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Resolution No. 9400I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 19 20 21 22 23 24 25 26 27 W. RESOLUTION NO. 9400 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A GENERAL CONDITIONS FOR PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND ALART MECHANICAL WHEREAS, the City of Vernon ("City") desires to retain the services of a consultant to perform consulting services, including but not limited to design and construction consulting, from time to time as requested and directed by the City Administrator, or his designee, on various City projects; and WHEREAS, the City has determined that Alart Mechanical ("Alart") possesses the technical knowledge and expertise to furnish the services required by the City; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City' Code, it is in the public interest and necessity to enter into an agreement with Alart setting forth the terms and conditions for the performance of the consulting services to enhance services provided to the Vernon community. 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 Ifinds and determines that the recitals contained hereinabove are true land correct. SECTION 2: The City Council of the City of Vernon hereby approves the General Conditions for Professional Services Agreement with Alart, in substantially the same form as the copy which is 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 attached hereto as Exhibit A and incorporated'by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with Alart for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: Alart Mechanical 478 Tehama St. San Francisco, CA 94103 SECTION 5: 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. IATTEST: E RON, 'P-ity/Clerk IN Name: Leonis C. Malburg Title: Mayor /M3ror Pro-TP - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9400, 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) LIIP 1N V nLti V ty Clerk - 3 - EIBIT A GENERAL CONDITIONS FOR PROFESSIONAL SERVICES ("Agreement") This agreement between The City of Vernon, 4305 Santa Fe St., Vernon, CA 90058, 323 583 8811, ("Client") and Alart Mechanical, 478 Tehama St., San Francisco, CA 94103 415 621 5220 is effective as of August 27, 2007. The parties agree as follows: Article 1 — Services. Alart agrees to perform for Client the professional services ("Services") described in Alart proposal dated August 18, 2007 ("Proposal"), attached and incorporated herein. Because of the uncertainties inherent in the Services contemplated, time schedules are only estimated schedules and are subject to revision unless otherwise specifically described in the Proposal. As full consideration for the performance of Services, Client shall pay Alart the compensation provided for in the proposal. Article 2 — Payment. Unless otherwise stated in. a Work Order, payment shall be on a time and materials basis under the Schedule of Fees and Charges in effect when the Services are performed. Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice: If payment is not maintained on a thirty (30) day current basis, Alart may suspend further performance until payments are current. Client shall notify Alart of any disputed amount within fifteen (15) days from, date of the invoice, give reasons for the objection and promptly pay the undisputed amount., Client shall pay an additional charge of on and on -half percent (1 '/z%) per month of the maximum percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a. legal action for invoice amounts not paid, attorney' fees. Article 3 — Professional Responsibility. Alart is obligated to comply with standards of professional care in the performances of the Services. Alart is not responsible for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism. Article 4 — Responsibility of Others. Alart shall be responsible to the Client for Alart Services and the services of Alarts subcontractors. Alart shall not be responsible for the acts or omissions of other parties engaged by Client not for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs. Article 5 — Risk Allocation. The liability of Alart, its employees, agents and subcontractors, (referred to collectively in this Article as "Alart"), for Client's claims of loss, injury, death, damage, or expense, including, without limitation, Client's claims of contribution and indemnification, express or implied, with respect to third party claims relating to services rendered or obligations imposed under this Agreement, including all Work Order's shall not exceed in the aggregate: (1) The total sum of $100,000 for claims arising out of professional negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract; or (2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or other causes for which Alart has any legal liability, other than as limited by (1) above. Article 6 — Consequential Damages. Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, uncured by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them. Article 7 — Client Responsibility. Client shall (1) provide Alart, in writing or verbally direct information relating to Client's requirements for the project; (2) correctly identify to Alart, the location of subsurface structures, such as pipes, tanks, cables and utilities; (3) notify Alart of any potential hazardous substances or other health and safety hazard or condition known to Client existing on or near the project site: (4) give Alart prompt written notice of any suspected deficiency in the Services and (5) with reasonable promptness, provide required approvals and decisions. In the event that Alart is requested by Client or is required by subpoena to produce documents or give testimony in any action or proceeding to which Client is the party and Alart is not a party, Client shall pay Alart for any time and expenses required in connection therewith, including reasonable attorney's fees. Article 8 — force Majeure. An event of "Force Majeure" occurs when an event beyond the control of the Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure includes, without limitation, acts of God (including earthquakes, floods, hurricanes and other adverse weather.), war, riot, civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of government or other authorities, law enforcement actions, curfews, closure of transportation systems or other unusual travel difficulties, or inability to provide a safe working environment for employees. In the event of Force Majeure, the obligations of Alart to perform the Services shall be suspended for the duration of the event of Force Majeure. In such event, Alart shall be equitably compensated for time expended and expenses incurred during the event of Force Majeure and the schedule shall be extended by a like number of days as the event of Force Majeure. If Services are suspended for thirty (2) days or more, Alart may, in its sole discretion, up to 5 days prior written notice, terminate this Agreement or the affected Work Order, or both. In the case of such termination, in addition to the compensation and time extension set forth above, Alart shall be compensated for all reasonable termination expenses. Article 9 — No Third Party Rights. This Agreement shall not create any rights or benefits to parties other than Client and Alart. No third party shall have the right to rely on Alart opinions rendered in connection with the Services without Alart written consent and the third parties agreement to be bound to the same conditions and limitations as Client. THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to be bound accordingly. Client: CITY OF VERNON Alart Mechanical signature type name/title date of signature ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney signature type name/title date of signature August 18, 2007 Eric T. Fresch City Administrator City of Vernon 4305 Santa Fe Vernon CA 90058 Proposal : Consulting Services Dear Mr. Fresch : We thank you for the opportunity to work with you at the City of Vernon. As requested we have completed the following proposal to provide consulting services. Scope of Work: Consulting Services As we understand, the City will need Alart Mechanical to provide services from time to time as requested and directed by the City Administrator or his designee. The tasks for these services may include some of the following: - Review of Site and Building Conditions - Obtain program requirements - Conceptual drawings - Estimates of construction costs - Review conceptual design drawings - Other systems consulting services as directed Alart Mechanical 478 Tehama St. San Francisco, CA 94103 (415) 621-5220 Alart 2007 Schedule of Fees and Charges The following describes the basis for compensation for service performed during the fiscal year 2007-2008. This schedule of Fees and Charges will be adjusted annually on January 1 of each subsequent year to reflect merit and economic salary increases, and changes in the expected level and mode of operations for the New Year: The new Schedule of Fees and Charges will apply to existing and new assignments. Personnel Charges The charge for all time required in the performance of the Scope of Services, including office, field and travel time, will be at the Unit Price Hourly rates set forth below for the labor classifications indicated. Principal Project Consultant $175 Senior Project Consultant $155 Project Consultant $115 Project Manager Consultant $ 85 Clerical $ 58 Alart staff will not appear as expert witnesses at court trials, mediations, arbitration hearings and dispositions. Communications The cost of communications including telephone, pagers, cell phones, network communications, facsimile, routine postage and incidental copying cost will be charged at a flat rate of 4% of total gross labor charges Vehicles The cost of vehicles including the vehicles fuel, insurance and maintenance shall be charged at a rate equivalent to the current Cal -Trans rate. Current rate is 13.54 per hour. Document Reproduction In-house reproduction will be charged at $.10 a page for black and white and $1.50 for color. Plan reproduction shall be charged at the going industry rate. Reimbursable Expense The Client shall pay Alart's reimbursable expenses (i.e. plane fares, parking lodging, per diem as apply and other various reimbursable expenses. Special Project Consultant insurance or other necessary insurance. This fee schedule contains confidential business information is not to be copied or distributed for any purpose other than the use intended in this contract or proposal. 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 10, 2007 Alart Mechanical 478 Tehama Street Los Angeles, CA 90041 RE: Professional Services Agreement Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on August 27, 2007, through Resolution No. 9400. Should there be any questions on this matter, please contact Eric Fresch at (323) 583-8811 extension 171. Sincerely, on City Clerk NG:dr Enclosures c: Sharon Duckworth Resolution No. 9400 Agreement File No. 07-091 E,�c(usively Industria( GENERAL CONDITIONS FOR PROFESSIONAL SERVICES ("Agreement") This agreement between The City of Vernon, 4305 Santa Fe St., Vernon, CA 90058, 323 583 8811, ("Client") and Alart Mechanical, 478 Tehama St., San Francisco, CA 94103 415 621 5220 is effective as of August 27, 2007. The parties agree as follows: Article 1 — Services. Alart agrees to perform for Client the professional services ("Services") described in Alart proposal dated August 18, 2007 ("Proposal"), attached and incorporated herein. Because of the uncertainties inherent in the Services contemplated, time schedules are only estimated schedules and are subject to revision unless otherwise specifically described in the Proposal. As full consideration for the performance of Services, Client shall pay Alart the compensation provided for in the proposal. Article 2 Payment. Unless otherwise stated in a Work Order, payment shall be on a time and materials basis under the Schedule of Fees and Charges in effect when the Services are performed. Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice. If payment is not maintained on a thirty (30) day current basis, Alart may suspend further performance until payments are current. Client shall notify Alart of any disputed amount within fifteen (15) days from date of the invoice, give reasons for the objection and promptly pay the undisputed amount., Client shall pay an additional charge of on and on -half percent (1 %2%0) per month of the maximum percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action for invoice amounts not paid, attorney' fees. Article 3 — Professional Responsibility. Alart is obligated to comply with standards of professional care in the performances of the Services. Alart is not responsible for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism. Article 4 - Responsibility of Others. Alart shall be responsible to the Client for Alart Services and the services of Alarts subcontractors. Alart shall not be responsible for the acts or omissions of other parties engaged by Client not for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs. Article 5 — Risk Allocation. The liability of Alart, its employees, agents and subcontractors, (referred to collectively in this Article as "Alart"), for Client's claims of loss, injury, death, damage, or expense, including, without limitation, Client's claims of contribution and indemnification, express or implied, with respect to third party claims relating to services rendered or obligations imposed under this Agreement, including all Work Order's shall not exceed in the aggregate: (1) The total sum of $100,000 for claims arising out of professional negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract ; or (2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or other causes for which Alart has any legal liability, other than as limited by (1) above. Article 6 — Consequential Damages. Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, uncured by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them. Article 7 — Client Responsibility. Client shall (1) provide Alart, in writing or verbally direct information relating to Client's requirements for the project; (2) correctly identify to Alart, the location of subsurface structures, such as pipes, tanks, cables and utilities; (3) notify Alart of any potential hazardous substances or other health and safety hazard or condition known to Client existing on or near the project site: (4) give Alart prompt written notice of any suspected deficiency in the Services and (5) with reasonable promptness, provide required approvals and decisions. In the event that Alart is requested by Client or is required by subpoena to produce documents or give testimony in any action or proceeding to which Client is the party and Alart is not a party, Client shall pay Alart for any time and expenses required in connection therewith, including reasonable attorney's fees. Article 8 — force Majeure. An event of "Force Majeure" occurs when an event beyond the control of the Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure includes, without limitation, acts of God (including earthquakes, floods, hurricanes and other adverse weather.), war, riot, civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of government or other authorities, law enforcement actions, curfews, closure of transportation systems or other unusual travel difficulties, or inability to provide a safe working environment for employees. In the event of Force Majeure, the obligations of Alart to perform the Services shall be suspended for the duration of the event of Force Majeure. In such event, Alart shall be equitably compensated for time expended and expenses incurred during the event of Force Majeure and the schedule shall be extended by a like number of days as the event of Force Majeure. If Services are suspended for thirty (2) days or more, Alart may, in its sole discretion, up to 5 days prior written notice, terminate this Agreement or the affected Work Order, or both. In the case of such termination, in addition to the compensation and time extension set forth above, Alart shall be compensated for all reasonable termination expenses. Article 9 - No Third Party Rights. This Agreement shall not create any rights or benefits to parties other than Client and Alart. No third" party shall have the right to rely on Alart opinions rendered in connection with the Services without Alart written consent and the third parties agreement to be bound to the same conditions and limitations as Client. THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to be bound accordingly. Client: CITY OF VERNON signa ure LEONIS C. MALBURG, Mayor type name/title9 ``, ] (.L� date of sig ature ATTEST: 4 'ANUELA GIR N, City Clerk APPROVED ASS TO FORM: JEFJJI UHAR'�JSON, City Attorney Ala chani signature type name/title W—A A-6 date o signat e August 18, 2007 Eric T. Fresch City Administrator City of Vernon 4305 Santa Fe Vernon CA 90058 Proposal: Consulting Services Dear Mr. Fresch : We thank you for the opportunity to work with you at the City of Vernon. As requested we have completed the following proposal to provide consulting services. Scope of Work: Consulting Services As we understand, the City will need Alart Mechanical to provide services from time to time as requested and directed by the City Administrator or his designee. The tasks for these services may include some of the following: - Review of Site and Building Conditions - Obtain program requirements - Conceptual drawings - Estimates of construction costs - Review conceptual design drawings - Other systems consulting services as directed Alart Mechanical 478 Tehama St. San Francisco, CA 94103 (415) 621-5220 Alart 2007 Schedule of Fees and Charges The following describes the basis for compensation for service performed during the fiscal year 2007-2008. This schedule of Fees and Charges will be adjusted annually on January 1 of each subsequent year to reflect merit and economic salary increases, and changes in the expected level and mode of operations for the New Year: The new Schedule of Fees and Charges will apply to existing and new assignments. Personnel Charges The charge for all time required in the performance of the Scope of Services, including office, field and travel time, will be at the Unit Price Hourly rates set forth below for the labor classifications indicated. Principal Project Consultant $175 Senior Project Consultant $155 Project Consultant $115 Project Manager Consultant $ 85 Clerical $ 58 Alart staff will not appear as expert witnesses at court trials, mediations, arbitration hearings and dispositions. Communications The cost of communications including telephone, pagers, cell phones, network communications, facsimile, routine postage and incidental copying cost will be charged at a flat rate of 4% of total gross labor charges Vehicles The cost of vehicles including the vehicles fuel, insurance and maintenance shall be charged at a rate equivalent to the current Cal -Trans rate. Current rate is 13.54 per hour. Document Reproduction In-house reproduction will be charged at $.10 a page for black and white and $1.50 for color. Plan reproduction shall be charged at the going industry rate. Reimbursable Expense The Client shall pay Alart's reimbursable expenses (i.e. plane fares, parking lodging, per diem as apply and other various reimbursable expenses. Special Project Consultant insurance or other necessary insurance. This fee schedule contains confidential business information is not to be copied or distributed for any purpose other than the use intended in this contract or proposal.