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Resolution No. 97251 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. 9725 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR PROPOSALS FOR CITYWIDE SPEED STUDY FOR THE DEPARTMENT OF COMMUNITY SERVICES & WATER WHEREAS, the City of Vernon is interested in obtaining proposals from qualified consultants for a citywide speed study according to the California version of the Manual of Uniform Traffic Control Devices, which includes the gathering of speed data along all streets posted with a speed limit and recommends a speed limit to be enforced by the Police Department; and WHEREAS, the Director of Community Services & Water has requested the issuance of a request for proposals, for a citywide speed study (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 qualified consultants, 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 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 6th day of October, 2008. ATT ST: ELA GIRON, ty Clerk v t Name: Leonis C. Malburg Title: Mayor / Mayer—P-r-a--Tem- - 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. 9725, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, October 6, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA GIROM, eity Clerk - 3 - EXHIBIT A OF VFR� v ��eGe,Vf[T I149V��ee THE CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT SEEKS PROPOSALS FROM QUALIFIED CONSULTANTS FOR A CITYWIDE SPEED STUDY 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 Speed Study to establish speed limits in the City of Vernon (City). The City of Vernon is required to complete a speed study every 5 years to establish the correct speed limits in the City. A qualified Engineering Consultant shall complete the study in accordance with the California version of the Manual of Uniform Traffic Control Devices (MUTCD) and recommend the speeds for all locations in the City that have posted speed limits as specified in the attached ordinance. A total of three proposals should be submitted by 2:00 PM on October 28, 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 complete a speed study according to the California version of the MUTCD to establish the speed limits on the streets in the City of Vernon. 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 the City of Vernon. The form of contract will be on a lump sum 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 enforces the speed limits within the City boundaries as part of the City's traffic related responsibilities. 5.2 Required Tasks The selected company will be required to provide all labor, equipment and materials to collect the speed data and complete an engineering study to establish the speeds on the streets specified in the attached existing ordinance. The data shall be summarized in an engineering study (as defined in the MUTCD) that recommends the speed limits that should be established for each of the streets studied. 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 Consultant Fee The total contract fee the consultant will charge the City of Vernon shall be submitted in a separate sealed envelope. The fee for the scope of work shall include, 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— Speed Ordinance and Location Map Exhibit 2 — Selection Criteria Exhibit 3 - Proposed Schedule Exhibit 4 — Special Provisions Exhibit 5 — Sample Agreement 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 8 EXHIBIT 1 ORDINANCE NO. 1099 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON AMENDING SECTIONS 16.14, 16.15, 16.16, 16.17, AND DELETING SECTION 16.18 OF THE CODE OF THE CITY OF VERNON, CALIFORNIA, 1959, TO CHANGE SPEED LIMITS ON CERTAIN STREETS AND TO REPEAL ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH WHEREAS, on November 2, 1999, the City Council of the City of I Vernon adopted Ordinance No. 1078 to establish speed limits on certain streets in accordance with Speed Zone Survey dated October 1999; and WHEREAS, the Community Services Department of the City of Vernon has prepared a Speed Zone Survey: Engineering and Traffic Study dated January, 2.004 ("Engineering and Traffic Study") for the purpose of evaluating existing speed limits on various streets within the City of Vernon; and WHEREAS, the Community Services Department has recommended that the City Council accept and approve the recommendations contained in the Engineering and Traffic Study and that, accordingly, the Code of the City of Vernon, California, 1959, be amended by retaining existing speed limits on some streets and changing speed limits on -------- other streets based on the Engineering and Traffic Study; and WHEREAS,.Vehicle Code Section 22357 authorizes cities to determine and declare prima facie speed limits greater than 25 miles per hour on the basis of an engineering and traffic survey; and WHEREAS, according to the Engineering and Traffic Study, the recommendations for prima facie speed limits of 30, 35, 40 and 45 miles per hour on certain streets will facilitate the orderly movement of vehicular traffic and will be reasonable and safe on those streets; and WHEREAS, said Engineering and Traffic Study supports the enforcement of the prima facie speed limit of 30, 35, 40 and 45 miles per hour on certain streets; and WHEREAS, the California legislature has established various .criteria for preparing an engineering and traffic survey and determining.speed limits therein, in order to promote uniformity throughout the State; and WHEREAS, Vehicle Code Section 40802 provides that radar may not be used as an enforcement tool if the posted limits are set without being justified in fact by an engineering and traffic survey; and 12 WHEREAS, certain sections of the Vernon Code need to be 13 amended to establish the speed limits recommended in the Engineering 14 and Traffic Study. 15 THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS : 161 SECTION 1: The City Council of the City of Vernon hereby 17 finds and determines that the recitals contained hereinabove are true 18 and correct. 19 SECTION 2: Section 16 14 of the Code-of_the _City of. Vernon,-_ 20 California, 1959, is hereby amended to read as follows: 21 Sec. 1.6.14. Speed limits on certain streets --Forty-five miles per 22 hour. 23 Pursuant to Vehicle Code Section 22357, the city council 24 hereby determines and declares that the prima facie speed limit on the 25 following streets shall be forty-five (45) miles per hour: 261 BANDINI BOULEVARD From Soto Street to the eastern city boundary 271 WASHINGTON BOULEVARD From the western city boundary to v8 Downey Road and from 700 feet east of Downey Road to the eastern.city boundary -2- 1 2 Every violation of this section by propelling a vehicle in 3 excess of the speed limit provided for herein is hereby declared to be a public nuisance. 4 5 SECTION 3: Section 16.15 of the Code of the City of Vernon, '6 California, 1959, is hereby amended to read as follows: 7 Sec. 16.15. Speed limits on certain streets --Forty miles per hour. 8 Pursuant to Vehicle Code Section 22357, the city council 9 hereby determines and declares that the prima facie speed limit on the 10following streets shall be forty (40) miles per hour: 11ALAMEDA STREET -WEST The northbound lanes from the northern city boundary to the 12 southern city boundary 13DISTRICT BOULEVARD From Downey Road to Atlantic Boulevard 14 37TH STREET From Santa Fe Avenue to Soto Street 1 .15 VERNON AVENUE From Alameda Street to Santa Fe 161 Avenue 17 PACIFIC BOULEVARD From Santa Fe Avenue to the southern city boundary 18 38th STREET From Santa Fe Avenue to the BNSF 191 Railroad tracks east of Santa Fe venue --------------- 20 211 Every violation of this section by propelling a vehicle in 22 excess of the speed limit provided for herein -is hereby declared to be 23 a Public nuisance. 24 SECTION 4: Section 16.16 of the Code of the City of Vernon, 25 California, 1959, is hereby amended to read as follows: 26 Sec. 16.16. Speed limits on certain street --Thirty-five miles per hour. 27 { Pursuant to Vehicle Code Section 22357, the city council 28 hereby determines and declares that the prima facie speed limit on the -3- I following streets shall be thirty-five (35) miles per hour: 2 ALAMEDA STREET -EAST The two-way street on the 3 east de of the railroad right-of-way from the northern city boundary to the 4 southern city boundary ATLANTIC BOULEVARD 5 From the northern city boundary to the southern city boundary 6 BOYLE AVENUE From Vernon Avenue to Slauson 7 Avenue and the northbound lanes from Slauson 8 Avenue to Randolph Street DISTRICT BOULEVARD 9 From Atlantic Boulevard to eastern city boundary 10 DOWNEY ROAD 11 From the northern city boundary to Fruitland Avenue and the western- most.southbound lane from Fruitland 121 Avenue to Slauson Avenue FRUITLAN1 AVENUE From Santa Fe Avenue to Downey y Road LEONIS BOULEVARD 14 From Pacific Boulevard to Downey Road 15 SANTA FE AVENUE From the northern city boundary to the 16 southern city boundary SLAUSON AVENUE 17 'From Boyle Avenue to Downey Road SOTO STREET 18 From the northern city boundary to the southern city boundary 19 26TH STREET From Soto Street to Atlantic 20 Boulevard------- --- ----- -- - 38TH STREET e San From Alameda Street to the to Fe Avenue 22 55TH STREET From Alameda Street to Santa Fe 23 Avenue 24 Every violation of this section by propelling a vehicle in 25 excess of the speed limit provided for herein is hereby declared 26 a public nuisance. to be 271 SECTION 5: Section 16.17'of the Code of the City of Vernon, 28 California, 1959, is hereby amended to readas follows: -4- 1 Sec. 16.17. Speed limits on certain street --Thirty miles per hour. 2 11 Pursuant to Vehicle Code Section 22357, the 3 city council 4 hereby determines and declares that the prima facie speed limit on the following streets shall be thirty (30) miles per hour: 5 6 ALCOA AVENUE From Vernon Avenue to Slauson 7 Avenue FRUITLAND AVENUE The north half of the street 8 {westbound lanes) from Downey Road to Corona Avenue and from Corona 9 Avenue to Cudahy Avenue 10 VERNON AVENUE From Santa Fe Avenue to Downey Road 11 25 STREET From Alameda Street to Santa Fe 12 Avenue 26T" STREET 13 From Santa Fe Avenue to Soto Street 37T" STREET From Alameda Street to Santa Fe 14 Avenue ( 15 16 Every violation of this section by propelling a vehicle in 17 excess of the speed limit provided for herein is hereby declared to be 18 a public nuisance. 19 SECTION 6: Section 16.18 of the Code of the City of Vernon, 20 California, 1959, is hereby deleted. --- - _.-.- 21 SECTION 7: Any ordinance or parts of ordinances in conflict 221 with this Ordinance are hereby repealed. 23 SECTION 8: If any section, subsection, sentence, clause, 24 phrase or word of this Ordinance is for any reason held to be void or 25 unconstitutional, such decision shall not affect the validity of the 26 remaining portions of this Ordinance; it being the intention of the 271 City Council of the City of Vernon to pass and adopt' this Ordinance 8 and each section, subsection, sentence, clause or phrase thereof -5- 1 2 irrespective of the fact that one or more of'the sections, subsections, clauses, sentences or phrases thereof may be declared to 3 be invalid or unconstitutional. 4 5 SECTION 9: There being no newspaper printed, published or 6circulated in the City of Vernon, the City Clerk is hereby directed to 7 certify to the passage of this Ordinance and shall post the same, or 8cause the same to be posted, within fifteen (15) days after its 9 passage in accordance with Section 36933 of the Government Code, in 10 three (3) of the most public places in the City of Vernon, to wit: the 11northwest corner of 38th Street and Santa Fe Avenue, the northeast 12 corner of Leonis Boulevard and Pacific Boulevard, and on the bulletin 13board in the lobby of the City Hall of said City, located at 4305 14Santa Fe Avenue, all in the City of Vernon, County of Los Angeles, State of California. t 15 SECTION 10: This Ordinance shall be in full force and effect 16 thirty (30) days from and after its pas ,tag 1e of the same. 18 APPROVED AND ADOPTED this rc� day of March, 2004. 19 - ---- -- _ - -- -- - - EO -I S-- MALBU-R - -Mayo r - — 20 ATTES 21 22 BRUCE V. MALKENHORST, City Clerk 23 24 25 26 27 28 -6- 1 STATE OF CALIFORNIA ) ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Ordinance, being Ordinance No. 1099,. 6 was duly and regularly introduced at a regular meeting of the City 7 Council of the City of Vernon, held on Wednesday, February 18, 2004 g 'and thereafter finally adopted at a regular meeting of said City 9 Council held on Wednesday; Marc rc� 2004 and thereafter was duly l0 signed by the Mayor of the City of Vernon, by the following vote: 11 AYES: Councilmen:Malburg, Ybarra, Gonzales, Davis, and McCormick 12 NOES: Councilmen:None ABSTAINED: Councilmen: None 13 ABSENT: Councilmen:None 14 ( 15. BRUCE V. MALKENHORST, City Clerk 16 (SEAL) 17 18 19 20 21 22 23 24 25 26 27 _�8 -7- 4, I JJ� �1 n �] ❑ a c Z a q < M ' N ;o Z ❑ 0 � q p R R I SELECTION CRITERIA RFP For Citywide Speed Study Experience EXHIBIT 2 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 FIItM AND ENGINEER LOCATION CONTRACTAMOUNT and PHONE License Provide the professional license number for a registered Civil Engineer in accordance with the provisions of the Business and Professions Code of the State of California. Contract (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 and other documents to be executed by the Consultant 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. 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: 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. 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. 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. PROPOSED SCHEDULE EXHIBIT 3 RFP For Citywide Speed Study October 6.2008 City Council approval to seek proposals October 28, 2008 Due date for proposals December L 2008 City Council meeting to award contract SPECIAL PROVISIONS EXHIBIT 4 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 consultant. Traffic Control The Consultant shall conduct its operations so as to cause the least possible obstruction and inconvenience to public traffic. 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 provide a schedule of work detailing the locations and dates that the survey of speeds is to be completed. The schedule shall be provided bi-weekly for the duration of the project. All work shall be in conformance with the California version of the MUTCD. Change in Work The Director of Community Services & Water reserves the right to add or delete locations not shown in the Bids and will pay on the basis of a written change order. Payment The contract price shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing the work involved in the speed survey. Payment shall be made as specified in the contract documents. Contract Period This contract shall expire one year from the date of execution. Compensation The Consultant shall be paid for the work based upon the proposal and the contract documents. E,X=IT 5 SAMPLE AGREEMENT 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 Vernon, California 90058 AND *** 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: 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. 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 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. A form of Change Order is set forth in Exhibit attached hereto and incorporated by reference. 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 Page 3 of 13 unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.10. 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 13 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. 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 Page 5 of 13 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: 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 Page 6 of 13 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. 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 Page 7 of 13 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. 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 Page 8 of 13 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 5.24 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 , 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 Page 9 of 13 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. 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. 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 260 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 A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall Page 11 of 13 at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the, other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with fespect 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 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: October 21, 2008 TO: Kevin Wilson, Director of Community Services & Water FROM: Nelly Giron, City Clerk RE: Resolution No. 9725 - A Resolution of the City Council of the City of Vernon Authorizing the Issuance of Request for Proposals for Citywide Speed Study for the Department of Community Services & Water Transmitted herewith is a copy of Resolution No. 9725 referenced above, which was approved by City Council on October 6, 2008. Thank you. NG:dr c: Resolution No. 9725 pF.VgA e' rGs��'ELY tNOVf'� COMMUNITY SERVICES & WATER DEP. OFFICE MEMORANDUM APPROVED OCT 0 6 '08 CITY COUNCIL CITY 1. 'RK .._._.RIB ON r. ART TO: Eric Fresch, City Administrator FROM: Samuel Kevin WilsonVirector of Community Services & Water DATE: September 23, 2008 SUBJECT: Speed Study — Citywide — Request for Proposals Fes m 9-21T The City of Vernon is required under the California Vehicle Code Section 40802 to complete an engineering and traffic analysis and report every five years to establish the speed limits that will be enforceable in a court of law. The last analysis was completed and the results were approved for enactment as an ordinance in March 2004. Community Services recommends that the City Council authorize a request for proposals to secure an engineering and traffic analysis to establish the speed limits for the next five years. The City Attorney will approve as to form the request for proposals before issuance. SKW/sn Enclosure C -, C,ITI AT` '09WF7`! THE CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT SEEKS PROPOSALS FROM QUALIFIED CONSULTANTS FOR A CITYWIDE SPEED STUDY 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 Speed Study to establish speed limits in the City of Vernon (City). The City of Vernon is required to complete a speed study every 5 years to establish the correct speed limits in the City. A qualified Engineering Consultant shall complete the study in accordance with the California version of the Manual of Uniform Traffic Control Devices (MUTCD) and recommend the speeds for all locations in the City that have posted speed limits as specified in the attached ordinance. A total of three proposals should be submitted by 2:00 PM on October 28, 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 complete a speed study according to the California version of the MUTCD to establish the speed limits on the streets in the City of Vernon. 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 the City of Vernon. The form of contract will be on a lump sum 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 enforces the speed limits within the City boundaries as part of the City's traffic related responsibilities. 5.2 Required Tasks The selected company will be required to provide all labor, equipment and materials to collect the speed data and complete an engineering study to establish the speeds on the streets specified in the attached existing ordinance. The data shall be summarized in an engineering study (as defined in the MUTCD) that recommends the speed limits that should be established for each of the streets studied. 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 Consultant Fee The total contract fee the consultant will charge the City of Vernon shall be submitted in a separate sealed envelope. The fee for the scope of work shall include, 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 — Speed Ordinance and Location Map Exhibit 2 — Selection Criteria Exhibit 3 - Proposed Schedule Exhibit 4 — Special Provisions Exhibit 5 — Sample Agreement 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 8 EXHIBIT 9 ORDINANCE NO. 1099 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON AMENDING SECTIONS 16.14, 16.15, 16.16, 16.17, AND DELETING SECTION 16.18 OF THE CODE OF THE CITY OF VERNON, CALIFORNIA, 1959, TO CHANGE SPEED LIMITS ON CERTAIN STREETS AND TO REPEAL ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT HEREWITH WHEREAS, on November 2, 1999, the City Council of the City of Vernon adopted Ordinance No. 1078 to establish speed limits on certain streets in accordance with Speed Zone Survey dated October 1999; and WHEREAS, the Community Services Department of the City of Vernon has prepared a Speed Zone Survey: Engineering and Traffic Study dated January, 2.004 ("Engineering and Traffic Study") for the purpose of evaluating existing speed limits on various streets within the City of Vernon; and WHEREAS, the Community Services Department has recommended that the City Council accept and approve the recommendations contained in the Engineering and Traffic Study and that, accordingly, the Code of the City of Vernon, California, 1959, be amended by retaining existing speed limits on some streets and changing speed limits on -._.... - - -- - - ---- other streets based on the Engineering and Traffic Study; and WHEREAS,.Vehicle Code Section 22357 authorizes cities to determine and declare prima facie speed limits greater than 25 miles per hour on the basis of an engineering and traffic survey; and WHEREAS, according to the Engineering and Traffic Study, the recommendations for prima facie speed limits of 30, 35, 40 and 45 miles per hour on certain streets will facilitate the orderly movement of vehicular traffic and will be reasonable and safe on those streets; and E 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 " 8 1 WHEREAS, said Engineering and Traffic Study supports the, 2 enforcement of the prima facie speed limit of 30, 35, 40 and 45 miles 3 per hour on certain streets; and E WHEREAS, the California leg islature has established various criteria for preparing an engineering and traffic survey and determining speed limits therein, in order to promote uniformity throughout the State; and WHEREAS, Vehicle Code Section 40802 provides that radar may not be used as an enforcement tool if the posted limits are set without being justified in fact by an engineering and traffic survey; and WHEREAS, certain sections of the Vernon Code need to be amended to establish the speed limits recommended in the Engineering and Traffic Study. THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS: 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 : Section 16. 14 of the. Code_ -of t_he_d ttY of Vernon-,__-_ - -- California, 1959, is hereby amended to read as follows: Sec. 1.6.14. Speed limits on certain streets --Forty-five miles per hour. Pursuant to Vehicle Code Section 22357, the city council hereby determines and declares that the prima facie speed limit on the following streets shall be forty-five (45) miles per hour: BANDINI BOULEVARD From Soto Street to the eastern city boundary gASHINGTON BOULEVARD From the western city boundary to Downey Road and from 700 feet east of Downey Road to the eastern.city boundary -2- Every violation of this section by propelling a vehicle in excess of the speed limit provided for he 3 rein is hereby declared to be a public nuisance. 4 5 SECTION 3: Section 16.15 of the Code of the City of Vernon, 6 California, 1959, is hereby amended to read as follows: 7 Sec. 16.15. Speed limits on certain streets --Forty miles per hour. 8 Pursuant to Vehicle Code Section 22357, the city council 9 hereby determines and declares that the prima facie speed limit on the 10 following streets shall be forty (40) miles per hour: 11 ALAMEDA STREET -WEST The northbound lanes from the northern city boundary to the 12 southern city boundary DISTRICT BOULEVARD 13 From Downey Road to Atlantic Boulevard / 14 37TH STREET From Santa Fe Avenue to Soto Street t 15 VERNON AVENUE From Alameda Street to Santa Fe 16 Avenue 17 PACIFIC BOULEVARD From Santa Fe Avenue to the southern city boundary 18 3 8th STREET From Santa Fe Avenue to the BNSF 19 Railroad tracks east of Santa Fe Avenue----- 20 21 Every violation of this section by propelling a vehicle in 22 excess of the speed limit provided for herein is hereby declared to be 23 a public nuisance. 24 SECTION 4: Section 16.16 of the Code of the City of Vernon, 25 California, 1959, is her amended to read as follows: 26Sec. 16.16. Speed limits on certain street --Thirty-five miles per hour. 27 Pursuant to Vehicle Code Section 22357, the city council 28 hereby determines and declares that the Prima facie speed limit on the -3- 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 following streets shall be thirty-five (35) miles per hour: ALAMEDA STREET -EAST The two-way street on the east side of the railroad right-of-way from the northern city boundary to the southern city boundary ATLANTIC BOULEVARD From the northern city boundary to the southern city boundary BOYLE AVENUE From Vernon Avenue to Slauson Avenue and the northbound lanes from Slauson Avenue to Randolph "Street DISTRICT BOULEVARD From Atlantic Boulevard to eastern city boundary DOWNEY ROAD From the northern city boundary to Fruitland Avenue and the western- most.southbound lane from Fruitland Avenue to Slauson Avenue FRUTTLAND AVENUE From Santa Fe Avenue to Downey.Road LEONIS BOULEVARD From Pacific Boulevard to Downey y SANTA FE AVENUE SLAUSON AVENUE SOTO STREET 26TH STREET 38" STREET 55TH STREET From the northern city boundary to the southern city boundary From Boyle Avenue to Downey Road From the northern city boundary to the southern city boundary From.SQto Street to Atlantic Boulevard From Alameda Street to the Santa Fe Avenue From Alameda Street to Santa Fe Avenue 24 Every violation of this section by propelling a vehicle in 25 excess of the speed limit provided for herein is hereby declared to be 26 a public nuisance. 27 SECTION 5: Section 16.17'of the Code of the City of Vernon, �. A8 California, 1959, is hereby amended to read as follows: -4- i 2 3 4 Sec. 16.1.7. Speed limits on certain street --Thirty miles per hour. Pursuant to Vehicle Code Section 22357, the city council hereby determines and declares that the prima facie speed limit on the following streets shall be thirty (30) mil 5 es per hour: 6 ALCOA AVENUE From Vernon Avenue to Slauson 7 Avenue FRUITLAND AVENUE 8 The north half of the street (westbound lanes) from Downey Road 9 to Corona Avenue and from Corona Avenue to Cudahy Avenue 10 VERNON AVENUE From Santa Fe Avenue to Downey Road 11 25` STREET From Alameda Street to Santa Fe 12 Avenue 26T' STREET 13 From Santa Fe Avenue to Soto Street 37` STREET 14 From Alameda Street to Santa Fe Avenue 15 16 Every violation of this section by propelling a vehicle in 17 excess of the speed limit provided for herein is hereby declared to be 18 a public nuisance. 19 SECTION 6: Section 16.18 of the Code of the City of Vernon, 20 California, 19591 is hereby deleted. - - -- 21 SECTION 7: Any ordinance or parts of ordinances in conflict 22 with this Ordinance are hereby repealed. 23 SECTION 8: If any section, subsection, sentence, clause, 24 phrase or word of this Ordinance is for any reason held to be void or 25 unconstitutional, such decision shall not affect the validity of the 26 remaining portions of this Ordinance; it being the intention of the 27 City Council of the City of Vernon to pass and adopt this Ordinance ( 8 and each section, subsection, sentence, clause or phrase thereof -5- 1 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 irrespective of the fact that one or more of the sections, subsections, clauses, sentences or phrase.s'thereof may be declared to be invalid or unconstitutional. SECTION 9: There being no newspaper printed, published or circulated in the City of Vernon, the City Clerk is hereby directed to certify to the passage of this Ordinance and shall post the same, or cause the same to be posted, within fifteen (15) days after its passage in accordance with Section 36933 of the Government Code, in three (3) of the most public places in the City of Vernon, to wit: the northwest corner of 38th Street and Santa Fe Avenue, the no rtheast corner of Leonis Boulevard and Pacific Boulevard, and on the bulletin board in the lobby of the City Hall of said City, located at 4305 Santa Fe Avenue, all in the City of Vernon, County of Los Angeles, State of California. SECTION 10: This Ordinance shall be in full force and effect thirty (30) days from and after its pas age of the same. APPROVED AND ADOPTED this J Yc� day of March, 2004. LBU t Mayo- r---- LANTTES BRUCE V. MALKENHORST, City Clerk 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 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Ordinance, being Ordinance No. 1099, was duly and regularly introduced at a regular meeting of the City Council of the City of Vernon, held on Wednesday, February 18, 2004 and thereafter finally adopted at a regular meeting of said City Council held on Wednesday, Marc rc, 2004 and thereafter was duly signed by the Mayor of the City of Vernon, by the following vote: AYES: Councilmen:Malburg, Ybarra, Gonzales, Davis, and McCormick NOES: Councilmen:None ABSTAINED: Councilmen: None ABSENT: Councilmen:None (SEAL) BRUCE V. MALKENHORST, City Clerk -7- CITY OF LOB ANOELCS 1f3Y• ` _- \ WRY LINE -PACK OF BIDEWAIA — PAINTED � 6TL �. 13.5' EAST OF WEST CURB 126' EAST C WEST CURB 24' EAST OF WEST CURB 25.5' EAST OF WEST CURB PAINTED 20' EAST OF WEST CURB 27' EAST OF WEST CURB W W 0 2 30' EAST OF Q WEST CURB RI 0 0 33.5' EAST OF v WEST CURB = m =--I ridl C 1 ST ZIMLI 1 C.L OF SSHD ST. 1 R C.L. OF ALLEY C.L. OF ALLEY 17' EAST OF A^u WEST CURB SUIVSON AVE i a OF N CURB W A rff W 0 N. CURB OF -5LA6C /R x CITY OF HUHTINOTON PARK 0. SCALE M1 FEET. J a IB1A' N/OF C.L. 26T11 ST. 4µ• (FAWTED) OO1W8Y ' (PAIKRO)— VE/ C.L sm ST. ` 131' N/Or C.L BAHOINI PUNTED \ BOU ARD BAHDINI u6E41N14INO OF —0 COUNTY OF PAINTED ' L09 ANGEL N I �BgC 45TH 44THi4TL}✓ PACKERS AVEN 46TH STREET - UHWH PACIFIC RKR ROK OF WAY [[//oF w cuRB oowltEY N/K M/CUPI iRUDUJIC I -433' E OF E/CURB i3RD IS-TC.L26' S/OF S. CURB OF 52ND ST. t759' C.L OF PACIFIC C.L OF PACIFIC 547H STREET 79'S/OF 5/CURB OF FRUITLAND 55TH STREET56TH STREET57TH STREET 1299' W/OF C.LSOTOT N/OC 5/CURB OF SEARS /OF C.L BICKETT C.L BOYLE 175' /OF S/CVRB 54TH N/OF C.L SLAUSON 6STH STREET 146'S�-OF 6. CURBor 55l71THH ST. SLAUSO 1755N14 L SLAAUSWI iB OF SIAST C :ST OF WEST CURB ' ' 433' E/OF E/CUM BOYLE / 21'S/OF H/CURB DOIi S/CuRsBOYLE 1' N OF _ 433' E/OF E/CURB .BOYLE B.S. S/OF IN CURB OF RAHDOLPH SELECTION CRITERIA EXHIBIT 2 RFP For Citywide Speed Study 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 and PHONE License Provide the professional license number for a registered Civil Engineer in accordance with the provisions of the Business and Professions Code of the State of California. Contract (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 and other documents to be executed by the Consultant 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. 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 hisurance 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. 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. 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. PROPOSED SCHEDULE RFP For Citywide Speed Study EXHIBIT 3 October 6.2008 City Council approval to seek proposals October 28, 2008 Due date for proposals December 1.2008 City Council meeting to award contract SPECIAL PROVISIONS EXHIBIT 4 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 consultant. Traffic Control The Consultant shall conduct its operations so as to cause the least possible obstruction and inconvenience to public traffic. 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 provide a schedule of work detailing the locations and dates that the survey of speeds is to be completed. The schedule shall be provided bi-weekly for the duration of the project. All work shall be in conformance with the California version of the MUTCD. Change in Work The Director of Community Services & Water reserves the right to add or delete locations not shown in the Bids and will pay on the basis of a written change order. Payment The contract price shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing the work involved in the speed survey. Payment shall be made as specified in the contract documents. Contract Period This contract shall expire one year from the date of execution. Compensation The Consultant shall be paid for the work based upon the proposal and the contract documents. EXHIBIT 5 SAMPLE AGREEMENT 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 Vernon, California 90058 AND *** 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 I 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 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. A form of Change Order is set forth in Exhibit attached hereto and incorporated by reference. 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 Page 3 of 13 unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.10. 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 13 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. 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 Page 5 of 13 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. 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 Page 6 of 13 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. 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 Page 7 of 13 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. 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 Page 8 of 13 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 5.24 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 , 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 Page 9 of 13 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. 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 260 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 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 clauns 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. 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 Page 11 of 13 at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the. JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice; JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days 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 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: S ignature: Print Name: Title: Date: Page 13 of 13 WIVt \ 1POYMMIR MOIIOP m 4VWn\SVNt NCMM and RWMM.dp 4,41 I — _ BO•LE AVENUE z r Tr m A N w \ �I �+ $� Nam_ CN Eli x 2 �1 0 I LIE �r a,, OF NUM/NzrTDN PARK C1 Z \pp+ 'h0 -9 p g n Mm al p a 0 C Z C Z -� D < O D m m ED z 0° 0 z� A F 0 o � � nr o� _. .. .... .._. IRVMO �� � FURLONG N� m STREET STRSOTO / • f A I— �' � r ' s JJ � rr A j 3 4f— JX 13 m � ¢�L airy DF MAYWODO r J f j A J� r j &e et ! i