Resolution No. 93531
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RESOLUTION NO. 9353
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF.
AN ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND EDAW AND HOGLE-
IRELAND, INC. FOR VERNON GENERAL PLAN UPDATE
WHEREAS, on May 3, 2006, the City Council of the City of
Vernon adopted Resolution No. 9031 approving a Services Agreement (the
"Agreement") with EDAW to assist the City in updating its General Plan
to respond to current land use issues and changes in State law that
have occurred since the General Plan was adopted; and
WHEREAS, EDAW has indicated that it no longer has the staff
resources to complete its obligations under the Agreement; and
WHEREAS, EDAW has recommended the services of Hogle-Ireland,
Inc. ("Hogle") to assume all of its obligations under the Agreement;
and
WHEREAS, Hogle desires to perform the services of EDAW and
assume all obligations of EDAW under the Agreement; and
WHEREAS, EDAW has agreed to assign all of its rights, title,
interest and obligations under the Agreement to Hogle; and
WHEREAS, the City Council of the City of Vernon desires to
consent to the assignment; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Hogle.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
`CITY OF VERNON AS FOLLOWS:
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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 Assignment and Assumption Agreement with EDAW and Hogle,
in substantially the same form as the copy 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 or Mayor Pro-Tem to execute the Assignment with
EDAW and Hogle for, and on behalf of, the City of Vernon and the City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to give one fully executed
Assignment to:
EDAW
Attn. Richard Matallana
800 East Colorado Blvd., Suite 270
Pasadena, CA 91101
Hogle-Ireland, Inc.
Attn. Laura Stetson, Senior Project Manager
201 S. Lake Avenue, Suite 308
Pasadena, CA 91101
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Assignment.
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 25th day of June, 2007.
A TEST: 1�2 &I
e
NUELA GIR N,�City Clerk
Leonis C. Malburg
Name:
Title: Mayor t Mayor
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1 STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9353, was
6 duly adopted by the City Council of the City of Vernon at a special
7 meeting of the City Council duly held on Monday, June 25, 2007, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City ofil
9 Vernon.
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MANUELA G ROIL, City Clerk
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EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
made as of June _, 2007 by and between the City of Vernon, a body corporate and politic (the
"City"), EDAW ("Assignor"), and Hogle-Ireland, Inc., a California corporation ("Assignee"),
based on the following facts:
A. Assignor and the City entered into that certain Services Agreement dated May 3,
2006, (the "City Agreement"), pursuant to which the City retained the services of Assignor to
assist the City in updating its General Plan so that it responds to current land use issues in the
City and addresses changes in State law that have occurred since the last update to the General
Plan.
B. Assignor and Assignee desire that Assignor assign to Assignee and Assignee
assume from Assignor all of Assignor's rights and obligations under the City Agreement to assist
the City in updating its General Plan, together with all of Assignor's other rights and obligations
with respect thereto.
C. The City consents to the assignment from Assignor to Assignee on the terms and
conditions set forth below.
D. Initially capitalized terms used herein without definition shall have the meaning
ascribed to them in the City Agreement.
The parties hereby agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee, and
Assignee hereby assumes from Assignor, all of Assignor's rights and obligations to assist the
City in updating its General Plan pursuant to, subject to and in accordance with the terms and
conditions of the City Agreement. Assignee hereby assumes and agrees to be bound by and to
perform and observe, for the benefit of the City, all of the obligations, indemnities, releases, and
covenants of the City Agreement.
2. No Release. Notwithstanding this Assignment, nothing contained herein shall
release Assignor from the obligations, indemnities, releases, and covenants of Contractor under
the City Agreement.
3. Consent. City hereby consents to the assignment, transfer and conveyance by
Assignor of its interests, rights and obligations under the Agreement to Assignee and the
assumption by Assignee of Assignor's rights and obligations thereunder
3. Counterparts and Facsimile. This Agreement may be executed in any number
of counterparts, each of which is an original and all of which are one instrument with the same
effect as if all parties had signed the same signature page. Documents exchanged by facsimile
shall be binding on the parties.
ATTEST:
MANUELA GIRON, City Clerk
APPROVED AS TO FORM:
JEFF A. HARRISON, City Attorney
By:_
Name:
Title:
By: _
Name:
Title:
CITY OF VERNON
Name:
Title: Mayor / Mayor Pro -Tern
EDAW
HOGLE-IRELAND, INC.
A California Corporation
2
0 2�
SUPPORTING
DOCUMENTS
ASSIGNMENT AGREEMENT -00q
This ASSIGNMENT AGREEMENT made this day of a 1 , by
and between EDAW, INC., hereinafter "Assignor," and HOGLE-IRELAND, INC.
hereinafter "Assignee," and
RECITALS
WHEREAS, Assignor entered into a Contract with the City of Vernon,
(hereinafter "City"), identified as "Services Agreement" between the City of Vernon and
EDAW, Inc. for the Vernon General Plan, hereinafter "Contract'; and
WHEREAS, the total fee of the contract is $246,602.00 (Original Contract fee'
$202,102.00 plus Amendment #1, $44,500.00), of which $169,984.50 has been invoiced;
and
WHEREAS, The City shall remit outstanding payments to EDAW for all fees and
costs incurred through July 31„ 2007,'_totaling $48,569.95; and.
WHEREAS, Assignor upon receipt of outstanding fees and costs from the City,
wishes to assign all of its rights and obligations under the Contract to Assignee; and
NOW THEREFORE, In consideration of the mutual covenants herein contained
and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Assignor and Assignee agree as follows:
l . Assignor, upon receipt of final payment from the City, hereby assigns all
its right, title, and interest, and delegates all of its obligations
responsibilities and duties, in and to the Contract, to Assignee.
2. Assignee hereby accepts the assignment of all of Assignor's obligations
responsibilities and duties under the contract and all of Assignor's right,
title and interest in and to the (Contract.
3. City hereby consents to the assignment from Assignor to Assignee.
4! The City, in executing its consent to this Assignment, does not release
Assignor from any claims or remedies it may have against Assignor under
the Contract.
5. Parties acknowledge and agree thatthe contract will continue in full force
and effect until the assignment has been completed as evidenced by
execution by all parties of this Consent to Assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers the day, month and year
Assignor's final payment is received by City.
SIGNATURE PAGE FOLLOWS
ASSIGNOR
EDAW, INC.
MiCkktka YOWAS
Print Name
Qif,2 i �P�Cf f rtriC+f R!
Title
ASSIGNEE:
HOGLE'-IRELAND, INC.
Print Name
Title
CITY OF VERNON
Municipal corporation of the
State of California
Mayor
ATTEST:
ity Clerk
APPROV S T FFORM:
"Al
ity ` torney
CITY OF. VERNON
Mum cipal--ofp0ration 0f the
State Of Califortlia,
Mayor
ATTEST -
Tittle
City Clerk
APPROWDASTOYOM
City Attomey
Title
Km
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
October 25, 2007'
EDAW Hogle-Ireland, Inc.
Attn: Mr. Richard Matallana Attn: Ms. Laura Stetson
800 East Colorado Blvd.,, Suite 270 Senior Project Manager
Pasadena, CA 91101 201 S._Lake Avenue, Suite 308
Pasadena, CA 91101
Re:, Assignment Agreement By and Between EDAW, Inc., (Assignor) and
Hogle-Ireland,'Inc., (Assignee)
Dear Sir and Madam:
Transmitted herewith, is a copy of the fully executed agreement, as
referenced above,, approved by City Council on June 25, 2007, through
Resolution No. 9353.
I'f you have any questions regarding this matter', please call 'Mr. S.
Kevin Wilson, at (323) 583-8811 ext. 245.
Very truly yours,
Nelly Giron
City Clerk
NG:dr
cc S. Kevin Wilson
Resolution No. 9353
Agreement File No. 07-066
(clusivefy Industri C
�y i
�i
4305 Santa Fe Avenue, Vernon, California 90058 1� -
Telephone (323) 583-8811
V1- - 0, ,
z"
September 20, 2007
EDAW
800 East Colorado Boulevard
Suite 270
Pasadena, CA 91101
Attn: Richard Matallana
Re: Assignment Agreement Between EDAW, Inc. and Hogle-Ireland, Inc.
Dear Mr. Matallana:
Enclosed herewith is an o �d
above, approved by the Ci-
meeting held June 25, 200'. _ __-----
Please sign the agreement _
undersigned.
Once the agreement has beer_ --- a
copy of the fully executed on.
incerely, __--- - -
Ne ly Giron
City Clerk
:ng r /u
enclosure
c: Resolution No. 9353
Agreement File No. 07-066
EJ�cfusivefy Industriaf
Irvine
Riverside
Palm Springs
Pasadena
OT 16 2001
Community Services
October 12, 2007
Kevin Wilson
City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
Enclosed are three signed copies of the Assignment Agreement between EDAW, Hogle-
Ireland, Inc. and the city. I have also included a copy of EDAW's consulting agreement
for a reference. Please sign them and return one for our files.
Let me know if you have any questions.
Thank you,
r� yr
Tracy a man
Contrac s Administrator
www.hogleireland.com
This ASS IGNI NA M :AGRE! f%tl~NT made t°uk day —Of b
and between een DAW,1M.,,, h reinaf er° "Assi or," arrd HOGL - �L�%'ND, INC:;
her itt .ft r "Assignee,- and
RECITALS.
W ER EP-ASE, Assignor entered into Contrau with the City of Vernopi
{lr r h flex B& it >° , id t�fifi d as"Services Agreement" between the City of Vernon and.
DAW, Inc. for, the Vernon General Plan, hereinafter and
WHEREAS, the total. fee of the contract is $246,602.00 (Original Contract. f
$202,102M alas Amendment #l, ,50.f tf), ofwhich $169,984,50 has been invoiced;
and
WHERFU, The City shall remit outstanding payments to BFMW for all fees and
costs incurs 1 thr rr h.,lralaf 3f, 2 tatalitrf; , 69. y ar7.d.
WHEREAS, Assignor upon receipt ofoutstanding feos and casts ft n�k the City,
wishes to assign all of its rights at-rd obligatit�rts €rrrd�r the f �t�tra�t �ssi n�; tft�d
NOW ""[ HEREF ` In cons � �rctrttea�� s t'
and other good and valuable consideration, tiro sufficiency of which is hereby
acktim,dedged, Assignor and °: Assignee agree as fbllovvsw
l s signor, taftott receipt of fined PaYMOnt frOM the City, hem —by assigns all
its-, right, title,. and interest, and del at s, all. of its obligations
responsibilities and duties, in and to fh coot aGti tcl Assignee.
2; Assignee hereby accepts the ss p-imo t of all ofAssi noes oii ration
r sl €stt rhilit.i s and duties under the contract: and ail: of s i ntsr's t i h �
title and interest ire artd o (lie Contract.
3, City hcreby consents to the -assi nolent ficityl Assignor to .a ssi ,rtra ,
The City, in executing its consent to this Assignment, does not rcleasn
Ssi tear from any claims or°;ramother it may have against Assignor Under
the Cotitract,
5. Partics.acknowled and agree: that: the contract will continue in full tbrc
and f act until the assignnient has been cotopleted as evidenced by
wem ioa by all parties of this, onse-nt to Assiginnent,
IN WITNESS S, W14ERE3,013, the parties hereto have caused this ri to-ern.ent to lie
t �r mod by and through their authorized officers the day, ►oonth and year
a ssi or's final Payment is received by City.
SIGNATUREPAGE FOLLOWS
This i. KNI ME T AGRE"IMENT iada thi,; day _ of _m.� 1Y
and betwca� DAW ll C„ :hereinafter 6,Assignor, 5a and I- O LE-IRFL , INC.
hereinafter "Assignee," and
RECI `,
WHER w,A;, Assignor entered into a Contract avith the: Cite Of Vertron,
(hereinafter "City), identiiicd as "Services s gr- etat nc'M between the City of Vernon and
MAW, [Inc. ffir the Vernon Gemr' Rl P1,01, hereinafter "Contmoe'; Lind
NVIJEREAS7 the total. fee of the contract is $246,6 2, (t ri jrtai Cotit.rtaot fee
,102.00 platy Aralwdinent ?£i, ,500.00), ()t" ljicla ] K9984>5d has lieen invoiced
and
`HER a'A , The 0y shall remit outstandi:n prayr tints JEDAVV inr all fees and
costs, iraeu redthrough Feely 3 € } 2007, Uotaling $48,509,95; tared.
41'HERFAS. Assignor upon receipt of outstanding fits .arid. costs zar 't tiro City,
wishes assign. all tat`its ai�;l is arari i li t t�rss weeder the, Contractto As and
NOW THERETGRE,In consideration of tho mutual coveriaants la rein waritaind .
arcl r r good and valuable able onsiderartion, the 8uffici ;ncy ofwllict, is :-1
acknowledged,Assignor and Assignee agree as Bbllowso
i, As,,i or, upon r eeipt of final paymemit from the City, hereby aassi ns all
its fight, title, and interest, and delegates all. of AS obli aation
respnn ibi, Uties and dutias, its and to the Contract, to Assignee.
s % ri g herc y ac opts di ®ssi nia nt of all o Assignor's € bli ations
respn it iliti�s tared d€ ti s rrxxiier the aratr€r t aand all, of ssl nor's right,
title and interest ire and to tla.: Contract.
City herebY C011sarats to the assignment. from Assignor to .Assi nee.,
The City, in ex.eauting its 0onsent to this Assignment, does not rcltasa
Assignor From any claims or remedies it may have aIgains
t Assignor under
the contract.
5, Partiesacknowledge, and as ree that the ntravt wili continue ire l` l l Force
and effect until dic assiprra aft hw5 been complet d as evidenced by
x r,rt i€rn y, 441 Parties Of this Consent to AssigninetAL
IN WITNESS °ill-i ERBOF, the parties hereto have. caused this Agreement to lie
executed by and through theirauthorized offloors the day, month acid year
Assignor's is meal vmr trt is roc rived by City..
- ---------- 4-. ---------
Priht waime
Mayor
ATTEST -
Title
City Clerk:
APPROVED ASTO F'ORM,,
CITY OF VERNON
SIGNATURE REQUIREMENTS FOR CITY AGREEMENTS
Y:
N
a
Corporation
Chairman of the board, president,
Corporate secretary, assistant
Corp. Code sec. 313
any vice president
secretary, chief financial officer,
Corp. Code sec. 5214
any assistant treasurer
(Note: A person can hold more
than one corporate office; e.g., a
vice-president can also be a
secretary. That person can sign
the agreement twice, if both
capacities are identified.)
Limited Liability Comp.
If managed by members — by any
If managed by members — not
Corp. Code sec. 17157
("LLC")
member
required unless otherwise
provided in governing
If managed by manager(s) — by a
documents
manager
If managed by managers(s) — by
(Note: A member or manager may
a second manager (unless
have a title such as president or
articles of organization state
vice-president)
there is only one manager)
Partnership
Any partner, unless authority
Not required, unless "statement
Corp. Code sec. 16301
restricted in "statement of
of partnership authority"
Corp. Code sec. 16303
partnership authority" recorded in
provides otherwise
County Recorder's Office (for real
property transactions) or filed with
secretary of state (for contracts,
etc.)
Limited Partnership
A general partner, subject to same
Same as partnership
Corp. Code sec. 15509
exceptions for partnership
Limited Liability Partnership
Same as partnership
Same as partnership
Corp. Code sec. 16955.5
("LLP")
Sole proprietorship
Sole proprietor
Not required
n/a
ASSIGNMENT AGREEARKNT
`!`Iris ASSIGNMENT AGREEMENT made this day of 13 ,
and between FDAW, IN ., :licreinal er "Assignor," and HOGLE-IRELAl` D, INC }
lie
reinafter "Assi n c, `and
WHEREAS, Assignor entered into a Contract Nvith-the City f Vertr tt
()tere t af et $` it,'" ), identified as "'Services reenacrtt" between the Cit), of Ver on and
if<DAW, Inc. for the Vernon General'Plan, hereinafter , CoAtraof, an
WHERFAS, the total fee of the contract is 'I--46,60. , 0 (Original contract t°be
02,t3'2,00 plus Amendment M 1, ,500.00), of w-hich $169,984JO has been invoiced
and
WHEREAS, "me city, shrill rerttit csutstandin , payments to EDAW for all coos and
costs incurred thr€ a h. July 31, 2007, jotai :tt; $48,569,95, and,
' l i .l "r , Assignor tr a o11 r 0eipt €f outstandin firs and costs from the City,
wiShes to assign. all of its rights and obligations under the Contra ct try �ssi nep; and
NOW TFIEREFORE ' In consideration of the mutual covenants bercin oot.ttained
andrather good and valuable consideration, the suffidertcy of whicls is h r: b
,acknowledged, Assignor and Assignee agree its fall ws
I .gnor�, ripen receipt of final payrn nt. from the City., I'vr by assigns all
its tight, to title and interest, and dole t
..cs all of Its,o1jliptions
responsibilities and duties, in,and to tjjeQontraot, to Assignee
2,Assignee hereby accepts the assignment of all of -Assignor's obligpdAions
rospon ibilitiet and duties under the contract and allof Assj rtttr' zi lit:
title and interest its and to the Grantrat:
3, city hereby eonsent:;s to aw assi nment frctrn Assignor to Assignee.
4. `the Gina, in executing its consent to this ssi rtrnent, doc.6; not, release
Assignor nor lst•om att�� claim,, r;r t� ed es ittit ha ti rtittst Assign r under
the Contract
5. Parties acknowledge and agree that t17,e contract will continue in full fbrve
�K a cl offea until the assignment has, been coin as evidenced by
ecttti tt by rt.11 parties of this Consent to Assignment.
IN WITNESS WHEREOF
I. I :E l , the partiesbereto have Cruised this Agreenientto be
cx cutcd by anal through their authorised rrffl=.stit day, month nth and year
Assignor's nor's final taa}Patient is ro-oe ved bar City,
SIGNATURE f' CIE FLL
ASSIGNOR CITY F VERNON"
k:1:iAW, INC' Municipal otporatitjtj of the
State'oi caff brli a
Print N" Mayor
Title
city Clerk.
APPROVED ASTO FORM:
City Attorney
CITY OF VERNON
SIGNATURE REQUIREMENTS FOR CITY AGREEMENTS
Corporation
Chairman of the board, president,
Corporate secretary, assistant
Corp. Code sec. 313
any vice president
secretary, chief financial officer,
Corp. Code sec. 5214
any assistant treasurer
(Note: A person can hold more
than one corporate office; e.g., a
vice-president can also be a
secretary. That person can sign
the agreement twice, if both
capacities are identified.)
Limited Liability Comp.
If managed by members — by any
If managed by members — not
Corp. Code sec. 17157
("LLC")
member
required unless otherwise
provided in governing
If managed by manager(s) — by a
documents
manager
If managed by managers(s) — by
(Note: A member or manager may
a second manager (unless
have a title such as president or
articles of organization state
vice-president)
there is only one manager)
Partnership
Any partner, unless authority
Not required, unless "statement
Corp. Code sec. 16301
restricted in "statement of
of partnership authority"
Corp. Code sec. 16303
partnership authority" recorded in
provides otherwise
County Recorder's Office (for real
property transactions) or filed with
secretary of state (for contracts,
etc.)
Limited Partnership
A general partner, subject to same
Same as partnership
Corp. Code sec. 15509
exceptions for partnership
Limited Liability Partnership
Same as partnership
Same as partnership
Corp. Code sec. 16955.5
("LLP")
Sole proprietorship
Sole proprietor
Not required
n/a
.GY.Vv me 0GJ6L51435 COMMUNITY SERVICES
10001
C+~�� oF• V,�rA�o�
�{GQ�FGY IN�V�S'
FAX TRANSMISSION
City of Vernon
Community Services & Water Department
4305 Santa Fe Avenue, Vernon, California 90058
Phone (323) 583-8811 Fax (323) 826-1435
TO: Laura Stetson COMPANY: Bogle -Ireland
FAX: (626) 356-4464
DATE: October 9, 2007
PAGES: 27 (including cover) ,
FROM: Claudia Arellano for Kevin Wilson
SUBJECT: EDAW'S CONSULTING AGREEMENT
If you do not receive this fax transmission in its entirety please call Claudia Arellano at 323 583-8811 extension 2�8,
----T-hank you.- ---- ---- - -
IV/UV/ZUU7 14:01 FAX 3238261435
COMMUNITY SERVICES
Q 002
SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in
duplicate originals, either copy of which maybe considered and used as the original hereof for all
purposes, as of this 3rd day of May, 2006, in the City of Vernon, County of Los Angeles,
California.
BY AND BETWEEN
b
CITY OF VERNON, a municipal
corporation, hereinafter referred to as the
"City"
4305 Santa Fe Avenue
Vernon, California 90058
EDAW, an independent contractor,
hereinafter referred to as the "Contractor"
800 East Colorado Boulevard, Suite 270
Pasadena, California 91101
RECITALS
WHEREAS, the City has determined to retain the services of an independent
contractor to assist the City in updating its General Plan so that it responds to current land use
issues in the City and addresses changes in State law that have occurred since the last update to
the General Plan; and
WHEREAS, Contractor has prepared a proposal for the Services, a copy of which
is attached hereto as Exhibit A and incorporated by this reference (the "Proposal'); and
WHEREAS, Contractor represents that it is qualified and capable of furnishing
the labor, materials and expertise necessary to perform the Services that the City requires, as set
forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and
WHEREAS, the Contractor's cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Contractor to assist
the City -in updating its. General Plan so that it responds to current land use issues in the City and
addresses changes in State law that have occurred since the last update to the General Plan, on a
contract basis as defined in the terms and conditions set forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Page 1 of 17
10/09/2007 14:01 FAX 3238261435 COMMUNITY SERVICES
�] 003
�✓ �,
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on May 3, 2006 and will continue in effect until
such time as the City receives an updated General Plan that responds to current land use
issues in the City and addresses changes in State law that have occurred since the last
update to the General Plan, or until terminated as provided in this Agreement.
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 EDAW 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
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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:
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.
"Substandard Work" shall mean performance of services by the Contractor under
this Agreement which fail to meet the standards set forth in Section 5.19.
K. "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
Specift Services
3.01. Contractor's Services shall include, but will not be limited to, assisting the City in
updating its General Plan so that it responds to current land use issues in the City and
addresses changes in State law that have occurred since the last update to the General
Plan. The Contractor's Services are more specifically detailed in the Proposal attached
hereto as Exhibit "A" and incorporated herein by this reference.
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Change of Services
3.02. City may at any time, by written change order executed by the City, make changes 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 B attached hereto and
incorporated by reference.
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 the City receives an
updated General Plan in keeping with full performance of the Services in accordance with
Section 3.01 of this Agreement, unless this Agreement is otherwise 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.
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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
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. Inconsideration for the Services to be performed by Contractor, described in Section 3 of
this Agreement, City agrees to pay Contractor on a time and material basis with a
maximum total of Two Hundred Two Thousand One Hundred Two and no/l00 Dollars
($202,102.00) (the "Contract Price").
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
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(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.
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 3.02 and 3.03 of this Agreement. Compensation adjustments in
each such change order shall be established by one or more of the following bases, as
determined by City: (a) a lump sum price to be negotiated between the parties; or (b)
Work unit rates to be negotiated between the parties. Once established, the amount of the
compensation due Contractor or credit due City for a change shall not be subject to
adjustment for any reason, including changes in the value of any currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City standards
& details for all Work performed. Substandard Work, as determined solely by the City,
shall be redone at the expense of the Contractor.
Products of Consulting
5.02. All products of consulting services including, but not limited to, 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
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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. Contractor shall cause its insurers to issue Certificates of Insurance evidencing that the
coverages and policy attributes required under this Agreement, are maintained in force.
5.05. 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 $2,000,000 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 $2,000,000. Such evidence of
insurance can either be through the primary insurance coverages or through an
excess policy. Such insurance shall at all times be on an occurrence form and
provide policy conditions as broad as those required in the primary insurance.
5.06. 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 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.
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5.07. 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_
5.08 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, to the extent arising out of or
caused by 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.
5.09. 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.
5.10. 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 Qonstitutes
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.
5.11. Contractor declares and states that it has complied with and will continue to comply with
all federal, state and local laws regarding business permits and licenses that may be
required to carry out the Services to be performed under this Agreement.
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5.12. 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 material and uncured breach by Contractor of any representation or provision
contained in this Agreement or any negligent or intentional acts or omissions by
Contractor, its 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.
5.13. 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.
5.14. 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
5.15. 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
5.16. During the course of Work being performed, Contractor and any'of its subcontractors,
shall maintain and retain, not less than three (3) years after completion thereof, complete
and accurate records of the Contractor's costs which are chargeable to the City lender 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
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checks for material purchased and for the subcontractor's and any other third parties'
charges; and (d) any other documentation City deems necessary to support costs and
charges under this Agreement.
Corporate Conduct
5.17. Contractor, its employees, agents or representatives shall not offer or give to an officer,
official or employee of City gifts, entertainment, payments, loans or other gratuities to
influence the award of a contract or obtain favorable treatment under this Agreement or
any other contract.
Standard of Care
5.18. Contractor agrees that all Services provided will be conducted by the principal and
competent staff members, if any, under the supervision of the principal, and that Services
will be performed and rendered diligently. Contractor represents that it has, or shall
secure, at its own expense, all personnel required to perform Contractor's Services under
this Agreement, but at all times shall be responsible for the Services of such personnel.
Contractor may not employ any subcontractor without the prior written approval of the
City.
Indemnity Process
5.19. The City shall notify Contractor in writing of any suits, claims or demands covered by
any indemnity contained in this Agreement. Promptly after receipt of such notice,
Contractor shall assume the defense of such claim with counsel reasonably satisfactory to
City. If Contractor fails, within a reasonable time after receipt of such notice, to assume
the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment
of City, a direct or indirect conflict of interest exists between the parties with respect to
the claim, or if in the sole judgment of City the assumption and conduct of the defense by
Contractor would materially and adversely affect City in any manner or prejudice its
ability to conduct a successful defense, then the City shall have the right to undertake the
defense, compromise and settlerqent 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
5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from
using any Confidential or Proprietary Information except in connection with the Work or
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from disclosing it to any third party other than to employees of Contractor who require it
in performance of the Work and except to such other third persons as City may authorize
in writing. If disclosure to such an employee or to other third persons is so authorized,
Contractor shall enter into with said party a confidentiality agreement containing
provisions with respect to use and disclosure of Proprietary Information substantially the
same as those contained in this Agreement.
5.21. 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.
5.22. Except as expressly permitted by prior written consent of the City, which shall not be
unreasonably withheld or conditioned, 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 binds the subcontractors to this non -disclosure requirement.
5.2.3. 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.
5,24. 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.
5.25. 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.
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Compliance with Authority
5.26. 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.
5.27. 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.
5.28. 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 5.26 and 5.27 of the Agreement.
Progress Reports
5.29. 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. All such meetings will be billed on a reimbursable basis.
Contractor's License Classification
5.30. Contractor shall possess all appropriate licenses for the duration of this Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in
effect until such time as the City receives an updated General Plan in keeping with full
performance of the Services in'aecordance with Section 3.01 of this Agreement, unless
otherwise extended according to the terms and conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written
notice to Contractor and such termination shall be effective in the manner specified in
such notice and 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.
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6.03. In the event of any such termination, in full and complete settlement for the termination
of the Work, City shall pay Contractor for those Services performed prior to the date of
delivery of the termination notice, plus compensation for (i) necessary Work 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
profits, lost opportunities, consequential damages, or the like. In no event shall total
payment exceed the Contract Price.
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the following
events:
A. . Bankruptcy or insolvency of either pasty; or
B. Sale of the Contractor; or
C. . Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
6.05. If Contractor materially defaults in the performance of this Agreement or materially
breaches any of its provisions, after expiration of a reasonable time to cure, 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:
A. Contractor's failure to perform, in a manner satisfactory to the City, in the
exercise of its reasonable discretion and in accordance with the Standard
of Care set forth in Section 5.19 of this Agreement, the Services specified
in Section 3 of this Agreement; or
B. Contractor's material breach of any obligation or provision contained in
Section 5 of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be deemed a
waiver of any different or later breach; nor shall any delay or omission by either party to
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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.
6.07. In the event of any termination of this Agreement or reduction in the scope of the Work,
Contractor shall not be entitled to damages for loss of profits for the unexecuted portion
of the Work or any other damages because of such termination or reduction.
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 (3`d) day after mailing,
whichever occurs first.
Contractor — EDAW City - City of Vernon
Attn: Laura Stetson, Attn: Bruce V. Malkenhorst, Jr.,
Associate Vice President Acting City Clerk
800 East Colorado Boulevard, Suite 270 4305 Santa Fe Avenue
Pasadena, California 91101 Vernon, California 90058
Fax: 626-304-0402 Fax: 323-826-1438
Telephone: 626-304-0102 Telephone: 323-583-8811 extension 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
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waives all claims for compensation based upon quantum meruit, implied contract or oral
contract. Each party represents and warrants that it has read and fully familiarized itself
with this Agreement, and that such party has been fully authorized to sign this
Agreement.
7.03. This Agreement shall be comprised of these included provisions, together with Exhibits
A and B, which are all attached. In the event of conflict between this Agreement and any
of the exhibits, including the Proposal, this Agreement shall prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions will continue in full force and
effect without being impaired or invalidated in any way.
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
__ _Page 15 of 17
10/09/2007 14:05 FAX 3238261435 COMMUNITY SERVICES IM017
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 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
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 noway 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
10/09/2007 14:05 FAX 3238261435 COMMUNITY SERVICES 018
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown
below.
Executed atCalifornia, on �✓�" ����
City:
City of Vernon
eons C. Malburg, ayor
ATTEST:
Bruce V. Malyenhorst, Jr., Acting City Clerk
Contractor:
EDAW
Name: Michael A. Downs, Ph.D.
Title: Vice President
Date: 3/28/06
APPROVED AS TO FORM:
Eric T. Fresch, City Attorn
Name: ;
Title: CHILE Saar-N J A►._ nr,;7►CEk
Date: 3 t • n� C+-1 • a�
Page 17of17
_T 10/09/2007 14:05 FAX 3238261435 COMMUNITY SERVICES 10019
Proposal — Vernon General Plan Update
The approach we have developed for the Vernon General Plan update program responds to the City's
desire for the documents to reflect current City policy direction, modernize the plan, respond to changes
in State law, and reflect strategies intended to address truck traffic. Below we identify project team
members and provide an overview of the program approach. This discussion is followed by a detailed
scope of services.
Project Team and Key Staff
The following P&D staff and subconsultants will work with you on the General Plan Update and
Environmental Impact Report:
General Plan
• Laura Stetson, AICP — Principal -in -Charge
• Jose M. Rodriguez, AICP — Project Manager
• Don Cotton, AICP — Program Advisor +
• Jeff Henderson, AICP — Program Advisor
• Enabell Diaz -- GIS Specialist
• Helen Choi — Planner
Subconsultants
• Austin -Foust Associates — Circulation
• Wieland Associates - Noise
Environmental Impact Report
• Laura Stetson, AICP — Project Manager
• Pete Choi — Environmental Planner
• Debra Leight — Environmental Planner
4 mor"' -NW-Wr C�Nr�c•rL�+�
Overview of the Approach
This General Plan update program will focus on ensuring that the General Plan reflects current State law
requirements, responds to land use policy changes regarding housing and warehousing uses in Vernon,
and addresses on -going issues involving Zoning Ordinance requirements for parking and loading. Our
approach to the update will involve the following tasks:
1. Define program Objectives and Scope of Revisions. Meet with City staff to identify objectives
Jor the program, particularly with regard to truck maneuvering policies and other planning issues.
Establish scope for balance of work program.
2. Background Analysis. Conduct background analysis as needed to provide the foundation for
policy revisions. Identify opportunities and how to reflect opportunities in the General Plan
elements.
3. Goals and Policies Update. Update goals and policies to be contained within each of the
elements.
4. Draft General Plan and Implementation Program. Prepare administrative draft of the General
Plan and land use policy map for review with City staff, and prepare a Draft General Plan for
public review. __
10/09/2007 14:05 FAX 3238261435 COMMUNITY SERVICES 121 020
5. CEQA Compliance. Determine the appropriate scope of CEQA documentation, and prepare
environmental document that addresses both the Draft General Plan and Zoning Ordinance
Amendment regarding truck loading restrictions.
6. Public Hearings and Document Adoption. Attend public hearings on the Draft General Plan
and Zoning Ordinance Amendment, revise the Plan and Ordinance to incorporate Council
decisions, and prepare Final General Plan for City Council adoption.
7. Final Documents and Maps. Produce Final Plan documents, including color maps and digital
files.
Throughout the program, we will involve City staff, City decision makers, and property and business
owners, as described in the detailed work scope.
City staff has indicated that limited public participation is anticipated for this work program.
Accordingly, we have not included an involved public outreach effort in this work scope. Business
and property owners will have the opportunity to participate during the City Council study sessions at
the outset of the work program, as well as during the CEQA process and at public hearings.
Detailed Work Scope
To complete the Vernon General Plan update, we will complete the tasks, produce the work products,
and attend the meetings identified in the following scope of Work.
We have scoped the project assuming a moderate level of revisions to the General Plan to ensure
consistency with current State law and to create a modern plan that reflects current issues. Please
recognize that the scope and associated budget can and will be adjusted in response to discussions and
directives arising during Task 1 - Refine Work Scope. The work scope presented on the following pages
should be used as a general guide for assessing the scope and costs appropriate for this work program,
based on City needs and available resources.
Task 1. Work with City Staff to Focus the Work Program
The purpose of this task is to identify objectives in updating the General Plan. This important step will
establish the scope of the program to be pursued. P&D Consultants will meet with City staff toward this
end.
1.1 Refine Work Scope
Refinement of the overall work program is an important initial step in the General Plan Program that aims
to clarify specific tasks, define work program products, and detail specific responsibilities of each project
team member. Laura Stetson, Jose Rodriguez, and Don Cotton will meet with City staff to establish these
project details.
Task 2. Collect Background Material/Assess Existing Conditions, Resources, and Constraints
The purpose of this task is to provide the project team with a solid foundation and understanding of the
issues important to the General Plan update. We begin the program with a staff meeting to Identify major
issues that need proper evaluation. Collection of additional important background information and
preparation of technical reports is also necessary to provide a sound basis for the update.
10/09/2007 14:05 FAX 3238261435 COMMUNITY SERVICES U021
2.1 Collect and Review Background Data
This subtask involves a coordinated data collection effort to provide the background information
necessary to complete the General Plan update and required CEQA documentation. The consultant
team will review recently completed plans and studies relevant to the General Plan issues and will
conduct independent studies and research as required to gain a full understanding of existing conditions.
Austin -Foust Associates (AFA) will analyze existing circulation conditions in the City based on previous
traffic counts AFA has already conducted for the Vernon Parking and Loading Study: Analysis of impacts
of Section 26.4.6-4 of the Comprehensive Zoning Ordinance. AFA's initial work will focus on reviewing
existing information and identifying areas to be addressed in the Circulation Element. Wieland
Associates will use AFA's existing traffic data and conduct noise monitoring at various locations
throughout the City to establish baseline noise conditions. (Note: A detailed scope of work and cost
estimate from AFA is forthcoming.)
2.2 interview Key Department Staff
To gain a deeper understanding on some of the Issues related to the General Plan, we propose to
conduct several interviews with key City staff. Interviews will include the following departments:
• Community Development Department
• Fire Department
• Police Department
• Environmental Health Department
• Light and Power Department
2.3 Develop GIS Base Map
To maintain the project schedule, Increase accuracy, and minimize cost, we will utilize ArcView 9.1 GIS
for the General Plan update. We plan to use the latest Los Angeles County Assessor data for creating a
parcelized base map for the City. We also intend to use previous GIS data we have gathered for the
Truck Parking and Loading studies.
2.4 Land Use Survey
Building upon Truck Parking and Loading studies GIS data, P&D will conduct a land use survey to identify
land uses that have changed since 2001. Resources to be used include aerial photography and field
surveys to spot check areas. This information will be mapped onto the GIS database.
Task 3. Goals and Policies Update
The purpose of this task is to update existing General Plan goals and policies per City Council direction to
establish the framework for the elements.
3.1 Prepare Issues, Goals, and Policies Working Paper
We will describe the issues to be addressed in the General Plan elements and prepare a draft Issues,
Goals and Policies working paper for review with City staff. We will rely on the current General Plan as a
foundation for the goals and policies. We will review those goals and policies carefully and make
changes where appropriate to address State law, and we will include new goals and polices to address
new issues and policy direction. The revised goals and policies will be incorporated into the General
Plan.
10/09/2007 14:06 FAX 3238261435 COMMUNITY SERVICES U 022
Task 4. Prepare Draft General Plan and Implementation Program
At this stage, P&D has compiled adequate background information and received appropriate policy
direction regarding issues and the land use plan.: With this information, P&D will complete a Draft
General Plan.
4.1 Prepare Administrative Draft and Draft General Plan
We will prepare an Administrative Draft General Plan for review by City staff. The preliminary draft will
contain elements, goals and policies, implementation, and a glossary. Following staff comments on the
Administrative Draft General Plan, we will produce a Draft General Plan for public review.
Both drafts of the General Plan will include the elements described below.
Introduction: Provide brief background information about the City, State requirements, what is a General
Plan, and how to use the General Plan.
Land Use: Potential land use recommendations may include changes to policies regarding warehousing.
Also, we anticipate revisions to housing policy.
Circulation and Infrastructure. The Circulation Element will take into account issues of regional traffic
growth, growth in adjacent areas, and growth within the City. This Element will also focus on railroads,
general parking, and truck and freight routes, and will also address public facilities and utilities provided
within the City. Recommendations in the Truck Parking and Loading studies will also be incorporated into
the plan.
Housing: The City is completing an update of the Housing Element. The adopted element will be inserted
into the Plan.
Safety: Issues to be updated In the Safety Element and the information sources to be used are as
follows:
Hazardous Materials: We will consult with the City of Vernon Environmental Health Department regarding
appropriate information to include in the Element.
Fires: We will consult with the City of Vernon Fire Department regarding appropriate information to
include in the Element. Some of the issues regarding fire include structural fires, industrial fires, chemical
fires, and gas main fires.
Emergency Response Services and Evacuation: We will consult with the City's contract service providers
to identify response time requirements during the lifetime of the Plan.
Seismic and Geologic Hazards: The Department of Conservation, Geologic Survey has identified areas of
liquefaction in the City of Vernon, as indicated on Seismic Hazards Mapping. We will also identify other
seismic and geologic hazards that might affect the City. We will update the Element to include current
information in both text and graphic form.
Resources Element: The Resource Management Element combines the features of the State required
Conservation and Open Space Elements. This element will be updated to include current data and
revised policies addressing groundwater basin, water and energy conservation, water resources, air
quality, and open space.
Noise Element: The Noise Element will meet all of the requirements of the Noise Element guidelines
and Section 65302 (f) of the Government Code. In particular, the Noise Element will address noise
issues from truck and freight traffic, Interstate 710, local arterial roads, freight and passenger railroad
operations, public facilities, and local warehousing and industrial facilities.
10/09/2007 14:06 FAX 3238261435 COMMUNITY SERVICES 121023
Using traffic data and consulting with railroad operators, Wieland Associates will perform an analysis to
determine the existing and future traffic noise levels adjacent to the freeways (Interstate 710), arterials,
and rail lines. The Element will include a table that identifies, for each segment of arterial and freeway
studied in the City, the location of the traffic noise contours relative to the arterial's centerline. The
contours will be developed using the community noise equivalent level (CNEL) metric.
Wieland Associates will prepare contour maps for the existing and future noise environments in Vernon.
The maps will identify the location of the composite (traffic, railroad, etc.) noise contours throughout the
City. (Note: A detailed scope of work and cost estimate from Wieland Associates is forthcoming.)
4.2 Prepare Draft Implementation Program
A detailed Implementation Program is important for prioritizing City actions to be undertaken to implement
General Plan goals and objectives, and to identify funding sources to be used. We will prepare such a
program to be included as an appendix to but not adopted as part of the General Plan. By adopting the
Implementation Program separately, the City Council can amend the Program annually to reflect
changing priorities without having to undertake a General Plan Amendment.
Task 5. Prepare CEQA Documentation
The purpose of this task is to prepare the CEQA documentation required for the General Plan prior to
Council adoption of both documents. The CEQA documentation will address the General Plan and the
Zoning Ordinance Amendment on truck loading restrictions.
5.1 Identify Scope of Environmental Documentation and Complete ISINOP
The purpose of this task is to identify the type of environmental documentation required to satisfy CEQA
requirements. We anticipate that a Program EIR will be required.
This subtask consists of a meeting with City staff to identify the required document and completion of an
Initial Study and NOP. P&D will prepare the Initial Study and NOP. The City will be responsible for
mailing, although we can perform this service as an optional task.
5.2 Program EIR
A Program EIR will be required for the General Plan and Zoning Ordinance Amendment. During the early
stages of the program, environmental issues will be addressed and necessary mitigation will be
incorporated into the Plan itself to ensure that the Plan is environmentally sound. Preparation of the EIR
in concert with the Plan will promote streamlining of*subsequent environmental review for future projects
within the City that are consistent with the General Plan. During this phase of the program, we will notify
and consult with sovereign nations as required by Government Code sections 65352.3 and 65562.5.
This subtask includes the following work products:
• P&D will prepare a complete administrative Draft EIR for City staff review. The Draft Program
EIR will be prepared in accordance with CEQA and the State CEQA Guidelines. The Draft
EIR will be prepared following completion of an Initial Study documenting all environmental
issues identified as potentially significant.
• P&D will review all staff comments and make appropriate modifications to complete a Public
Review Draft EIR for release with the Draft General Plan. The Draft EIR will be released for
the required 45-day public review period. City staff will be responsible for mailing the
document, although P&D can perform this as an optional task.
10/09/2007 14:06 FAX 3238261435 COMMUNITY SERVICES I?1024
• Following completion -of the 45-day public review period for the Draft EIR, the Final EIR will
be prepared by P&D for City Council certification. We will prepare the Final EIR to include
responses to comments on the Draft EIR and document revisions. Responses will be
prepared to all written comments received during the 45-day public review period.
Responses will be incorporated into the Final EIR.
• P&D will prepare CEQA findings, overriding considerations, and a mitigation monitoring
program to allow City Council certification of the Final .EIR. The mitigation monitoring
program for the EIR will be organized to facilitate annual monitoring in concert with the
annual report to the City Council on implementation of the General Plan.
Task 6. public Review and Adoption
This purpose of this task is to allow for public review of the Draft General Plan, Zoning Ordinance
Amendment, and EIR during public hearings.
6.1 City Council Hearings
Principal -in -Charge Laura Stetson and Project Manager Jose Rodriguez will be available to -attend City
Council hearings to present the draft documents and respond to public and City Council comments and
questions. Other members of the project team will be available to attend on a reimbursable basis.
Task 7. Final Documents and Maps
The purpose of this task is to prepare a final updated General Plan which will incorporate City Council -
directed revisions to the draft documents.
7.1 Preliminary Final General Plan
Once public hearings have concluded, we will prepare a preliminary Final General Plan and
Implementation Program based on direction received from City Council. A preliminary final General Plan
will be reviewed by City staff, and any remaining corrections will be made.
7.2 Final General Plan and CEDA Documents
Following incorporation of all final corrections into the General Plan, Implementation Program, and map,
we will present the documents to the City Council for adoption. The City Council will certify the EIR or
MND and adopt the updated Plan.
Program Budget
The det&iled budget on the following page presents our proposal to complete the work program for
$202,102 for the General Plan and the environmental documentation that addresses the General Plan
and Zoning Ordinance Amendment.
'10/09/2007 14:06 FAX 3238261435 COMMUNITY SERVICES U 025
`J Vernon General Plan Update
Project Budget
Hourly Rate:
A. LABOR COSTS(�'y�[
180
$105
90
75
65
$130
$ 50
Labor Costs
LRS
JMR
PC/HC
GIS/
Graph
Word
Proc
JH
DC
_
n�:a�+zFG.irli ai;v�i: .iaiia.
1.1 Work with City Staff to Focus the Work Program
SUBTOTAL
r:
_
Y
ti..i:
4
9
2
4
$2 P9p
4
8
4
$2,290
2.1 Collect and Review Background Data
22 Interview Key Department Staff
2.3 Develop GIS Base Map
2.4 Existing Land Use Survey
SUBTOTAL
6
12
32
$5,220
1
B
8
$2,220
2
16
$1,410
2
2
40
1
B
$4,675
9
24
32
56
1
8
8
$13,625
a.I Prepare Issues, Goals and Policies Working Paper
SUBTOTAL
ME
?
8
2
81
20
2
8
5,370
20
2
8
m4.1 Prepare Administrative Draft and Draft General Plan
4.2 Prepare Draft Implementation Program
SUBTOTAL
�40$38.840
t2088
160
40
3
16
36
2
6
$5,830
196.
40
34
16
46
$44,670
— t
E
5.1 Identify Scope
NOW of Preparation/Initial Study
Agency Contact and Consultation
Prepare Admin Draft Program EIR
5.2 Public Review Draft Program EIR
Responses to Comments/Final EIR (Allowance)
Findings/SOC/MMP
SUBTOTAL
4
2
2
2
$3,500
4
2_
16
2,370
46
20
1B0
20
8
27,520
8
4
40
2
2
$5,741)
8
41
201
8
2
90
2
6
44
4
7,01D
76
38
324
32
20
50,530
Ig
6.1 Cily Council H�eearindg (Allowance)`ll�
6
6SUBTOTAL
::6
6
6
$2,610
7.1 Preliminary Final General Plan
7.2 Final General Plan and CEOA Documents
SUBTOTAL
... •
�,.
8
16
30
16
8
6
$8,440
8
12
20
6
8
$5,62D
16
26
50
24
16
6
14,060
I U I AL LABUH CUST5 133 200 622 152 75 32 78 1 $133,055
Traffic Study and Report
Noise Monitoring and Report
TOTAL DIRECT COSTS
Summary Memorandum - Continuing Important Issues (5)
Draft and Revised Issues, Goals, and Policies Working Papers (5)
Administrative Draft General Plan and Implemenation Program (5)
Draft General Plan and Implementation Program (5)
Administrative Draft NOP/IS (5)
Final NOP/IS (5)
Administrative Draft EIR (5)
Draft EIR (20+20 CDs)
Pre -Press Final EIR or MND, Findings and MMP (3)
Final EIR, Findings and MMP (20+20 CDs)
Pre -Press Final General Plan and Implementation Program (4)
Final General Plan and Implementation Program (20 + 20 CDs)
TOTAL DELIVERABLES`
COST SUMMARY
TOTAL DIRECT COSTS
TOTAL DELIVERABLES COSTS
$200
TOTAL COSTS 1 $202.1021
10/09/2007 14:08 FAX 3238261435 COMMUNITY SERVICES
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
AGREEMENT CHANGE ORDER NO
PROJECT:
TO:
REQUESTED BY:
You are hereby directed to make the herein descri
I1027
EXHIBIT B
SUPPLEMENT NO. — SHEET _ OF , SHEETS
P.O. NO.
CONSULTANT
from the original scope of work of this
Contract Amount (Base Did)
Amount of This Change Order
Amount of Previous Chan e Orders _
Total Change Orders
Modified Agreement Amount
By reason of this order the time of
completion will be adjusted as follows:
Approved:
Acting City Clerk Date:
We, the undersigacd Consultant, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all
equipment, furnish all materials, 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: Acting