Resolution No. 95701
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
RESOLUTION NO. 9570
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR
PROPOSALS FOR ANNUAL CITYWIDE STREET LANE .LINE
STRIPING FOR THE DEPARTMENT OF COMMUNITY SERVICES &
WATER
WHEREAS, the City of Vernon is interested in obtaining
proposals from qualified contractors to provide labor, equipment and
materials to perform annual citywide street lane striping; and
WHEREAS, the Director of Community Services & Water has
requested the issuance of request for proposals for annual citywide
street lane line striping (the "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
directs the Director of Community Services & Water,.or his designee,
to issue the RFP, a copy of which is attached hereto and incorporated
by reference as Exhibit A, to one or more certified contractors, and
to report to the City Council on the proposals received with a
recommendation for action.
1
2
3
4
5
6
7
8
9
10
11
12 j
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SECTION 3: 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 17th day of March, 2008.
TTEST:
UELA GIRO , C ty Clerk
Name: Leonis C. Malburg
Title: Mavor
- 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. 9570, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, March 17, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
C
-LL4�e
9ANUfLA GIRON, i y Clerk
- 3 -
EXHIBIT A
L� OF VF1t
4�•- O 4 OIIN �•0
1�
P
�0`GP�V$6T INO�6���
THE CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
SEEKS PROPOSALS FROM QUALIFIED
STREET LANE LINE STRIPING CONTRACTORS
Table of Contents
1.0 Introduction
2.0 Project Background
3.0 Selection Process, Criteria, and Schedule
4.0 Proposal Contents
5.0 Scope of Work
6.0 Compensation
1.0 Introduction
The City of Vernon is soliciting proposals from qualified firms for the citywide street lane
line striping annual contract. The City of Vernon requires that the street lane line striping be
painted each year to ensure high visibility of the lane lines for the safe travel of vehicles in the
City. All lane lines and painted median islands are to be painted.
A total of three proposals should be submitted by 2:00 PM on April 8, 2008 to:
Samuel Kevin Wilson
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
All questions about the proposal must be in writing and should be directed to Samuel
Kevin Wilson, Director of Community Services. Services provided under this agreement will be
coordinated and overseen by the City of Vernon Department of Community Services.
2.0 Background
2.1 City of Vernon
The City of Vernon is primarily an industrial City located approximately 5 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
approximately 5 square miles within a built out environment.
2.2 Purpose
The City of Vernon requests written proposals from companies to provide the labor,
equipment and materials to paint all street lane lines on streets within the City of Vernon. The
lane lines include white and yellow painted lane lines that delineate lanes, turn pockets, center
medians and two-way turn medians.
3.0 Selection Process, Criteria and Schedule
3.1 City of Vernon Selection procedures
The City of Vernon will appoint a panel of technical representatives, to serve as the
selection recommendation panel for this service contract. The selection recommendation panel
will evaluate the written proposals based on the selection criteria listed in Exhibit 2. The
selection recommendation panel may then interview short listed companies. The panel will make
a recommendation to the City Council as to the most qualified firm. The expected schedule for
the selection process is attached as Exhibit 3.
3.2 Contract Format
Vernon maintains a standard form of agreement which requires specific insurance and
indemnification. A copy of a standard form of agreement is attached as Exhibit 5. Firms shall
identify any exceptions or conditions which would prevent their being able to enter into an
agreement with Vernon. The form of contract will be on a time and materials basis with a
maximum authorized amount. The selected company may be subject to pre -award and post -
completion audits.
3.3 Funding Sources
Funding for this project is expected to come from local funding sources.
4.0 Proposal Contents
4.1 Identification
Identify the prime company (name of firm, address, telephone and fax numbers). Please
indicate whether the firm is a corporation, joint venture, partnership or sole proprietorship. Please
provide the same information for all sub -consultants that will be participating in this project.
4.2 Team Organization
Provide an organization chart showing the relationship of all sub -consultants to the prime
company and with each other. Specify the names of key staff that will be assigned to perform the
work.
4.5 Project Understanding and Proposed Approach
Describe the basic approach for completing the scope of work for the project.
4.6 Proposal Criteria and Length
The proposal shall include a completed Exhibit 2 and should not exceed 20 pages.
5.0 Scope of Work
5.1 Project Background
The City of Vernon maintains all roadways within its City boundaries and the street lane
line striping is part of the City's traffic related responsibilities. Street lane lines and median lane
lines are painted each year. The City of Vernon will secure the services of a licensed contractor
to complete the painting of the street lane lines in the City.
5.2 Required Tasks
The selected company will be required to provide all labor, equipment and materials to
paint all street lane lines in the City of Vernon with the specific type of materials required by the
City of Vernon. Scheduling, supervision and management of the painting to minimize the impact
on traffic in the City shall be provided by the contractor. Measurement and recordation of the
lengths of all lane lines painted shall be completed as part of this project. The work, the methods
of the work, traffic control and the type of paint and materials used shall conform to the Special
Provisions in Exhibit 4.
5.3 General Requirements
The Company will provide a plan for management, coordination and control to ensure
successful and timely completion of this project. The Company selected will prepare a detailed
work plan, including schedule and cost breakdown for each task.
6.0 Compensation
The unit costs and total contract cost the contractor will charge the City of Vernon shall
be submitted in a separate sealed envelope. The unit costs will be used for the life of the contract
and for any extra work requested by the City. The unit and contract costs shall be based on the
lengths and types of street lane lines in Exhibit 2. The lengths of lane lines are approximate and
will be used to evaluate the total proposal costs. Extra work is only that work approved in
writing by the City beyond the scope of the project. The scope of work includes, but is not
limited to, all work tasks, plans revisions, regulatory agency requirements, and work necessary to
correct errors and omissions.
LIST OF ATTACHMENTS
Exhibit 1 - Location Map
Exhibit 2 — Selection Criteria
Exhibit 3 - Proposed Schedule
Exhibit 4 — Special Provisions
Exhibit 5 — Sample Agreement
d d g
3 p ga
So c zzz
p N�
U0.
Z0 m
`o N Z X
p m p W /rts' dLL,' W
iw,
3 o j 0 I I I
0o�
c / 4 Q U a U C U
a
N /Ll
/ � p
m =
1 p
I G 420 z b
/ eeo«wrH ae a ..,e
�1
I
1
I
r I
I P I uj 7-
Cam7LIIr zJ -----� �Y
.UJ
z
I t aawa Vic,
e
m
I
I
I E 6 @ of
Z � T
t
11
II N
00 mw �O
ee�eoHr ee� /e 'We
C
�.►1f tftxq-w P �1�IApp�ryp �
SELECTION CRITERIA EXHIBIT 2
RFP For Citywide Street Lane Line Striping
Experience
The Bidder must have a minimum of five (5) years of experience as an ongoing business enterprise in
the specific type of work indicated in the proposal. The following contracts which show experience in work of
similar scope to that covered in the proposal and which have been satisfactorily completed in the past five (5)
years are:
YEAR NAME OF FIRM AND ENGINEER LOCATION CONTRACTAMOUNT
License
A proposal submitted by a Contractor who is not licensed in accordance with the provisions of
Division III, Chapter 9, of the Business and Professions Code of the State of California will not be
considered for award.
Contract and Bonds
(a) The form of Contract that the successful bidder, as the Contractor, will be required to execute is
included in the Contract Documents, and should be examined by the bidder with care. The Contract,
bonds and other documents to be executed by the Contractor shall be executed in original triplicate
stamped according to law. One original shall be filed with the City Clerk and the others with the
appropriate City departments.
(b) At the time the Contract is executed, the successful bidder will be required to furnish and maintain
the following: (1) a Labor and Material Bond in an amount equal to 100% of the Contract price and (2) a
faithful Performance Bond in an amount equal to 100% of the Contract price. The bonds shall be secured
from a surety company that the City finds acceptable. The surety's name must be on file with the County
Clerk of Los Angeles County and/or the California Department of Insurance as an approved and financially
sound surety company, authorized to transact business in this state.
The bonds shall meet all of the requirements and contain all of the conditions specified in Sections
3247 and 3248 inclusive, of the Civil Code, and other applicable provisions of the law and/or regulations
of the State of California.
Insurance Requirements
(a) Before entering into the Contract, the successful bidder shall furnish evidence that workers'
compensation insurance, public liability, property damage insurance, and all other insurance
specified in the insurance schedule. The insurer must be an insurance company admitted in and
authorized to do business in California and maintain a rating that is acceptable to the City. The
insurance procured must be maintained in full force and effect for the entire duration of the
Contract.
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.
1. 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.
2. 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.
3. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either be through the primary insurance coverages or through an excess policy. Such
insurance shall at all times be on an occurrence form and provide policy conditions as
broad as those required in the primary insurance.
STREET LANE LINE QUANTITIES AND ESTIMATE OF COSTS
Description
Quantity
Unit Cost/LF
Total Cost
Double Yellow Center line
90,000 LF
$
$
Two Way Left Turn Lane Line
50,000 LF
$
$
Broken Yellow Centerline
90,000 LF
$
$
Broken White Lane Line
200,000 LF
$
$
8 inch Solid White Lane Line
23,000 LF
$
$
Solid Yellow Centerline
500 LF
$
$
Solid White Centerline
100 LF
$
$
Total Costs $
PROPOSEDSCHEDULE
RFP For Citywide Street Lane Line Striping
EXHIBIT 3
March 17. 2008 City Council approval to seek proposals
April 8, 2008 Due date for proposals
April 21. 2008 City Council meeting to award contract
SPECIAL PROVISIONS EXHIBIT 4
Standard Specifications
For the purpose of this contract, STANDARD SPECIFICATIONS FOR PUBLIC
WORKS CONSTRUCTION (2006 Edition and supplements) shall apply.
Examination Of Site
The bidders must examine the site and judge at their own responsibility the location,
physical conditions, and surroundings of the proposed work.
Mobilization
The cost of all preparatory work and operations for the multiple movements of personnel,
equipment, supplies, and incidentals to the various project sites must be included in the various
bid items, and no extra compensation will be paid to the contractor.
Traffic Control
The Contractor shall conduct its operations so as to cause the least possible obstruction
and inconvenience to public traffic. Controlling traffic shall be done by the Contractor and
payment for the work as such shall be considered as included in the unit prices bid for the various
contract items of work, and no further allowance shall be made therefore. The Contractor is
hereby notified that all lights, signs, barricades, flagmen or other devices necessary to provide for
public safety and convenience shall be furnished and maintained by the Contractor at its own
expense.
The City will prohibit parking in work areas during construction on 48 hours notice. All
signs shall be provided and posted by the Contractor. All signs, lights, and other warning devices
used shall be in accordance with State of California Manual of Uniform Traffic Control Devices.
Schedule of Work
The Contractor shall be called upon from time to time by the Director of Community
Services & Water or his authorized representatives to paint designated locations. The amount of
work will vary. Upon forty-eight (48) hours notification that work is ready to be undertaken, the
Contractor shall begin the work. After a start time and date have been agreed on such work by the
City and Contractor, the Contractor shall show up on day and time agreed to. If the Contractor
fails to show up on that day or no shows, a charge of $50.00 per hour shall be charged to the
Contractor, with a minimum of five hours on a no show.
The City's annual painting will be done throughout the City and started within five (5)
days of written notice to proceed. The City will provide any necessary direction, maps, etc. The
Director of Community Services & Water reserves the right to designate the amount and
locations of work to be done under these specifications. No detours shall be used and public
traffic shall be permitted to pass through the work under way at all times under the specific
control of the Contractor. The Director of Community Services & Water will limit the hours of
operation.
Work shall be completed from 8:00 p.m. to 5:00 a.m. Monday through Friday or on
weekends.
Paint
The paint to be used on all work done under this contract shall be Pervo Paint Company,
water -based traffic paint, 8010-20BMAX white, black and 8010-20BMAX lead-free yellow, or
approval equal. Paint shall be installed per manufacture's instructions and the Special Provisions.
The Director of Community Services & Water reserves the right to determine the suitability of
the paint offered.
All paint loaded and used will be recorded to see if Contractor complies with Special
Provisions. If the total gallons of paint are not applied, the shorted gallons will be applied as
directed by the Director of Community Services & Water. Thinner shall not be mixed with paint.
Paint shall dry "tack free" within fifteen (15) minutes.
Beads
Beads shall be used. Beads shall be colorless and free from milkiness. Beads shall
be kept in a dry storage to prevent moisture absorption.
2. Beads shall be applied uniformly at the rate of five (5) pounds to seven (7) pounds of
beads per gallon of paint.
The cost of all paints, beads, other material and equipment required to complete the job
must be included in the various bid items, and no extra compensation will be paid to the
contractor.
Surface Preparation
Before applying coating the surface should be clean and dry. The surface must be free
from dust, oil, grease, gasoline, and ponded water.
Application
One coat of paint and beads shall be applied at the following rates and in conformance
with the following requirements:
1. All striping, except turn lane lines, shall be four inches (4") in width, plus or minus
1/8", unless otherwise required by the Director of Community Services & Water.
Broken single stripes shall have a pattern of seven feet (7'), with a seventeen foot
(17') gap. Seven foot (7') sections are painted and seventeen foot (17') sections are
unpainted. Double solid lines shall be four inches (4") wide, each separated by a
three inch (3") wide black solid line, total width shall not be less than 10-5/8" and not
more than 11-3/8".
2. Two-way left turn lane stripes shall have a four inch (4") wide solid yellow outside
stripe and a four inch (4") wide yellow inner dashed stripe separated by a three inch
(3") wide black solid line. The dashed line shall be twelve feet (12') long with a
thirty-six foot (36') gap.
3. Solid single left turn lane shall be eight inches (8"), plus or minus 1/8".
4. The rate of application of paint and beads:
a. Broken single stripes: 5-6 gallons per mile.
b. Solid single stripes: 16-17 gallons per mile.
c. Two-way left turn stripes: 22-24 gallons per mile.
d. Solid eight inch (8") stripes: 32-34 gallons per mile.
e. Five (5) pounds of beads per gallon of paint.
f. The Director of Community Services & Water reserves the right to request
the highest limit where conditions so warrant.
5. All lines shall be clean and sharp as to dimensions. Ragged ends of segments,
fogginess along the sides or objectionable dribbling along the unpainted portions of
the stripes shall not be permitted. Any smears shall be painted out with black paint or
removed (see Removal) to the satisfaction of the Director of Community Services &
Water.
6. The finished product shall have an opaque, well painted appearance with no black or
other discolorations showing through.
7. The Contractor shall take all reasonable precautions to protect the paint during drying
time and maybe required to paint out or remove (see removal) all objectionable
tracking. No work shall be done when fog restricts visibility to less than one mile or
when the pavement is appreciably damp.
Spotting and Alignment
The preliminary spotting will be done by the City. Existing lines shall be followed in
such a manner as to present a uniform pleasing appearance and misalignment or disregard to
previous painting will not be permitted. Abrupt breaks in alignment between broken segments
will not be permitted. The Director of Community Services & Water shall be the sole judge on
the accuracy and acceptability of the alignment of the work.
Change in Work
The Director of Community Services & Water reserves the right to add or delete footage
as shown in the Bids. The Director of Community Services & Water or his representatives shall
inspect completed lines and may inform the Contractor of any faulty methods or unsatisfactory
results. Lines considered unsatisfactory shall be repainted or if in very bad condition will be
removed by approved method and repainted. All rework will be at the Contractor's expense and
the Director of Community Services & Water shall be the sole judge as to the acceptability of the
completed line.
Measurement
Painted street lane striping will be measured by the linear foot along the line of the traffic
striping, without deductions for gaps in broken traffic stripes. Broken lane lines, white and
yellow are measured from the center of a starting intersection through all intersections and
railroad crossings to the center of the last intersection. The measurement of broken white and
yellow lane lines shall include any solid lead lines at intersections and railroad crossings. A
double yellow traffic stripe, consisting of two 4-inch wide yellow stripes separated by a 3-inch
wide stripe, will be measured as one traffic stripe. Two-way left -turn yellow lane lines shall be
the same as double yellow, except one 4-inch stripe shall be broken. Two-way left -turn yellow
lane lines will be measured as one traffic stripe.
Payment
The contract prices paid per linear foot for paint traffic stripes shall include full
compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing
the work involved in painting traffic stripes (regardless of the number, widths, and patterns of
individual stripes involved in each traffic stripe) as specified in these specifications and special
provisions, and as directed by the Director of Community Services & Water.
Footage of painted line shall be measured for payment by standardized odometer. Other
units for which payment is to be made shall be measured in accordance with the units designated
in the bids.
Removal
Paint line removal shall be performed by either sandblasting or water blasting technique.
The amount of removal and the amount of blackout will be determined during the inspection of
the work.
Contract Period
This contract shall expire one year from the date of execution.
Contract Extension
Contract may be extended by mutual agreement with the City and Contractor, one year at
a time.
Compensation
The Contractor shall be entitled to a percentage adjustment in the bid price each year
hereafter if the contract is extended. The bid prices will be increased or decreased in
accordance with the United States Department of Labor, Bureau of Labor Statistics
Consumer Price Index for All Urban Consumers for Los Angeles -Riverside -Orange Co.
Standard Metropolitan Statistical Area, as published for the month of July each year. The
bid price will be adjusted by 75% of the Consumers Price Index increase or decrease.
EXHIBIT 5 — SAMPLE 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 , 2008, 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 2008
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 , 2008, and will continue in
effect for * * * .
Page 1 of 14
SECTION 2. DEFINITION OF TERMS
2.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Services Agreement or Contract which
includes the Contract Documents attached. The Agreement constitutes the entire
Agreement between the parties relating to its subject matter.
B. "City" shall mean the City of Vernon, California, the entity which has executed the
Agreement and, where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
C. "Contractor" shall mean and, where applicable, its affiliated
companies, and its officers, directors, employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may
have, but not necessarily, preceded execution of the Agreement, and 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 14
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
Specific Services
3.01. Contractor agrees to perform * * *
3.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take
all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel.
Change of Services
3.03. City may at any time, by written change order executed by the City, make changes only to extend
the work duration and total compensation of Contractor's Work. Changes in the scope of work,
or duties and obligations, shall be authorized only by the City.
3.04. City may make changes by increasing, reducing or deviating from the requirements of the scope
of Work.
Timing of Services
3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and
shall end when Contractor has completed the Work described in Section 3.01 of this Agreement,
unless this Agreement is otherwise terminated according to Section 6 of this Agreement.
Method of Performing Services
3.06. Contractor will determine the method, details, and means of performing the above -described
Services.
Status of Contractor
3.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as
an independent contractor. Contractor agrees that it is not and will not become an employee,
partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not
entitled to the rights or benefits afforded to City's employees, including disability or
unemployment insurance, workers' compensation, medical insurance, sick leave, or any other
employment benefit. Contractor is responsible for providing, at its own expense, disability,
Page 3 of 14
unemployment, and other insurance, worker's compensation, training, permits, and licenses for
itself and for its employees and subcontractors. Contractor shall have complete and sole control
over its employees, the details of the Services and methods by which the Services are
accomplished, it being understood that City is interested only in the results to be obtained by
Contractor.
3.10. 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
3.11. Contractor is responsible for paying when due all income taxes, including estimated taxes,
incurred as a result of the compensation paid by City to the Contractor for Services under this
Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties,
interest, or damages suffered by City resulting from Contractor's failure to comply with this
provision.
3.12. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on
behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an
employee with respect to the Services performed hereunder for federal or state tax purposes.
Contractor shall be responsible to pay taxes mandated by law.
3.13. Since Contractor is not an employee of City, Contractor is not eligible for and shall not
participate in any employee benefit of City, including pension, health or other fringe benefits.
SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Contractor, described in Paragraph 3.01,
City agrees to pay Contractor the amount of * * * Dollars ($***).
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation
due Contractor for the Services and any and all of Contractor's obligations hereunder. The
Contract Price includes without limitation compensation for applicable taxes, customs duties,
fees, overheads, profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not
subject to escalation for any reason, except as expressly provided for in this Agreement. No
adjustments in compensation shall be made as a result of changes in the value of any currency.
The Contract price shall only be adjusted by formal, written Change Order or amendment to this
Agreement. If the City opts to extend the term of this Agreement, Contractor's rates, as listed in
this Agreement, shall be increased or decreased by seventy-five percent (75%) of the Consumer
Price Index (all Urban Consumers) for the Los Angeles -Riverside -Orange County area for the
twelve (12) month period prior to the beginning of each extension.
Page 4 of 14
Payment of Compensation
4.03. For Services rendered under Paragraph 3.01 of this Agreement, City agrees to pay Contractor the
sum set forth in Paragraph 4.01 of this Agreement on completion of *** and within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City requirements.
4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this
Agreement. Subcontractors shall not bill the City directly.
Expenses
4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses
may only be billed if advance written approval has been obtained from the City Administrator or
his designee.
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 3.03 and 3.04 of this Agreement. Compensation adjustments in each such change order
shall be established by one or more of the following bases, as determined by City: (a) a lump sum
price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the
parties. Once established, the amount of the compensation due Contractor or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value of any
currency.
SECTION 5. OBLIGATIONS OF THE PARTIES
5.01. Contractor is responsible for meeting all conditions of this Agreement and 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
Page 5 of 14
policies shall not be canceled or materially reduced in coverage without giving at least thirty (30)
days prior written notice to the City.
5.06. The insurance coverage as listed herein shall be properly endorsed to include those contractual .
obligations which may be identified further within this Agreement and shall be endorsed to
provide City all the rights and privileges of an additional insured.
5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates 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.
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.
Comprehensive Automobile Insurance, including, but not limited to, all owned, non -
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
4. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either be through the primary insurance coverages or through an excess policy. Such
insurance shall at all times be on an occurrence form and provide policy conditions as
broad as those required in the primary insurance.
Representations
5.09. To the fullest extent permitted by law, Contractor shall defend, 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.
Page 6 of 14
5.10. Contractor and City represent that each has read and understands the Agreement and Contract
Documents. The Contractor represents it understands the City's regulations concerning Premises
access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and
other rules, and that Contractor has visited Premises where the Work is to be done and is familiar
with the local conditions under which it is to be done. Contractor also represents that it is
experienced in performing and competent and qualified to perform the kind of tasks or
assignments included in the Work and employs or has available for employment in sufficient
numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other
personnel required to perform the Work as required by this Agreement.
5.11. 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.
Page 7 of 14
Records, Inspection and Audit
5.16. During the course of Work being performed, Contractor and any of its subcontractors, shall
maintain and retain, not less than three (3) years after completion thereof, complete and accurate
records of the Contractor's costs which are chargeable to the City under this Agreement. City or
its designated, authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records to be maintained
and retained by the Contractor shall include: (a) payroll record accounting for the Contractor's
employees working 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.
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.
Page 8 of 14
Treatment of Confidential and Proprietary Information
5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using
any Confidential or Proprietary Information except in connection with the Work or from
disclosing it to any third party other than to employees of Contractor who require it in
performance of the Work and except to such other third persons as City may authorize in writing.
If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter
into with said party a confidentiality agreement containing provisions with respect to use and
disclosure of Proprietary Information substantially the same as those contained in this Agreement.
5.21. 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.
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 5.22 and 5.23 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
for a period of one (1) year after the effective date of this Agreement, unless otherwise extended
according to the terms and conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written Notice to
Page 9 of 14
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.
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.
Page 10 of 14
SECTION 7. GENERAL PROVISIONS
Notices
7.01. All notices, approvals, consents and other communications between the parties shall be in writing,
and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses
set forth below, or at such other address as may be furnished by either party to the other in
writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day
the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or
the third (3`d) day after mailing, whichever occurs first.
Contractor:
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 parry, or anyone acting on behalf of any parry, which are not contained in
this Agreement, and that no other agreement, statement, or promise not contained in this
Agreement or a subsequent amendment or change order shall be valid or binding. No amendment
or change in the provisions of this Agreement shall be made, except in a formal written
amendment signed by Contractor and an authorized representative of the City, or in a written
change order. Contractor expressly waives all claims for compensation based upon quantum
merit, implied contract or oral contract. Each party represents and warrants that it has read and
fully familiarized itself with this Agreement, and that such party has been fully authorized to sign
this Agreement.
7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B,
which are all attached. In the event of conflict between this Agreement and any of the exhibits,
including the Proposal, this Agreement shall prevail.
Partial Invalidity
7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remaining provisions will continue in full force and effect without being
impaired or invalidated in any way.
Page 11 of 14
Law and Arbitration
7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection
with this Agreement, and the relationship and rights of the parties in connection with this
Agreement, whether characterized as breach of contract, tort, or otherwise (except for those
requesting injunctive relief) shall be determined by binding arbitration in accordance with the
terms of this Section. The submittal of all matters to arbitration in accordance with the terms of
this Section is the sole and exclusive method, means and procedure to resolve any and all claims,
disputes or disagreements arising under this Agreement, except for claims by either party which
seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los
Angeles County, California, the decision of which court shall be subject to appeal pursuant to
applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section, relying on arbitration
as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated
hereunder shall take place before a panel of three retired judges of the Superior Court of the State
of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10)
calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to
the other parry 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
Page 12 of 14
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 parry and shall exercise due diligence to remove such inability with all
reasonable dispatch.
7.08. The captions used in this Agreement are for convenience only and shall in no way define, limit or
describe the scope or intent of the Agreement or any part thereof.
Page 13 of 14
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below.
Executed at , California, on , 2008.
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 14 of 14