The URL can be used to link to this page

Resolution No. 9276Y 1 2 3 4 5 6 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9276 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND JSB FIRE PROTECTION, LLC FOR PLAN CHECK REVIEW OF FIRE SPRINKLER SYSTEM WHEREAS, on April 5; 2006, the City Council of the City of Vernon adopted Resolution No. 9006 approving a Services Agreement with Klausbruckner & Associates ("Klausbruckner") to perform plan check reviews of fire sprinkler systems for the Building Division of the Community Services & Water Department; and WHEREAS, on December 6, 2006, Klausbruckner notified the City of its inability to complete its obligations under the Services Agreement, and its desire to terminate the Agreement effective March 31, 2007; and WHEREAS, Klausbruckner has recommended the services of JSB Fire Protection, LLC ("JSB") to perform plan check reviews of the fire sprinkler systems; and WHEREAS, the Director of Community Services & Water believes that JSB is qualified to perform the necessary plan check reviews of the fire sprinkler systems and has recommended that an agreement with JSB be approved; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2127 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with JSB. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: a M, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Services Agreement with JSB, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor to execute said Agreement for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the Acting City Clerk, or her designee, to send one executed Agreement to: JSB Fire Protection, LLC Attn. James S. Barger, Member 9384 Suva Street Downey, CA 90240 SECTION 5: The Acting City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 19th day of March, 2007. AT EST: M UELA GIRON, A ting City Clerk HILARIO GONZAL S, Mayor Pro-Tem - 2 - r 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9276, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, March 19, 2007, and thereafter was duly signed by the Mayor Pro-Tem of the City of Vernon. (SEAL) NUELA GIRON, Alcting City Clerk - 3 - 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 19th day of March, 2007, 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 JSB Fire Protection, LLC, an independent contractor, hereinafter referred to as the "Contractor" 9384 Suva Street Downey, California 90240 RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to perform plan check reviews of fire sprinkler systems for the City of Vernon Building Department; 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, the City desires to enter into an agreement with Contractor to provide plan check reviews of fire sprinkler systems for the City of Vernon Building Department 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 April 1, 2007 and will continue in effect until terminated as provided in this Agreement. Page 1 of 17 SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed 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 JSB Fire Protection, LLC 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 including 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 Section 4.01 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 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. 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: Page 2 of 17 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 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. I. "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 work performed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor's Services shall include, but will not be limited to performing perform plan check reviews of fire sprinkler systems for the City of Vernon Building Department, including hydraulic calculations. Change of Services 3.02. City may at any time, by written change order executed by the City, 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. 3.03. 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 "A" attached hereto and incorporated by reference. Page 3 of 17 Timing of Services 3.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end at such time as this Agreement is terminated according to Section 6 of this Agreement or extended according to the conditions and terms set forth in this Agreement. 3.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 3.06. Contractor will determine and is responsible for 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 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 employees, 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. 3.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.09. 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 damages suffered by City resulting from Contractor's failure to comply with this provision. 3.10. 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 Page 4 of 17 state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.11. 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 Section 3 of this Agreement, City agrees to pay Contractor an amount equal to eighty-five percent (85%) of the plan check fee charged by the City (the "Contract Price"). This fee shall include the cost of shipping plans from Contractor to the City. The City agrees to reimburse Contractor for reproduction costs of all copies of documents over and above the original documents required to provide the services hereunder. Entire Compensation 4.02. The ContractPrice is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth 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. Payment of Compensation 4.03. For Services rendered under Section 3 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with City requirements, by the fifteenth (151h) of each month, for the prior calendar month's completed Work. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. 4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Page 5of17 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. 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 in a written change order signed by City as described in Sections 3.03 and 3.04 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 of the City for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 5.02. All products of consulting services including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 5.03. 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 policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.04. 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 Page 6of17 be endorsed to provide City all the rights and privileges of an additional insured. 5.05. Contractor 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. 5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are 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: A. 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 indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. 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 $1,000,000 per occurrence for bodily injury and property damage. D. Professional Liability Insurance with limits of $1,000,000. 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. 5.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor 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. Contractor 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. Page 7 of 17 5.08. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify 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 indemnity 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. 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. Contractor represents that it has the qualifications and skills necessary to perform the Services 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. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.12. Contractor declares and states that is 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. Page 8 of 17 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 or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 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. 5.15. 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. Work Injury 5.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, 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 facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.17. 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 total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (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 Page 9of17 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 5.18. 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 5.19. 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. Indemnity Process 5.20. 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, 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 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 plaintiff to the City. Treatment of Confidential and Proprietary Information 5.21. 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 Page 10 of 17 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. 5.22. Contractor 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. 5.23. Except as expressly permitted by prior written consent of the City, Contractor 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. Contractor 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 Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that bind the subcontractors to this non -disclosure requirement. 5.24. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 5.25. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.26. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Page 11 of 17 Compliance with Authority 5.27. 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. 5.28. 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. 5.29. 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 5.27 and 5.28 of the Agreement. Progress Reports 5.30. 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. Contractor's License Classification 5.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 6. TERMINATION OF AGREEMENT 6.01. 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 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. 6.02. 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 performed 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 of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost Page 12 of 17 profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 6.03. 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 6.04. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: D. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or E. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 6.05. 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 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. 6.06. 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 13 of 17 SECTION 7. GENERAL PROVISIONS Notices 7.01. 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 (3Ta) day after mailing, whichever occurs first. Contractor — JSB Fire Protection, LLC Attn: James S. Barger 9384 Suva Street Downey, California 90240 City - City of Vernon Attn: Manuela Giron, Acting City Clerk 4305 Santa Fe Avenue Vernon, California 90058 Fax: 562-861-5995 Fax: 323-826-1438 Telephone: 562-833-3596 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 7.02. This Agreement supersedes 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 between 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 Exhibit "A," which is attached. In the event of conflict between this Agreement and any of the exhibits, this Agreement shall prevail. Page 14 of 17 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. 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 Court 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 of the 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 written statement of decision as to each of the principal controverted issues. The agreement of two 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 Page 15 of 17 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 or the 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" 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 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. 7.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 7.09. 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. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 16 of 17 IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: Executed at , California, on City of Vernon Leonis C. Malburg, Mayor Date: ATTEST: Manuela Giron, Acting City Clerk Contractor: JSB 're Protection, LLC LL Print Name: UAvvnES B &fLGER Title: wtEY+n[aE2 Date: rr'E B . 17-, ZcCil"I Page 17 of 17 APPROVED AS TO FORM: Jeff Harrison, A 4ftg City Attorney Print Name: Title: Date: EXH1®IT A a f Exhibit "A" CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT AGREEMENT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS PROJECT: P.O. NO. TO: CONSULTANT REQUESTED BY: You are herehv directed to make the herein rlecrrihprl rhanaPc frrim the ATa R1n Jt nf.a,nrtr ^iF+h;v onrPPIYtPH+ Agreement Amount (Base Bid) ........... .... ... . ... . ........ ... .. .. . ... . . $ Amount of This Change Order $ Amount of Previous Change Orders .. $ Total Change Orders $ Modified Agreement Amount .......................................... $ By reason of this order the time of completion will be adjusted as follows: Approved: Date: Director of Community Services & Water We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above. Accepted Date: Consultant: By: Title: I. . ofa 1c list r&vjGwl riroi%.uusuuaru SUPPORTING DOCUMEN TS e 4305 Santa Fe Avenue, Vernon,•rnia 90058 Telephone (323) 5:: March 19, 2007 JSB Fire Protection, LLC ATTN: James S. Barger, Member 9384 Suva Street Downey, CA 90241 Re: Fire Sprinkler System Services Agreement - Plan Check Dear Mr. Barger: The insurance requirements have been met. Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on March 19, 2007, through Resolution No. 9276. If you have any questions regarding this matter, please call Mr. Kevin Wilson at 323/583-8811 ext. 245. Very truly yours, Nelly G Very Acting City Clerk NG/dr CC: S. Kevin Wilson Dolores Jaunzemis Resolution No. 9276 Agreement File No. 07-029 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 19"' day of March, 2007, 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 JSB Fire Protection, LLC, an independent contractor, hereinafter referred to as the "Contractor" 9384 Suva Street Downey, California 90240 RECITALS WHEREAS, the City has determined to retain the services of an independent contractor to perform plan check reviews of fire sprinkler systems for the City of Vernon Building Department; 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, the City desires to enter into an agreement with Contractor to provide plan check reviews of fire sprinkler systems for the City of Vernon Building Department 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 April 1, 2007 and will continue in effect until terminated as provided in this Agreement. Page 1 of 17 SECTION 2. DEFINITION OF TERMS 2.61. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed 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 JSB Fire Protection, LLC 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 including 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 Section 4.01 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 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. 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: Page 2 of 17 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 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. I. "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 work performed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor's Services shall include, but will not be limited to performing perform plan check reviews of fire sprinkler systems for the City of Vernon Building Department, including hydraulic calculations. Change of Services 3.02. City may at any time, by written change order executed by the City, 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. 3.03. 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 "A" attached hereto and incorporated by reference. Page 3 of 17 Timing of Services 3.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end at such time as this Agreement is terminated according to Section 6 of this Agreement or extended according to the conditions and terms set forth in this Agreement. 3.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 3.06. Contractor will determine and is responsible for 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 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 employees, 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. 3.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.09. 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 damages suffered by City resulting from Contractor's failure to comply with this provision. 3.10. 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 Page 4 of 17 state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.11. 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 Section 3 of this Agreement, City agrees to pay Contractor an amount equal to eighty-five percent (85%) of the plan check fee charged by the City (the "Contract Price"). This fee shall include the cost of shipping plans from Contractor to the City. The City agrees to reimburse Contractor for reproduction costs of all copies of documents over and above the original documents required to provide the services hereunder. 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, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, 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 set forth 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. Payment of Compensation 4.03. For Services rendered under Section 3 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with City requirements, by the fifteenth (15th) of each month, for the prior calendar month's completed Work. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. 4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Page 5 of 17 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. 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 in a written change order signed by City as described in Sections 3.03 and 3.04 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 of the City for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 5.02. All products of consulting services including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 5.03. 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 policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.04. 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 Page 6of17 be endorsed to provide City all the rights and privileges of an additional insured. 5.05. Contractor 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. 5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are 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: A. 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 indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. 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 $1,000,000 per occurrence for bodily injury and property damage. D. Professional Liability Insurance with limits of $1,000,000. 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. 5.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor 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. Contractor 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. Page 7 of 17 5.08. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify 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 indemnity 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. 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. Contractor represents that it has the qualifications and skills necessary to perform the Services 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. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.12. Contractor declares and states that is 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. Page 8 of 17 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 or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 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 effective immediately upon written notification to Contractor. 5.15. 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. Work Injury 5.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, 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 facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.17. 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 total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (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 Page 9 of 17 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 5.18. 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 5.19. 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. Indemnity Process 5.20. 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, 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 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 plaintiff to the City. Treatment of Confidential and Proprietary Information 5.21. 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 Page 10 of 17 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. 5.22. Contractor 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. 5.23. Except as expressly permitted by prior written consent of the City, Contractor 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. Contractor 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 Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that bind the subcontractors to this non -disclosure requirement. 5.24. All reports, plans, data, studies,, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 5.25. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.26. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Page 11 of 17 Compliance with Authority 5.27. 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. 5.28. 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. 5.29. 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 5.27 and 5.28 of the Agreement. Progress Reports 5.30. 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. Contractor's License Classification 5.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 6. TERMINATION OF AGREEMENT 6.01. 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 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. 6.02. 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 performed 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 of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost Page 12 of 17 profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 6.03. 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 6.04. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: D. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or E. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 6.05. 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 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. 6.06. 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 13 of 17 SECTION 7. GENERAL PROVISIONS Notices 7.01. 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 famished 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 (3ra) day after mailing, whichever occurs first. Contractor — JSB Fire Protection, LLC Attn: James S. Barger 9384 Suva Street Downey, California 90240 Fax: 562-861-5995 Telephone: 562-833-3596 City - City of Vernon Attn: Manuela Giron, Acting City Clerk 4305 Santa Fe Avenue Vernon, California 90058 Fax: 323-826-1438 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 7.02. This Agreement supersedes 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 between 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 Exhibit "A," which is attached. In the event of conflict between this Agreement and any of the exhibits, this Agreement shall prevail. Page 14 of 17 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. 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 Court 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 of the 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 written statement of decision as to each of the principal controverted issues. The agreement of two 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 Page 15 of 17 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 or the 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" 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 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. . 7.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 7.09. 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 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 16 of 17 below. City: IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown Executed at 10 bA4� , California, on City of Vernon Hilario Gonzales, Mayor Pro-Tem Date: CCU '2�e. '7 TTEST: Aanuela Giron, Ac ng City Clerk Contractor: JSB 're Protection, LLC AUMS-b C�SiE�a� 011%. Print Name: =—Mw,r S r7Amem Title: 1M Ey%n Mey- Date: FIEZ 1 `Z- Zoo'1 Page 17 of 17 3/�y/o7 APPR D AS TO FORM: J Pafson,-°City Attorney Print Name: Title: Date: EXHIBIT A Exhibit "A" CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT AGREEMENT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS PROJECT: P.O. NO. TO: CONSULTANT REQUESTED BY: Vnri nra herPhv directed to make the herein descrihed chnnues from the Original scone of work of this agreement. Agreement Amount (Base Bid) ..... ............. ....... .... ... $ Amount of This Change Order I .. ....... ..... .. .... $ Amount of Previous Change Orders .. $ Total Change Orders ... ... .. .. $ Modified Agreement Amount ... ......... ........ $ By reason of this order the time of completion will be adjusted as follows: Approved: Date: Director of Community Services & Water We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above. Accepted Date: Consultant: By: Title: c: Purchasing/Project File/Consultant &C,t-4'r rIIX- 0-7-029 COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM A-6 TO: Jeff A. Harrison, Acting City Attorney FROM: Samuel Kevin Wilson, Director of Community Services & Water DATE: January 22, 2007 SUBJECT: SERVICES AGREEMENT WITH JSB FIRE PROTECTION, LLC The City of Vernon Building Department utilizes consultants for structural plan review and automatic fire sprinkler system plan review. Klausbruckner & Associates (Klausbruckner) a small firm currently performs the plan check review of the fire sprinkler systems. Due to increasing consulting obligations, the City has been advised that Klausbruckner can no longer accommodate the City as of March 31, 2007. Klausbruckner recommends JSB Fire Protection, LLC (JSB). Enclosed herewith is a copy of JSB's list of qualifications. JSB is willing to accept the same terms and conditions of the Klausbruclaier agreement. After reviewing JSB's qualifications it appears that the firm is well qualified to perform the work. approve. Using Klausbruckner's agreement, I have drafted a Services Agreement for JSB. Please review and Please note that time is of the essence on this item. SKW/ca Enclosures c: Eric Fresch (w/out enclosure) S4 OF VP `T•I'ELT INOJ�� COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM A-6 TO: Eric T. Fresch, Acting City Administrator FROM: Samuel Kevin Wilson, Director of Community Services & Water DATE: March 12, 2007 SUBJECT: SERVICES AGREEMENT WITH JSB FIRE PROTECTION, LLC pcS , q `Z7 G As previously advised, the Building Department utilizes consultants for structural plan review and automatic fire sprinkler system plan review. Klausbruckner & Associates (Klausbruckner), a small firm, performed the plan check review of the fire sprinkler systems. Due to increasing consulting obligations, the City was advised that Klausbruckner could no longer accommodate the City. Klausbruckner highly recommended JSB Fire Protection, LLC (JSB). After reviewing JSB's list of qualifications the firm was found to be well qualified to perform the work: The City Attorney's office has approved the enclosed agreement and JSB has executed the agreement. The Acting Risk Manager has approved the insurance. It is my recommendation that City Council approve the agreement at the next meeting on March 19, 2007 making the agreement effective April 1, 2007. Furthermore, Klausbruckner's agreement with the City will become void effective April 1, 2007. SKW/ca Enclosures c: Jeff Harrison Nelly Giron Judy Lehr RECEIVED JUL 2 6 2011 CITY CLERK'S OFFICE � pF VER `s�VfLY INOJ STAFF REPORT FIRE DEPARTMENT DATE: July 25, 2011 TO: Honorable Mayor and City Council FROM: Jed Hulsey, Fire Marshal RE: Change in Contract for Fire Plan Check Consultation RECEIVED JUL 2 6 2011 CITY ADMINISTRATION Prior to Vernon Fire Department taking over management of fire code enforcement duties regarding projects requiring plan check, The Community Services contracted with JSB Fire Protection, LLC to review plans for compliance with the applicable fire and life safety regulations, codes and ordinances. This annual renewable contract will now be budgeted by the Fire Department. Submitted for your review is an agreement change order to modify the current contract with JSB Fire Protection to include an hourly fee of $100.00 for excessive plan review re -submittals. The Fire Department would be reimbursed for the excessive fee charge by the contractor submitting plans. CITY OF VERNON FIRE DEPARTMENT AGREEMENT CHANGE ORDER NO. 1 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PROJECT: P.O. NO. TO: JSB FIRE PROTECTION, LLC CONSULTANT REQUESTED BY: CITY OF VERNON You are hereby directed to make the herein described changes from the original scope of work of this agreement. Except as specifically modified herein, all terms and conditions of the original agreement remain in full force and effect, and apply to the neiditinnnl wnrk nc if caul wnrk was nrininnlly include.cl in the agreement WHEN ADDITIONAL PLAN REVIEW IS REQUIRED DUE TO EXCESSIVE PLAN REVIEW RE -SUBMITTALS, CHANGES, ETC, AN HOURLY FEE OF $100.00 PER HOUR WILL BE CHARGED. Agreement Amount (Base Bid) ............................................. $ Amount of This Change Order $ Amount of Previous Change Orders ......................................... $ Total Change Orders ..................................................... $ Modified Agreement Amount $ By reason of this change order the time of completion will be adjusted as follows: Approved: Date: FIRE CHIEF/ASSISTANT FIRE CHIEF Date: Attest: Willard Yamaguchi, City Clerk We, the undersigned Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above. Accepted Date: Consultant: JSB FIRE PROTECTION, LLC By: Title: c: Project File/Consultant/Purchasing Rev. 03110 CITY OF VERNON FIRE DEPARTMENT AGREEMENT CHANGE ORDER NO. 1 SUPPLEMENT NO. SHEET 1 OF 1 SHEETS PROJECT P.O. NO. TO: JSR FIRE PROTECTION, LLC CONSULTANT REQUESTED BY: CITY OF VERNON You are hereby directed to make the herein described changes from the original scope of work of this agreement. Except as specifically modified herein, all terms and conditions of the original agreement remain in full force and effect, and apply to the additional work as if said work was originally included in the agreement. WHEN ADDITIONAL PLAN REVIEW IS REQUIRED DUE TO EXCESSIVE PLAN REVIEW RE -SUBMITTALS, CHANGES, ETC, AND HOURLY FEE OF $100.00 PER HOUR. WILL BF CHARGED. _ A eement Amount Base Bid �....................... $ Amount of This Change Order -_ - $ Amount of Previous Chan a Orders $ Total Change Orders $ Modified Agreement Amount $ By reason of this change order the time of Completion will be gusted as follows: Approved: s � � '' �,.� i" .% Date. FI CHI /ASSISTANT FI HIEF Date: � �l /IC Attest: magu I, lty Clerk We, the undersigned Consultant, have given consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipment and materials, including over ead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices sIaabbovC. hof Accepted Date: S 1, I Consultant: JSB FIRE PROTECTION, LLC By: Title: c: Project ReConsultant/Purchasing Rev. 03/10 Regular City Council Meeting Minutes August 2, 2011 Inc. for one year, beginning September 1, 2011, for emergency booster and well pump repair services, with no change in compensation. c. Approval to execute the notice of termination regarding the TMDL Consultant Cost -Sharing and Retention Agreement by and among the Executive Advisory Committee Municipalities regarding the National Pollutant Discharge Elimination System (NPDES), originally approved under Resolution No. 8332. d. Building Department Report for the month of June 2011, to be received and filed. 5. Fire Department a. Approval of Change Order No. 1 to the agreement between the City of Vernon and JSB Fire Protection, LLC, to include an hourly fee for excessive plan review re -submittals. b. Activity Report for the period of July 1 through July 15, 2011, to be received and filed. 6. Police Department a. Resolution No. 2011-140 - A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of a State and Local Task Force Agreement By and Between the City of Vernon and the United States Drug Enforcement Administration Regarding the Southwest Border Initiative Task Force b. Activity Log and Statistical Summary of Arrest and Activities for the period of July 1, through July 15, 2011, to be received and filed. 7. Purchasing Department a. Approval of the Planned Equipment Maintenance Agreements with Dixie Diesel & Electric, Inc. for maintenance on City's generators including load bank tests and authorization for the Director of Community Services & Water to execute the agreement. b. Approval and ratification of the rental agreement with Pure Water Science, LLC for water filtration rental units, executed by the Director of Community Services & Water. c. Approval of the service agreement proposal with Simplex Grinnell for the maintenance of the Master Clock and authorization for the Director of Community Services & Water to execute the agreement. nRnTNAWrR. 1. ORDINANCE NO. 1184 - An Ordinance of the City Council of the City of Vernon, California, Determining it will Comply With the Voluntary Alternative Redevelopment Program Pursuant to Part 1.9 of Division 24 of the California Page 3 of 8