
third party (other than one acting on behalf of the City) who
Consultant has no reason to believe is not lawfully in possession of
the Confidential Information and who Consultant has no reason to
believe is in violation of any contractual, legal or fiduciary
obligation to the City with respect to the Confidential Information; or
(4) is independently developed by Consultant
without breaching confidentiality.
C. Court Ordered Disclosure. Consultant shall
immediately notify the City of any court order or subpoena or other
directive of a court, administrative agency, quasi-judicial body or
arbitration panel requiring disclosure of Confidential Information,
and shall cooperate with legal counsel in the appeal or challenge of
any such order or subpoena and City shall reimburse Consultant for
such assistance on a time and materials basis. Consultant may only
disclose Confidential Information required to be disclosed pursuant to
a valid court order or subpoena after legal counsel has exhausted any
lawful and timely appeal or challenge, to the extent that such appeal
or challenge does not hinder Consultant from its obligations under
(such court order or subpoena.
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D. Remedies. In addition to any other remedies that
it may have at law or in equity, 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 of said provisions, the City would
have no adequate remedy at law.
12. 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,
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 City 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, express or implied, to
bind the City to any obligation whatsoever.
C. Indemnification. The Consultant shall indemnify,
defend, protect and hold harmless the City and its officers, agents
and employees, from any and all claims, demands, losses, damages,
liabilities, fines, charges, penalties, orders, or judgments which
result in any injury or death, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and costs
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of defense arising out of or attributable to the negligent or wrongful
acts of Consultant or its subcontractors, employees or agents in the
performance of services 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. For such matters not
involving personal injury or death, Consultant shall not be required
to defend the City, but will pay any and all related attorney's fees
and costs which the City may incur in defending such matters, if the
lConsultant is alleged to have been negligent in the performance of the
services under this Agreement.
D. Insurance. Prior to commencing work hereunder,
Consultant shall provide City with proof of insurance providing and
maintaining the coverage and endorsements set forth in the Insurance
Schedule attached hereto and incorporated by reference as Exhibit B.
Said proof of insurance shall also provide that said policy or
policies shall not be canceled or materially reduced in coverage
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 Partner or any other
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. It
Consultant employs subcontractors as part of the services rendered,
Consultant's protective coverage is required. Consultant may include
Partner and any other subcontractors as an additional insured under
its own policy or shall furnish separate insurance for Partner and any
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other subcontractor, that meets the requirements set forth herein.
E. Limit of Liability. To the extent permitted by
law, the total liability of Consultant, its officers, directors,
shareholders, employees and subconsultants to City for any and all
claims arising out of this Agreement, including attorneys' fees, and
whether caused by negligence, errors, omissions, strict liability,
breach of contract or contribution, or indemnity claims based on third
party claims, shall not exceed One Million Dollars ($1,000,000.00).
F. Conseauential Damaaes. In no event and under no
circumstances shall Consultant be liable to City for any interest, loss
of anticipated revenues, earnings, profits, increased expense of
operation or construction, loss by reason of shutdown or non -operation
due to late completion or otherwise, or for any other economic,
consequential, indirect or general or special damages.
G. 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.
H. Assignment and Subcontractinq Prohibited. With
�Ithe exception of the work to be performed by Partner, Consultant may
not assign or subcontract any right or obligation pursuant to this
Agreement without the express written consent of City. Any other
attempted or purported assignment of any right or obligation pursuant
to this Agreement shall be void and of no effect.
I. Amendments. 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 both parties or their duly authorized
agents. This Agreement shall not be modified through course of
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WE
(dealing, usage or trade.
J. 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
Jagreements and supersedes all prior and contemporaneous offers,
promises, representations, negotiations, discussions, communications
and agreements which may have been made in connection 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.
K. Benefit of Agreement. This Agreement shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
L. 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.
M. Recitals. All recitals are incorporated by
reference.
N. 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.
O. Attorney's Fees. In the event that it becomes
necessary for either party to this Agreement to enforce any of the
provisions of this Agreement, the parties agree that a court of
competent jurisdiction may determine and fix reasonable attorney's
fees to be paid to the successful litigant.
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l P. Force Majeure. Neither Party shall be considered
2 in to be in default in any of its obligations under this Contract when
3 a failure of performance shall be due to an uncontrollable force. The
4 term "uncontrollable force" shall mean any cause beyond the control of
5 the party affected, including, but not restricted to, flood,
6 earthquake, storm, fire, lightening, epidemic, war, riot, civil
7 disturbance or disobedience, labor dispute, labor material shortage,
8 sabotage, federal, state, or municipal action, statute, ordinance, or
9 regulation, embargoes of the United States Government or any other
10 government, which by exercise of due diligence such party could not
11 reasonably have been expected to avoid and by exercise of due
12 diligence has been unable to overcome. Either party rendered unable
13 to fulfill any of its obligations under this Agreement by reason of an
14 uncontrollable force, shall give written notice within five (5)
15 Business Days of such fact to the other party and shall exercise due
16 diligence to remove such inability with all reasonable dispatch.
17 Q. Information Provided by Others. City shall
18 provide to Consultant in a timely manner any information Consultant
19 indicates is needed to perform the services hereunder. Consultant may
20 rely on the accuracy of information provided by City and its
21 representatives.
22 R. Opinions of Cost. Consultant does not control the
23 cost of labor, materials, equipment or services furnished by others,
24 nor does it control pricing factors used by others to accommodate
25 inflation, competitive bidding or market conditions. Consultant
26 estimates of operation expenses or construction costs represent its
27 best judgment as an experienced and qualified professional and are not
28 a guarantee of cost. This section does not apply to the cost of
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Consultant performing the scope of services.
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:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
By:
CITY OF VERNON
LEONIS C. MALBURG, Mayor
R. W. BECK, INC.
B
By :e_'
Title:
The signatures required of a corporation are as follows:
X First Signature - the chairman of the board, the president or any vice president; an
X Second Signature - the corporate secretary, any assistant secretary, the chief
financial officer or any assistant treasurer.
If a person holds more than one office, e.g., vice president and secretary, that person can sign
the agreement twice if both capacities are identified.
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EXHIBIT
It"
R. W. BECK, INC.
CERTIFICATION
1. I certify that on March 30, 2004, R. W. Beck, Inc. though its Board of Directors adopted
its Amended Authorizations Policy for delegation of authority to commit the Corporation and to
execute documents for the Corporation.
2. All officers of the Corporation are authorized within the scope of their designated or
delegated authority, as defined in the Amended Authorizations Policy, to execute or delegate the
execution of documents to bind the Corporation.
3. Keith J. Platte was appointed Vice President of R. W. Beck, Inc. on December 1, 1997
and as part of his delegated authority under the Amended Authorizations Policy he may co-sign
contracts valued up to $500,000.
4. Joseph A. Mancinelli was appointed Client Services Director of R. W. Beck, Inc. and as
part of his delegated authority under the Amended Authorizations Policy he may co-sign
contracts valued up to $500,000.
DATED: June 21, 2004.
R. W. BECK, INC.
by
Everette E. Chartier,
Vice President
April 15 2004
via Federal Express
Mr. Ali Nourmohamadian, P.E.
Fiber Optic & Traffic Systems Manager
City of Vernon
4305 South Santa Fe Avenue
Vernon, CA 90058
Subject: Proposal for ISP Operations and Optical Network Start-up Assistance
Dear Mr. Nourmohamadian:
R. W. Beck, Inc. ("R. W. Beck'), along with its sub -consultant Partner Communications LLC, is
pleased to offer the following proposal for consulting services for Internet Service Provider
("ISP") operations and optical network start-up assistance to the City of Vernon ("City").
Scope of Work
Start Up Assistance
The primary deliverable for this engagement is the ongoing support and assistance the City will
need as the project unfolds, from the time the City enters into an agreement with R. W. Beck to
30 days after the City signs off on the acceptance (with the vendor) of the project.. This
specifically includes the following assistance:
■ Provision of technical and operational support for all issues that may come up during the
implementation and installation of the network
■ Development of the ISP product pricing
■ Development of policies including but not limited to Service Level Agreements ("SLA')
■ Assistance in negotiations and technical support with the prime vendor (SBC)
■ Assistance in negotiations and technical support with upstream ISPs and/or LADPW
This task includes four consultant visits to the City: 1) two days for the initial vendor
kick-off/coordination meeting, 2) three days for document and procedure manual deliveries as
well as mid -project vendor status verification, and 3) two days for vendor project completion
verification and customer project acceptance. In addition to the three scheduled visits, a fourth
visit (two days) will be included providing that it is scheduled at least one week in advance.
Deliverables
■ Unlimited phone/email support for the entire installation phase ending after 30 days from
the date the City signs off on the acceptance (with the vendor) of the project.
J:\ BD-STDS\PRO\CONS\2007-VERNON, CITY OF\3P2007_041504.DOC
1801 California Street, Suite 2800 Denver, CO 80202 Phone (303) 299-5200 Fax (303) 297-2811
Ft
Mr. Ali Nourmohamadian, P.E.
April 15, 2004
Page 2
• Development of the ISP product pricing (DUE DATE is 30 days after the main vendor
contract is established).
■ Development of policies including but not limited to SLAs (DUE DATE is 30 days after the
main vendor contract is established).
■ ISP general procedures manual (DUE DATE is 30 days after the main vendor contract is
established)
■ IP Addressing documentation (DUE DATE is 30 days after the main vendor contract is
established)
■ Router/Switch provisioning procedures(DUE DATE is 30 days after the main vendor
contract is established)
Project Pricing and Terms
ISP operations and optical network startup assistance
Price: $35,000 fixed fee
This price includes all travel and per diem costs for the scheduled on -site visit.
Payment Terms:
■ 30 percent after contract signing
■ 30 percent after the Document and Procedure manual deliverables are completed.
■ 40 percent 30 days after the main vendor has received the City's sign -off on the
completed project004
Continuing support (OPTIONAL)
Should the City of Vernon wish to continue receiving technical support beyond 30 days after
project acceptance, R. W Beck, via Partner Communications, will continue to furnish the same
level of unlimited phone and email technical support for up to six months for an additional fee of
$2,000 per month.
Contract
To expedite delivery of services, R. W. Beck would be pleased to sign a contract with the City
with the same wording as our November 5, 2002 contract with the following substitutions and
additions:
1. Substitution of the scope of services indicated above.
2. Substitution of the pricing and payment terms indicated above.
l:\ BD-STDS\PRO\CONS\2007-VERNON, CITY OMP2007 041504.DOC
Mr. Ali Nourmohamadian, P.E.
April 15, 2004
Page 3
3. In the opening recitals, the addition of our subcontractor Partner Communications to the
sixth recital. This would now read, "WHEREAS, Consultant represents that it and its
subcontractor Partner Communications LLC are qualified to perform such services
under this Agreement for Consulting Services.
Please call me on (303) 299-5345 if you have any questions on this proposal. We look forward
to continuing to assist the City of Vernon in this exciting telecommunications deployment!
Sincerely,
PL W. BECK, INC.
J eph A. Manc'
Client Services Director
WTW/hm
Wendy T. Warner
Senior Director — Telecommunications
]:\ BD-STDS\PRO�CONS\2007-VERNON, CITY OF13P2007 041504.DOC
EXHIBIT
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EXHIBIT B
INSURANCE SCHEDULE (CONSULTANT)
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
Hazards
Automobile Liability
Bodily Injury Property Damage
Each Person Each Accident Each Accident
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. Liabilitv
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
$1,000,000
$1,000,000
$1,000,000
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.
EXHIBIT "B'
SUPPORTING
DOCUMENTS
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AGREEMENT FOR 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 30t1+ day of June,
2004, in the City of Vernon, County of Los Angeles, California,
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation, (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058-0805
AND R. W. BECK, INC., a Washington
Corporation, (hereinafter
referred to as "Consultant")
1801 California St., Ste. 2800
Denver, CO 80202
T "T -M- -
WHEREAS, the City has installed a fiber optic backbone ring
that traverses the existing City right-of-way; and
WHEREAS, the fiber optic ring consists of 96 strands of
fiber, fifty percent of which is reserved for the City's use; and
WHEREAS, the fiber optic ring is used to connect various City
operations; and
WHEREAS, the City is interested in developing the other half
of the fiber optic ring for use by the City's inhabitants; and
WHEREAS, Consultant performed for the City an evaluation of
market potential, a feasibility assessment opinion of broadband
technologies, and a financial pro forma analysis pursuant to an
Agreement for Consulting Services dated October 24, 2002; and
WHEREAS, the City desires to build a telecommunications
network that can provide internet access services to interested
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businesses in Vernon (the "Internet Project") and needs the services of
a consultant for Internet Service Provider ("ISP") operations and
optical network start-up assistance for the Internet Project; and
WHEREAS, Consultant submitted a proposal to the City dated
April 15, 2004, (hereinafter referred to as the "Proposal"), a copy of
which is attached hereto and incorporated by reference as Exhibit A,
which includes a description of the proposed services and the costs of
said services; and
WHEREAS, Partner Communications LLC ("Partner") is a
11subcontractor and subsidiary of Consultant, which owns ten percent
(100) of Partner and is a member of the Board of Directors of Partner;
11 and
WHEREAS, Consultant represents that it and its subcontractor,
Partner, are qualified to perform such services under this Agreement
for Consulting Services (hereinafter referred to as "Agreement"); and
WHEREAS, the City desires to engage Consultant for the
services hereinafter described.
NOW, THEREFORE, BE IT RESOLVED, THE PARTIES HERE DO MUTUALLY
(AGREE AS SET FORTH HEREIN:
1. SCOPE OF SERVICES.
Consultant shall perform its services under the general
supervision of the Chief Executive Officer of the Light and Power
Department ("CEO") and Consultant's scope of services shall be assigned)
by the CEO and include start-up assistance and Continuing Support
(Optional), as identified in Exhibit A.
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.
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2. PROGRESS REPORTS.
Consultant shall submit progress reports twice a month until
the work hereunder is completed. These progress reports will be sent
via e-mail with a follow-up conference call. Consultant shall meet
with City staff as described in the Proposal, upon City's request, or
as needed, in order to provide reports or information concerning the
services being performed by Consultant under this Agreement. Any
other face-to-face meetings not specified in the Proposal will be
compensated on a time and materials basis pursuant to Section 6 of the
IlAgreement.
3. TIME OF PERFORMANCE.
Consultant's services shall commence upon the signing of the
Agreement by both parties and shall end when Consultant has completed
the work on the items according to the work schedule contained in
Consultant's Proposal, unless the Agreement is otherwise 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
May 31, 2005.
4. COMPENSATION.
A. Consulting Costs.
1. The City shall pay Consultant a total fixed -
price not to exceed Thirty -Five Thousand Dollars and No Cents
($35,000.00) for completion of Task l (the ISP operations, optical
network start-up assistance and technical support services) under this
jAgreement; and
2. The City shall pay Consultant a price not to
exceed Twelve Thousand Dollars and No Cents ($12,000.00) for Optional
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Task 2 under this Agreement. The option Task 2 price is evenly
divided into six (6) retaining months of services should the City
choose to seek the Consultant's services beginning thirty (30) days
11after the completion of Task 1.
B. Other Expenses. Any other expenses not identified
in the Agreement may only be billed if advance written approval has
been obtained from the City Administrator.
5 METHOD OF PAYMENT.
A. City agrees to pay Consultant progress payments
upon the receipt of invoices following the occurrence of certain
activities and City's acceptance of the Network Project as follows:
1. Ten Thousand Five Hundred Dollars and No Cents
II($10,500.00), or thirty percent (30%), after full execution of the
Agreement;
2. Ten Thousand Five Hundred Dollars and No Cents
($10,500.00), or thirty percent (30%), after the Document and Procedure
manual deliverables are completed and accepted by the City; and
3. Fourteen Thousand Dollars and No Cents
($14,000.00), or forty percent (40%), after Consultant has received the
City's acceptance of the completed Network Project.
The City agrees to pay Consultant within thirty (30) days
after City's receipt and acceptance of the Network Project tasks and
the City's receipt of an invoice from Consultant.
B. With respect to Continuing Support, Consultant
shall submit within thirty (30) days after the last day of any month in
which services have been performed or costs incurred hereunder an
invoice to City for payment.
Consultant shall be responsible for paying any subcontractors
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Fused in the performance of this Agreement. Subcontractors shall not
Ilbill City directly.
Payment of each invoice shall be made after acceptance and
approval by City within thirty (30) days of receipt. City's approval
of the invoice shall not be unreasonably withheld.
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
incorporated in written change orders executed by the City and
Consultant that shall specify the changes ordered and the parties shall
mutually negotiate an adjustment of compensation and completion time if
required.
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 for services or
extension of time shall be recognized unless contained in a duly
executed change order.
If Consultant is delayed in performing its services under the
Force Majeure provisions of this Agreement, then the Agreement may be
equitably adjusted, if necessary, to compensate Consultant for any
additional costs due to the delay.
7. STANDARD OF CARE.
Consultant and/or its subcontractor shall perform services
under this Agreement with the degree of skill and diligence normally
practiced by professional engineers or consultants performing the same
or similar services.
8. PRODUCTS OF CONSULTING.
All reports, plans, data, studies, maps, drawings, models,
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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 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
identified by City.
All reports, information, data and exhibits prepared or
assembled by Consultant in connection with the performance of its
services pursuant to this Agreement are confidential until released by
the City to the public and 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, with the exception of the survey forms,
shall be the subject of an application for copyright by or on behalf of
Consultant.
If City, its officers, agents or employees, release
Consultant -prepared documents to a third party without Consultant's
prior written consent, or changes or uses the Work Products other than
as intended hereunder, (a) City does so at its sole risk and
discretion, (b) Consultant shall not be liable for any claims or
damages resulting from the change or use or connected with the release
or any third party's use of the documents and (c) City shall indemnify,
defend and hold Consultant harmless from any and all claims or damages
related to the release, change or reuse.
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9. TERMINATION.
This Agreement may be terminated by the City without cause
on thirty (30) 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 thirty (30) day notice
period and authorized in the termination notice. Consultant may
terminate this Agreement on ten (10) days written notice to the City
if the City fails to pay. Consultant's invoice within forty-five (45)
days of receipt by City; provided, that the Agreement shall not be
terminated if the City issues payment within said ten (10) day notice
period.
In the event of termination, all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs
and reports prepared by Consultant under this Agreement shall, at the
option of City, become its property. Notwithstanding the foregoing,
Consultant shall not be relieved of liability to the City for damage
sustained by City by virtue of any breach of this Agreement by
Consultant.
10. NOTICES. Notices to the parties, unless otherwise
requested in writing, shall be sent to:
I city:
THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
Consultant: R. W. BECK, INC.
ATTN: STEVEN BRODSKY, EXECUTIVE CONSULTANT
1801 CALIFORNIA STREET, SUITE 2800
DENVER, CO 80202
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KM
11. CONFIDENTIAL INFORMATION.
A. Access to Confidential Information. The City may
provide Consultant and/or its subcontractor with, or allow Consultant
access to, certain information deemed relevant by City, 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, utility usage, or other such information. All such
information shall be known as "Confidential Information" and shall note
be used to circumvent the responsibility of either party to this
Agreement.
B. No Disclosure. Except as expressly permitted,
Consultant and/or its subcontractor 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 subcontractor shall
return any and all 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 and/or its
subcontractor has performed all services to be performed pursuant to
this Agreement. However, Consultant may retain one copy of the
lConfidential Information for its legal records.
Consultant hereby agrees that such Confidential
Information and any documents provided may be used by Consultant
and/or its subcontractor only as authorized by the City. Consultant's
contracts with subcontractors shall include provisions that bind the
subcontractors to this non -disclosure requirement. Consultant shall
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take reasonable measures to avoid any disclosure of any such
Confidential Information to any unauthorized person.
Consultant will not be prohibited from disclosing or
using any information which;
(1) is or becomes generally available to the
public other than as a result of a disclosure by Consultant;
(2) was already in Consultant's possession before
any disclosure of the Information by the City;
(3) has been or is obtained by Consultant from a
third party (other than one acting on behalf of the City) who
Consultant has no reason to believe is not lawfully in possession of
the Confidential Information and who Consultant has no reason to
believe is in violation of any contractual, legal or fiduciary
obligation to the City with respect to the Confidential Information; or
(4) is independently developed by Consultant
without breaching confidentiality.
C. Court Ordered Disclosure. Consultant shall
immediately notify the City of any court order or subpoena or other
directive of a court, administrative agency, quasi-judicial body or
arbitration panel requiring disclosure of Confidential Information,
and shall cooperate with legal counsel in the appeal or challenge of
any such order or subpoena and City shall reimburse Consultant for
such assistance on a time and materials basis. Consultant may only
disclose Confidential Information required to be disclosed pursuant to
a valid court order or subpoena after legal counsel has exhausted any
lawful and timely appeal or challenge, to the extent that such appeal
or challenge does not hinder Consultant from its obligations under
isuch court order or subpoena.
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D. Remedies. In addition to any other remedies that
11it may have at law or in equity, 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 of said provisions, the City would
have no adequate remedy at law.
12. 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
lConsultant's services rendered pursuant to this Agreement. However,
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 City 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, express or implied, to
bind the City to any obligation whatsoever.
C. Indemnification. The Consultant shall indemnify,
defend, protect and hold harmless the City and its officers, agents
and employees, from any and all claims, demands, losses, damages,
liabilities, fines, charges, penalties, orders, or judgments which
result in any injury or death, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and costs
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of defense arising out of or attributable to the negligent or wrongful
acts of Consultant or its subcontractors, employees or agents in the
performance of services 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. For such matters not
involving personal injury or death, Consultant shall not be required
to defend the City, but will pay any and all related attorney's fees
and costs which the City may incur in defending such matters, if the
Consultant is alleged to have been negligent in the performance of the
services under this Agreement.
D. Insurance. Prior to commencing work hereunder,
Consultant shall provide City with proof of insurance providing and
maintaining the coverage and endorsements set forth in the Insurance
Schedule attached hereto and incorporated by reference as Exhibit B.
Said proof of insurance shall also provide that said policy or
policies shall not be canceled or materially reduced in coverage
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 Partner or any other
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
Partner and any other subcontractors as an additional insured under
fits own policy or shall furnish separate insurance for Partner and any
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other subcontractor, that meets the requirements set forth herein.
E. Limit of Liability. To the extent permitted by
law, the total liability of Consultant, its officers, directors,
shareholders, employees and subconsultants to City for any and all
claims arising out of this Agreement, including attorneys, fees, and
whether caused by negligence, errors, omissions, strict liability,
breach of contract or contribution, or indemnity claims based on third
party claims, shall not exceed One Million Dollars ($1,000,000.00).
F. Consequential Damages. In no event and under no
circumstances shall Consultant be liable to City for any interest, loss
of anticipated revenues, earnings, profits, increased expense of
operation or construction, loss by reason of shutdown or non -operation
due to late completion or otherwise, or for any other economic,
consequential, indirect or general or special damages.
G. 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.
H. Assignment and Subcontracting Prohibited. With
the exception of the work to be performed by Partner, Consultant may
not assign or subcontract any right or obligation pursuant to this
Agreement without the express written consent of City. Any other
attempted or purported assignment of any right or obligation pursuant
to this Agreement shall be void and of no effect.
I. Amendments. 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 both parties or their duly authorized
agents. This Agreement shall not be modified through course of
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Idealing, usage or trade.
J. 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 connection 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.
K. Benefit of Agreement. This Agreement shall bind
and benefit the parties hereto and their heirs, successors, and
permitted assigns.
L. 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.
M. Recitals. All recitals are incorporated by
reference.
N. 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.
O. Attorney's Fees. In the event that it becomes
necessary for either party to this Agreement to enforce any of the
provisions of this Agreement, the parties agree that a court of
competent jurisdiction may determine and fix reasonable attorney's
fees to be paid to the successful litigant.
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P. 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.
Q. Information Provided by Others. City shall
provide to Consultant in a timely manner any information Consultant
indicates is needed to perform the services hereunder. Consultant may
rely on the accuracy of information provided by City and its
representatives.
R. Opinions of Cost. Consultant does not control the
cost of labor, materials, equipment or services furnished by others,
nor does it control pricing factors used by others to accommodate
inflation, competitive bidding or market conditions. Consultant
estimates of operation expenses or construction costs represent its
best judgment as an experienced and qualified professional and are not
a guarantee of cost. This section does not apply to the cost of
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(Consultant performing the scope of services.
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• j
BRUCE V. MALKENHORST, City Clerk
APPROVEDi A T ORM:
ERIC T. FRESCH, Attorney
CITY OF VERNON
By:
EONIS C. MALBbRG, Mayor
R. W. BECK, INC.
B
Title:
M
Title: (1 " 4Z
The signatures required of a corporation are as follows:
X First Signature - the chairman of the board, the president or any vice president; and
X Second Signature - the corporate secretary, any assistant secretary, the chief
financial officer or any assistant treasurer.
If a person holds more than one office, e.g., vice president and secretary, that person can sign
the agreement twice if both capacities are identified.
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R. W. BECK, INC.
CERTIFICATION
1. I certify that on March 30, 2004, R. W. Beck, Inc. though its Board of Directors adopted
its Amended Authorizations Policy for delegation of authority to commit the Corporation and to
execute documents for the Corporation.
2. All officers of the Corporation are authorized within the scope of their designated or
delegated authority, as defined in the Amended Authorizations Policy, to execute or delegate the
execution of documents to bind the Corporation.
3. Keith J. Platte was appointed Vice President of R. W. Beck, Inc. on December 1, 1997
and as part of his delegated authority under the Amended Authorizations Policy he may co-sign
contracts valued up to $500,000.
4. Joseph A. Mancinelli was appointed Client Services Director of R. W. Beck, Inc. and as
part of his delegated authority under the Amended Authorizations Policy he may co-sign
contracts valued up to $500,000.
DATED: June 21, 2004.
R. W. BECK, INC.
by
Everette E. Chartier,
Vice President
April 15 2004
via Federal Express
Mr. Ali Nourmohamadian, P.E.
Fiber Optic & Traffic Systems Manager
City of Vernon
4305 South Santa Fe Avenue
Vernon, CA 90058
Subject: Proposal for ISP Operations and Optical Network Start-up Assistance
Dear Mr. Nourmohamadian:
R. W. Beck, Inc. ("R. W. Beck'), along with its sub -consultant Partner Communications LLC, is
pleased to offer the following proposal for consulting services for Internet Service Provider
("ISP") operations and optical network start-up assistance to the City of Vernon ("City").
Scope of Work
Start Up Assistance
The primary deliverable for this engagement is the ongoing support and assistance the City will
need as the'project unfolds, from the time the City enters into an agreement with R. W. Beck to
30 days after the City signs off on the acceptance (with the vendor) of the project.. This
specifically includes the following assistance:
■ Provision of technical and operational support for all issues that may come up during the
implementation and installation of the network
■ Development of the ISP product pricing
■ Development of policies including but not limited to Service Level Agreements ("SLA')
■ Assistance in negotiations and technical support with the prime vendor (SBC)
■ Assistance in negotiations and technical support with upstream ISPs and/or LADPW
This task includes four consultant visits to the City: 1) two days for the initial vendor
kick-off/coordination meeting, 2) three days for document and procedure manual deliveries as
well as mid -project vendor status verification, and 3) two days for vendor project completion
verification and customer project acceptance. In addition to the three scheduled visits, a fourth
visit (two days) will be included providing that it is scheduled at least one week in advance.
Deliverables
■ Unlimited phone/email support for the entire installation phase ending after 30 days from
the date the City signs off on the acceptance (with the vendor) of the project.
I J:\ BD-STDS\PROICONS12007-VERNON, CITY OF\3P2007041504.DOC
1801 California Street, Suite 2800 Denver, CO 80202 Phone (303) 299-5200 Fax (303) 297-2811 0
Mr. Ali Nourmohamadian, P.E.
April 15, 2004
Page 2 ,
■ Development of the ISP product pricing (DUE DATE is 30 days after the main vendor
contract is established).
■ Development of policies including but not limited to SLAs (DUE DATE is 30 days after the
main vendor contract is established).
■ ISP general procedures manual (DUE DATE is 30 days after the main vendor contract is
established)
■ IP Addressing documentation (DUE DATE is 30 days after the main vendor contract is
established)
■ Router/Switch provisioning procedures(DUE DATE is 30 days after the main vendor
contract is established)
Project Pricing and Terms
ISP operations and optical network start-up assistance
Price: $35,000 fixed fee
This price includes all travel and per diem costs for the scheduled on -site visit.
Payment Terms:
■ 30 percent after contract signing
■ 30 percent after the Document and Procedure manual deliverables are completed.
■ 40 percent 30 days after the main vendor has received the City's sign -off on the
completed project004
Continuing support (OPTIONAL)
Should the City of Vernon wish to continue receiving technical support beyond 30 days after
project acceptance, R. W Beck, via Partner Communications, will continue to furnish the same
level of unlimited phone and email technical support for up to six months for an additional fee of
$2,000 per month.
Contract
To expedite delivery of services, R. W. Beck would be pleased to sign a contract with the City
with the same wording as our November 5, 2002 contract with the following substitutions and
additions:
1. Substitution of the scope of services indicated above.
2. Substitution of the pricing and payment terms indicated above.
J:\ BD-STDSSPRO\CONS\2007-VERNON, CITY OF\3P2007 041504.DOC
1 : -
Mr. Ali Nourmohamadian, P.E.
April 15, 2004
Page 3
3. In the opening recitals, the addition of our subcontractor Partner Communications to the
sixth recital. This would now read, "WHEREAS, Consultant represents that it and its
subcontractor Partner Communications LLC are qualified to perform such services
under this Agreement for Consulting Services.
Please call me on (303) 299-5345 if you have any questions on this proposal. We look forward
to continuing to assist the City of Vernon in this exciting telecommunications deployment!
Sincerely,
R W. BECK, INC.
J eph A. Manc'
Client Services Director
WTW/hm
Wendy T. Warner
Senior Director — Telecommunications
J:\ BD-STDS\PRO\CONS\2007-VERNON, CITY OF13P2007 041504.DOC
1 EXHIBIT B
2 INSURANCE SCHEDULE (CONSULTANT)
3 Consultant shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
5 I. Coverage and Limits
6 Bodily Injury Property Damage
Hazards Each Person Each Accident Each Accident
7
Automobile Liability
8 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' Compensation $ Statutory
11 Employers' Liability $1,000,000 per employer
12 II. Liabili
13 General Liability $1,000,000 $2,000,000 $1,000,000
Premises Operations $1,000,000 $2,000,000 $1,000,000
14 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
Professional Liability $1,000,000 $1,000,000 $1,000,000
17
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
under the policy.
20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
21 3. An endorsement providing coverage for all operations under this Agreement.
22 4. Such other endorsement as may be required by addendum hereto.
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EXHIBIT "B'