Resolution No. 93971
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RESOLUTION NO. 9397
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR
PROPOSALS FOR ARCHITECTURAL SERVICES FOR THE
CONSTRUCTION OF FIRE STATION NO. 4 FOR THE
DEPARTMENT OF COMMUNITY SERVICES & WATER
WHEREAS, the City of Vernon is interested in soliciting
proposals from qualified firms for architectural services to prepare
plans and specifications for the construction of Fire Station No. 4;
land
WHEREAS, on November 16, 2005, the Redevelopment Agency of
the City of Vernon adopted Resolution No. RA-278 authorizing the
issuance of request for proposals for architectural services for the
replacement of Fire Station No. 4; and
WHEREAS, the Director of Community Services & Water
evaluated the proposals received and intends to only request proposals
from the top three firms; and
WHEREAS, on July 2, 2007, the City Council of the City of
Vernon adopted Resolution No. 9357 authorizing the Community Services
& Water Department, in conjunction with the Fire Department, to
commence studying the feasibility of locating Fire Station No. 4 at a
proposed site at 5119 District Boulevard in the City of Vernon (the
"Site"); and
WHEREAS, the Community Services & Water Department, along
with the Fire Department, have prepared a Site Feasibility Study
determining that the Site is the preferred location for the Fire
Station, fire administrative headquarters and emergency operations
center because of the distance of the Site from City Hall, it is
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proximity to the southeastern area of the City and the fact it is
least likely to be impacted by adverse environmental conditions; and
WHEREAS, the Director of Community Services & Water has
requested the issuance of the Request for Proposals for Architectural
Services for the Construction of Fire Station No. 4 ("RFP") pursuant
to Section 2.29-2 of the Vernon City Code.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Fire Station No. 4 Site Feasibility Study, August 2007, 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
directs the City Clerk, or her designee, to issue the RFP, a copy of
which is attached hereto as Exhibit B and incorporated by reference,
to one or more qualified firms, and to report to the City Council on
the proposals received with a recommendation for action.
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SECTION 4: 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 27th day of August, 2007.
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Name: Leonis C. Ma burg
Title: Mayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
9397, was duly adopted by the City Council of the City of Vernon at a
special meeting of the City Council duly held on Monday, August 27,
2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of
the City of Vernon.
(SEAL)
YlANUELA GIRO , ity Clerk
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EXHIBIT
0
FIRE STATION NO.4
SITE FEASIBILITY STUDY
AUGUST 2007
The Vernon Fire and Community Services Departments have reviewed potential sites for the
replacement of Fire Station No. 4 and the placement of the City's Fire Administrative Headquarters and
Emergency Operations Center.
Three sites were contemplated for consideration given the rather limited availability of land in the
area. The sites considered are the existing Fire Station No. 4 site on Bandini Boulevard; a portion of the
BNSF yard located at the southeast corner of 26s' Street and Ayers Avenue, and; a portion of the former
Thermador property located on District Boulevard. Factors that were considered in the site decision
included both response time and environmental factors.
The existing fire station site on Bandini Boulevard (Figure 1), referred hereafter as the Bandini
site, is surrounded on two sides by an adjoining property currently owned by the City and leased to a
trucking company. The two sites combined would be approximately 1.25 acres in size. Concerns with
the site include: Access — many times access in and out of the site is blocked by heavy traffic on Bandini
Boulevard, negatively impacting response time; Noise — the site is located adjacent to the 1-710
Freeway/Bandini Boulevard off -ramp. The intersection is heavily traveled by trucks. Noise from these
trucks occur at all times of the day, adversely impacting sleep patterns of the stations occupants. Size —
the site is significantly smaller than the target site size of 2 acres. Air quality — trucks often idle and
accelerate on both Bandini Boulevard and the I-710 off -ramp. Pollution generated from these trucks
could adversely impact the longterm health of the station occupants. Geology —the station would more
than likely be constructed over fill area. This property was previously excavated to a depth of 60 feet as
part of a remediation effort to remove contaminated soil from a leaking fuel tank. An extensive soils
review would have to be made to determine if the fill was properly placed and compacted and if
foundation systems would have to be substantially modified to carry the weight of an essential services
facility. The site is in a liquefaction zone, but groundwater is relatively deep in this area and therefore
concerns from liquefaction are minimal and in any case engineering designs could be incorporated to
eliminate any concerns. The positive aspect of the site is its proximity to the freeway and would it would
allow two stations north of the Los Angeles River.
The BNSF Railway property (Figure 2), located at the southeast corner of Ayers Avenue and 26"'
Street, hereinafter referred to as the Ayers site would be approximately 2 acres in size. The railroad has
agreed to enter into discussions with the City on the possibility of a purchase of a portion of their
property. In return the City may have to make some concessions to allow the railroad to improve its
properties, access and/or truck and train movements. Negotiations could take some time and in the end
could prove unsuccessful. The City will have to pay market rates for the property, condemnation against
the railroad may be an option but success is not guaranteed given federal preemption rights the railroad
have. Other concerns include: Air quali — a recent report showed an increase in cancer risk for
individuals residing near rail yards due to locomotive diesel exhaust. Vibration and Noise — the site is
located near mainline railroad tracks. These tacks are heavily traveled both by passenger and freight
trains. In addition trains are routinely switched on the adjoining Hobart yards. Lastly, the site would be
adjoined by a BNSF truck and trailer staging area. The vibration and noise from all of these operations
could negatively impact the site. Access — 261h Street is currently being extended to Bandini Boulevard,
however a major portion of the stations' service area is south of the Los Angeles River. Fire truck
response would have to pass through the heavily congested Atlantic/Bandini intersection. The raised
median in Bandini Boulevard would have to be modified to allow fire vehicles to traverse the median, but
still prevent left hand turn movements across from Ayers Avenue to Bandini Boulevard. Of the three
sites under consideration the Ayers site would have the worse response time. Risk of Upset — the site is
relatively close to Clorox, a manufacturer of bleach. Chlorine gas, a highly toxic substance, is utilized in
the manufacturing of bleach. In addition tanker cars of ha7ardous materials are stored in the Hobart yard.
A leak or spill at Clorox could cause the station and Emergency Operations Center to be evacuated.
Size - the site is of adequate size for the project and would allow for two stations north of the Los Angeles
River. In a catastrophic event where all bridges in the City were to collapse, the area north of the Los
Angeles River would be served by two stations, however only approximately 30% of the City's
geographical area is north of the Los Angeles River and could result in a disproportionate share of
stations serving the area.
The District Boulevard site (Figure 3), referred hereafter as the District site, is part of the
Thermador property and located generally at the southeast corner of Atlantic and District Boulevards.
The proposed station would be located on District Boulevard approximately 850 feet east of Atlantic
Boulevard and would be approximately 1.95 acres in size. District Boulevard is relatively lightly traveled
and therefore impacts from noise, vibration or adverse air quality conditions are minimal in this area. The
site provides excellent access to the southeast quadrant of the City. The City purchased the site recently
as part of its economic development program. The City is currently in escrow with a developer to
establish a data center on a portion of the site. The portion of the site that the station is proposed to
construct on is excess land to the data center and could be designated for City use. The site nearly meets
the target site size of two (2) acres. The site is in a liquefaction zone, but groundwater is relatively deep
in this area and therefore concerns from liquefaction are minimal and in any case engineering designs
could be incorporated to eliminate any concerns. The site adjoins the Los Angeles River. Studies have
been conducted and have determined that the site does not reside in the 100-year flood plain but is
susceptible to flooding in a 500 year flood (a storm occurring once every 500 years) or if an upstream
darn fails. The likelihood of either event is remote. In addition the site adjoins a lightly traveled rail spur
track allowing for an opportunity to train on railroad incidents at the site.
SITE RANKINGS
Bandini Site
Ayers Site
District Site
Response Time to
Service Area'
4
6
2
Vibration and Noise
3
2
1
Site Size
3
1
1
Risk of Upset
1
3
2
Air Quality
2
3
1
Site Visibility'
1
3
3
Total Score
14
18
10
— weighted double due to the importance factor of response time.
Z — the site size of both the District site and the Ayers site are equal.
3 — the site visibility of the District site and the Ayers site are equal.
Conclusion
The District Boulevard site is the preferred location for the Fire Station, fire administrative
headquarters and emergency operations center. All sites are equally remote from the Vernon City Hall
complex which would serve as the back up location for the Emergency Operations Center. Due to
distance between the facilities the likelihood that both the City Hall site and the proposed emergency
operations center location would be inhabitable during a catastrophic event is relatively low. In regards to
fire response times the District Boulevard site ranks first due to its proximity to the southeastern area of
the City. The District Boulevard site is also the least likely to be impacted by adverse environmental
conditions. Based on these factors it is recommended that Fire Station No. 4 be constructed on the
District Boulevard site.
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EXHIBIT
REQUEST FOR PROPOSALS
ARCHITECTURAL SERVICES FOR
I THE CONSTRUCTION OF
FIRE STATION NO.4
JULY 2007
CONEVIUNITY SERVICES & WATER DEPARTMENT
4305 SANTA FE AVENUE
VERNON, CALIFORNIA 90058
(323) 583-8811
REQUEST FOR PROPOSALS
Architectural Services for the Construction of Fire Station No. 4
I. Invitation for Proposal
The City of Vernon is soliciting proposals from qualified firms for architectural services to
prepare plans and specifications for the construction of Fire Station No. 4.
Interested firms shall submit six (b) copies of the proposal no later than 3:00 PM on September
27, 2007 to the following person and address:
Samuel Kevin Wilson
Director of Community Services and Water
City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
II. PROSECT BACKGROUND
The City of Vernon is primarily an industrial city located approximately five miles southeast of
downtown Los Angeles. The City has a small residential population, but is home to 1,200 businesses
employing 55,000 people. Vernon was incorporated in 1905 and consists of five square miles.
This project consists of the construction of Fire Station No. 4 located on District Boulevard. The
station will include the City's Fire Department Administrative Offices and an Emergency Operations
Center.
The project generally involves the design of an architecturally pleasing but functional station
approximately 13,000 square feet in size. The design shall include:
♦ Interior living and office spaces.
♦ Apparatus bay area.
♦ Multi -purpose room that can function as an emergency operations center or training room.
♦ Station generator, mechanical, and shop workroom areas.
♦ Mechanical systems such as IIVAC water heating and distribution and fueling area.
♦ Landscape design.
For a more detailed description, see Appendix "A" Scope of Work.
III. GENERAL SCOPE OF WORK
♦ Construction documents for a new station.
♦ Architectural design.
♦ Structural engineering.
♦ Selection of finishes and fixtures.
♦ Electrical engineering.
♦ Mechanical and Plumbing Engineering.
♦ Landscape designs,
♦ Processing of building permits.
♦ Construction Administration.
Page I of 3
Meetings
Introductory Meeting — City and Consultant will introduce key project personnel, review Consultant's
approach to the project, and review project work schedule.
Progress and Status Meetinis — Consultant shall meet with City staff and submit progress reports as
necessary to evaluate the progress and status of the project, but not less than monthly.
Other Mectinas — The Consultant shall be responsible for meeting with other involved parties that may
have pertinent information related to this project.
IV. GENERAL REQUIREMENTS
The City intends to award the services associated with this project to one firm. A single Project
Manager will be designated by the consulting fine who has the experience and the responsibility to lead
and coordinate all consultant services related to the project through the planning, design, and construction
phases (if included in the contract). This individual shall be the day to day liaison with City
representatives in administering and advancing the project through its various phases.
All approved plans shall be provided to the City on compact disks in AutoCAD format as well as
on "D" size Mylar. All other approved documents, including technical specifications shall be provided on
disks in Word format. Project scheduling shall be. provided in Microsoft Projects.
V. CONTENTS OF PROPOSAL
1. Consultant Identification and Organization Chart
The proposal shall identify the prime consultant and any sub -consultants, including the name,
address, telephone and facsimile numbers of the firm(s). The list shall also indicate whether each firm is
a corporation, joint venture, partnership, or sole proprietorship. The proposal shall include an
organization chart showing relationship of all sub -consultants, if any, to the prime consultant and with
each other. The names of all key personnel that will be assigned to perform the work shall be indicated
on the organization chart.
2. Project Schedule
project. The proposal shall include a schedule to establish a completion date for various tasks of the
3. Consulting Services Contract
A sample of the City's Services Agreement and Insurance Requirements the successful proposer
will be required to enter into with the City is attached hereto as Appendix "C". Proposers are strongly
advised to review all the terms and conditions of the sample contract. If proposer takes exception to any
provision of the attached sample contract, the proposer must specify each exception and give a detailed
statement of why he takes exception to each certain provision stated in the sample contract. The extent to
which the proposer takes exception to the City's contract will be considered and evaluated in the contract
award. Submission of the proposing firm's standard contract, as a part of the proposal will not be
accepted.
Page 2 of 3
4. General
♦ Understanding of and approach to project.
♦ Experience with similar projects completed in last three to five years.
♦ Qualifications of firm members and their time commitment to this project.
♦ Detailed scope of work.
♦ Schedule
♦ Limit proposal to a maximum of thirty (30) pages, single sided.
5. Architectural Fee
Submit the architectural fee proposal in a separate sealed envelope marked as "Cost Proposal"
with the name of the firm and the name of the project.
Vl. SELECTION PROCESS
The evaluation process will consist of a review of the written proposal documents to determine if
eac1, proposal contains all the required information listed in the Request for Proposal. Proposals that do
not contain all the required information may be deemed non -responsive and will be eliminated from
further consideration. A selection panel will rate and rank the proposals based on the evaluation sheet
shown in the attached hereto as Appendix `B".
1. Proposal Preparation and Contractual Obligations
Any costs incurred by the proposer regarding this Request for Proposal are the sole responsibility
of the proposer. The contents of the Proposal and Request for Proposal may become contractual
obligations. An official authorized to bind the proposing firm into a contract with the City shall sign the
proposal.
2. Reservations
The City reserves the right to reject any or all proposals and/or any or all items therein, and to
waive any non -conformity of proposals with this Request for Proposals, whether of a technical or
substantive nature, to the best interest of the City. The City further reserves the right to negotiate the
scope of work and professional service fees and enter into a contract with the successful proposer for any
or all of the work identified.
Questions and Inquiries
All questions regarding this Request for Proposal should be directed in writing to the person
listed below:
Samuel Kevin Wilson
Director of Community Services & Water
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
E-mail: kwilson@ci.vemon.ca.us
Telephone: (323) 583-881.1 extension 258
Fax: (323) 826-1435
Page 3 of 3
APPENDIX "A"
SCOPE OF WORK
FIRE STATION NO.4
Preparation of plans and specifications for a state of the art fire station, fire administration
headquarters and emergency operations center. The design shall include complete compliance with all
federal, state and local laws and codes including NPDES and AQMD requirements. The scope of the
project shall include but not be limited to the following:
Exterior
♦ Design of an architecturally pleasing structure which shall be developed in concert with its
industrial surroundings.
♦ Landscape with irrigation system and hardscape designs including an outdoor patio and
monument sign.
♦ Grading and paving design.
♦ Storage area for sand, gravel and other stock pile materials
♦ Outdoor lighting
♦ Outdoor speaker system for paging and fire alert
♦ Flag poles
♦ IIose tower design
♦ Fueling area with canopy
♦ Trash enclosure
♦ Vehicle washdown area
♦ Emergency generator
♦ Secured fencing (block wall) for perimeter of property with remote operated electronic gate
♦ Security cameras and monitoring system
Apparatus Room
♦ Apparatus room shall have a three bay two deep apparatus floor
♦ Vehicle exhaust system
♦ Compressor with pre -plumbed air lines and water lines
♦ Floor drainage system
♦ Locker and hose rack systems
♦ Electrical reel drops for charging of apparatus and equipment
Apparatus Work Rooms and Mechanical Room
♦ Work bench area with storage
♦ Wash down sink/decontamination area
♦ Locker area
♦ Hose storage
♦ Mechanical room with equipment as necessary
♦ Turnout lockers shall be a separate room off apparatus floor and not in mechanical room
Page ] of 2
Fire Department Administrative Headquarters
♦ Fire Chief's office
♦ Three offices for administrative personnel
♦ Two cubicles for clerical personnel
♦ File Room
♦ Copy/Work Room
♦ Note; The fire administrative headquarters will share conference, restroom and kitchen facilities
with the emergency operations center.
Emereency Operations Center (EOCI
♦ A large tiered multi -functional room with built-in audio visual components that can be used as a
training room and as an EOC in time of emergency accommodating 25 personnel
♦ Back-up Dispatch and Communication room large enough to accommodate 3 work stations
♦ Conference rooms and or separate work areas
♦ Food and shelter supply storage rooms
♦ Separate restrooms facilities
♦ Server room
♦ Radio room with an outdoor grounded antenna
♦ All rooms to be wired for computers, radios, phones and AN systems on backup emergency
power
♦ Provide separate access doors or stairway if necded
♦ Kitchen and dining area
♦ Sleeping quarters to accommodate four personnel
Office and Dormitory Desien
♦ An office for station administrative functions
♦ The station shall have individual living quarters for eight firemen including an individual captain'
quarters. Separate shower and toilet facilities shall be provided.
♦ Physical fitness work-out room
Fire Alert Systcm compatible with the current system
Kitchen -Lounge and Dinine Areas
♦ Fully equipped kitchen with commercial appliances. Dining and lounge areas to accommodate 10
people.
Field Crews Restrooms
♦ Accessible restrooms possibly shared with the EOC that can be utilized by City field crews
including police and public works departments without having to access the fire station.
Page 2 of 2
APPENDIX "B"
EVALUATION FORM
(A)
(B)
(A)X(B)
CRITERIA
WEIGHT
SCORE
WEIGHTED
(0-10)
SCORE
1. PROJECT MANAGER
♦ Qualifications and Relevant Experience
♦ Unique Qualifications for this Project
2.0
♦ Time Commitment for this Project
2. PROJECT TEAM
♦ Qualifications and Relevant Individual Experience
♦ Unique Qualifications of key Members for this Project
♦ Time Commitment of Key members
♦ Organization Chart
3.0
3. FIRMS CAPABILITIES
♦ Demonstrated Capability on Similar Recent Projects
♦ Management and Organization Capabilities
2.0
4. PROJECT UNDERSTANDING AND APPROACHING
♦ Demonstrated Knowledge of the Work Required
♦ Knowledge of State and Local Procedures
♦ Management Plan for Timely Completion
♦ Ability and Willingness to Respond Timely to
3.0
City Requirements
♦ Ability to Interface with other City Consultants, Public
Agencies, Contractors, and Private Owners
TOTAL
10.0
Page 1 of 2
Appendix "B" (Continued)
SCORING SYSTEM
POINTS
DEFINITION
0
FAIL — Category Evaluated Non -Responsive
1-4
BELOW AVERAGE —Responses Minimally Acceptable
5
AVERAGE — Qualifications Fully Satisfy Requirements
6-9
ABOVE AVERAGE — Qualifications More Than Satisfy
Requirements
10
EXCELLENT — Qualifications Far Exceed Requirements
Page 2 of 2
APPENDIX "C"
SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the original hereof for all purposes, as of
this _ day of 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 Fc Avenue
AND Vernon, California 90058
***
hereinafter referred to as the "Contractor"
RECITALS
WHEREAS, the City has determined to retain the services of an independent contractor
to perform ***; and
WHEREAS, Contractor has prepared a proposal dated 2007
for the Services relating to , a copy of which is attached hereto as Exhibit _ and
incorporated by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor,
materials and expertise necessary to perform the Services that the City requires, as set forth in this
Agreement, and is willing to do so on the terms and conditions set forth below; and
WHEREAS,
acceptable to the City; and
forth below.
have been bid, and Contractor's cost proposal is
WHEREAS, the City desires to enter into an agreement with Contractor to provide the
services on a contract basis as defined in the terms and conditions set
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
1.01. This Agreement will become effective on , 2007, and will continue in
effect for ***.
Page 1 of 13
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Services Agreement or Contract which
includes the Contract Documents attached. The Agreement constitutes the entire
Agreement between the parties relating to its subject matter.
B. "City" shall mean the City of Vernon, California, the entity which has executed the
Agreement and, where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
C. "Contractor" shall mean and, where applicable, its affiliated
companies, and its officers, directors, employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may
have, but not necessarily, preceded execution of the Agreement, and 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 Sections 4.01
and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of
costs incurred by Contractor or simply for the payment of a lump sum of money, it is
intended to be the full and complete payment for satisfactory completion 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:
1. Information which, at the time of disclosure hereunder, is in the public domain;
2. Information which, after disclosure hereunder, enters the public domain, except
where such entry is the result of Contractor's, or any entity within Contractor's
control, breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in Contractor's
possession without limitation regarding disclosure to others; or
Page 2 of 13
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 services performed by Contractor as more
. specifically delineated in Section 3 below.
SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR
3.01. Contractor agrees to perform * * *
Specific Services
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 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
shall end when Contractor has completed the Work described in Section 3.01 of this Agreement,
unless this Agreement is otherwise terminated according to Section 6 of this Agreement.
Method of Performing Services
3.05. Contractor will determine the method, details, and means of performing the above -described
Services.
Status of Contractor
3.06. Contractor enters into this Agreement, and will remain throughout the tern 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
Page 3 of 13
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.
3.07. 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
3.08. 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.
3.09. 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.
3.10. Since Contractor is not an employee of City, Contractor is not eligible for and shall not
participate in any employee benefit of City, including pension, health or other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in Paragraph 3.01,
City agrees to pay Contractor the amount of *** Dollars
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation
due Contractor for the Services and any and all of Contractor's obligations hereunder. The
Contract Price includes without limitation compensation for applicable taxes, customs duties,
fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not
subject to escalation for any reason, except as expressly provided for in this Agreement. No
adjustments in compensation shall be made as a result of changes in the value of any currency.
The Contract price shall only be adjusted by formal, written Change Order or amendment to this
Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in
this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer
Price Index (all Urban Consumers) for the Los Angeles -Riverside -Orange County area for the
twelve (12) month period prior to the beginning of each extension.
Payment of Compensation
4.03. For Services rendered udder Paragraph 3.01 of this Agreement, City agrees to pay Contractor the
sum set forth in Paragraph 4.01 of this Agreement on completion of * * * and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City requirements.
Page 4 of 13
4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses
may only be billed if advance written approval has been obtained from the City Administrator.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be established
verbally, and shall be established by a written change order signed by City as described in
Sections 3.04 and 3.05 of this Agreement. Compensation adjustments in each such change order
shall be established by one or more of the following bases, as determined by City: (a) a lump sum
price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the
parties. Once established, the amount of the compensation due Contractor or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value of any
currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards &
Details for all Work performed. Substandard Work, as determined solely by the City, shall be
redone at the expense of the Contractor.
5.02. Contractor is responsible for damage resulting from performing repair and clean up of the
effected area.
5.03. Contractor will perform the services under this Agreement on City's Premises during regular
business hours or as directed by City.
Tools, Materials, and Equipment
5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the
Services under this Agreement.
Liability Insurance
5.05. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the
duration of this Agreement, obtain and maintain at its own expense, those minima n 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.
5.06. The insurance coverage as listed herein shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City all the rights and privileges of an additional insured.
Page 5of13
5.07. 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.
5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as
specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy;
1. Workers Compensation within the statutory limits, including occupational illness or
disease coverage in accordance with the laws of the nation, state, territory, or province
exercising jurisdiction over Contractor's employees. Workers Compensation and
Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence.
Contractor further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's employees or agents.
2. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $2,000,000 per occurrence.
3. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
4. Professional Liability Insurance with limits of $2,000,000.
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.
Pagc 6 of 13
5.11. Contractor represents that it has the qualifications and skills necessary to perform the Work under
this Agreement in a competent, professional manner, without the advice or direction of City. This
means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the
Services required under this Agreement constitutes a material breach of the Agreement.
5.12. Contractor declares and states that it has complied with and will continue to comply with all
federal, state and local laws regarding business permits and licenses that may be required to carry
out the Services to be performed under this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach
by Contractor of any representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and employees.
5.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or
subcontracted without the prior written consent of City. Any assignment or delegation or
subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City
shall not relieve Contractor of responsibility for performance of Contractor's obligations
hereunder. City may assign all or any part of this Agreement at any time effective immediately
upon written notification to Contractor.
Work Injury
5.15. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents,
representatives or other personnel shall be and remain the responsibility of Contractor. City's
first aid facilities, if any, however, will be made available to Contractor's employees in
emergency cases which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of
action, claim, liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents,
representatives or other personnel, or out of the failure to furnish such facilities or assistance.
Records, Inspection and Audit
5.16. During the course of Work being performed, Contractor and any of its subcontractors, shall
maintain and retain, not less than three (3) years after completion thereof, complete and accurate
records of the Contractor's costs which are chargeable to the City under this Agreement. City or
its designated, authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records to be maintained
and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's
employees working full or part time on the Work; (b) invoices for purchases, receiving and
issuing documents, and all the other unit -inventory records for the Contractor's stores, stock or
capital items; (c) paid invoices and canceled checks for material purchased and for the
subcontractor's and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
Page 7of13
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 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
5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using
any Confidential or Proprietary Information except in connection with the Work or from
disclosing it to any third party other than to employees of Contractor who require it in
performance of the Work and except to such other third persons as City may authorize in writing.
If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter
into with said party a confidentiality agreement containing provisions with respect to use and
disclosure of Proprietary Information substantially the same as those contained in this Agreement.
5.21. 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.
Page 8 of 13
Compliance with Authority
5.22. Contractor shall comply with all laws, regulations, executive orders and other applicable
requirements of any governmental agencies having jurisdiction including the Fair Labor
Standards Act, the Occupational Safety and Health Act and all those relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, or sexual orientation of any person.
5,23. Contractor shall make timely payment of all employment taxes and of all social security and other
contributions of every kind required to be made with respect to or measured by the wages and
salaries of persons employed by Contractor.
5.24. Contractor shall indemnify City against, and hold City harmless from, any liability or loss
including liability or loss from fines or penalties arising out of Contractor's failure to perform the
obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement.
Progress Reports
5.25. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide
reports or information concerning the Services being performed by Contractor under this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect
until the completion of the construction of Fire Station No. 4, in keeping with full performance of
the Services in accordance 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.
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.
Page 9 of 13
Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written consent.
Termination for Default
6.05. If Contractor defaults in the perfonnance of this Agreement or materially breaches any of its
provisions, City may terminate this Agreement by giving written notification to Contractor.
Termination will take effect immediately on receipt of notice by the breaching party or three (3)
days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material
breach of this Agreement includes, but is not limited to, the following:
A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 of this
Agreement; or
B. Contractor's material breach of any representation or provision contained in Section Five
(5) of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver
of any different or later breach; nor shall any delay or omission by either party to exercise any
right it may have hereunder operate as a waiver of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof
and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the Work,
Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the
Work or any other damages because of such termination or reduction.
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 (3rd) day after mailing, whichever occurs first.
Page 10 of 13
Contractor: City:
*** City of Vernon
Attn: *** Attn: Manuela Giron, City Clerk
4305 Santa Fe Avenue
* * * Vernon, CA 90058
Fax: *** Fax: 323-826-1438
Telephone: *** Telephone: 323-583-8811 ext 266
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written, between the patties
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 Exhibits _ and
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
Page I 1 of 13
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 following the date of the selection of the
last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be
confirmed as a judgment by the Superior Court of the State of California, subject only to
challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The
validity and enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party
shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be
set by the arbitrators and/or court in the same action or in a separate action brought for that
purpose, in addition to any other relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a
failure of performance shall be due to an uncontrollable force. The term "uncontrollable force"
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. The captions used in this Agreement are for convenience only and shall in no way define, limit or
describe the scope or intent of the Agreement or any part thereof.
Page 12 of 13
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below.
Executed at , California, on , 2007.
City:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff Harrison, City Attorney
Contractor:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Page 13 of 13
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SUPPORTING
DOCUMENTS
OF V
`JLVE'LY INOVr'4
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
R-5
TO: Eric Fresch, City Administrator APPROVED AUG 2 7 '07 CITY COUNCIL
FROM: Samuel Kevin Wilson, Director of Community Services & Wate 2 `E aD yet RtBUT10N
DATE: August 7, 2007 U f�
SUBJECT: FIRE STATION NO.4 - CONSTRUCTION
The City of Vernon is considering replacing Fire Station No. 4. In addition the City is proposing to
construct a new Emergency Operations Center and relocate the Fire Administrative Headquarters outside of the
City Hall complex. One building housing all three functions would be the most economic solution.
The Community Services Department has conducted a Site Feasibility Study for the location of the
proposed fire station/emergency operations center/administrative headquarters building. A copy of said Site
Feasibility Study is enclosed herewith. The conclusion of the study is that the City owned property located on
District Boulevard, specifically 5119 District Boulevard, the former Thermador site and is the preferred location
for the fire station, emergency operations center and administrative headquarters. The site is approximately 1.95
acres in size. The proposed building is estimated to be 13,000 square feet in size and cost $5.5 million.
It is hereby requested that City Council authorize the Community Services Department to issue a
Request for Proposals (RFP) for Architectural Services, also enclosed herewith. Five hundred and fifty
thousand dollars ($550,000) was budgeted for the architectural work in the 2007/2008 budget. The City
previously issued an RFP for architectural work for the fire station in 2006. At that time the City had narrowed
the field to three candidates. It is the departments' intent to only request proposals from these top three firms.
Please place this item on the next City Council agenda for consideration.
SK W/ca
Enclosures
c: Fire Chief
FIRE STATION NO. 4
SITE FEASIBILITY STUDY
AUGUST 2007
The Vernon Fire and Community Services Departments have reviewed potential sites for the
replacement of Fire Station No. 4 and the placement of the City's Fire Administrative Headquarters and
Emergency Operations Center.
Three sites were contemplated for consideration given the rather limited availability of land in the
area. The sites considered are the existing Fire Station No. 4 site on Bandini Boulevard; a portion of the
BNSF yard located at the southeast corner of 26`h Street and Ayers Avenue, and; a portion of the former
Thermador property located on District Boulevard. Factors that were considered in the site decision
included both response time and environmental factors.
The existing fire station site on Bandini Boulevard (Figure 1), referred hereafter as the Bandini
site, is surrounded on two sides by an adjoining property currently owned by the City and leased to a
trucking company. The two sites combined would be approximately 1.25 acres in size. Concerns with
the site include: Access — many times access in and out of the site is blocked by heavy traffic on Bandini
Boulevard, negatively impacting response time; Noise — the site is located adjacent to the I-710
Freeway/Bandini Boulevard off -ramp. The intersection is heavily traveled by trucks. Noise from these
trucks occur at all times of the day, adversely impacting sleep patterns of the stations occupants. Size —
the site is significantly smaller than the target site size of 2 acres. Air quali — trucks often idle and
accelerate on both Bandini Boulevard and the I-710 off -ramp. Pollution generated from these trucks
could adversely impact the long term health of the station occupants. GeoloQv — the station would more
than likely be constructed over fill area. This property was previously excavated to a depth of 60 feet as
part of a remediation effort to remove contaminated soil from a leaking fuel tank. An extensive soils
review would have to be made to determine if the fill was properly placed and compacted and if
foundation systems would have to be substantially modified to carry the weight of an essential services
facility. The site is in a liquefaction zone, but groundwater is relatively deep in this area and therefore
concerns from liquefaction are minimal and in any case engineering designs could be incorporated to
eliminate any concerns. The positive aspect of the site is its proximity to the freeway and would it would
allow two stations north of the Los Angeles River.
The BNSF Railway property (Figure 2), located at the southeast corner of Ayers Avenue and 261'
Street, hereinafter referred to as the Ayers site would be approximately 2 acres in size. The railroad has
agreed to enter into discussions with the City on the possibility of a purchase of a portion of their
property. hi return the City may have to make some concessions to allow the railroad to improve its
properties, access and/or truck and train movements. Negotiations could take some time and in the end
could prove unsuccessful. The City will have to pay market rates for the property, condemnation against
the railroad may be an option but success is not guaranteed given federal preemption rights the railroad
have. Other concerns include: Air quali — a recent report showed an increase in cancer risk for
individuals residing near rail yards due to locomotive diesel exhaust. Vibration and Noise — the site is
located near mainline railroad tracks. These tracks are heavily traveled both by passenger and freight
trains. In addition trains are routinely switched on the adjoining Hobart yards. Lastly, the site would be
adjoined by a BNSF truck and trailer staging area. The vibration and noise from all of these operations
could negatively impact the site. Access — 26`h Street is currently being extended to Bandini Boulevard,
however a major portion of the stations' service area is south of the Los Angeles River. Fire truck
response would have to pass through the heavily congested Atlantic/Bandini intersection. The raised
median in Bandini Boulevard would have to be modified to allow fire vehicles to traverse the median, but
still prevent left hand turn movements across from Ayers Avenue to Bandini Boulevard. Of the three
sites under consideration the Ayers site would have the worse response time. Risk of Upset — the site is
relatively close to Clorox, a manufacturer of bleach. Chlorine gas, a highly toxic substance, is utilized in
the manufacturing of bleach. In addition tanker cars of hazardous materials are stored in the Hobart yard.
A leak or spill at Clorox could cause the station and Emergency Operations Center to be evacuated.
Size - the site is of adequate size for the project and would allow for two stations north of the Los Angeles
River. In a catastrophic event where all bridges in the City were to collapse, the area north of the Los
Angeles River would be served by two stations, however only approximately 30% of the City's
geographical area is north of the Los Angeles River and could result in a disproportionate share of
stations serving the area.
The District Boulevard site (Figure 3), referred hereafter as the District site, is part of the
Thermador property and located generally at the southeast corner of Atlantic and District Boulevards.
The proposed station would be located on District Boulevard approximately 850 feet east of Atlantic
Boulevard and would be approximately 1.95 acres in size. District Boulevard is relatively lightly traveled
and therefore impacts from noise, vibration or adverse air quality conditions are minimal in this area. The
site provides excellent access to the southeast quadrant of the City. The City purchased the site recently
as part of its economic development program. The City is currently in escrow with a developer to
establish a data center on a portion of the site. The portion of the site that the station is proposed to
construct on is excess land to the data center and could be designated for City use. The site nearly meets
the target site size of two (2) acres. The site is in a liquefaction zone, but groundwater is relatively deep
in this area and therefore concerns from liquefaction are minimal and in any case engineering designs
could be incorporated to eliminate any concerns. The site adjoins the Los Angeles River. Studies have
been conducted and have determined that the site does not reside in the 100-year flood plain but is
susceptible to flooding in a 500 year flood (a storm occurring once every 500 years) or if an upstream
dam fails. The likelihood of either event is remote. In addition the site adjoins a lightly traveled rail spur
track allowing for an opportunity to train on railroad incidents at the site.
SITE RANKINGS
Bandini Site
Ayers Site
District Site
Response Time to
Service Area'
4
6
2
Vibration and Noise
3
2
1
Site Size 2
3
1
1
Risk of Upset
1
3
2
Air Quality_
2
3
1
Site Visibility
1
3
3
Total Score
14
18
10
' — weighted double due to the importance factor of response time.
2 — the site size of both the District site and the Ayers site are equal.
s — the site visibility of the District site and the Ayers site are equal.
Conclusion
The District Boulevard site is the preferred location for the Fire Station, fire administrative
headquarters and emergency operations center. All sites are equally remote from the Vernon City Hall
complex which would serve as the back up location for the Emergency Operations Center. Due to
distance between the facilities the likelihood that both the City Hall site and the proposed emergency
operations center location would be inhabitable during a catastrophic event is relatively low. In regards to
fire response times the District Boulevard site ranks first due to its proximity to the southeastern area of
the City. The District Boulevard site is also the least likely to be impacted by adverse environmental
conditions. Based on these factors it is recommended that Fire Station No. 4 be constructed on the
District Boulevard site.
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FIGURE 2
Ayers Site 150ft
N CityGis
Copyright @ 2006 AN Rights Reserved. The information contained herein is the proprietary property of the
contributor supplied under license and may not be approved exrept as licensed by Digital Map Products.
http://maps.digitalmapcentral.com/production/CityGIS/vO7_O1_034/indexA.html 8/7/2007
Page 1 of 1
FIGURE 3
" District Site 200ft
N CityGIS
Copyright 0 2006 AN Rights Reserved. The information contained herein is the proprietary property of the
contributor supplied under license and may not be approved except as licensed by Digital Map Products.
http://maps.digitalmapcentral.com/production/CityGIS/vO7_Ol_O34/indexA.html 8/2/2007
REQUEST FOR PROPOSALS
ARCHITECTURAL SERVICES FOR
THE CONSTRUCTION OF
FIRE STATION NO.4
JULY 2007
COMMUNITY SERVICES & WATER DEPARTMENT
4305 SANTA FE AVENUE
VERNON, CALIFORNIA 90058
(323) 583-8811
REQUEST FOR PROPOSALS
Architectural Services for the Construction of Fire Station No. 4
I. Invitation for Proposal
The City of Vernon is soliciting proposals from qualified firms for architectural services to
prepare plans and specifications for the construction of Fire Station No. 4.
Interested firms shall submit six (6) copies of the proposal no later than 3:00 PM on September
27, 2007 to the following person and address:
Samuel Kevin Wilson
Director of Community Services and Water
City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
II. PROJECT BACKGROUND
The City of Vernon is primarily an industrial city located approximately five miles southeast of
downtown Los Angeles. The City has a small residential population, but is home to 1,200 businesses
employing 55,000 people. Vernon was incorporated in 1905 and consists of five square miles.
This project consists of the construction of Fire Station No. 4 located on District Boulevard. The
station will include the City's Fire Department Administrative Offices and an Emergency Operations
Center.
The project generally involves the design of an architecturally pleasing but functional station
approximately 13,000 square feet in size. The design shall include:
♦ Interior living and office spaces.
♦ Apparatus bay area.
♦ Multi -purpose room that can function as an emergency operations center or training room.
♦ Station generator, mechanical, and shop workroom areas.
♦ Mechanical systems such as HVAC water heating and distribution and fueling area.
♦ Landscape design.
For a more detailed description, see Appendix "A" Scope of Work.
III. GENERAL SCOPE OF WORK
♦ Construction documents for a new station.
♦ Architectural design.
♦ Structural engineering.
♦ Selection of finishes and fixtures.
♦ Electrical engineering.
♦ Mechanical and Plumbing Engineering.
♦ Landscape designs.
♦ Processing of building permits.
♦ Construction Administration.
Page 1 of 3
Meetings
Introductory Meetin — City and Consultant will introduce key project personnel, review Consultant's
approach to the project, and review project work schedule.
Progress and Status Meetings — Consultant shall meet with City staff and submit progress reports as
necessary to evaluate the progress and status of the project, but not less than monthly.
Other Meetings — The Consultant shall be responsible for meeting with other involved parties that may
have pertinent information related to this project.
IV. GENERAL REQUIREMENTS
The City intends to award the services associated with this project to one firm. A single Project
Manager will be designated by the consulting firm who has the experience and the responsibility to lead
and coordinate all consultant services related to the project through the planning, design, and construction
phases (if included in the contract). This individual shall be the day to day liaison with City
representatives in administering and advancing the project through its various phases.
All approved plans shall be provided to the City on compact disks in AutoCAD format as well as
on "D" size Mylar. All other approved documents, including technical specifications shall be provided on
disks in Word format. Project scheduling shall be provided in Microsoft Projects.
V. CONTENTS OF PROPOSAL
1. Consultant Identification and Organization Chart
The proposal shall identify the prime consultant and any sub -consultants, including the name,
address, telephone and facsimile numbers of the firm(s). The list shall also indicate whether each firm is
a corporation, joint venture, partnership, or sole proprietorship. The proposal shall include an
organization chart showing relationship of all sub -consultants, if any, to the prime consultant and with
each other. The names of all key personnel that will be assigned to perform the work shall be indicated
on the organization chart.
2. Project Schedule
project. The proposal shall include a schedule to establish a completion date for various tasks of the
3. Consulting Services Contract
A sample of the City's Services Agreement and Insurance Requirements the successful proposer
will be required to enter into with the City is attached hereto as Appendix "C". Proposers are strongly
advised to review all the terms and conditions of the sample contract. If proposer takes exception to any
provision of the attached sample contract, the proposer must specify each exception and give a detailed
statement of why he takes exception to each certain provision stated in the sample contract. The extent to
which the proposer takes exception to the City's contract will be considered and evaluated in the contract
award. Submission of the proposing firm's standard contract, as a part of the proposal will not be
accepted.
Page 2of3
4. General
♦ Understanding of and approach to project.
♦ Experience with similar projects completed in last three to five years.
♦ Qualifications of firm members and their time commitment to this project.
♦ Detailed scope of work.
♦ Schedule
♦ Limit proposal to a maximum of thirty (30) pages, single sided.
5. Architectural Fee
Submit the architectural fee proposal in a separate sealed envelope marked as "Cost Proposal"
with the name of the firm and the name of the project.
VI. SELECTION PROCESS
The evaluation process will consist of a review of the written proposal documents to determine if
each proposal contains all the required information listed in the Request for Proposal. Proposals that do
not contain all the required information may be deemed non -responsive and will be eliminated from
further consideration. A selection panel will rate and rank the proposals based on the evaluation sheet
shown in the attached hereto as Appendix `B".
1. Proposal Preparation and Contractual Obligations
Any costs incurred by the proposer regarding this Request for Proposal are the sole responsibility
of the proposer. The contents of the Proposal and Request for Proposal may become contractual
obligations. An official authorized to bind the proposing firm into a contract with the City shall sign the
proposal.
2. Reservations
The City reserves the right to reject any or all proposals and/or any or all items therein, and to
waive any non -conformity of proposals with this Request for Proposals, whether of a technical or
substantive nature, to the best interest of the City. The City further reserves the right to negotiate the
scope of work and professional service fees and enter into a contract with the successful proposer for any
or all of the work identified.
3. Questions and Inquiries
All questions regarding this Request for Proposal should be directed in writing to the person
listed below:
Samuel Kevin Wilson
Director of Community Services & Water
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
E-mail: kwilson@ci.vemon.ca.us
Telephone: (323) 583-8811 extension 258
Fax: (323) 826-1435
Page 3 of 3
APPENDIX "A"
SCOPE OF WORK
FIRE STATION NO.4
Preparation of plans and specifications for a state of the art fire station, fire administration
headquarters and emergency operations center. The design shall include complete compliance with all
federal, state and local laws and codes including NPDES and AQMD requirements. The scope of the
project shall include but not be limited to the following:
Exterior
♦ Design of an architecturally pleasing structure which shall be developed in concert with its
industrial surroundings.
♦ Landscape with irrigation system and hardscape designs including an outdoor patio and
monument sign.
♦ Grading and paving design.
♦ Storage area for sand, gravel and other stock pile materials
♦ Outdoor lighting
♦ Outdoor speaker system for paging and fire alert
♦ Flag poles
♦ Hose tower design
♦ Fueling area with canopy
♦ Trash enclosure
♦ Vehicle washdown area
♦ Emergency generator
♦ Secured fencing (block wall) for perimeter of property with remote operated electronic gate
♦ Security cameras and monitoring system
Apparatus Room
♦ Apparatus room shall have a three bay two deep apparatus floor
♦ Vehicle exhaust system
♦ Compressor with pre -plumbed air lines and water lines
♦ Floor drainage system
♦ Locker and hose rack systems
♦ Electrical reel drops for charging of apparatus and equipment
Apparatus Work Rooms and Mechanical Room
♦ Work bench area with storage
♦ Wash down sink/decontamination area
♦ Locker area
♦ Hose storage
♦ Mechanical room with equipment as necessary
♦ Turnout lockers shall be a separate room off apparatus floor and not in mechanical room
Page 1 of 2
Fire Department Administrative Headquarters
♦ Fire Chief s office
♦ Three offices for administrative personnel
♦ Two cubicles for clerical personnel
♦ File Room
♦ Copy/Work Room
♦ Note: The fire administrative headquarters will share conference, restroom and kitchen facilities
with the emergency operations center.
Emergency Operations Center (EOC)
♦ A large tiered multi -functional room with built-in audio visual components that can be used as a
training room and as an EOC in time of emergency accommodating 25 personnel
♦ Back-up Dispatch and Communication room large enough to accommodate 3 work stations
♦ Conference rooms and or separate work areas
♦ Food and shelter supply storage rooms
♦ Separate restrooms facilities
♦ Server room
♦ Radio room with an outdoor grounded antenna
♦ All rooms to be wired for computers, radios, phones and AN systems on backup emergency
power
♦ Provide separate access doors or stairway if needed
♦ Kitchen and dining area
♦ Sleeping quarters to accommodate four personnel
Office and Dormitory Desilln
♦ An office for station administrative functions
♦ The station shall have individual living quarters for eight firemen including an individual captain'
quarters. Separate shower and toilet facilities shall be provided.
♦ Physical fitness work-out room
Fire Alert Svstem compatible with the current system
Kitchen -Lounge and Dining Areas
♦ Fully equipped kitchen with commercial appliances. Dining and lounge areas to accommodate 10
people.
Field Crews Restrooms
♦ Accessible restrooms possibly shared with the EOC that can be utilized by City field crews
including police and public works departments without having to access the fire station.
Page 2 of 2
APPENDIX "B"
EVALUATION FORM
CRITERIA
(A)
WEIGHT
(B) (A)X(B)
SCORE WEIGHTED
(0-10) SCORE
1. PROJECT MANAGER
♦ Qualifications and Relevant Experience
♦ Unique Qualifications for this Project
2.0
♦ Time Commitment for this Project
2. PROJECT TEAM
♦ Qualifications and Relevant Individual Experience
♦ Unique Qualifications of key Members for this Project
♦ Time Commitment of Key members
♦ Organization Chart
3.0
3. FIRMS CAPABILITIES
♦ Demonstrated Capability on Similar Recent Projects
♦ Management and Organization Capabilities
2.0
4. PROJECT UNDERSTANDING AND APPROACHING
♦ Demonstrated Knowledge of the Work Required
♦ Knowledge of State and Local Procedures
♦ Management Plan for Timely Completion
♦ Ability and Willingness to Respond Timely to
3.0
City Requirements
♦ Ability to Interface with other City Consultants, Public
Agencies, Contractors, and Private Owners
TOTAL
10.0
Page 1 of 2
Appendix "B" (Continued)
SCORING SYSTEM
POINTS
DEFINITION
0
FAIL — Category Evaluated Non -Responsive
1-4
BELOW AVERAGE — Responses Minimally Acceptable
5
AVERAGE — Qualifications Fully Satisfy Requirements
6-9
ABOVE AVERAGE — Qualifications More Than Satisfy
Requirements
10
EXCELLENT — Qualifications Far Exceed Requirements
Page 2 of 2
APPENDIX "C"
SERVICES AGREEMENT
This AGREEMENT ("Agreement") is made, entered into and executed in duplicate
originals, either copy of which may be considered and used as the original hereof for all purposes, as of
this _ day of , 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
AND Vernon, California 90058
***
hereinafter referred to as the "Contractor"
***
***
RECITALS
WHEREAS, the City has determined to retain the services of an independent contractor
to perform ***; and
WHEREAS, Contractor has prepared a proposal dated 2007
for the Services relating to , a copy of which is attached hereto as Exhibit _ and
incorporated by this reference (the "Proposal"); and
WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor,
materials and expertise necessary to perform the Services that the City requires, as set forth in this
Agreement, and is willing to do so on the terms and conditions set forth below; and
WHEREAS,
acceptable to the City; and
forth below.
1.01
have been bid, and Contractor's cost proposal is
WHEREAS, the City desires to enter into an agreement with Contractor to provide the
services on a contract basis as defined in the terms and conditions set
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. TERM OF CONTRACT
This Agreement will become effective on , 2007, and will continue in
effect for ***.
Page 1 of 13
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Services Agreement or Contract which
includes the Contract Documents attached. The Agreement constitutes the entire
Agreement between the parties relating to its subject matter.
B. "City" shall mean the City of Vernon, California, the entity which has executed the
Agreement and, where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
C. "Contractor" shall mean and, where applicable, its affiliated
companies, and its officers, directors, employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may
have, but not necessarily, preceded execution of the Agreement, and 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 Sections 4.01
and 4.02 of this Agreement. Whether it expressly provides for the reimbursement of
costs incurred by Contractor or simply for the payment of a lump sum of money, it is
intended to be the full and complete payment for satisfactory completion 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:
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;
Information which, prior to disclosure hereunder, was already in Contractor's
possession without limitation regarding disclosure to others; or
Page 2 of 13
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.
"Work" or "Services" shall mean the services performed by Contractor as more
specifically delineated in Section 3 below.
SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR
3.01. Contractor agrees to perform * * *
Specific Services
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 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
shall end when Contractor has completed the Work described in Section 3.01 of this Agreement,
unless this Agreement is otherwise terminated according to Section 6 of this Agreement.
Method of Performing Services
3.05. Contractor will determine the method, details, and means of performing the above -described
Services.
Status of Contractor
3.06. 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
Page 3 of 13
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.
3.07. 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
3.08. 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.
3.09. 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.
3.10. Since Contractor is not an employee of City, Contractor is not eligible for and shall not
participate in any employee benefit of City, including pension, health or other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in Paragraph 3.01,
City agrees to pay Contractor the amount of *** Dollars ($***).
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation
due Contractor for the Services and any and all of Contractor's obligations hereunder. The
Contract Price includes without limitation compensation for applicable taxes, customs duties,
fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not
subject to escalation for any reason, except as expressly provided for in this Agreement. No
adjustments in compensation shall be made as a result of changes in the value of any currency.
The Contract price shall only be adjusted by formal, written Change Order or amendment to this
Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in
this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer
Price Index (all Urban Consumers) for the Los Angeles -Riverside -Orange County area for the
twelve (12) month period prior to the beginning of each extension.
Payment of Compensation
4.03. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the
sum set forth in Paragraph 4.01 of this Agreement on completion of *** and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City requirements.
Page 4 of 13
4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses
may only be billed if advance written approval has been obtained from the City Administrator.
Compensation for Changes
4.06. The compensation due Contractor, or the credit due City, for changes may not be established
verbally, and shall be established by a written change order signed by City as described in
Sections 3.04 and 3.05 of this Agreement. Compensation adjustments in each such change order
shall be established by one or more of the following bases, as determined by City: (a) a lump sum
price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the
parties. Once established, the amount of the compensation due Contractor or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value of any
currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards &
Details for all Work performed. Substandard Work, as determined solely by the City, shall be
redone at the expense of the Contractor.
5.02. Contractor is responsible for damage resulting from performing repair and clean up of the
effected area.
5.03. Contractor will perform the services under this Agreement on City's Premises during regular
business hours or as directed by City.
Tools, Materials, and Equipment
5.04. Contractor will supply all tools, materials, supplies and equipment required to perform the
Services under this Agreement.
Liability Insurance
5.05. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the
duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall
provide the City with proof of insurance providing and maintaining the coverages and
endorsements set forth below. Said proof of insurance shall also provide that said policy or
policies shall not be canceled or materially reduced in coverage without giving at least thirty (30)
days prior written notice to the City.
5.06. The insurance coverage as listed herein shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City all the rights and privileges of an additional insured.
Page 5 of 13
5.07. 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.
5.08. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as
specified in this Agreement and that the City is endorsed as additional insured(s) on all required
Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in
effect the following minimum insurance coverages on an Occurrence Form Policy:
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.
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.
Comprehensive Automobile Insurance, including, but not limited to, all owned, non -
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
4. Professional Liability Insurance with limits of $2,000,000.
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.
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5.11. Contractor represents that it has the qualifications and skills necessary to perform the Work under
this Agreement in a competent, professional manner, without the advice or direction of City. This
means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the
Services required under this Agreement constitutes a material breach of the Agreement.
5.12. Contractor declares and states that it has complied with and will continue to comply with all
federal, state and local laws regarding business permits and licenses that may be required to carry
out the Services to be performed under this Agreement.
5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach
by Contractor of any representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and employees.
5.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or
subcontracted without the prior written consent of City. Any assignment or delegation or
subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City
shall not relieve Contractor of responsibility for performance of Contractor's obligations
hereunder. City may assign all or any part of this Agreement at any time effective immediately
upon written notification to Contractor.
Work Injury
5.15. The treatment and care of injuries sustained by Contractor's employees, subcontractors, agents,
representatives or other personnel shall be and remain the responsibility of Contractor. City's
first aid facilities, if any, however, will be made available to Contractor's employees in
emergency cases which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of
action, claim, liability or costs, including attorney's fees, arising in whole or part out of the
furnishing of such first aid or assistance to Contractor's employees, subcontractors, agents,
representatives or other personnel, or out of the failure to furnish such facilities or assistance.
Records, Inspection and Audit
5.16. During the course of Work being performed, Contractor and any of its subcontractors, shall
maintain and retain, not less than three (3) years after completion thereof, complete and accurate
records of the Contractor's costs which are chargeable to the City under this Agreement. City or
its designated, authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records to be maintained
and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's
employees working full or part time on the Work; (b) invoices for purchases, receiving and
issuing documents, and all the other unit -inventory records for the Contractor's stores, stock or
capital items; (c) paid invoices and canceled checks for material purchased and for the
subcontractor's and any other third parties' charges; and (d) any other documentation City deems
necessary to support costs and charges under this Agreement.
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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 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
5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using
any Confidential or Proprietary Information except in connection with the Work or from
disclosing it to any third party other than to employees of Contractor who require it in
performance of the Work and except to such other third persons as City may authorize in writing.
If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter
into with said party a confidentiality agreement containing provisions with respect to use and
disclosure of Proprietary Information substantially the same as those contained in this Agreement.
5.21. 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.
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Compliance with Authority
5.22. Contractor shall comply with all laws, regulations, executive orders and other applicable
requirements of any governmental agencies having jurisdiction including the Fair Labor
Standards Act, the Occupational Safety and Health Act and all those relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, or sexual orientation of any person.
5.23. Contractor shall make timely payment of all employment taxes and of all social security and other
contributions of every kind required to be made with respect to or measured by the wages and
salaries of persons employed by Contractor.
5.24. Contractor shall indemnify City against, and hold City harmless from, any liability or loss
including liability or loss from fines or penalties arising out of Contractor's failure to perform the
obligations imposed upon it by Sections 5.24 and 5.25 of the Agreement.
Progress Reports
5.25. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide
reports or information concerning the Services being performed by Contractor under this
Agreement.
SECTION 6. TERMINATION OF AGREEMENT
6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect
until the completion of the construction of Fire Station No. 4, in keeping with full performance of
the Services in accordance 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.
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.
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Termination on Occurrence of Stated Events
6.04. This Agreement will terminate automatically on the occurrence of any of the following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written consent.
Termination for Default
6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its
provisions, City may terminate this Agreement by giving written notification to Contractor.
Termination will take effect immediately on receipt of notice by the breaching party or three (3)
days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material
breach of this Agreement includes, but is not limited to, the following:
A. Contractor's failure to complete the Work specified in Paragraph 3.01 and 3.02 of this
Agreement; or
B. Contractor's material breach of any representation or provision contained in Section Five
(5) of this Agreement.
6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver
of any different or later breach; nor shall any delay or omission by either party to exercise any
right it may have hereunder operate as a waiver of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof
and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
6.07. In the event of any termination of this Agreement or reduction in the scope of the Work,
Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the
Work or any other damages because of such termination or reduction.
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 (P) day after mailing, whichever occurs first.
Page 10 of 13
Contractor:
City:
*** City of Vernon
Attn: *** Attn: Manuela Giron, City Clerk
*** 4305 Santa Fe Avenue
*** Vernon, CA 90058
Fax: *** Fax: 323-826-1438
Telephone: *** Telephone: 323-583-8811 ext 266
Entire Agreement of the Parties
7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties
with respect to the rendering of Services by Contractor for City and contains all of the
representations, covenants, and agreements 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 Exhibits _ and
, 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
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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 following the date of the selection of the
last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be
confirmed as a judgment by the Superior Court of the State of California, subject only to
challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The
validity and enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party
shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be
set by the arbitrators and/or court in the same action or in a separate action brought for that
purpose, in addition to any other relief which is obtained.
7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a
failure of performance shall be due to an uncontrollable force. The term "uncontrollable force"
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. 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.
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IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below.
Executed at , California, on 52007.
City:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff Harrison, City Attorney
Contractor:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Page 13 of 13
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: September 4, 2007
TO: S. Kevin Wilson, Director of Community Services & Water
FROM: Nelly Giron, City Clerk
RE: Resolution No. 9397 - A Resolution of the City Council of
the City of Vernon Authorizing the Issuance of Request for
Proposals for Architectural Services for the Construction of
Fire Station No. 4 for the Department of Community Services
& Water
Transmitted herewith is a copy of Resolution No. 9397 referenced
above, which was approved by City Council on August 27, 2007.
Thank you.
NG:dr
c: Mark Whitworth
Resolution File No. 9397