Resolution No. 8686
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RESOLUTION NO. 8686
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AMENDED AND RESTATED AGREEMENT FOR CONSULTING
SERVICES BY AND BETWEEN THE CITY OF VERNON AND
PARSONS INFRASTRUCTURE & TECHNOLOGY, INC. FOR THE
MALBURG GENERATING STATION PROJECT AND OTHER
CAPITAL PROJECTS
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8 WHEREAS, on June 20, 2001, the City Council of the City of
9 Vernon adopted Resolution No. 7790, as amended by Resolution Nos.
10 7831, 7898 and 8054 on September 19, 2001, January 22, 2002 and
11 September 4, 2002, respectively, 'approving an agreement with Parsons
12 Infrastructure & Technology, Inc. ("Parsons Infrastructure") for
13 consulting services respecting the preparation of California Energy
14 Commission and South Coast Air Quality Management District
15 applications and permits, providing support services regarding
16 environmental air quality and licensing requirement issues, and
17 providing assistance in the establishment of Station A as an
18 historical landmark in connection with the Malburg Generating Station
19 (the "Malburg Project") (collectively, the "Job 740774 Agreement); and
20 WHEREAS, on February 5, 2003, "the City Council of the City of
21 Vernon adopted Resolution No. 8146 approving an agreement with Parsons
22 Infrastructure for the performance of noise control studies for the
23 Malburg Project (the "Job 743121 Agreement"); and
24 WHEREAS, on April 16, 2003, the City Council of the City of
25 Vernon adopted Resolution No. 8180, as amended by Resolution No. 8528
26 on September 1, 2004, approving an agreement with Parsons
27 Infrastructure for the performance of cultural resources monitoring,
28 grading, excavation, storage, analysis and reporting, implementation of
1 a mitigation program and project management services for the Malburg
2 Project (collectively, the "Job 440935 Agreement"); and
3 WHEREAS, the City desires to consolidate all the services
4 being performed by Parsons Infrastructure into one master agreement for
5 consulting services with Parsons Commercial Technology Group, Inc.
6 ("Parsons Commercial"), formerly Parsons Infrastructure, for both the
7 Malburg Project and the various capital projects the City may undertake
8 from time to time; and
9 WHEREAS, the one master agreement is intended to supersede
10 the Job 740774 Agreement, the Job 743121 Agreement and the Job 440935
11 Agreement relating to the Malburg Project and to provide for all
12 consulting services for other capital projects undertaken by the City
13 from time to time; and
14 WHEREAS, the consulting services to be performed for the
15 Malburg Project will be performed in three phases, to wit: Tasks for
16 Completion During Construction-Phase 1; Tasks for Completion Prior to
17 Start-up-Phase 2; Tasks for Completion for Operations Management-Phase
18 3; and
19 WHEREAS, by letter dated March 14, 2005, Bruce V.
20 Malkenhorst, City Administrator/City Clerk, recommended that an amended
21 and restated agreement with Parsons Commercial be approved and
22 executed; and
23 WHEREAS, the City Council of the City of Vernon has
24 determined that! pursuant to the provisions of subsection (a) of
25 Section 2.27 of the Vernon City Code, it is in the public interest and
26 necessity to enter into an amended and restated agreement with Parsons.
27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
28 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
2 finds and determines that the recitals contained hereinabove are true
3 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
5 approves the Amended and Restated Agreement for Consulting Services
6 with Parsons Commercial Technology Group, Inc., in substantially the
7 same form as the copy which is attached hereto as Exhibit A and
8 incorporated by reference.
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SECTION 3:
It is the intent of the City Council of the City
10 of Vernon that the Amended and Restated Agreement for Consulting
11 Services with Parsons Commercial Technology Group, Inc., formerly
12 Parsons Infrastructure & Technology, Inc., shall supersede the Job
13 740774 Agreement, the Job 743121 Agreement and the Job 440935
14 Agreement.
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SECTION 4:
The City Council of the City of Vernon hereby
16 authorizes the Mayor to execute said Amended and Restated Agreement
17 for, and on behalf of, the City of Vernon and the City Clerk is hereby
18 authorized to attest thereto.
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SECTION 5:
The City Council of the City of Vernon hereby
20 directs the City Clerk, or his designee, to send one fully executed
21 Amended and Restated Agreement to:
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Parsons Commercial Technology Group, Inc.
Attn. Dr. Shudeish Mahadev
100 W. Walnut Street
Pasadena, CA 91124
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SECTION 6:
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2 certify to the passage of this resolution, and thereupon and
The City Clerk of the City of Vernon shall
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 16th day of March, 2005.
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ATTEST:
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.---- . EONIS C. MAL~, ~yor
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BRUCE V. MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA
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COUNTY OF LOS ANGELES
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8686, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday, March 16,
thereafter was duly signed by the Mayor of the City of
8 2005, and
9 Vernon.
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13 ( SEAL)
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BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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rQ) fR?~ fE. r
AMENDED AND RESTATED AGREEMENT FOR CONSULTING SERVICES
THIS AMENDED AND RESTATED 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 ofthis 16th day of March, 2005, in the City of Vernon, County of Los
Angeles, California
BY AND BETWEEN
CITY OF VERNON, a municipal
corporation, hereinafter
referred to as the "City,"
4305 Santa Fe Avenue
Vernon, California 90058
AND
PARSONS COMMERCIAL
TECHNOLOGY GROUP, INC., hereinafter
referred as the "Consultant,"
1 00 West Walnut Street
Pasadena, CA 91124
RECITALS
WHEREAS, the City is constructing the Malburg Generating Station Combined
.Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for
purposes of installing additional generating capacity; and
WHEREAS, the City and Consultant executed an Agreement for Professional
Consulting Services on June 20, 2001, as amended on September 19,2001, January 22,2002 and
August 28, 2002 (approved September 4, 2002), for assistance in the preparation of an
Application for Certification for submission to the California Energy Commission, preparation of
a Permit to Construct Application for submission to the South Coast Air Quality Management
District ("SCAQMD"), environmental air quality permitting and licensing requirements support
regarding the Malburg Project and support services relating to the establishment of Station A as
an historical landmark (collectively, "Job 740774 Agreement"); and
WHEREAS, the City and Consultant executed an Agreement for Consulting
Services on February 5,2003, for the performance of noise control studies for the Malburg
Project ("Job 743121 Agreement"); and
WHEREAS, the City and Consultant executed an Agreement for Consulting
Services on April 16, 2003, as amended by Change Order approved on September 1,2004, for
the performance of cultural resources monitoring, grading, excavation, storage, analysis and
reporting, implementation of a mitigation program and project management services for the
Malburg Project (collectively, "Job 440935 Agreement"); and
WHEREAS, the City and Consultant desire to incorporate all the services
performed by Consultant into one master agreement for consulting services, for both the Malburg
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Project and various capital projects the City may undertake from time to time, thereby combining
Job 740774 Agreement, Job 743121 Agreement and Job 440935 Agreement, and all amendments
and change orders thereto; and
WHEREAS, the City has determined that it is in the best interests of the City with
respect to the Malburg Project and various other capital projects the City may undertake to have
one master agreement superseding the prior agreements for the benefit of the City; and
WHEREAS, Consultant represents that it is qualified and capable of furnishing
the labor, materials and expertise necessary to perform the services that the City requires, as set
forth in this Agreement and is willing to do so on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into one master agreement superseding the
Job 740774 Agreement, the Job 743121 Agreement and the Job 440935 Agreement with
Consultant to perform tasks relating to Phase 1 (Tasks for Completion During Construction),
Phase 2 (Tasks for Completion Prior to Start-up) and Phase 3 (Tasks for Completion for
Operations Management) with respect to the Malburg Project and various other capital projects
the City make undertake, as defined in the terms and conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Scope of Services
Consultant shall provide its Phase 1, 2 and 3 services for the Malburg Project and
consulting services for all other identified capital projects under the general supervision
of the City Administrator, or his authorized designee, and shall include, for the Malburg
Project, but not be limited to, the tasks identified in Exhibit A which is attached hereto
and incorporated by reference.
2.0 Time of Performance
Consultant's services shall commence upon the signing of the Agreement by both parties
and shall end, for the Malburg Project, when Consultant has completed the work
identified in Exhibit A, unless the Agreement is otherwise terminated or extended upon
written agreement of both parties to this Agreement.
All other work undertaken by Consultant shall have performance schedules identified on
a project-by-project basis.
3.0 Contract Price
For the Malburg Project, as full and complete compensation to Consultant for the timely,
proper and complete performance of all obligations relating to this Agreement and
reimbursable expenses, including transportation and lodging, City shall pay Consultant,
subject to the additions and deletions expressly provided for in this Agreement, the
Contract Price set forth in Exhibit B.
For all other capital projects identified by the City, Consultant shall receive compensation
according to the hourly rates set forth in Exhibit F.
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4.0 Notices
All notices, approvals, consents and other communications between the parties shall be in
writing, and shall be sent by fax or by certified mail (return receipt requested) to the
respective addresses set forth below, or at such other address as may be furnished by
either party to the other in writing.
Consultant - Parsons Commercial
Technology Group, Inc.
Attn: Dr. Shudeish Mahadev
100 W. Walnut St.
Pasadena, CA 91124
City - City of Vernon, California
Attn: Bruce V. Malkenhorst, City
Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: (626) 440-3114
Telephone: (626) 440-6200
Fax:
Telephone:
323-826-1438
323-583-8811 ext 260
5.0 Law and Arbitration
This Agreement shall be governed by the laws of the State of California. The parties
agree that any and all disputes arising out of or in relation to this Agreement, including
without limitation any action in tort, shall be resolved exclusively, finally and
conclusively by arbitration in Los Angeles County, California under the auspices of and
pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each
party will select an arbitrator. Those two arbitrators will then select a third. The three
member panel will make the final decision. All decisions of the arbitrators shall be in
writing, and the arbitrators shall provide written reasons for their decision. The
arbitration decision shall be final and binding on the parties. Notwithstanding the
foregoing, the parties shall be permitted to access the court system to enforce any
arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for
any such action shall be the Superior Court of California, Los Angeles County. Any and
all contracts between Consultant and any subcontractor relating to this Agreement shall
include the same arbitration clause. {possible changes to language needed}
6.0 Entire Agreement
This Agreement is for specifically identified services for compensation at specific sums.
to be undertaken for the City's Malburg Project and for general consulting services at
scheduled hourly rates for various capital projects the City may undertake from time to
time. The Malburg Project portion of the Agreement shall be comprised of these signed
business terms (Business Terms), together with Exhibit A - Scope of Work; Exhibit B-
Compensation and Payment; Exhibit C - Insurance; Exhibit D - General Provisions,
Exhibit E - Change Orders and Exhibit F - Hourly Rate Schedule which are all attached.
In the event of conflict between this Agreement and any of the exhibits, this Agreement
shall prevail. In the event of conflict between exhibits, the exhibits shall be prioritized in
the following order: Exhibit D first, then Exhibits C, B, A and E. The general consulting
portion of this Agreement shall be at the rates identified in Exhibit F. This agreement is
the entire agreement of the parties, and supersedes all prior written and/or verbal
communications, proposals, notices of award, negotiations, understandings and
agreements, whether written or verbal, between the parties with respect to the subject
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matter dealt with in this Agreement. Consultant expressly waives all claims for
compensation based upon quantum merit, implied contract or oral contract. Each party to
this Agreement acknowledges that no representations, inducements, promises or
agreements, verbally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied in this Agreement, and that no other
agreement, statement or promise not contained in this Agreement or a subsequent
amendment or change order shall be valid or binding. No amendment or change in the
provisions of this Agreement shall be made, except in a formal written amendment signed
by Consultant and a corporate officer of City, or in a written change order. Each party
represents and warrants that it has read and fully familiarized itself with this Agreement,
and that such party has been fully authorized to sign this Agreement.
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.
Consultant:
City:
Parsons Commercial Technology
Group, Inc.
City of Vernon
Name:
Name: Leonis C. Malburg, Mayor
Title:
Date:
Date:
Name:
Title:
Date:
ATTEST:
Bruce V. Malkenhorst, City Clerk
... .APPR{)VEDAS-T()"F{)RM:~~.-~.-
Eric T. Fresch, City Attorney
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EXHIBIT A
Scope of Work
Phase 1
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion During Construction
(Prior to Start of Commissioning of MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
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1. Finalization of Risk Management 60 $5,400
Plan related documents, including
Business Plan.
2. Finalization of Continuous Emission 60 $5,400
Monitoring System (CEMS)
Application to be submitted to the
South Coast Air Quality Management
District (SCAQMD) and meetings.
3. Preparation ofRTU package for 80 $7,200
submission to the SCAQMD (this is a
requirement for the CEMS).
4. Support in preparing the Cooling 60 $5,400
Tower Management Plan.
5. Support in obtaining revised Title V 80 $7,200 .
permit from SCAQMD, United States
Environmental Protection Agency
(EP A), and California Energy
Commission (CEC). Note: This is for
the change in fire water diesel pump.
6. Preparation ofSCAQMD Variance 80 $7,200
Package (higher visible emission
during the first firing of combustion
turbines, plastic rapping inside of
HRSGs) and attending SCAQMD
Hearing SCAQMD Board meetings.
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7. Support in reviewing the revised 60 $5,400
commissioning sequence of the MGS,
including the review of emissions and
RTC and ERC requirements. Note:
This does not include any revisions to
SCAQMD/CEC permits.
A-I
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Phase 1
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion During Construction
(Prior to Start of Commissioning of MGS)
8. Cultural Resources Monitoring and This task will $20,000
preparation of final report. be performed
by Cogstone
and KRM
Planning)
9. Management of Environmental 80 $7,200
Compliance Monitoring
(Paleontological and Cultural), Review
of the Reports and Submission to the
Resident Engineer.
10. Support in compliance with 30 $2,700
Industrial Wastewater Permit and
SWPPP requirements.
11. Support in preparation of 100 $9,000
Hazardous Material Management Plan,
including Training to MGS personnel.
12. Project Management and 120 10,800
Consultation prior to start of
commissioning of the MGS (months of
March, ~pril and May 2005).
Total Labor $92,900
ODC's (travel, document reproduction, $1,000
phone, fax, job related supplies, meals
in the field, etc.)
Total Cost $93.900
a Please see Table 1 or Exhibit F for detailed billing rates
A-2
Phase 2
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion Prior to Start-Up of the MGS
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
1. Support in the installation of CEMS 120 $10,800
and verification that CEMS are
functionally operational.
2. Obtain from SCAQMD NSR Ledger 20 $1,800
Account and provide this information
to CEC..
3. Develop a protocol to purchase only 8 $720
15 ppm sulfur containing diesel fuel.
4. Provide assistance during 80 $7,200
commissioning in meeting the emission
limits and prepare emission reports for
CEC..
5. Support in CEMS Certification, 100 $9,000
Performance Testing, and Compliance
Verification.
6. Provide assistance'in investigating, 40 $3,600
evaluating, and resolving MGS related
noise complaints.
7. Provide assistance in conducting 80 $7,200
low-pressure continuous steam blow
process, including estimates of the
expected noise levels during this
process.
8. Project Management and General 80 $7,200
Assistance during the commissioning
of the MGS.
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Total Labor $47,520
ODC's (travel, document reprod~ction, $1000
phone, fax, job related supplies, meals
in the field, etc.)
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Phase 2
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion Prior to Start-Up of the MGS
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
Total Cost $48.520
a Please see Table 1 or Exhibit F for detailed billing rates
Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task
Labor Hours
Cost
(Average Labor
Rate of $90/hrt
1. Provide assistance in preparing
weekly TDS reports for CEC.
100
$9,000
2. Calculate daily PMI0 emissions
from the cooling tower and prepare
quarterly reports for CEC.
100
$9,000
3. Develop protocol for testing
firewater pump and provide firewater
pump testing times in quarterly
emissions report to CEC.
40
$3,600
4. Develop format for collecting
emission data during the operation
phase and prepare quarterly and annual
emission reports for CEC.
1000
$90,000
5. Submit diesel fuel purchase records
to the CPM on a quarterly basis.
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$1440
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6. Develop program to keep the facility
in compliance with release prevention
program requirements and prepare
annual certification for CEC.
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100
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$9,000
A-4
Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
7. Prepare emission compliance reports 100 $9,000
and submit to CEC quarterly.
8. Prepare quarterly reports for CEC 100 $9,000
with information on startups and
shutdowns on a quarterly basis.
9. Develop procedures to ensure that 40 $3,600
the operating time of backup generators
and the firewater pump does not exceed
,199 hours each in one year.
10. Provide compliance reports to CEC 80 $7,200
annually (ammonia injection rate,
temperature, and differential pressure)
11. Provide assistance in source testing 40 $3,600
for ammonia emissions (quarterly tests
during the first year) and reporting to
SCAQMD and CEC.
12. Develop procedures to keep track of 20 $1,800
coatings used at the facility.
13. Prepare project Operations and 80 $7,200
Maintenance Safety and Health
Program for submission to CPM and
city.
14. Develop a procedure to keep track 40 $3,600
of maintenance activities for Station
"A" and submit compliance report
annually.
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15. Implement compliance plan to meet 100 $9,000
all the NPDES requirements for the
operational phase.
A-5
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Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
16. Prepare compliance report 80 $7,200
regarding the water use (potable and
reclaimed) by MGS.
17. Conduct an occupational noise 200 $18,000
survey.
18. Prepare an Application for 40 $3,600
Administrative Changes to the Title V
Permit (SCAQMD) - Acid Rain
Compliance Dates.
19. Provide assistance in obtaining acid 40 $3,600
rain (S02) credits
20. Prepare Semi-Annual Certification 80 $7,200
Reports (SCAQMD)
21. Preparation of Annual Compliance 100 $9,000
Certification Report, including the
reporting of deviations of permit
conditions, auditing of records,
maintenance, breakdown, fuel usages,
and recordkeeping requirements for
SCAQMD
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22. Preparation of Annual Emission 100 $9,000
Report and Fee Reporting
23. General assistance in Complying 100 $9,000
with various SCAQMD Rules and
Regulations.
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Monitoring Reports (Wastewater, 12
reports)
25. Preparation of Annual Wastewater 40 $3,600
Surcharge Report
A-6
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Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for 9perations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
26. Annual Flow Meter 40 $3,600
Calibration/Certification
27. General Assistance in complying 100 $9,000
with Wastewater Related Regulations.
28. Project Management 500 $45,000
1. Task 5, Verification Noise Testing as 222 $19,980
detailed in the proposal submitted by
Parsons in January 2003 (includes
preparation of a report for submission
to California Energy Commission).
This is required as per Condition of
Certification, Noise -6.
Total Labor $331,020
ODC's (travel, document reproduction, $10,000
telephone, fax, etc.)
Total Cost $341.020
a Please see Table 1 or Exhibit F for detailed billing rates
Table 1
Rate Schedule for Key MGS Project Team Members
Name of the Project Team Member
Hourly Rate
Joanne Adams
$73
Paul Farmanian
$150
Steve Hernandez
$85
$68
Brynna McNulty
A-7
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Dennis Mehaffey
Shudeish Mahadev
$68
$60
$68
$65
$95
$130
$97
$125
$150
Linda Serret
Sandy Stellway
Thi Tran
Emery Tuttle
Joseph Walters
Antoine Assioun
Shala Craig
Tom Blaney
$107
Constance C Sobel
$98
$45
Eric Williams
SUMMARY OF TOTAL COSTS
Total Phase I:
Total Phase 2:
Total Phase 3:
$ 93,900.00
$ 48,520.00
$341.020.00
$483,440.00
The parties agree that the amount due and owing for the Job 740774 Agreement is $26,307.55,
the Job 743121 Agreement is $20,302.24 and the Job 440935 A reement is
-'1'1..'''''.'..'..'........'..'.,.'',',.....'.,..,.',..'_,""'...'.'.""'."'..",.".""'.'.'.
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is incorporated into the total amount of Phases 1, 2 and 3 above.
- End of Exhibit A -
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EXHIBIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Consultant's performance of the Malburg Project services in
accordance with the terms and conditions of this Agreement, City shall pay
Consultant a maximum Contract Price (Contract Price) of Four Hundred Eighty-
Three Thousand Four Hundred Forty Dollars and No Cents ($483,440.00). The
actual amount will be based on tasks required to perform the services, billed in
accordance with Consultant's fixed fee rates identified in the attached Exhibit A.
1.2 Other Compensation
For all other capital projects identified by the City, the City shall pay Consultant
for services on a time and material basis at the hourly rates described in Exhibit F.
1.3 Expense Reimbursement
With prior written consent from the City Administrator, the City shall reimburse
Consultant for reasonable out of pocket expenses, including, but not limited to,
mileage based upon actual mileage charges at federally approved rate.
1.4 Consumer Price Index
During the term of this Agreement, City reserves the right to increase the rates set
forth in Table 1 of Exhibit A, or in Exhibit F, at a rate not to exceed the United
States Department of Labor's Consumer Price Index ("CPf') for the Los Angeles-
Long Beach Metropolitan Area, as published on March 1 of each year. The City
may, in its discretion and upon request of Consultant, allow the rates to be
increased on each anniversary of the date of this Agreement and Consultant will
receive an increase, if any, based upon the CPI for the preceding twelve (12)
month period. In the event such index shall cease to be computed or published,
City may, in its reasonable discretion, designate a successor index to be used in
determining any increase to the rates.
1.5 Entire Compensation
Except as provided below in Exhibit D, the Contract Price is full and complete
compensatiull, amI cunstitutes the entire compensation due Consultant for the
services and any and all of Consultant's obligations hereunder, regardless of
difficulty, unforeseen circumstances, hours worked or equipment, materials or
personnel required. The Contract Price includes without limitation compensation
for all applicable taxes, customs duties, fees, overheads, profit, travel time to and
from the Work Site and all other direct and indirect costs incurred or to be
incurred by Consultant hereunder. The Contract Price set forth above and the
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rates set forth in any attachment incorporated into this exhibit are not subject to
escalation for any reason. No adjustments in compensation shall be made as a
result of changes in the value of any currency. The Contract Price shall only be
adjusted by a formal, written Change Order or amendment to this Agreement.
2.0 Compensation for Changes
The compensation due Consultant, or the credit due City, for "Changes" (as that term is
defined in Exhibit D) may not be established verbally, and shall be established in a
written change order signed by City as described in Exhibit D. Compensation
adjustments in each such change order shall be established by one or more of the
following bases, as determined by City: (a) a lump sum price to be negotiated between
the parties; or (b) work unit rates as set forth in Exhibit A, or such lower rates as are
otherwise agreed in the applicable Change Order. Once established, the amount of the
compensation due Consultant or credit due City for a change shall not be subject to
adjustment for any reason, including changes in the value of any currency.
3.0 Invoicing and Payment
Consultant shall submit invoices acceptable to City, and City shall make payment to
Consultant in accordance with the terms set forth in Exhibit D.
Payment of the invoices shall be made after acceptance and approval by City within 30
days of receipt. Consultant shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
- End of Exhibit B -
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EXHIBIT C
Insurance
Consultant and its Sub-Consultant(s), if any, shall, prior to commencement of any work and for
the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below.
The insurance coverage as listed herein, shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Consultant shall cause its insurers to issue, including but not limited to, Certificates of Insurance
or, upon request, certified copies of the insurance policies evidencing that the coverages and
policy endorsements required under this Agreement, are maintained in force.
Consultant shall ensure its Sub-Consultant(s), if any, maintain those insurance requirements as
specified in this Schedule C and are endorsed as additional insured(s) on all required Consultant
insurance coverages. Consultant and its Sub-Consultant(s), if any, shall maintain in effect the
following minimum insurance coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and
Harbor Workers and Jones Act, including occupational illness or disease coverage in
accordance with the laws of the nation, state, territory, or province exercising jurisdiction
over the Employees. Workers Compensation and Employers Liability Insurance shall
have a minimum limit of $ 1,000,000 per occurrence.
B. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $1 ,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non-
owned or hired vehicles with a minimum combined single limit of$l,OOO,OOO per
occurrence for bodily injury and property damage.
D. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either by through the primary insurance coverages or through an excess liability policy.
Such insurance shall at all times be on an occurrence form and provide policy conditions
as broad as those required in the primary insurance.
E. Provide the City of Vernon thirty (30) days written notice of cancellation.
- End of Exhibit C -
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EXHIBIT D
General Conditions
1.0 Definitions and Responsibilities
1.1 Definitions
Whenever used in the Agreement of which these General Provisions are a part,
the following terms shall mean:
a. "Agreement" shall mean that formally executed Agreement or Contract which
includes the Contract Documents to which this Exhibit D is attached. The
Agreement constitutes the entire agreement between the parties relating to its
subject matter. '
b. "Consultant" shall mean Parsons Commercial Technology Group, Inc. and
where applicable, its affiliated companies, directors, officers, employees, agents
and representatives.
c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal
which may have, but not necessarily, preceded execution of the Agreement, the
General Provisions and all exhibits and schedules attached to the Agreement and
all plans and specifications identified in the Contract Documents.
d. "Contract Price" shall have the meaning given it in Section 3.1.
e. "City" shall mean the entity which has executed the Agreement and, where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents.
f. "General Provisions" or "General Conditions" shall mean these General
Conditions of this Exhibit D.
g. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and representatives.
h. "Premises" shall mean the physical premises under City's and/or Owner's
control or ownership where work hereunder is to be performed.
i. "Proprietary Information" shall mean all information, whether written or oral,
which Consultant acquires from, through or on behalf of City, directly or
indirectly, or which arises out of the work, concerning the work or proprietary
processes involved in the work including, without limitation, information
concerning past, present or future business plans of City, information about the
operations of City's Premises, and other City information or know-how obtained
during the Work, except information falling into any of the following categories:
(1) Information which, at the time of disclosure hereunder, is in the public
domain;
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(2) Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Consultant's or any entity
within Consultant's control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in
Consultant's possession without limitation regarding disclosure to others;
or
(4) Information which subsequent to disclosure hereunder, is obtained by
Consultant from a third party who is lawfully in possession of such
information and not subject to a contractual or fiduciary relationship to
City with respect to said information and who does not require Consultant
to agree to refrain from disclosing such information to others.
j. "Sub-Consultant" shall mean any first or lower-tier Sub-Consultant and its
employees, representatives, agents, Sub-Consultants or other personnel who have
been approved in the manner required by the Agreement.
k. "Work" or "Services" shall mean the work performed by Consultant and
required to be performed from time to time by City under the Agreement.
1.2 City's and Consultant Representations
Consultant and City represents that it has read and understands the Agreement and
Contract Documents. The Consultant represents that it understands the Owner's
regulations concerning premises access, badges, parking, security, safety, fire,
prohibited drugs and alcohol, and smoking and other rules, and that Consultant
has visited the Premises where the Work is to be done and is familiar with the
local conditions under which it is to be done. Consultant also represents that it is
experienced in performing and competent, and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by the Agreement.
1.3 Representatives of the Parties
At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
2.0 Scope of Work: Division of Responsibility
2.1 Description of the Work
A description ofthe Work is set forth in this Agreement and the attachments
thereto. City may at any time, by written change order by City's authorized
representative identified in the Agreement, make changes only to extend the work
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duration and total compensation of Consultant's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Consultant's Responsibilities
Unless otherwise specified in the Agreement, Consultant shall perform the duties
as outlined in the Agreement between the Consultant and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Consultant's employees, Sub-
Consultants, representatives or other personnel shall be and remain the
responsibility of Consultant. City's and/or Owner's first aid facilities, if any,
however, will be made available to Consultant's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Consultant hereby agrees to indemnify Owner against,
any causes of action, claim, liability or costs, including attorneys' fees, arising in
whole or part out of the furnishing of such first aid facilities or assistance to
Consultant's employees, Sub-Consultants, representatives or other personnel, or
out of the failure to furnish such facilities or assistance.
3.0 Compensation and Payment
3.1 Contract Price
The compensation set forth or provided for in the Agreement is the Contract
Price. Whether it expressly provides for the reimbursement of costs incurred by
Consultant or simply for the payment of a lump sum of money, it is intended to be
the full and complete payment for satisfactory completion of the Work and, unless
otherwise stated, to cover all costs whether for materials, equipment, tools, labor,
services and taxes and all overhead, rentals and profit or fee, if any.
3.2 Reimbursables and Other Expenses
Expenses may only be billed if advance written approval has been obtained from
the City Administrator.
3.3 Terms of Payment
Consultant shall be entitled to receive monthly progress payments. Consultant
shall submit progress payment requests, prepared in accordance with City
requirements, by the fifteenth (15th) of each month, or the prior calendar month's
completed work. City will make payment to Consultant within thirty (30) days
after acceptance and approval of the invoice received from Consultant.
3.4 Records, Inspection and Audit
During the course of Work being performed, Consultant and any of its Sub-
Consultants, shall maintain and retain, not less than three years after completion
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thereof, complete and accurate records of the Consultant's costs which are
chargeable to City under this Agreement. City or its designated, authorized
representatives, shall have the right during this three year period, upon written
reasonable notice, to inspect and audit those records. Such records to be
maintained and retained by the Consultant shall include: (a) payroll record
accounting for the total time distribution of the Consultant's employees working
full or part time on the Work (to permit tracing to payrolls and related tax returns)
as well as canceled checks or signed receipts for payroll payments in cash; (b)
invoices for purchases, receiving and issuing documents, and all the other unit-
inventory records for the Consultant's stores stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the Sub-Consultant's
and any other third-parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
3.5 Corporate Conduct
Consultant, its employees, agents or representatives shall not offer or give to an
officer, official, or employee of City or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
4.0 Termination of Contract
4.1 Non-Default Termination
City, at its sole discretion, may terminate this Contract upon fifteen (15) days
written Notice to Consultant and such termination shall be effective in the manner
specified in such Notice and shall be without prejudice to any claim that either
party may have against the other.
4.2 Termination Payment
In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Consultant for those services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Consultant directly attributable to termination which could not reasonably have
been avoided and for which Consultant is not otherwise compensated that are
incurred through the date of the termination and in effectuating the termination
(the "Termination Expenses"). Termination Expenses shall not include lost
profits, lost opportunities, consequential damages, or the like. In no event shall
total payment exceed the Contract Price.
4.3 Loss of Profits
In the event of any termination of this Contract or reduction in scope of the Work
Consultant shall not be entitled to damages for loss of profits for the unexecuted
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portion of the Work or any other damages because of such termination or
reduction.
5.0 General provisions
5.1 Independent Consultant
Consultant shall be an independent Consultant with respect to all the services to
be performed hereunder and shall have responsibility for and control over the
details and means for performing the Work. Neither Consultant nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Consultant shall have complete and sole control
over its employees, the details of the services and the methods by which the
services are accomplished, it being understood that City is interested only in the
results to be obtained by Consultant.
5.2 Insurance
Consultant agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Consultant
shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of
performance under this Agreement. Consultant shall not commence performance
of its work under this Agreement until the above insurance has been obtained and
proof of insurance has been filed with and approved by the City.
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. Consultant
employs subcontractors as part of the services rendered, Consultant's protective
coverage is required. Consultant may include all subcontractors as insureds under
its own policy or shall furnish separate insurance for each subcontractor, meeting
the requirements set forth herein.
5.3 Standard of Care
Consultant agrees that all services provided will be conducted by the principal and
competent staff members, if any, under the supervision of the principal, and that
services will be performed and rendered diligently. Consultant represents that it
has, or shall secure, at its own expense, all personnel required to perform
Consultant's services under this Agreement, but at all times shall be responsible
for the services of such personnel. Consultant may not employ any sub.
consultants without the prior written approval of the City.
5.4 Indemnification
Consultant's Indemnity. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold'harmless City and its elected officials, officers, agents
and employees from all claims, suits, actions, demands, damages, liabilities,
D - 5
expenses, judgments, settlements and penalties, losses, fmes, and all costs and
expenses incurred in connection therewith, including reasonable attorneys' fees
and all costs of defense, arising out of or attributable to the negligent or wrongful
acts of Consultant or its employees or agents under this Agreement, except to the
extent arising from or caused by the sole negligence or willful misconduct of the
City, its officers, agents or employees. The terms of this indemnity shall survive
the termination of this Agreement. The obligations in this Paragraph are in
addition to Consultant's duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Consultant.
Indemnity Process. The City shall notify Consultant in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such
notice, Consultant shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Consultant fails, within a reasonable time after receipt of
such notice, to assume the defense with counsel reasonably satisfactory to City, or
if, in the reasonable judgment of City, a direct or indirect conflict of interest exists
between the parties with respect to the claim, or if in the sole judgment of City the
assumption and conduct of the defense by Consultant would materially and
adversely affect City in any manner or prejudice its ability to conduct a successful
defense, then the City shall have the right to undertake the defense, compromise
and settlement of such claim for the account and at the expense of Consultant.
Notwithstanding the above, if the City in its sole discretion so elects, City may
also participate in the defense of such actions by employing counsel at its
expense, without waiving the City's obligations to indemnify or defend.
Consultant shall not settle or compromise any claim or consent to the entry of any
judgment without the prior written consent of the City and without an
unconditional release of all liability by each claimant or plaintiff to the City.
5.5 Treatment of Confidential and Proprietary Information
a. For ten years after the effective date of this Agreement, Consultant shall refrain
from using any Confidential or Proprietary Information except in connection with
the Work or from disclosing it to any third party other than to employees of
Consultant who require it in performance of the Work and except to such other
third persons as City may otherwise authorize in writing. If disclosure to such an
employee or other third person is so authorized, Consultant shall enter into with
said party, a confidentiality agreement containing provisions with respect to use
and disclosure of Proprietary Information substantially the same as those
contained in this General Condition.
b. Consultant shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Consultant
hereunder. Consultant may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Consultant shall return to City
upon the completion of the Work or request by City all such documents- and
copIes.
c. Except as expressly permitted by prior written consent of the City, Consultant
and/or its subcontractors shall not disclose, permit the disclosure of, release,
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disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity, 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 Work 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. Consultant shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non-disclosure requirement.
5.6 Compliance with City's and Owner's Regulations
Consultant shall observe, and shall cause its Sub-Consultants and the employees
of each of them to observe, all of City's and Owner's regulations as they may be
revised from time to time concerning the safety and security of persons and
property, housekeeping and Premises or plant work hours.
5.7 Compliance with Authority
Consultant shall comply with all laws, regulations, executive orders and other
applicc;\ble requirements of any governmental agencies having jurisdiction
including the Fair Labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Consultant shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
ongm.
Consultant shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measure by the wages and salaries of persons employed by Consultant.
Consultant shall indemnify City and Owner against, and hold City harmless from,
any liability or loss including liability or loss from fines or penalties arising out of
Consultant's failure to perform the obligations imposed upon it by this section.
5.8 Assignments and Sub-Consultants
Consultant's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this section shall, at City's
discretion, be void. Consent by City shall not relieve Consultant of responsibility
for performance of Consultant's obligations hereunder. City may assign all or any
part of this Agreement at any time effective immediately upon written notification
to Consultant.
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5.9 Waiver
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default or of such right.
5.10 Applicable Law
This Agreement shall be governed by and construed under the laws of the state of
California.
5.11 Captions
The captions used in this Agreement are for convenience only and shall in no way
define, limit or describe the scope or intent of this Agreement or any part thereof.
5.12 Notices
All notices required or permitted hereunder shall be in writing and shall be
delivered to the entity or person identified in the Contract Documents under
Notices. Notice sent by properly addressed mail, certified or registered with
return receipt requested and postage prepaid, shall be effective three days after
deposit in the mail or when received, whichever is earlier. Notice sent by
facsimile, telegraph, telex or cable and confirmed by copy thereof sent by
registered or certified mail shall be effective upon the date of such facsimile,
telegraph, telex or cable. Notices sent in any other manner shall be effective only
if and when received.
5.13 Entire Agreement
The Agreement, and the attached Exhibits, constitute the entire Agreement by the
parties and it may not be altered, amended or changed without a duly executed
document by all parties.
5.14 Attorneys' Fees
In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs.
5.15 Changes in the Work
City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit E attached hereto and incorporated by reference.
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5.16 Forum
Any dispute related to this Agreement shall be adjudicated in a state court serving
the County of Los Angeles, California.
5.17 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, 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 mve 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.
- End of Exhibit D -
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EXHmIT E
Form Chanl!e Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Consultant agree that Consultant's compensation shall be adjusted as follows:
City and Consultant agree that Consultant's schedule shall be adjusted as follows;
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Consultant (Parsons Commercial Technology
Group, Inc.)
City (City of Vernon, California)
By
By
Date
Date
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INSTRUCTIONS TO CONSULTANT
Contract Number:
Instruction to Consultant Number:
Date:
Specific Instructions to Consultant:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Consultant, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Consultant shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Consultant fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Consultant shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Consultant shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Consultant fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Consultant's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Consultant Representative
Date
- End of Exhibit E -
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EXIDBIT F
Hourlv Rate Schedule
Name of the Project Team Member Hourly Rate
.
Joanne Adams $73
Paul Farmanian $150
Steve Hernandez $85
Brynna McNulty $68
Dennis Mehaffey $68
Linda Serret $60
Sandy Stellway $68
Thi Tran $65
Emery Tuttle $95
Joseph Walters $130
Shudeish Mahadev $97
Antoine Assioun $125
Shala Craig $150
Tom Blaney $107
Constance C Sobel $98
Eric Williams $45
- End of Exhibit F -
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SUPPORTING
DOCUMENTS
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AMENDED AND RESTATED AGREEMENT FOR CONSULTING SERVICES
THIS AMENDED AND REST A TED 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 lih day of July, 2005, in the City of Vernon, County of Los
Angeles, California
BY AND BETWEEN
CITY OF VERNON, a municipal
corporation, hereinafter
referred to as the "City,"
4305 Santa Fe Avenue
Vernon, California 90058
AND
PARSONS COMMERCIAL
TECHNOLOGY GROUP INC., hereinafter
referred as the "Consultant,"
100 West Walnut Street
Pasadena, CA 91124
RECITALS
WHEREAS, the City is constructing the Malburg Generating Station Combined
Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for
purposes of installing additional generating capacity; and
WHEREAS, the City and Consultant executed an Agreement for Professional
Consulting Services on June 20, 2001, as amended on September 19,2001, January 22, 2002 and
August 28,2002 (approved September 4,2002), for assistance in the preparation of an
Application for Certification for submission to the California Energy Commission, preparation of
a Permit to Construct Application for submission to the South Coast Air Quality Management
District ("SCAQMD"), environmental air quality permitting and licensing requirements support
regarding the Malburg Project and support services relating to the establishment of Station A as
an historical landmark (collectively, "Job 740774 Agreemenf'); and .
WHEREAS, the City and Consultant executed an Agreement for Consulting
Services on February 5, 2003, for the performance of noise control studies for the Malburg
Project ("Job 743121 Agreement"); and
WHEREAS, the City and Consultant executed an Agreement for Consulting
Services on April 16, 2003, as amended by Change Order approved on September 1,2004, for
the performance of cultural resources monitoring, grading, excavation, storage, analysis and
reporting, implementation of a mitigation program and project management services for the
Malburg Project (collectively, "Job 440935 Agreement"); and
WHEREAS, the City and Consultant desire to incorporate all the services
performed by Consultant into one master agreement for consulting services, for both the Malburg
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Project and various capital projects the City may undertake from time to time, thereby combining
Job 740774 Agreement, Job 743121 Agreement and Job 440935 Agreement, and all amendments
and change orders thereto; and
WHEREAS, the City has determined that it is in the best interests of the City with
respect to the Malburg Project and various other capital projects the City may undertake to have
one master agreement superseding the prior agreements for the benefit of the City; and
WHEREAS, Consultant represents that it is qualified and capable of furnishing
the labor, materials and expertise necessary to perform the services that the City requires, as set
forth in this Agreement and is willing to do so on the terms and conditions set forth below; and
WHEREAS, the City desires to enter into one master agreement superseding the
Job 740774 Agreement, the Job 743121 Agreement and the Job 440935 Agreement with
Consultant to perform tasks relating to Phase I (Tasks for Completion During Construction),
Phase 2 (Task for Completion Prior to Start-up) and Phase 3 (Tasks for Completion for
Operations Management) with respect to the Malburg Project and various other capital projects
the City make undertake, as defined in the terms and conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Scope of Services
Consultant shall provide its Phase 1,2 and 3 services for the Malburg Project and
consulting services for all other identified capital projects under the general supervision
of the City Administrator, or his authorized designee, and shall include, for the Malburg
Project, but not be limited to, the tasks identified in Exhibit A which is attached hereto
and incorporated by reference.
2.0 Time of Performance
Consultant's services shall commence upon the signing of the Agreement by both parties
and shall end, for the Malburg Project, when Consultant has completed the work
identified in.Exhibit A, unless the Agreement is otherwise terminated or extended upon
written agreement of both parties to this Agreement.
All other work undertaken by Consultant shall have performance schedules identified on
a project-by-project basis.
3.0 Contract Price
For the Malburg Project, as full and complete compensation to Consultant for the timely,
proper and complete performance of all obligations relating to this Agreement and
reimbursable expenses, including transportation and lodging, City shall pay Consultant,
subject to the additions and deletions expressly provided for in this Agreement, the
Contract Price set forth in Exhibit B.
For all other capital projects identified by the City, Consultant shall receive compensation
according to the hourly rates set forth in Exhibit F.
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4.0 Notices
All notices, approvals, consents and other communications between the parties shall be in
writing, and shall be sent by fax or by certified mail (return receipt requested) to the
respective addresses set forth below, or at such other address as may be furnished by
either party to the other in writing.
Consultant - Parsons Commercial
Technology Group Inc.
Attn: Dr. Shudeish Mahadev
100 W. Walnut St.
Pasadena, CA 91124
City - City of Vernon, California
Attn: Bruce V. Malkenhorst, City
Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax:
Telephone:
323-826-1438
323-583-8811 ext 260
Fax: (626) 440-2993
Telephone: (626) 440-3114
5.0 Law and Arbitration
This Agreement shall be governed by the laws of the State of California except for its
conflict of law provisions. The parties agree that any and all disputes arising out of or in
relation to this Agreement, including without limitation any action in tort, shall be
resolved exclusively, finally and conclusively by arbitration in Los Angeles County,
California under the auspices of and pursuant to the rules of the Judicial Arbitration &
Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two
arbitrators will then select a third. The three member panel will make the final decision.
All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written
reasons for their decision. The arbitration decision shall be final and binding on the
parties. Notwithstanding the foregoing, the parties shall be permitted to access the court
system to enforce any arbitration award or to obtain injunctive relief. The exclusive
jurisdiction and venue for any such action shall be the Superior Court of California, Los
Angeles County. Any and all contracts between Consultant and any subcontractor
relating to this Agreement shall include the same arbitration clause.
6.0 Entire Agreement
This Agreement is for specifically identified services for compensation at specific sums
to be undertaken for the City's Malburg Project and for general consulting services at
scheduled hourly rates for various capital projects the City may undertake from time to
time. The Malburg Project portion of the Agreement shall be comprised of these signed
business terms (Business Terms), together with Exhibit A - Scope of Work; Exhibit B-
Compensation and Payment; Exhibit C - Insurance; Exhibit D - General Provisions,
Exhibit E - Form Change Order and Exhibit F - Hourly Rate Schedule which are all
attached. In the event of conflict between this Agreement and any of the exhibits, this
Agreement shall prevail. In the event of conflict between exhibits, the exhibits shall be
prioritized in the following order: Exhibit D first, then Exhibits C, B, A and E. The
general consulting portion of this Agreement shall be at the rates identified in Exhibit F.
This agreement is the entire agreement of the parties, and supersedes all prior written
and/or verbal communications, proposals, notices of award, negotiations, understandings
and agreements, whether written or verbal, between the parties with respect to the subject
- 3 -
<I
matter dealt with in this Agreement. Consultant expressly waives all claims for
compensation based upon quantum merit, implied contract or oral contract. Each party to
this Agreement acknowledges that no representations, inducements, promises or
agreements, verbally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied in this Agreement, and that no other
agreement, statement or promise not contained in this Agreement or a subsequent
amendment or change order shall be valid or binding. No amendment or change in the
provisions of this Agreement shall be made, except in a formal written amendment signed
by Consultant and a corporate officer of City, or in a written change order. Each party
represents and warrants that it has read and fully familiarized itself with this Agreement,
and that such party has been fully authorized to sign this Agreement.
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.
Consultant:
City:
Parsons Commercial Technology
Group Inc.
City of Vernon
-./h;?11~~ ~ i~
Name:-L-eonis"C: 'M:r1:borg; Maynr
Thomas A. Ybarra, Mayor Pro-Tern
Date: j] V vroI- I} LJ D.S
o '
ATTEST:
Acting
City Clerk
Eri~~orneY
-4-
EXHIBIT A
Scope of Work
Phase 1
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion During Construction
(prior to Start of Commissioning of MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
1. Finalization of Risk Management 60 $5,400
Plan related documents, including
Business Plan.
2. Finalization of Continuous Emission 60 $5,400
Monitoring System (CEMS)
Application to be submitted to the
South Coast Air Quality Management
District (SCAQMD) and meetings.
3. Preparation of R TU package for 80 $7,200
submission to the SCAQMD (this is a
requirement for the CEMS).
4. Support in preparing the Cooling 60 $5,400
Tower Management Plan.
5. Support in obtaining revised Title V 80 $7,200
permit from SCAQMD, United States
Environmental Protection Agency
(EP A), and California Energy
Commission (CEC). Note: This is for
the change in fire water diesel pump.
6. Preparation of SCAQMD Variance 80 $7,200
Package (higher visible emission
during the first firing of combustion
turbines, plastic wrapping inside of
HRSGs) and attending SCAQMD
Hearing SCAQMD Board meetings.
7. Support in reviewing the revised 60 $5,400
commissioning sequence of the MGS,
including the review of emissions and
RTC and ERC requirements. Note:
This does not include any revisions to
SCAQMD/CEC permits.
A-I
Phase 1
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion During Construction
(Prior to Start of Commissioning of MGS)
8. Cultural Resources Monitoring and This task will $20,000
preparation of final report. be performed
by Cogstone
and KRM
Planning)
9. Management of Environmental 80 $7,200
Compliance Monitoring
(Paleontological and Cultural), Review
of the Reports and Submission to the
Resident Engineer.
10. Support in compliance with 30 $2,700
Industrial Wastewater Permit and
SWPPP requirements.
11. Support in preparation of 100 $9,000
Hazardous Material Management Plan,
including Training to MGS personnel.
12. Project Management and 120 10,800
Consultation prior to start of
commissioning of the MGS (months of
March, April and May 2005).
Total Labor $92,900
ODC's (travel, document reproduction, $1,000
phone, fax, job related supplies, meals
in the field, etc.)
Total Cost $93.900
a Please see Table 1 or Exhibit F for detailed billing rates
A-2
Phase 2
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion Prior to Start-Up of the MGS
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
1. Support in the installation of CEMS 120 $10,800
and verification that CEMS are
functionally operational.
2. Obtain from SCAQMD NSR Ledger 20 $1,800
Account and provide this information
to CEC.
3. Develop a protocol to purchase only 8 $720
15 ppm sulfur containing diesel fuel.
4. Provide assistance during 80 $7,200
commissioning in meeting the emission
limits and prepare emission reports for
CEC.
5. Support in CEMS Certification, 100 $9,000
Performance Testing, and Compliance
Verification.
6. Provide assistance in investigating, 40 $3,600
evaluating, and resolving MGS related
noise complaints.
7. Provide assistance in conducting 80 $7,200
low-pressure continuous steam blow
process, including estimates of the
expected noise levels during this
process.
8. Project Management and General 80 $7,200
Assistance during the commissioning
of the MGS.
Total Labor $47,520
ODC's (travel, document reproduction, $1000
phone, fax, job related supplies, meals
in the field, etc.)
A-3
Phase 2
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion Prior to Start-Up of the MGS
Task
Labor Hours
Cost
(Average Labor
Rate of $90/hr)a
Total Cost
$48.520
a Please see Table 1 or Exhibit F for detailed billing rates
Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
1. Provide assistance in preparing 100 $9,000
weekly TDS reports for CEC.
2. Calculate daily PMI0 emissions 100 $9,000
from the cooling tower and prepare
quarterly reports for CEC.
3. Develop protocol for testing 40 $3,600
firewater pump and provide firewater
pump testing times in quarterly
emissions report to CEC.
4. Develop format for collecting 1000 $90,000
emission data during the operation
phase and prepare quarterly and annual
emission reports for CEC.
5. Submit diesel fuel purchase records 16 $1440
to the CPM on a quarterly basis.
6. Develop program to keep the facility 100 $9,000
in compliance with release prevention
program requirements and prepare
annual certification for CEC.
A-4
Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hrt
7. Prepare emission compliance reports 100 $9,000
and submit to CEC quarterly.
8. Prepare quarterly reports for CEC 100 $9,000
with information on startups and
shutdowns on a quarterly basis.
9. Develop procedures to ensure that 40 $3,600
the operating time of backup generators
and the firewater pump does not exceed
199 hours each in one year.
10. Provide compliance reports to CEC 80 $7,200
annually (ammonia injection rate,
temperature, and differential pressure)
11. Provide assistance in source testing 40 $3,600
for ammonia emissions (quarterly tests
during the first year) and reporting to
SCAQMD and CEC.
12. Develop procedures to keep track of 20 $1,800
coatings used at the facility.
13. Prepare project Operations and 80 $7,200
Maintenance Safety and Health
Program for submission to CPM and
city.
14. Develop a procedure to keep track 40 $3,600
of maintenance activities for Station
"A" and submit compliance report
annually.
15. Implement compliance plan to meet 100 $9,000
all the NPDES requirements for the
operational phase.
A - 5
'.
Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $90/hr)a
16. Prepare compliance report 80 $7,200
regarding the water use (potable and
reclaimed) by MGS.
17. Conduct an occupational noise 200 $18,000
survey.
18. Prepare an Application for 40 $3,600
Administrative Changes to the Title V
Permit (SCAQMD) - Acid Rain
Compliance Dates.
19. Provide assistance in obtaining acid 40 $3,600
rain (S02) credits
20. Prepare Semi-Annual Certification 80 $7,200'
Reports (SCAQMD)
21. Preparation of Annual Compliance 100 $9,000
Certification Report, including the
reporting of deviations of permit
conditions, auditing of records,
maintenance, breakdown, fuel usages,
and recordkeeping requirements for
SCAQMD
22. Preparation of Annual Emission 100 $9,000
Report and Fee Reporting
23. General assistance in Complying 100 $9,000
with various SCAQMD Rules and
Regulations.
24. Preparation of Monthly Self 80 $7,200
Monitoring Reports (Wastewater, 12
reports)
25. Preparation of Annual Wastewater 40 $3,600
Surcharge Report
A-6
Phase 3
Parsons Scope of Services and Cost - Environmental Support for MGS Project
Tasks for Completion for Operations Management
(During Regular Operation of the MGS)
Task Labor Hours Cost
(Average Labor
Rate of $901hrt
26. Annual Flow Meter 40 $3,600
Calibration/Certification
27. General Assistance in complying 100 $9,000
with Wastewater Related Regulations.
28. Project Management 500 $45,000
1. Task 5, Verification Noise Testing as 222 $19,980
detailed in the proposal submitted by
Parsons in January 2003 (includes
preparation of a report for submission
to California Energy Commission).
This is required as per Condition of
Certification, Noise -6.
Total Labor $331,020
ODC's (travel, document reproduction, $10,000
telephone, fax, etc.)
Total Cost $341.020
a Please see Table 1 or Exhibit F for detailed billing rates
Table 1
Rate Schedule for Key MGS Project Team Members
Name of the Project Team Member
Hourly Rate
Steve Hernandez
$73
$150
$85
$68
Joanne Adams
Paul Farmanian
Brynna McNulty
A-7
Dennis Mehaffey
Linda Serret
Sandy Stell way
Thi Tran
Emery Tuttle
Joseph Walters
Shudeish Mahadev
Antoine Assioun
Shala Craig
Tom Blaney
Constance C Sobel
Eric Williams
$68
$60
$68
$65
$95
$130
$97
$125
$150
$107
$98
$45
SUMMARY OF TOTAL COSTS
Total Phase I:
Total Phase 2:
Total Phase 3:
$ 93,900.00
$ 48,520.00
$341.020.00
$483,440.00
- End of Exhibit A -
A - 8
EXHIBIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Consultant's performance of the Malburg Project services in
accordance with the terms and conditions ofthis Agreement, City shall pay
Consultant a maximum Contract Price (Contract Price) of Four Hundred Eighty-
Three Thousand Four Hundred Forty Dollars and No Cents ($483,440.00). The
actual amount will be based on tasks required to perform the services, billed in
accordance with Consultant's fixed fee rates identified in the attached Exhibit A.
The parties agree that the total amount due and owing from City to Consultant's
Accounts Receivable as of the 29th day of April, 2005, for Job Agreement
740774, Job Agreement 743121, and Job Agreement 440935 shall be added to the
total Contract Price of $483,440.
1.2 Other Compensation
For all other work associated with this project identified by the City, the City shall
pay Consultant for services on a time and material basis at the hourly rates
described in Exhibit F.
1.3 Expense Reimbursement
With prior written consent from the City Administrator, the City shall reimburse
Consultant for reasonable out of pocket expenses, including, but not limited to,
mileage based upon actual mileage charges at federally approved rate.
1.4 Consumer Price Index
During the term of this Agreement, City reserves the right to increase the rates set
forth in Table I of Exhibit A, or in Exhibit F, at a rate not to exceed the United
States Department of Labor's Consumer Price Index ("CPI") for the Los Angeles-
Long Beach Metropolitan Area, as published on March 1 of each year. The City
may, in its discretion and upon request of Consultant, allow the rates to be
increased on each anniversary of the date of this Agreement and Consultant will
receive an increase, if any, based upon the CPI for the preceding twelve (12)
month period. In the event such index shall cease to be computed or published,
City may, in its reasonable discretion, designate a successor indexto be used in
determining any increase to the rates.
1.5 Entire Compensation
Except as provided below in Exhibit D, the Contract Price is full and complete
compensation, and constitutes the entire compensation due Consultant for the
B-1
services and any and all of Consultant's obligations hereunder, regardless of
difficulty, unforeseen circumstances, hours worked or equipment, materials or
personnel required. The Contract Price includes without limitation compensation
for all applicable taxes, customs duties, fees, overheads, profit, travel time to and
from the Work Site and all other direct and indirect costs incurred or to be
incurred by Consultant hereunder. The Contract Price set forth above and the
rates set forth in any attachment incorporated into this exhibit are not subject to
escalation for any reason except as provided for in section 1.4 hereinabove. No
adjustments in compensation shall be made as a result of changes in the value of
any currency. The Contract Price shall only be adjusted by a formal, written
Change Order or amendment to this Agreement.
2.0 Compensation for Changes
The compensation due Consultant, or the credit due City, for "Changes" (as that term is
defined in Exhibit D) may not be established verbally, and shall be established in a
written change order signed by City as described in Exhibit D. Compensation
adjustments in each such change order shall be established by one or more of the
following bases, as determined by City: (a) a lump sum price to be negotiated between
the parties; or (b) work unit rates as set forth in Exhibit A, or such lower rates as are
otherwise agreed in the applicable Change Order. Once established, the amount of the
compensation due ,Consultant or credit due City for a change shall not be subject to
adjustment for any reason, including changes in the value of any currency.
3.0 Invoicing and Payment
Consultant shall submit invoices acceptable to City, and City shall make payment to
Consultant in accordance with the terms set forth in Exhibit D.
Payment of the invoices shall be made after acceptance and approval by City within 30
days of receipt. Consultant shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
- End of Exhibit B -
B-2
EXHIBIT C
Insurance
Consultant and its Sub-Consultant(s), if any, shall, prior to commencement of any work and for
the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below.
The insurance coverage as listed herein, shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Consultant shall cause its insurers to issue, including but not limited to, Certificates of Insurance
or, upon request, certified copies of the insurance policies evidencing that the coverages and
policy endorsements required under this Agreement, are maintained in force.
Consultant shall ensure its Sub-Consultant(s), if any, maintain those insurance requirements as
specified in this Schedule C and are endorsed as additional insured( s) on all required Consultant
insurance coverages. Consultant and its Sub-Consultant(s), if any, shall maintain in effect the
following minimum insurance coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and
Harbof Workers and Jones Act, including occupational illness or disease coverage in
accordance with the laws of the nation, state, territory, or province exercising jurisdiction
over the Employees. Workers Compensation and Employers Liability Insurance shall
have a minimum limit of $1,000,000 per occurrence.
B. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $1 ,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non-
owned Of hired vehicles with a minimum combined single limit of $1 ,000,000 per
occurrence for bodily injury and property damage.
D. Excess Liability InSUfance with limits of $2,000,000. Such evidence of insurance can
either by through the primary insurance coverages or through an excess liability policy.
Such insurance shall at all times be on an occurrence form and provide policy conditions
as broad as those required in the primary insurance.
E. Provide the City of Vernon thirty (30) days written notice of cancellation.
- End of Exhibit C -
C - 1
EXHIBIT D
General Provisions
1.0 Definitions and Responsibilities
1.1 Definitions
Whenever used in the Agreement of which these General Provisions are a part,
the following terms shall mean:
a. "Agreement" shall mean that formally executed Agreement or Contract which
includes the Contract Documents to which this Exhibit D is attached. The
Agreement constitutes the entire agreement between the parties relating to its
subject matter.
b. "Consultant" shall mean Parsons Commercial Technology Group Inc. and
where applicable, its affiliated companies, directors, officers, employees, agents
and representatives.
c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal
which may have, but not necessarily, preceded execution of the Agreement, the
General Provisions and all exhibits and schedules attached to the Agreement and
all plans and specifications identified in the Contract Documents.
d. "Contract Price" shall have the meaning given it in Section 3.1.
e. "City" shall mean the entity which has executed the Agreement and, where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents.
f. "General Provisions" or "General Conditions" shall mean these General
Conditions of this Exhibit D.
g. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and representatives.
h. "Premises" shall mean the physical premises under City's and/or Owner's
control or ownership where work hereunder is to be performed.
1. "Proprietary Information" shall mean all information, whether written or oral,
which Consultant acquires from, through or on behalf of City, directly or
indirectly, or which arises out of the work, concerning the work or proprietary
processes involved in the work including, without limitation, information
concerning past, present or future business plans of City, information about the
operations of City's Premises, and other City information or know-how obtained
during the Work, except information falling into any of the following categories:
(1) Information which, at the time of disclosure hereunder, is in the public
domain;
D -1
(2) Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Consultant's or any entity
within Consultant's control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in
Consultant's possession without limitation regarding disclosure to others;
or
(4) Information which subsequent to disclosure hereunder, is obtained by
Consultant from a third party who is lawfully in possession of such
information and not subject to a contractual or fiduciary relationship to
City with respect to said information and who does not require Consultant
to agree to refrain from disclosing such information to others.
j. "Sub-Consultant" shall mean any first or lower-tier Sub-Consultant and its
employees, representatives, agents, Sub-Consultants or other personnel who have
been approved in the manner required by the Agreement.
k. "Work" or "Services" shall mean the work performed by Consultant and
required to be performed from time to time by City under the Agreement.
1.2 City's and Consultant Representations
Consultant and City represents that it has read and understands the Agreement and
Contract Documents. The Consultant represents that it understands the Owner's
regulations concerning premises access, badges, parking, security, safety, fire,
prohibited drugs and alcohol, and smoking and other rules, and that Consultant
has visited the Premises where the Work is to be done and is familiar with the
local conditions under which it is to be done. Consultant also represents that it is
experienced in performing and competent, and qualified to perform the kind of
tasks or assignments included in the Work and employs or has available for
employment in sufficient numbers all unskilled, skilled, administrative,
supervisory, professional and managerial or other personnel required to perform
the Work as required by the Agreement.
1.3 Representatives of the Parties
At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
2.0 Scope of Work: Division of Responsibility
2.1 Description of the Work
A description of the Work is set forth in this Agreement and the attachments
thereto. City may at any time, by written change order by City's authorized
representative identified in the Agreement, make changes only to extend the work
D-2
duration and total compensation of Consultant's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Consultant's Responsibilities
Unless otherwise specified in the Agreement, Consultant shall perform the duties
as outlined in the Agreement between the Consultant and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Consultant's employees, Sub-
Consultants, representatives or other personnel shall be and remain the
responsibility of Consultant. City's and/or Owner's first aid facilities, ifany,
however, will be made available to Consultant's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Consultant hereby agrees to indemnify Owner against,'
any causes of action, claim, liability or costs, including attorneys' fees, arising in
whole or part out of the furnishing of such first aid facilities or assistance to
Consultant's employees, Sub-Consultants, representatives or other personnel, or
out of the failure to furnish such facilities or assistance.
3.0 Compensation and Payment
3.1 Contract Price
The compensation set forth or provided for in the Agreement is the Contract
Price. Whether it expressly provides for the reimbursement of costs incurred by
Consultant or simply for the payment of a lump sum of money, it is intended to be
the full and complete payment for satisfactory completion of the Work and, unless
otherwise stated, to cover all costs whether for materials, equipment, tools, labor,
services and taxes and all overhead, rentals and profit or fee, if any.
3.2 Reimbursables and Other Expenses
Expenses may only be billed if advance written approval has been obtained from
the City Administrator.
3.3 Terms of Payment
Consultant shall be entitled to receive monthly progress payments. Consultant
shall submit progress payment requests, prepared in accordance with City
requirements, by the fifteenth (15th) of each month, or the prior calendar month's
completed work. City will make payment to Consultant within thirty (30) days
after acceptance and approval of the invoice received from Consultant.
3.4 Records, Inspection and Audit
During the course of Work being performed, Consultant and any of its Sub-
Consultants, shall maintain and retain, not less than three years after completion
D - 3
thereof, complete and accurate records of the Consultant's costs which are
chargeable to City under this Agreement. City or its designated, authorized
representatives, shall have the right during this three year period, upon written
reasonable notice, to inspect and audit those records. Such records to be
maintained and retained by the Consultant shall include: (a) payroll record
accounting for the total time distribution ofthe Consultant's employees working
full or part time on the Work (to permit tracing to payrolls and related tax returns)
as well as canceled checks or signed receipts for payroll payments in cash; (b)
invoices for purchases, receiving and issuing documents, and all the other unit-
inventory records for the Consultant's stores stock or capital items; (c) paid
invoices and canceled checks for material purchased and for the Sub-Consultant's
and any other third-parties' charges; and (d) other payroll documentation City
deems necessary to verify charges under this Agreement.
3.5 Corporate Conduct
Consultant, its employees, agents or representatives shall not offer or give to an
officer, official, or employee of City or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
4.0 Termination of Contract
4.1 Non-Default Termination
City, at its sole discretion, may terminate this Contract upon fifteen (15) days
written Notice to Consultant and such termination shall be effective in the manner
specified in such Notice and shall be without prejudice to any claim that either
party may have against the other.
4.2 Termination Payment
In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Consultant for those services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Consultant directly attributable to termination which could not reasonably have
been avoided and for which Consultant is not otherwise compensated that are
incurred through the date of the termination and in effectuating the termination
(the "Termination Expenses"). Termination Expenses shall not include lost
profits, lost opportunities, consequential damages, or the like. In no event shall
total payment exceed the Contract Price.
4.3 Loss of Profits
In the event of any termination of this Contract or reduction in scope of the Work
Consultant shall not be entitled to damages for loss of profits for the unexecuted
D-4
portion of the Work or any other damages because of such termination or
reduction.
5.0 General provisions
5.1 Independent Consultant
Consultant shall be an independent Consultant with respect to all the services to
be performed hereunder and shall have responsibility for and control over the
details and means for performing the Work. Neither Consultant nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Consultant shall have complete and sole control
over its employees, the details of the services and the methods by which the
services are accomplished, it being understood that City is interested only in the
results to be obtained by Consultant.
5.2 Insurance
Consultant agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Consultant
shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of
performance under this Agreement. Consultant shall not commence performance
of its work under this Agreement until the above insurance has been obtained and
proof of insurance has been filed with and approved by the City.
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. Consultant
employs subcontractors as part of the services rendered, Consultant's protective
coverage is required. Consultant may include all subcontractors as insureds under
its own policy or shall furnish separate insurance for each subcontractor, meeting
the requirements set forth herein.
5.3 Standard of Care
Consultant agrees that all services provided will be conducted by the principal and
competent staff members, if any, under the supervision of the principal, and that
services will be performed and rendered diligently. Consultant represents that it
has, or shall secure, at its own expense, all personnel required to perform
Consultant's services under this Agreement, but at all times shall be responsible
for the services of such personnel. Consultant may not employ any sub-
consultants without the prior written approval of the City.
5.4 Indemnification
Consultant's Indemnity. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold harmless City and its ,elected officials, officers, agents
and employees from all claims, suits, actions, demands, damages, liabilities,
D - 5
expenses, judgments, settlements and penalties, losses, fines, and all costs and
expenses incurred in connection therewith, including reasonable attorneys' fees
and all costs of defense, arising out of or attributable to the negligent or wrongful
acts of Consultant or its employees or agents under this Agreement, except to the
extent arising from or caused by the City's sole or concurrent negligence or
willful misconduct of the City, its officers, agents or employees. The terms of
this indemnity shall survive the termination of this Agreement. The obligations in
this Paragraph are in addition to Consultant's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage
carried by Consultant.
Indemnity Process. The City shall notify Consultant in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such
notice, Consultant shall assume the defense of such claim with counsel reasonably
satisfactory to City. Notwithstanding the above, if the City in its sole discretion
so elects, City may also participate in the defense of such actions by employing
counsel at its expense, without waivi'ng the City's obligations to indemnify or
defend. Consultant shall not settle or compromise any claim or consent to the
entry of any judgment without the prior written consent of the City and without an
unconditional release of all liability by each claimant or plaintiff to the City.
5.5 Consequential Damages
In no event shall Consultant or its subcontractors or vendors of any tier be liable
in contract, tort, strict liability, warranty, or otherwise for any special, indirect,
incidental, or consequential damages, such as but not limited to, loss of product,
loss of use of the equipment or system, loss of anticipated profits or revenue, non-
operation or increased expense of operation of other equipment of systems, cost
of capital, or cost of purchased or replacement equipment or systems.
5.6 Treatment of Confidential and Proprietary Information
a. For five years after the effective date of this Agreement, Consultant shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Consultant who require it in performance of the Work and except to
such other third persons as City may otherwise authorize in writing. If disclosure
to such an employee or other third person is so authorized, Consultant shall enter
into with said party, a confidentiality agreement containing provisions with
respect to use and disclosure of Proprietary Information substantially the same as
those contained in this General Condition.
b. Consultant shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Consultant
hereunder. Consultant may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Consultant shall return to City
upon the completion of the Work or request by City all such documents and
copies.
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c. Except as expressly permitted by prior written consent of the City, 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, 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 Work 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. Consultant shall include a
provision in its agreements with subcontractors that binds the subcontractors to
this non-disclosure requirement.
5.7 Compliance with City's and Owner's Regulations
Consultant shall observe, and shall cause its Sub-Consultants and the employees
of each of them to observe, all of City's and Owner's regulations as they may be
revised from time to time concerning the safety and security of persons and
property, housekeeping and Premises or plant work hours.
5.8 Compliance with Authority
Consultant shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair Labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Consultant shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
origin.
Consultant shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measure by the wages and salaries of persons employed by Consultant.
Consultant shall indemnify City and Owner against, and hold City harmless from,
any liability or loss including liability or loss from fines or penalties arising out of
Consultant's failure to perform the obligations imposed upon it by this section.
5.9 Assignments and Sub-Consultants
Consultant's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this section shall, at City's
discretion, be void. Consent by City shall not relieve Consultant of responsibility
for performance of Consultant's obligations hereunder.
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5.10 Waiver
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default or of such right.
5.11 Applicable Law
This Agreement shall be governed by and construed under the laws of the state of
California.
5.12 Captions
The captions used in this Agreement are for convenience only and shall in no way
define, limit or describe the scope or intent of this Agreement or any part thereof.
5.13 Notices
All notices required or permitted hereunder shall be in writing and shall be
delivered to the entity or person identified in the Contract Documents under
Notices. Notice sent by properly addressed mail, certified or registered with
return receipt requested and postage prepaid, shall be effective three days after
deposit in the mail or when received, whichever is earlier. Notice sent by
facsimile, telegraph, telex or cable and confirmed by copy thereof sent by
registered or certified mail shall be effective upon the date of such facsimile,
telegraph, telex or cable. Notices sent in any other manner shall be effective only
if and when received.
5.14 Entire Agreement
The Agreement, and the attached Exhibits, constitute the entire Agreement by the
parties and it may not be altered, amended or changed without a duly executed
document by all parties.
5.15 Attorneys' Fees
In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs.
5.16 Changes in the Work
City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit E attached hereto and incorporated by reference.
5.17 Forum
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Any dispute related to this Agreement shall be adjudicated in a state court serving
the County of Los Angeles, California.
5.18 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, 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.
- End of Exhibit D -
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EXHIBIT E
Form Chanl!e Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Consultant agree that Consultant's compensation shall be adjusted as follows:
City and Consultant agree that Consultant's schedule shall be adjusted as follows;
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Consultant (Parsons Commercial Technology
Group Inc.)
City (City of Vernon, California)
By
By
Date
Date
E - 1
INSTRUCTIONS TO CONSULTANT
Contract Number:
Instruction to Consultant Number:
Date:
Specific Instructions to Consultant:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
_ Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Consultant, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Consultant shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Consultant fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
_ A Change
(Consultant shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Consultant shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Consultant fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Date
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Consultant's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Consultant Representative
Date
- End of Exhibit E -
E-2
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.
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EXHIBIT F
Hourlv Rate Schedule
Name of the Project Team Member Hourly Rate
Joanne Adams $73
Paul Farmanian $150
Steve Hernandez $85
Brynna McNulty $68
Dennis Mehaffey $68
Linda Serret $60
Sandy Stell way $68
Thi Tran $65
Emery Tuttle $95
Joseph Walters $130
Shudeish Mahadev $97
Antoine Assioun $125
Shala Craig $150
Tom Blaney $107
Constance C Sobel $98
Eric Williams $45
- End of Exhibit F -
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