Loading...
Resolution No. 8902 1 2 3 4 5 6 RESOLUTION NO. 8902 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR PROPOSAL FOR SOLID WASTE COLLECTION, DISPOSAL AND RECYCLING SERVICES FOR THE DEPARTMENT OF COMMUNITY SERVICES & WATER 7 WHEREAS, the City of Vernon is interested in obtaining 8 proposals from qualified solid waste haulers to provide solid waste 10 within the City; and 9 collection, disposal and recycling services at various locations 11 WHEREAS, the Director of Community Services and Water has 12 requested the issuance of the Request for Proposal for Solid Waste 13 Collection Disposal and Recycling Services ("RFP") pursuant to Section 14 2.29-2 of the Vernon City Code. 15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 16 CITY OF VERNON AS FOLLOWS: 17 SECTION 1: The City Council of the City of Vernon hereby 18 finds and determines that the recitals contained hereinabove are true 20 19 and correct. SECTION 2: The City Council of the City of Vernon hereby 21 directs the Acting City Clerk, or his designee, to issue the RFP, a 22 copy of which is attached hereto as Exhibit A and incorporated by 25 26 27 28 Council on / / / / / / / / / / / / 18 19 20 21 22 23 24 25 26 27 28 , ' 1 SECTION 3: The Acting City Clerk of the City of Vernon 2 shall certify to the passage of this resolution, and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this 16th day of November, 2005. 5 6 ~~~ ~- EONIS C. MAL RG, yor 7 ATTEST.~ BRUCE V. MALKENHORST, JR. Acting City Clerk 8 9 10 11 12 13 14 15 16 17 - 2 - 18 19 20 21 22 23 24 25 26 27 28 , ' 1 STATE OF CALIFORNIA 2 3 ss COUNTY OF LOS ANGELES 4 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City 5 6 of Vernon, do hereby certify that the foregoing Resolution, being 7 Resolution No. 8902, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, November 16, 2005, and thereafter was duly signed by the Mayor of the City of Vernon. 8 9 10 ~ 11 12 13 14 15 BRUCE V. MALKENHORST, JR. Acting City Clerk (SEAL) 16 17 - 3 - EXHIBIT A CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tern WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK # Councilman 4305 Santa Fe Avenue, Vernon, California 90058 telephone (323) 583--8811 SOL BENUDIZ Police Chief MARK C. WHITWORTH Acting Fire Chief LEWIS J. POZZEBON Director of Environmental Health S. KEVIN WILSON Director of Community Services SHARONL.DUCKWORTH Acting City Treasurer Request For Proposal For Solid Waste Collection, Disposal And Recycling Services November 2005 INTENT The City of Vernon is issuing this Request for Proposal (RFP) to solicit proposals from qualified solid waste haulers to provide solid waste collection, disposal and recycling services. Upon review of the bid form attached herewith, vendors are asked to provide firm cost estimates. SCOPE OF WORK Under the proposed agreement, the Contractor shall be required to provide solid waste collection, ,disposal and recycling services as specified for the following locations: . 4305 Santa Fe Avenue: Provide two (2) three (3) yard bins for recyclable materials that shall be picked up one (1) time per week; . 4305 Santa Fe Avenue: Provide four (4) three (3) yard bins for regular solid waste that shall be picked up four (4) times per week, once per day, Tuesday through Friday (no later than 6:00 A.M.); . 3376-3390 50th Street: Provide one (I) two (2) yard container for recyclable materials that shall be picked up one (1) time per week; . 3376-3390 50th Street: Provide one (1) three (3) yard bin for regular solid waste that shall be picked up one (1) time per week; . 2221 55th Street: Provide three (3) forty (40) yard roll-off containers for regular solid waste that shall be picked up on an as needed basis; . 2221 55th Street: Provide one (1) forty (40) yard roll-off container for green waste that shall be picked up on an as needed basis; iE~du~i.,d!1 iubu~triaf . 2221 55th Street: Provide one (1) forty (40) yard roll-off container for waste tires that shall be picked up on an as needed basis; . 2715 East 50th Street: Provide one (1) three yard bin for regular solid waste that shall be picked up two (2) times per week; . 5001 Soto Street: Provide one (1) three (3) yard bin for regular solid waste to be picked up one (1) time per week; . 5001 Soto Street: Provide one (1) three (3) yard bin for recyclable materials to be picked up one (1) time per week; . . 2323 East Vernon Avenue: Provide one (1) four (4) yard bin for regular solid_waste to be pickea up two (2) times per week; . 2800 Soto Street: Provide one (1) forty (40) yard roll~ff container for regular solid waste that shall be picked up on an as needed basis; . City Housing (See Page 5): Provide one (1) 60-gallon solid waste container with tight fitting lid for regular solid waste to be picked up one (1) time per week; . City Housing (See Page 5): Provide one (1) 60-gallon solid waste container with tight fitting lid for recyclable materials to be picked up one (1) time per week; . 3375 Fruitland Avenue (Fire Station 1): Provide Two (2) three (3) yard bins for regular solid waste to be picked up one (1) time per week; . 4301 Santa Fe Avenue (Fire Station 2): Provide one (1) three (3) yard bin for regular solid waste to be picked up one (1) time per week; . 2800 Soto Street (Fire Station 3): Provide two (2) three (3) yard billS for regular solid waste to be picked up one (1) time per week; . 2800 Soto Street (Fire Station 3): Provide one (1) three (3) yard bin for recyclable materials to be picked up one (1) time per week; and . 4530 Bandini Blvd (Fire Station 4): Provide one (1) three (3) yard bin for regular solid waste to be picked up one (1) time per week. CRITERIA FOR SELECTION A Committee of City staff members will evaluate and rank the qualified proposals in response to the RFP. If deemed necessary by the staff Committee, the top ranked Contractors will be invited to an oral interview before the Committee. The professional fee envelopes will be opened only after the Contractors are ranked based upon their qualifications. The selection of a Contractor will be based on demonstrated competence. professional qualifications, staffing and previous experience necessary for the satisfactory performance of the services required. Please be advised that if the City Attorney determines there is a conflict of interest that would prevent the City from contracting with a particular Contractor, then that proposal shall be . disqualified. Evaluation of proposals and interviews will include the following criteria: . Experience. credentials and time commitment of the Contractor and other key personnel; . Experience of the Contractor in facilitating projects and/or jobs ofa similar nature; and . Ability to meet the project/job schedule. 2 PROPOSAL FORMAT The proposal shall include, at minimum, the following items: . Letter of Transmittal; . Executive Summary - Limit to two pages; . Understanding of, and approach to, the project; . Experience with similar projects completed in the past three years and related references; . Qualifications ofthe firm members and their commitment to the project; . A detailed description ofthe Scope of Work; and . Bid forms (pages 6 through 8) in a separate sealed envelope. CONSULTING SERVICES CONTRACT A sample of the City's Standard Professional Services Agreement and Insurance Requirements the successful Proposer will be required to enter into with the City is attached hereto as Appendix "A". Proposers are strongly advised to review all the terms and conditions ofthe sample contract. If the Proposer takes exception to any provision of the attached sample contract, the Proposer must specify each exception and give a detailed statement of why he takes exception to each certain provision stated in the sample contract. The extent to which the Proposer takes exception to the City's contract will be considered and evaluated in the contract award. Submission of the proposing firm's standard contract, as a part ofthe proposal will not be accepted. INTERPRETATIONS No oral interpretations will be given as to the meaning ofthe specification documents or any part thereof. Every request for interpretation shall be made in writing to the City of Vernon. Based upon such inquiry, the City may choose to issue an Addendum. MINIMUM QUALIFICATIONS The specifications herein states the minimum requirements for the Proposer. Unauthorized conditions, limitations, or provisions shall be cause for rejection. The City of Vernon will consider as "non-responsive" any proposal not prepared and submitted in accordance with the proposal document and specification, or any bid lacking sufficient technical literature to enable the Department to make a reasonable determination of compliance to the specification. 3 It shall be the proposer's responsibility to carefully examine each item of the specification. All variances, exceptions and/or deviations shall be fully described in the appropriate section. The City reserves the right the right to obtain from Proposers written explanations and or clarifications regarding their submitted qualifications. Proposers will be considered qualified if they meet or exceed all of the following criteria. . The Proposer has a City of Vernon Standard Non-Exclusive Franchise Agreement for Solid Waste Management Services; . The Proposer has at least 5 years experience providing refuse collection and recycling servIce; . The Proposer employs two (2) managers that will serve at the primary and secondary contact persons in relation to the City's operations. Each ofthese individuals should have current responsibility for the firm's operations and at least $ years of managerial or supervisorial experience in the refuse collection industry; . The Proposer has not received a citation or failure-to-abate notice in the last three years from the California Division of Occupational Safety and Health; and . The Proposer's terminal, where It maintains the vehicles that will be used to serve the City, has received a rating of Satisfactory (S) by the California Highway Patrol (CHP) in their most recent BIT (Biennial Inspection of Terminals) inspection. ' REFERENCES Proposers shall provide the following information for five (5) of their large municipal customers to whom they currently provide or have previously provided refuse collection services. . Customer name; . Service address; . Contact person name and title; . Phone number; . Fax number; . Length of service; and . Description of service (i.e., number of bins, pickups and recyclable material collected). 4 TERMS OF SUBMITTAL In submitting a Proposal to the City, the Proposer agrees that it has performed the following functions: . Has become familiar with local conditions that may affect cost, performance and/or services described in this RFP; . Has considered all federal, state and local laws, statutes, ordinances, regulations and other applicable laws that may affect costs, progress, performance, or services; . Has clarified, with the City, any conflicts, errors, or discrepancies in this RFP; . Acknowledges that the City may search publicly available records to confirm any information submitted by the Proposer's; and . Is solely responsible for any costs associated with preparing or submitting its Proposal, or any costs incurred in negotiating an agreement with the City. GEOGRAPHIC INFORMATION The City has eighteen (18) single family homes located over approximately 5.2 square miles that currently receive residential service. The City requests that the selected Contractor bill the single-family residences directly for these services. The related addresses are listed below: Address 3345 Fruitland Avenue 3349 Fruitland Avenue 3353 Fruitland Avenue 3357 Fruitland Avenue 3361 Fruitland Avenue 3365 Fruitland Avenue 3350 East V ernon Avenue 3560 East V emon Avenue 4321 Furlon Place 4322 Furlong Place 4323 Furlon Place 4324 Furlon Place 4325 Furlon Place 4326 Furlong Place 4327 Furlong Place 4328 Furlon Place 4329 Furlon Place 4330 Furlong Place Ty e 3-Bedroom Home 2-Bedroom Home 3-Bedroom Home 3-Bedroom Home 3-Bedroom Home 2-Bedroom Home 3-Bedroom Home 2-Bedroom Home 3-Bedroom Home 3-Bedroom Home 2-Bedroom Home 2-Bedroom Home 2-Bedroom Home 2-Bedroom Home 2-Bedroom Home 2-Bedroom Home 3-Bedroom Home 3-Bedroom Home 5 CITY OF VERNON BID FORM FOR SOLIDW ASTE COLLECTION. DISPOSAL AND RECYCLING SERVICES Price Quotes: Note: All quotes must take into account the City's franchise fee (Currently 10-percent on all gross receipts for solid waste collection and disposal). City Hall Item 1 - 4305 Santa Fe Avenue: Two (2) three (3) yard bins to be picked up one (1) time per week for recyclable materials. Cost Per Month: Item 2 - 4305 Santa Fe Avenue: Four (4) three (3) yard bins to be picked up five (5) times per week (Monday-Friday) for regular solid waste. Cost Per Month: City A~artments Item 3 - 3376-3390 50th Street: One (1) two (2) yard container to be picked up one (1) time per week for recyclable materials. Cost Per Month: Item 4 - 3376-3390 50th Street: One (1) three (3) yard bin to be picked up one (1) time per week for regular solid waste. Cost Per Month: Recvclin2: Center Item 5 - 2221 East 55th Street: Three (3) forty (40) yard roll-off containers to be picked up on an as needed basis for regular solid waste. Item 6 - 2221 East 55th Street: One (1) forty (40) roll-off container to be picked up on an as needed basis for green-waste materials. Item 7 - 2221 East 55th Street: One (1) forty (40) yard roll-off container to be picked up on an as needed basis for waste tires. . Hauling Fee Per Load: . Dumping Fee Per Load: 6 Li2:ht & Power Item 8 - 2715 East 50th Street:. One (1) three (3) yard bin to be picked up two (2) times per week for regular solid waste. Cost Per Month: Item 9 - 5001 Soto Street: One (1) three (3) yard bin to be picked up one (1) time per week for regular solid waste. Cost Per Month: Item 10 - 5001 Soto Street: One (1) three (3) yard bin to be picked up one (1) time per week for recyclable materials. Cost Per Month: Petrelli Electric Item 11- 2323 East Vernon Avenue: One (1) four (4) yard bin to be picked up two (2) times per week for regular solid waste. Cost Per Month: Item 12 - 2800 Soto Street: One (1) forty (40) yard roll-off container to be picked up on an as needed basis for regular solid waste. . Hauling Fee Per Load: . Dumping Fee Per Load: Fire Stations Item 13 -3375 Fruitland Avenue (Fire Station 1): Two (2) three (3) yard bins to be picked up one (1) time per week for regular solid waste. Cost Per Month: Item 14 --4301 Santa Fe Avenue (Fire Station 2): One (1) three (3) yard bin to be picked up one (1) time per week for regular solid waste. Cost Per Month: Item 15 -2800 Soto Street (Fire Station 3): Two (2) three (3) yard bins to be picked up one (1) time per week for regular solid waste. Cost Per Month: 7 Item 16 -2800 Soto Street (Fire Station 3): One (1) three (3) yard bin to be picked up one time per week for recyclable materials. Cost Per Month: Item 17 --4530 Bandini Blvd (Fire Station 4): One (1) three (3) yard bin to be picked up one (l) time per week for regular solid waste. Cost Per Month: Total Cost Per Month: City Housin2: (Sin2:1e Family Homes) Item A - (please see list of addresses - Page 5): One (1) 60-gallon container per single family home to be picked up one (1) time per week for regular solid waste. Cost Per Month: Item B - (please see list of addresses - Page 5): One (1) 60-gallon container per single family home to be picked up one (1) time per week for recyclable materials. Cost Per Month: 8 SUBMITTAL OF PROPOSALS If your firm is interested in submitting a proposal for this work, it must be received by 2:00 P.M. on December 15, 2005. Four (4) copies of the Contractor's Proposal shall be submitted in a sealed envelope to: Samuel Kevin Wilson, P.E. Director of Community Services and Water City of Vernon Department of Community Services 4305 Santa Fe Avenue Vernon, California 90058 On the outside of the sealed Proposal envelope clearly write: "Contractor Name" Solid Waste Collection, Disposal And Recycling Services Due December 15, 2005 at 2:00 P.M. Inside the Proposal envelope, include a sealed envelope containing the attached bid forms for the project. On the outside of the sealed bid form envelope clearly write: "Contactor Name" Bid Forms CONTACT PERSON The contact person is Scott Rigg who can be reached at (323) 583-8811, extension 279 Monday through Thursday between 7:00 A.M. and 5:30 P.M. 9 APPENDIX "A" SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this _ day of ,2005, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal cOlporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND *** . hereinafter referred to as the "Contractor" *** *** RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to perform ***; and WHEREAS, Contractor has prepared a proposal dated ,2005, for the Services relating to , a copy of which is attached hereto as Exhibit _ and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor 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, acceptable to the City; and have been bid, and Contractor's cost proposal is WHEREAS, the City desires to epter into an agreement with Contractor to provide the services on a contract basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on effect for ***. ,2005, and will continue in Page 1 of 14 SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Services Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire Agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. - C. "Contractor" shall mean and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and includ.ing the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or provided for in Sections 4.01 and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion ofthe 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. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor 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; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's, or any entity within Contractor's control, breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or Page 2 of 14 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor 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 Contractor to agree to refrain from disclosing such information to others. 1. "Subcontractor" shall mean any first or lower-tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. J. "Work" or "Services" shall mean the services performed by Contractor as more specifically delineated in Section 3 below. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor agrees to perform *** 3.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 3.03. City may at any time, by written change order executed by the City Clerk, make changes only to extend the work duration and total compensation of Contractor's Work. Changes in the scope of work, or duties and obligations, shall be authorized only by the City. 3.04. City may make changes by increasing, reducing or deviating from the requirements ofthe scope of Work. A form of Change Order is set forth in Exhibit attached hereto and incorporated by reference. Timing of Services 3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and shall end when Contractor has completed the Work described in Section 3.01 of this Agreement, unless this Agreement is otherwise terminated according to Section 6 of this Agreement. Method of Performing Services 3.06. Contractor will determine the method, details, and means of performing the above-described Services. Status of Contractor 3.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or Page 3 of 14 unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employe~s, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.10. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a paitnership or joint venture between the parties. Payment of Taxes 3.11. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or dainages suffered by City resulting from Contractor's failure to cortlply with this prOVISIon. 3.12. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.13. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 4. COMPENSATION 4.01. In consideration for the Services to be performed by Contractor, described in Paragraph 3.01, City agrees to pay Contractor the amount of *** Dollars ($***). Entire Compensation 4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason, except as expressly provided for in this Agreement. 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 formal, written Change Order or amendment to this Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer Price Index (all Urban Consumers) for the Los Angeles-Riverside-Orange County area for the twelve (12) month period prior to the beginning of each extension. Page 4 of 14 Payment of Compensation 4.03. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion of *** and within thirty (30) days of acceptance. and approval of an invoice prepared in accordance with City requirements. 4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.06. The compensation due Contractor, or the credit due CitY, for changes may not be established verbally, and shall be established by a written change order signed by City as described in Sections 3.04 and 3.05 of this Agreement. 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 to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. 5.02. Contractor is responsible for damage resulting from performing repair and clean up ofthe effected area. 5.03. Contractor will perform the services under this Agreement on City's Premises during regular business hours or as directed by City. Tools, Materials, and Equipment 5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the Services under this Agreement. Liability Insurance 5.05. Contractor and its subcontractor(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. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth below. Said proof of insurance shall also provide that said policy or Page 50f 14 policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.06. 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 all the rights and privileges of an additional insured. 5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates oflnsurance or, upon l'equest, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and that the City is endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: 1. ' Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indenmify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. 2. 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 $2,000,000 per occurrence. 3. Comprehensive Automobile Insurance, including, but not limited to, all owned, non- owned or hired vehicles with a minimum combined single limit of $1 ,000,000 per occurrence for bodily injury and property damage. 4. Excess Liability InsUrance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverages or through an excess 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. Representations 5.09. To the fullest extent permitted by law, Contractor shall defend, indenmify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor 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 indenmity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Page 6 of 14 5.10. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor 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 this Agreement. 5.11. Contractofrepresents that it has the qualifications and skills necessary to perform the Work under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. 5.12. Contractor declares and states that it has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees: 5.14. Contractor'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 sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. Work Injury 5.15. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Page 7 of 14 Records, Inspection and Audit 5.16. During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's employees working ful I or part time on the Work; (b) invoices for purchases, receiving and -issuing documents, and all the other unit-inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.17. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.18. Contractor 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. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. fudemnity Process 5.19. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor ' 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 Contractor 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 Contractor. Notwithstanding the above, ifthe 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 Contractor's obligations to indemnify or defend. Contractor 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 plaintiffto the City. Page 8 of 14 Treatment of Confidential and Proprietary Information 5.20. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor 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 Agreement. 5.21. Contracto; shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return .to City upon the completion of the Work or request by City all such documents and copIes. Compliance with Authority 5.22. Contractor 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. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.23. Contractor 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 measured by the wages and salaries of persons employed by Contractor. 5.24. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.24 and 5.25 ofthe Agreement. Progress Reports 5.25. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. SECTION 6. TERMINATION OF AGREEMENT 6.0 I. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect for a period of one (1) year after the effective date of this Agreement, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non-Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written Notice to Contractor and such termination shall be effective in the manner specified in such Notice and Page 9 of 14 shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work perfonned during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date gf termination and effectuating the termination ("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. Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may terminate this Agreement by giving written notification to Contractor. Termination will take effect immediately on receipt of notice by the breaching party or three (3) days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 ofthis Agreement; or B. Contractor's material breach of any representation or provision contained in Section Five (5) of this Agreement. 6.06. 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 such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. Page 10 of 14 SECTION 7. GENERAL PROVISIONS Notices 7.0 I. 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. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (~rd) day after mailing, whichever occurs first. Contractor: City: *** City of Vernon Artn: Bruce V. Malkenhorst, Jr., Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Attn: *** *** *** 323-826-1438 323-583-8811 ext 260 Fax: Telephone: *** *** Fax: Telephone: Entire Agreement of the Parties 7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements betwet<n the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained 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 Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. 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. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Page 11 of 14 Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior COU!t of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection ofthe first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a writt~n statement of decision as to each of the principal controverted issues. The agreement oftwo of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06. 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, which may be set by the arbitrators and/or court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered 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" Page 12 of 14 shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes ofthe 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. 7.08. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 13 of 14 IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , Cali fornia, on ,2005. City: City of Vernon L~onis C. Malburg, Mayor Date: A TrEST: Bruce V. Malkenhorst, Jr., Acting City Clerk APPROVED AS TO FORM: Eric T. Fresch, City Attorney Contractor: *** Signature: Print Name: Title: Date: Signature: Print Name: Title: Date: Page 14 of 14 INSURANCE REQUIRED TO BE SUBMITTED TO THE CITY 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endo~ement providing coverage for all operations under the City of Vernon permit and specifying the activities covered. 4. Such other endorsement as may be required by addendum hereto. 5. A copy of your general and umbrella insurance policy declarations page. 6. Copy of schedule of forms of endorsements.