Resolution No. 100121
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RESOLUTION NO. 10,012
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR
PROPOSALS FOR ENGINEERING DESIGN AND CONSTRUCTION
SUPPORT SERVICES FOR WELLS 9 AND 10 FOR THE
COMMUNITY'SERVICES & WATER DEPARTMENT
WHEREAS, the City of Vernon is interested in obtaining
proposals from qualified engineering consulting firms for the design
and technical support services for the construction of a fully
operational pump station and related distribution facilities at Vernon
Water Department production Wells 9 and 10 located at 2001 57th Street;
and
WHEREAS, in view of the current water crisis in California,
it is important that the City secure its own water supplies in the
event that in the future it needs to rely solely on its groundwater
supply to meet its water demand; and
WHEREAS, the Director of Community Services & Water has
requested the issuance of a request for proposals for the design and
construction of Wells 9 and 10 (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
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by reference as Exhibit A, to one or more qualified firms, and to
report to the City Council on the proposals received with a
recommendation for action.
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 13th day of July, 2009.
ATTEST:
MANUELA GIRO Ctty Clerk
Name: Hilario Gonzales
Title: Mayor
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STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, -being Resolution No. 10,012, was
duly adopted by the'City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, July 13, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of.the City of
Vernon.
(SEAL)
MANUELA GI N, City Clerk
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EXHIBIT
A
COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water .
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 :Fax (313) 826-1435
July 2009
CITY OF VERNON
REQUEST FOR. PROPOSALS
FOR ENGINEERING DESIGN AND CONSTRUCTION SUPPORT
SERVICES FOR WELLS 9 AND 10
The City of Vernon (City) is currently seeking. Request for Proposals (RFP) from qualified
Engineering consulting firms for design and .technical support services forthe construction,of a
fully operational pump station and related distribution facilities at Vernon Water Department
production Wells 9 and 10,
The City has taken possession of two former industrial wells at 2001 571h Street that will function
as municipal water supply wells. The City retained the services of Richard C. Slade & Associates
LLC who performed a hydrogeological .evaluation of the: subject wells and found that :the
groundwater contained volatile organic compounds (VOC) that exceeded the established
maximum containment levels. The Water , Replenishment District (WRD) . is providing a
treatment facility to the City as part of their Wellhead Treatment Program to eliminate the VOC
contamination. The WRD entered into an agreement with the URS Corporation for the design
and construction support services of a treatment plant at the proposed project site. URS is in the
process of determining a suitable treatment technology. The selected consultant shall coordinate
activities with URS to insure all logistical functions are facilitated in a timely fashion.
The City will select a consulting firm which demonstrates proven capabilities for water wellhead
and pump design, as well, as knowledge of telemetry systems. Proposals should reflect
knowledge of these areas of expertise, recent related experience, proposed scope of work,
tentative project schedule and proposed not to exceed fees for each phase .of the proposed work.
The firm selected will be expected to work with designated City representatives to complete the
project.
PROPOSAL FORMAT
The proposal shall include, at minimum, the following items:
• Letter of Transmittal;
E cfusivef 2ndustriaf
• The contents, of the consultant's proposal and the RFP may become a contractual
obligation. The consultant. shall comply: with all, federal, state and local regulations
governing any aspect'of the project, including conflict of interest laws and regulations;
• The consultant shall cooperate with the City and shall promptly and appropriately
respond to design review/plan check comments made by the City, on the City's behalf, or
by other regulatory agencies;
• All work shall be performed in accordance with usual and customary standards of care
for similar work performed in this area;
• The consultant shall provide and pay for all printing and reproduction of all drawings and
specifications until design drawings and specifications are approved by the City and other
agencies and construction documents are ready for biddin. g
• City action on proposals normally will be taken within 45 days of opening, however, no
guarantee or representation is made herein as to the time between the proposal opening
and subsequent action; and
• The City reserves the right to accept or reject any and/or all proposals, to waive
irregularities 'and technicalities, and to request resubmission. There is no obligation on the
part of the City to award the contract to the lowest bidder and the City reserves the right
to award the contract to the most qualified bidder submitting a responsive proposal with a
resulting negotiated agreement which is most advantageous and in the best interests of
the City. The City shall be the sole judge of the proposal and the resulting negotiated
agreement that is in its best interest and its decision shall be final.
SCOPE OF WORK
The project includes the following elements:
• The design of facilities to operate the subject water wells including pumps, variable speed
motors, electrical systems and housing, power utility service `and emergency power
source ,connections, pump pedestal installation, connection to City's selected SCADA
system in order to automate, meterI'and control storage/production operations, flush basin,
drain line, and: connection discharge piping from treatment plant to existing water
'distribution system; `
• Flow metering equipment and piping connection to treatment plant;
• Site review relating to access paving and grading;
• A description of the tasks to be performed as related to each aspect of the project;
• An estimated number of employee hours for each task and an estimated number of
meetings to be used for comparison and evaluation; and
A description of any potential work not included in the consultant's scope of services or
which has not been identified in this Request for Proposal, which the consultant feels is
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• Make presentations to the Vernon City Council members and/or the public as required.
PROJECT BID PROCESS. The project bid process shall include but not be limited to the
elements listed below:
• Assist 'bidders' questions during' the bid period and preparation of modifications to the
project documents and addenda, as necessary;
• Conduct a mandatory pre -bid conference; and
• Assist with review .and evaluation of bids; provide recommendations ' in regard to
construction contract.award, and assistance with contract negotiations, as necessary.
CONSTRUCTION OBSERVATION. The construction and start up of the project shall include
but not be limited to the elements listed below:
• Assist with conducting a pre -construction meeting;
• Coordination of the project construction with the primary contractor; including
responding to request for' clarifications, information requests, reviewing and providing
recommendations on proposed change orders.
• Oversee construction,start-up and tests, -routine inspection as necessary, reports on
construction zprogress and quality, and 'recommendations for correcting deficiencies ° and
clarification of drawings as required. The City will provide contract administration on a
daily basis;
• Assist with the:review.and recommendations for all progress payment requests, including
requests for extra work and/or change orders;
• Review and approval of all shop drawings and material submittals;
• Oversee operational tests to describe all performance characteristics; and
• Provide a final report which documents the completion of all work in accordance with
plans and specifications, including as -built drawings andspecifications with annotations
indicating any changes made to the plans and specifications during construction.
PROPOSAL REQUIREMENTS.
ORGANIZATIONAL REQUIREMENTS. Organizational qualifications shall include the
following:
• A brief description of the organization's qualifications and a list of proposed personnel to
be assigned to the project. No change in project team members shall be made without
expressed written consent of the City;
• Designation of a project manager who will be responsible for the project throughout.its
duration and who has the authority to represent the firm;
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Addendum CA)
INSURANCE SCHEDULE (CONSULTANT)
Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance, in at least the following amounts and coverage (combined .single limit permitted):
I. Coverage' and Limits
Bodily Injury property Die
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,060 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1 000 000 $ 500 000
Workers' Compensation $ Statutory
Emulovers' Liability $1000 000 per em foyer
II. Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$15,000,000
$2,000,000
$1000,000
Elevators (If Applicable)
$1,0001)000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,00000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2 000 000
$1000 000
Professional Liability
$2 000 000 -
$2,000,000
$2,000,000
a . The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days 'notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and professional insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
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"
WHEREAS, the Cityhas 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, have been bid, and Contractor's cost proposal is
acceptable to the City; and
WHEREAS, the City desires -to enter into an agreement with Contractor to provide the
services ona contract basis as defined in the .terms and conditions set
forth below.
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
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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
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 owcompletion 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 4ncurred 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 compensationdue:Contractor or credit due City for a
change shall not be subject to adjustment for any reason, including changes mi 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
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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
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shall returnto 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 goyernmentai 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.
-- SEC—Ti0A1-6 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
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Contractor:
City:
*** City of Vernon
Attn: *** Attn: Manuela Giron,
* City Clerk
*** 4305 Santa Fe Avenue
*** Vernon, CA 90058
Fax: *** Fax: 323-8264438:
Telephone. *** - Telephone: 323-583-881 l;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 Aral contract. Each party represents and warrants that it has read and
fully familiarizeditself 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
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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:
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CITY CLERK'S.OFFICE
INTEROFFICE MEMORANDUM
DATE: July 16, 2009
TO: Kevin Wilson, Director of Community Services & Water
FR Nelly Giron, City Clerk
RE: Resolution No. 10,012 - A Resolution of the City Council of
the City of Vernon Authorizing the Issuance of Request for
Proposals for Engineering Design and Construction Support
Services for Wells 9 and 10 for the Community Services &
Water Department
Transmitted herewith is a copy of Resolution No. 10,012 referenced
above, which was approved by City Council on July 13, 2009.
Thank you.
NG : dj
c: Resolution No. 10,012
DATE: June 24, 2009 «-..
TO: Honorable Mayor and City Council
FROM: Samuel Kevin Wilson, Director of Community Services & Water
RE: Permission to Seek Request for Proposals -For Engineering Design and
V A\
Construction Support Services for Wells 9 and 10
The Water Department (Department) is requesting permission to seek Request for Proposals
(RFP) from qualified engineering consulting firms for the design and technical support services for the
construction of a fully operational pump station utilizing existing production Wells 9 & 10 at the former
Smurfit Stone site located at 2001 57 Street. The Department applied for and received a through the
Water Replenishment Districts' (WRD) Safe Drinking Water Program a treatment plant for the subject
wells. The SDWP will provide the engineering, design and construction of the treatment plant at no cost
to the City. This will save the City approximately $1,800,000.00 in capital costs. The WRD selected URS
Engineering (URS) to facilitate the engineering and design of the proposed treatment facility. URS has
tentatively selected granular active carbon (GAC) to remove the Volatile Organic Compounds (VOC) due
to its low operating cost and effectiveness removing low levels of VOCs. Three other treatment
technologies were evaluated and ultimately eliminated due to high operating costs and ineffectiveness in
treating low levels of VOCs. The California Department of Public Health (CDPH) has expressed some
concern relating to perchlorate contamination in the Central Basin and in close proximity to the subject
wells. The CDPH has directed that the Department make provisions for potential increases in perchlorate
contamination. These provisions could include blending and/or treatment using ion exchange as a means
of removal and higher operating costs. URS will provide an estimated cost per acre-foot for the ion
exchange treatment technology as soon as it, is available. It should be noted that the ion exchange
treatment to remove perchlorate is not covered under the SDWP. If the City was to have to treat for the
perchlorate that portion of the project would have to be paid by the City. The WRD has reviewed all
existing perchlorate data and found that the Central Basin region does not appear to have a plume, but
rather a dispersed low-level concentration scattered around the greater Vernon area.
In review of the current water crisis in California it is important that the City secure it own water
supplies. With recent environmental court rulings and drought conditions there may be a time in the not
too distant future where the City could have to rely solely on its groundwater supply to meet its water
demand. It is important to take advantage of any potential sources of groundwater to insure the City's
does not have to rely on expensive surface water supplies. It is my recommended that the City Council
grant the Department permission to issue RFP's to qualified engineering consulting_ firms at its next
meeting. Thank you.
SKW/sr
Enclosures
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: Samuel Kevin Wilson, Director of Community Services and Water
DATE: June 24, 2009 �
SUBJECT: Requesting Permission to Issue Request for Proposal to Qualified, Consulting
Firms
The Water Department (Department) is requesting permission to seek Request for Proposals (RFP)
from qualified engineering consulting firms for the design and technical support services for the construction of
a fully operational pump station and related facilities at Vernon production Wells 9 & l0 The Department had
Richard Slade and Associates (Slade) complete an analytical evaluation consisting of video and test pumping to
evaluate the condition and water quality_ of the subject wells. The results of Slade's reports indicate that both
wells 9 & 10 meet the Department of Water Resources (DWR) well construction standards for potable water
production wells. In terms of water quality, Well 9 tested positive for concentrations of carbon tetrachloride,
trichloroethylene and 1,2 dichloroethane that were well above their respective MCL's. Well 10 tested positive
for toluene and trichloroethylene at levels that exceeded the MCL for these constituents. Slade concluded that
both wells will need treatment facilities, limited rehabilitation, and repairs to their respective pump and motor
units. The Department submitted copies of the Slade reports to the California Department of Public Health
(CDPH) for their review. The CDPH reviewed the Slade reports and directed the Department to perform a 97-
005 impaired water source study. The Department is currently utilizing the services of Slade to prepare this
study.
The Department applied for the Safe Drinking Water Program (SDWP) in 2007 through the Water
Replenishment District (WRD), in order to secure a treatment plant for the subject wells. The WRD Board
approved the City's request on March 21, 2008. The SDWP will provide the engineering, design and
construction of the treatment plant at no cost to the City. This will save the City approximately $1,800,000.00 in
capital costs. The WRD has selected URS Engineering (URS) to facilitate the engineering and design of the
proposed treatment facility. URS will select the treatment technology to be used at the Smurfit site upon
approval of WRD and the City. At this time it appears the granular activated carbon (GAC) will be used due to
its low operation and maintenance costs along with its effectiveness in treating low levels of VOCs. It should be
noted that the Department was anticipating that the subject wells may have moderate levels of VOCs and
perchlorate based on a Hydrological Evaluation of the City's groundwater supplies performed by Geoscience
Support Services in 2005. In addition, Well 18, which is in close proximity to the subject wells, was destroyed
BY
COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1435
July 2009
CITY OF VERNON
REQUEST FOR PROPOSALS
FOR ENGINEERING DESIGN AND CONSTRUCTION SUPPORT
SERVICES FOR WELLS 9 AND 10
The City of Vernon (City) is currently seeking Request for Proposals (RFP) from qualified
Engineering consulting firms for design and technical support services for the construction of a
fully operational pump station and related distribution facilities at Vernon Water Department
production Wells 9 and 10.
The City has taken possession of two former industrial wells at 2001 57`h Street that will function
as municipal water supply wells. The City retained the services of Richard C. Slade & Associates
LLC who performed a hydrogeological evaluation of the subject wells and found that the
groundwater contained volatile organic compounds (VOC) that exceeded the established
maximum containment levels. The Water Replenishment District (WRD) is providing. a
treatment facility to the City as part of their Wellhead Treatment Program to eliminate the VOC
contamination. The WRD entered into an agreement with the URS Corporation for the design
and construction support services of a treatment plant at the proposed project site. URS is in the
process of determining a suitable treatment technology. The selected consultant shall coordinate
activities with URS to insure all logistical functions are facilitated in a timely fashion.
The City will select a consulting firm which demonstrates proven capabilities for water wellhead
and pump design, as well as knowledge, of telemetry systems. Proposals should reflect
knowledge of these areas of expertise, recent related experience, proposed scope of work,
tentative project schedule and proposed not to exceed fees for each phase of the proposed work.
The firm selected will be expected to work. with designated City representatives to complete the
project.
PROPOSAL FORMAT
The proposal shall include, at minimum, the following items:
• Letter of Transmittal;
Excfusive� Zn6sti iaf
• Executive Summary — Limit to two pages;
• Understanding of, and approach to, the project;
• Experience with similar projects completed in the past five (5) years and related references;
• Qualifications of the firm. members and their commitment to the project; and
• A schedule of work.
Insurance: Before the contract is awarded, the City of Vernon requires the consultant to provide
proof of insurance, including a standard certificate of insurance, in at least the amounts and
coverage indicated on the insurance schedule. In addition to the standard certificate of insurance,
proof of general and umbrella liability coverage shall also be furnished in the form indicated on
the attached insurance schedule, Addendum "A."
Contact Person: The contact person for this project is Scott Rigg who can be reached at (323)
583-8811, extension 279, Monday through Thursday between 7:00 A.M. and 5:30 P.M.
The Scope of Work Items described in this RFP are only a guide to the anticipated minimum
scope of work. In addition to the above items, the proposal shall include all elements of design
and support services, which can reasonably be anticipated as needed to complete this project.
There is no limit to the total number of pages included in your proposal. However, proposals
should be as concise as possible while still conveying all required information.
Submit one original and four copies of the proposal, and in a separate envelope, one original of
the professional fees to perform the work. The proposal shall be addressed to:
Samuel Kevin Wilson, P.E., Director of Community Services & Water
4305 Santa Fe Avenue
Vernon, CA 90058
PROPOSALSCHEDULE
Competitive sealed proposals will be accepted until 2:00 P.M. local time. Any
proposal received after that time will not be considered. The professional fees shall be in a
separate sealed envelope.
The following items ,address general proposal preparation issues:
• The consultant is solely responsible for any costs incurred by responding to this RFP;
• The proposal shall be signed by an official authorized to bind the consultant to the
proposal and agreement;
• The proposal shall be valid for 180 days
2
• The contents of the consultant's proposal and the RFP may become a contractual
obligation. The consultant shall comply with all federal, state and local regulations
governing any aspect bf the project, including conflict of interest laws and regulations;
• The consultant shall cooperate with the City and shall promptly and appropriately
respond to design review/plan check comments made by the City, on the City's behalf, or
by other regulatory agencies;
• All work shall be performed in accordance with usual and customary standards of care
for similar work performed in this area;
• The consultant shall provide and pay for all printing and reproduction of all drawings and
specifications until design drawings and specifications are approved by the City and other
agencies and construction documents are ready for bidding;
• City action on proposals normally will be taken within 45 days of opening, however, no
guarantee or representation is made herein as to the time between the proposal opening
and subsequent action; and
• The City reserves the right to accept or reject any and/or all proposals, to waive
irregularities'and technicalities, and to request resubmission. There is no obligation on the
part of the City to award the contract to the lowest bidder and the City reserves the right
to award the contract to the most qualified bidder submitting a responsive proposal with a
resulting negotiated agreement which is most advantageous and in the best interests of
the City. The City shall be the sole judge of the proposal and the resulting negotiated
agreement that is in its best interest and its decision shall be final.
SCOPE OF WORK
The project includes the following elements: ,
• The design of facilities to operate the subject water wells including pumps, variable speed
motors, electrical systems and housing, power utility service and emergency power
source connections, pump pedestal installation, connection to City's selected SCADA
system in order to automate, meter and control storage/production operations, flush basin,
drain line, and connection discharge piping from treatment plant to existing water
'distribution system;
• Flow metering equipment and piping connection to treatment plant;
• Site review relating to access paving and grading;
• A description of the tasks to be performed as related to each aspect of the project;
• An estimated number of employee hours for each task and an estimated number of
meetings to be used for comparison and evaluation; and
• A description of any potential work not included in the consultant's scope of services or
which has not been identified in this Request for Proposal, which the consultant feels is
essential to the successful completion of the project. This would include additional
services by the consultant or any other necessary tasks to be provided by the City. This
potential work must be clearly identified, along with a suggested basis for payment,
. should those services be necessary or elected by the City.
CONSULTANT'S SCOPE OF ANTICIPATED SERVICES
The prospective consultant shall provide a proposal for the full scope of services as described in
this RFP.
DESIGN REPORT. The preparation and completion of a design report, which shall include but
not limited to the elements listed below:
• The design report shall evaluate and recommend the type and size of the proposed water
well's pump pedestal, prime mover, discharge head and associated pump building
structure;
• The chosen consultant must prepare cost estimates for both the installation and operation
of the proposed water well.
DESIGN AND SPECIFICATION PREPARATION. The preparation and completion of the
water wellhead and pump design and specifications shall include but not be limited to the
elements listed below:
• Attend meetings with City and selected contractor to determine the project parameters
and review work in progress;
• Prepare fully engineered construction plans, specifications, bid documents and detailed
cost estimates for work. The design shall include all facilities on the proposed water well
site including electrical, emergency power source connections, disinfection system,
SCADA system(s) and required piping to connect to the existing distribution system. The
design shall include provisions for a detention basin to accommodate the well flushing
cycle. The detention basin shall be designed to connect to the existing storm drain
system. Moreover, cost estimates for the project shall include a recommended
contingency for change orders. The plans shall incorporate the city of Vernon
construction standards, and meet all federal, state and local requirements as necessary.
Specifically, the design specifications must meet all California Department of Public
Health (CDPH) Services Office of Drinking Water regulations, Green Book, and
American Water Works Association (AWWA) design specifications.
• Preparation of an Operation, Monitoring, and Maintenance Plan as required by the
CDPH;
• Coordinate with agencies owning underground and overhead structures in the vicinity of
the proposed water well to eliminate any conflicts;
• Assist with securing necessary approval and plan checks from regulatory agencies prior
to bids, revision of project documents as indicated by such agencies for the construction
of the wellhead, building, and associated facilities; and
• Make presentations to the Vernon City Council members and/or the public as required.
PROJECT BID PROCESS. The project bid process shall include but not be limited to the
elements listed below:
• Assist bidders' questions during the bid period and preparation of modifications to the
project documents and addenda, as necessary;
• Conduct a mandatory pre -bid conference; and
• Assist with review and evaluation of bids; provide recommendations in regard to
construction contract.award, and assistance with contract negotiations, as necessary.
CONSTRUCTION OBSERVATION. The construction and start up of the project shall include
but not be limited to the elements listed below:
• Assist with conducting a pre -construction meeting;
• Coordination of the project construction with the primary contractor; including
responding to request for clarifications, information requests, reviewing and providing
recommendations on proposed change orders. i
• Oversee construction, start-up and tests, routine inspection as necessary, reports on
construction progress and quality, and recommendations for correcting deficiencies and
clarification of drawings as required. The City will provide contract administration on a
daily basis;
• Assist with the review and recommendations for all progress payment requests, including
requests for extra work and/or change orders;
• Review and approval of all shop drawings and material submittals;
• Oversee operational tests to describe all performance characteristics; and
• Provide a final report which documents the completion of all work in accordance with
plans and specifications, including as -built drawings and .specifications with annotations
indicating any changes made to the plans and specifications during construction.
PROPOSAL REQUIREMENTS.
ORGANIZATIONAL REQUIREMENTS. Organizational qualifications shall include the
following:
• A brief description of the organization's qualifications and a list of proposed personnel to
be assigned to the project. No change in project team members shall be made without
expressed written consent of the City;
• Designation of a project manager who will be responsible for the project throughout.its
duration and who has the authority to represent the firm;
5
• A description of the organization's expertise and previous experience in the specific areas
described in this RFP;
• A list of company names, addresses, telephone numbers and contacts for at least five (5)
clients for whom the consultant accomplished similar work in California. Work for the
reference must have occurred within the last five (5) years and dates of project
completion must be included; and
• A list of sub -consultants, if any will be used to complete the project. The list shall include
the nature and extent of the work to be accomplished by the sub -consultant, a description
of the sub -consultant's qualifications, a list of at least five (5) references for whom the
sub -consultant completed similar work, and resumes for the personnel proposed for
assignment to the project. References must be related to work that occurred within the
previous five (5) years.
CRITERIA FOR SELECTION
A Committee of City staff members will evaluate and rank the qualified proposals in response to
the Request for Proposal. If deemed necessary by the staff committee, the top ranked consultants
will be, invited to an oral interview before the committee. The professional fee envelopes will be
opened only after the consultants are ranked'based upon their qualifications.
Please be advised that if the, City Attorney determines there is a conflict of interest that would
prevent the City from contracting with a design team, then that proposal shall be disqualified.
Evaluation of proposals and interviews will include the following criteria:
• Experience, credentials and time commitment of the Project Manager and other key
personnel assigned to the project;
• Experience of the consultant in completing projects of similar nature;
• . Responsiveness to the project objectives and preparation of an all-inclusive scope of work;
and
• Ability to meet the project schedule
• Professional fees.
The most qualified firm, based on submitted information and the interview, will be selected to
enter into the agreement with the City. The City reserves the right, in their sole discretion, to
reject any and all proposals if such action is determined to be in the best interest of the City. A
sample agreement has been included for your°review.
0
Addendum (A
INSURANCE SCHEDULE (CONSULTANT)
Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance, "m at le6st the following amounts and coverage (combined single limit permitted):
I. Coveraiz& 'and Limits
Bodily Ln
jM
Property Damage
Hazards
Each Person
Each Accident
Each Accident
Automobile Liability
Owned Automobiles
$ 500,060
$1,000,000
$ 500,000
Hired Automobiles
$ 500,000
$1,000,000
$ 500,000
Non -Owned Automobiles
$ 500,000
$1,000,000
$ 500,000
Workers' Compensation $ StafutoKy
Employers' Liability $1,000,000
per mployer
II. Liabilfty
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,066
$25000,000
$1,066,000
Elevators (If Applicable)
$19000,000
$2,000,000
$1,000,000
Independent Contractors
$1900000
$2,0001060
$19000,000
Products - Completed Operations
$1,000,000
$290009000
$1,0009000
Contractual Liability
$1,000,000
$2.000.000
$1.000.000
a The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
I - An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days ,notic6of cancellation or material
reduction of coverage-
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and professional insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
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, withoutlimitation, 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.
,"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.
3.40. 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. f
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.
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
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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,
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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
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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.
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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
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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.
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IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below.
Executed at , California, on , 2007.
City:
City of Vernon
Leonis C. Malburg, Mayor
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff Harrison, City Attorney
Contractor:
Signature:
Print Name:
Title:
Date:
Signature: .
Print Name:
Title:
Date:
Page 13 of 13
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RESOLUTION NO. 10,012
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF REQUEST FOR
PROPOSALS FOR ENGINEERING DESIGN AND CONSTRUCTION
SUPPORT SERVICES FOR WELLS 9 AND 10 FOR THE
COMMUNITY'SERVICES & WATER DEPARTMENT
WHEREAS, the City of Vernon is interested in obtaining
proposals from qualified engineering consulting firms for the design
and technical support services for the construction of a fully
operational pump station and related distribution facilities at Vernon
Water Department production Wells 9 and 10 located at 2001 57th Street;
IF -Me
WHEREAS, in view of the current water crisis in California,
it is important that the City secure its own water supplies in the
event that in the future it needs to rely solely on its groundwater
supply to meet its water demand; and
WHEREAS, the Director of Community Services & Water has
requested the issuance of a request for proposals for the design and
construction of Wells 9 and 10 (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
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by reference as Exhibit A, to one or more qualified firms, and to
report to the City Council on the proposals received with a
recommendation for action.
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 13th day of July, 2009.
ATTEST:
MANUELA GIROPT-, Clerk
Name: Hilario Gonzales
Title: Mayor -4
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 10,012, was
duly adopted by the"City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, July 13, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of, the City of
Vernon.
(SEAL)
MANUELA GI N, City Clerk
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EXHIB
COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 58378811 Fax (323) 826-1435
July 2009
CITY OF VERNON
REQUEST FOR PROPOSALS
FOR ENGINEERING DESIGN AND CONSTRUCTION. SUPPORT
SERVICES FOR WELLS 9 AND 10
The City of Vernon (City) is currently seeking Request for Proposals (RFP) from qualified
Engineering consulting firms for design and .technical support services for ,the construction,of a
fully operational pump station and related distribution facilities at Vernon Water Department
production Wells 9 and 10,
The City has taken possession of two former industrial wells at 2001 57t' Street that will function
as municipal water supply wells. The City retained the services of Richard C. Slade & Associates
LLC who performed a hydrogeological evaluation of the, subject wells and found that ,the
groundwater contained volatile organic compounds (VOC) that exceeded the established
maximum containment levels. The Water. Replenishment District (WRD) ,, is providing : a
treatment facility to the City as part of their Wellhead Treatment Program to eliminate the VOC
contamination. The WRD entered into an agreement with the URS Corporation for the design
and construction support services of a treatment plant at the proposed project site. URS is in the
process of determining a suitable treatment technology. The selected consultant.: shall coordinate -
activities with URS to insure all logistical functions are facilitated in a timely fashion.
The City will select a consulting firm which demonstrates proven capabilities for water wellhead
and pump design, as well, as knowledge, of telemetry systems. Proposals should reflect
knowledge of these areas of expertise, recent related experience, proposed scope of work,
tentative project schedule and proposed not to exceed fees for each phase .of the proposed work.
The firm selected will be expected to work with designated City representatives to complete the
project.
PROPOSAL FORMAT
The proposal shall include, at minimum, the following items:
• Letter of Transmittal;
E cfusivef Zn6striaf
• Executive Summary — Limit to two pages;
• Understanding of, and approachto, the project;
• Experience with similar projects completed .inAhe past five (5) years and related references;
• .Qualifications of the firm. members and their commitment to the project; and
• A schedule of work.
Insurance: Before the contract is awarded, the City of Vernon requires the consultant to provide
proof of insurance, including a standard certificate of insurance, in at least the amounts and
coverage indicated on the insurance schedule. 'Inaddition to the standard certificate of insurance,
proof of general and umbrella liability coverage shall also be furnished in the form indicated on
the attached insurance schedule, Addendum "A."
Contact Person: The contact person`for this project is Scott R.igg who can be reached at (323)
583-8811, extension 279, Monday throughThursday between 7:00 A.M. and 5:30 P.M.
The Scope of Work Items described in this RFP are only a guide to the anticipated minimum
scope of work. In addition to the above items, the proposal shall include all elements of design
and support services, which can reasonably be anticipated as needed to complete this project.
There is no limit to the total number of pages included in your proposal. However, proposals
should be as concise' as possible while still conveying all required information. `
Submit one original and four copies of the proposal, and in a separate envelope, one original. of
the professional fees to perform the work. The proposal shall be addressed to:
Samuel Kevin Wilson, P.E., Director of Community Services & Water
4305 Santa Fe Avenue
Vernon, CA 90058
PROPOSAL SCHEDULE
Competitive sealed proposals will be accepted until 2:00 P.M. local time. Any
proposal :received after that time will not be considered.' The professional fees shall be in a
separate sealed envelope.
The following items address general proposal preparation issues:
• The consultant is solely responsible for any costs incurred by responding to this RFP;
• The proposal shall be signed by an official authorized to bind the consultant to. the
proposal and agreement;
• The proposal shall be valid for 180 days;
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• The contents of the consultant's proposal and the RFP may become a contractual
obligation. The consultant, shall comply. with all. federal, state and local regulations
governing any aspect'of the project,. including conflict of interest laws and regulations;
• The consultant shall cooperate with the City and shall, promptly and appropriately
respond to design review/plan check comments made by the City, on the City's behalf, or
by other regulatory agencies;
• All work shall be performed in accordance with usual and customary standards of care
for similar work performed in this area;
• The consultant shall provide and pay for all printing and reproduction of all drawings and
specifications until design drawings and specifications are approved by the City and other
agencies and construction documents are ready for
• City action on proposals normally will be taken within 45 days of opening, however, no
guarantee or representation is made herein as to the time between the proposal opening
and subsequent action and
• The City reserves the right to accept or reject any and/or all proposals, to waive
irregularities'and technicalities, and to request resubmission. There is no obligation on the
part of the City to award the contract to the lowest bidder and the City reserves the right
to award the contract to the most qualified bidder submitting a responsive proposal with a
resulting negotiated agreement which is most advantageous and in the best interests of
the City. The City shall be the sole judgeof the proposal and the resulting negotiated
agreement that is in its best interest and its decision shall be final.
SCOPE OF WORK
The project includes the following elements: .
• The design of facilities to operate the subjectwater .wells including pumps, variable speed
motors, electrical systems and housing, power utility service and emergency power
source connections, pump pedestal installation, connection to City's selected SCADA
system in order to automate, meter and control storage/production operations, flush basin,
drain line, and' connection discharge piping from treatment plant ` to existing water
'distribution system;
• Flow metering equipment and piping connection to treatment plant;
• Site review relating to access paving and grading;
• A description of the tasks to be performed as related to each aspect of the project;,
• An estimated number of employee hours for each task and an estimated number of
meetings to be used for comparison and evaluation; and
A description of any potential work not included in the consultant's scope, of services or
which has not been identified in this Request for Proposal, which the consultant feels is
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essential to the successful: completion of the, project. This would include additional
services by the consultant .or any other necessary tasks to be provided' by the City. This
potential ; work must be clearly identified; along with a :suggested basis for -=payment,
should those services be necessary or elected by the City.
CONSULTANT'S SCOPE OF ANTICIPATEWSERVICES
The prospective consultant shall provide a proposal for the full scope of services as described in
this RFP.
DESIGN REPORT. The preparation and completion of a design report, which shall include but
not limited to the elements listed below: ,
• The design report shall evaluate and recommend the type and size of the proposed water
well's pump pedestal, prime mover, discharge head and associated pump building
structure;
• The chosen consultant must prepare cost estimates for both the installation and operation
of the proposed water well.
DESIGN AND SPECIFICATION PREPARATION. The preparation and: completion of the
water wellhead` and pump design and specifications shall include but not be limited to the
elements listed below`.
• Attend ' meetings with City and selected contractor to determine the project parameters
and review work in progress;
• Prepare fully engineered construction plans, specifications, bid documents and detailed
cost estimates for work. The design shall include all facilities on the proposed water well
site including electrical, emergency power source; , connections, disinfection system,
SCADA system(s) and required piping to connect to the existing distribution system. The
design shall include provisions for a detention. basin to accommodate the well flushing
cycle. The detention basin shall be designed to connect to the existing storm -drain
system. Moreover, cost _estimates for the project shall include a recommended
contingency for change orders. The plans shall incorporate the city of; Vernon
construction standards, and meet all federal, state and local requirements. as necessary.
Specifically, the design specifications must meet all California -Department of Public
Health (CDPH) Services Office of Drinking Water regulations, Green Book, and
American Water Works Association (AWWA) design specifications.
• Preparation of an Operation, Monitoring, and Maintenance Plan as required by the
CDPH;
• Coordinate with agencies owning underground and overhead structures in the vicinity of
the proposed water well to eliminate any conflicts;
• Assist with securing necessary approval and plan checks from regulatory agencies prior
to bids, revision of project documents as indicated by such agencies for the construction
of the wellhead, building, and associated facilities; and
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• Make presentations to the Vernon City Council members and/or the public as required.
PROJECT BID PROCESS. The project bid process shall include but not be limited to the
elements listed below:
• Assist °bidders' questions during the bid period and preparation of modifications to the
project documents and addenda, as necessary;
• Conduct a mandatory pre -bid conference; and
• Assistwith review .and evaluation of bids 'provide recommendations in -regard to
construction contractaward, and assistance with contract negotiations, as necessary.
CONSTRUCTION OBSERVATION. The construction and start up of the project shall include
but not be limited to the elements listed below:
• Assist with conducting a pre -construction meeting;
• Coordination of the project construction with the primary contractor; including
responding to request for` clarifications, information requests, reviewing and providing
recommendations on proposed change orders.
• Oversee construction, start-up and tests, routine inspection as necessary, reports on
construction progress and quality, and recommendations for correcting deficiencies° --and
clarification of drawings as required. The City will provide contract administration on a
daily basis;
• Assist with the review and recommendations for all progress --payment requests, including
requests for extra work and/or change orders;
• Review and approval of all shop drawings and material submittals;
• Oversee operational tests to describe all performance characteristics; and
• Provide a final report which documents the completion of all work in accordance with
plans and specifications, including as -built drawings and .specifications with annotations
indicating any changes made to the plans and specifications during construction.
PROPOSAL REQUIREMENTS.
ORGANIZATIONAL REQUIREMENTS. Organizational qualifications shall include the
following:
• A brief description of the organization's qualifications and a list of proposed `personnel to
be assigned to the project. No change in project team members shall be made without
expressed written consent of the City;
• Designation of a project manager who will be responsible for the project throughout.its
duration and who has the authority to represent the firm;
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• A description of the organization's expertise and previous experience in the specific areas
described in this RFP;
• A list of company names, addresses, telephone numbers and contacts for at least five (5)
clients for whom the consultant accomplished similar work in California. Work for the
reference must have occurred within the last five (5) years and dates of project
completion must be included; and
• A list of sub -consultants, if any will be used to complete the project. The list shall include
the nature and extent of the work to be`accomplished by the sub -consultant, a description
of the sub -consultant's qualifications, a; list of at least five (5) references for whom the
sub -consultant completed similar work, and. resumes fox the personnel proposed for
assignment to the project. References must be related to work that occurred within the
previous five (5) years.
CRITERIA FOR SELECTION
A Committee of City staff members. will evaluate and rank the qualified proposals in response to
the Request for Proposal. If deemed.necessary ,by the staff committee,;the top ranked consultants
will, be, invited to an oral interview before the committee. The professional fee envelopes will be
opened only after the consultants are ranked'based upon their qualifications.
Please be advised that .if the, City Attorney determines there is a conflict of interest thatwould
prevent the City from contracting with a design team; then that proposal shall be disqualified.
Evaluation of proposals and interviews will include the following criteria:
• Experience, credentials - and time commitment of the Project Manager and other key
personnel assigned to the project;
• Experience of the consultant in completing projects of similar nature; il
• . Responsiveness to the project objectives and preparation 'of an all-inclusive scope of work;
and
• Ability to meet the project schedule.
• Professional fees.
The most qualified firm, based on submitted information and the interview, will be selected to
enter into the agreement with the City. The City reserves the right, in their sole discretion, to
reject any and all proposals if such action is determined to be in the best interest of the City. A
sample agreementhas been included for yourreview.
11
Addendum (A)
INSURANCE SCHEDULE (CONSUL-rANT)
Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance, hi at least the following amounts `and coverage (combined .single limit permitted):
I. COVerane` and Limits
Bodily InjurX _ PmpertDamae
Hazards Each Person Each Accident Each Accident
Automobile Liability
OWned'Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Emulovers' Liability $1,000,000 Wr employer
H. Liabili
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2000,000
"$1,000;000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,00%000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000000
Contractual Liability
$1,000,000
$2,000,000
$1 000 000
Professional Liability
$2 000 000 -
$2,000,000
$2` 000 000
a. The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days,notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and professional insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
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 priginal 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"
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, have been bid, and Contractor's cost proposal is
acceptable to the City; and
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
forth below.
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 incurredby Contractor or, simply for the payment of alump 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 toCitywith 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 anytime, 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 Section3.01 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 behalfof 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 oncompletion 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 asdescribed 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 mi 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
specifiedin 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:
l . 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 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 ithas 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 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, 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'semployees, 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
5.49. 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 Informationsubstantially 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; medicalcondition, 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.
-SEC-TI0N :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 priorto 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 ofthe 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 deemed4 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,
x City Clerk
** 4305 Santa Fe Avenue
_ Vernon, CA 90058
Fax: *** Fax: 323-82671438
Telephone: *** Telephone: 323-583-881 1;ext 260
Entire Agreementof.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 partyto 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 contractor 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 maybe 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 Governmentor 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: July 16, 2009
TO: Kevin Wilson, Director of Community Services & Water
FRC'11�6
Nelly Giron, City Clerk
RE: Resolution No. 10,012 - A Resolution of the City Council of
the City of Vernon. Authorizing the Issuance of Request for
Proposals for Engineering Design and Construction Support
Services for Wells 9 and 10 for the Community Services &
Water Department
Transmitted herewith is a copy of Resolution No. 10,012 referenced
above, which was approved by City Council on July 13, 2009.
Thank you.
NG:dj
c: Resolution No. 10,012
CITY CLERK'S OFFICE STAFF REPORT
COMMUNITY SERVICES & WATER DEPA
DATE: June 24, 2009
TO: Honorable Mayor and City Council
.J
FROM: Samuel Kevin Wilson, Director of Community Services & Water
l��
RE: Permission to Seek Request for Proposals -For Engineering Design and
V A�
Construction Support Services for Wells 9 and 10
The Water Department (Department) is requesting permission to seek Request for Proposals
(RFP) from qualified engineering consulting firms for the design and technical support services for the
construction of a fully operational pump station utilizing existing production Wells 9 & 10 at the former
Smurfit Stone site located at 2001 570' Street. The Department applied for and received a through the
Water Replenishment Districts' (WRD) Safe Drinking Water Program a treatment plant for the subject
wells. The SDWP will provide the engineering, design and construction of the treatment plant at no cost
to the City. This will save the City approximately $1,800,000.00 in capital costs. The WRD selected URS
Engineering (URS) to facilitate the engineering and design of the proposed treatment facility. URS has
tentatively selected granular active carbon (GAC) to remove the Volatile Organic Compounds (VOC) due
to its low operating cost and effectiveness removing low levels of VOCs. Three other treatment
technologies were evaluated and ultimately eliminated due to high operating costs and ineffectiveness in
treating low levels of VOCs. The California Department of Public Health (CDPH) has expressed some
concern relating to perchlorate contamination in the Central Basin and in close proximity to the subject
wells. The CDPH has directed that the Department make provisions for potential increases in perchlorate
contamination. These provisions could include blending and/or treatment using ion exchange as a means
of removal and higher operating costs. URS will provide an estimated cost per acre-foot for the ion
exchange treatment technology as soon as it is available. It should be noted that the ion exchange
treatment to remove perchlorate is not covered under the SDWP. If the City was to have to treat for the
perchlorate that portion of the project would have to be paid by the City. The WRD has reviewed all
existing perchlorate data and found that the Central Basin region does not appear to have a plume, but
rather a dispersed low-level concentration scattered around the greater Vernon area.
In review of the current water crisis in California it is important that the City secure it own water
supplies. With recent environmental court rulings and drought conditions there may be a time in the not
too distant future where the City could have to rely solely on its groundwater supply to meet its water
demand. It is important to take advantage of any potential sources of groundwater to insure the City's
does not have to rely on expensive surface water supplies. It is my recommended that the City Council
grant the Departmegt permission to issue RFP's to qualified engineering_ consulting firms at its next
meeting. Thank you.
SKW/sr
Enclosures
COM1Mi7NITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
TO: Donal O'Callaghan, City Administrator
FROM: ' Samuel Kevin Wilson, D ector of Community Services and Water
DATE: June 24, 2009
SUBJECT: Requesting Permission to Issue Request for Proposal to Qualified, Consulting
Firms
The Water Department (Department) is requesting permission to seek Request for Proposals (RFP)
from qualified engineering consulting firms for the design and technical support services for the construction of
a fully operational pump station and related facilities at Vernon production Wells 9 & 10. The Department had
Richard Slade and Associates (Slade) complete an analytical evaluation consisting of video and test pumping to
evaluate the condition and water quality -of the subject wells. The results of Slade's reports indicate that both
wells 9 & 10 meet the Department of Water Resources (DWR) well construction standards for potable water
production wells. In terms of water quality, Well 9 tested positive for concentrations of carbon tetrachloride,
trichloroethylene and 1,2 dichloroethane that were well above their respective MCL's. Well 10 tested positive
for toluene and trichloroethylene at levels that exceeded the MCL for these constituents. Slade concluded that
both wells will need treatment facilities, limited rehabilitation, and repairs to their respective pump and motor
units. The Department submitted copies of the Slade reports to the California Department of Public Health
(CDPH) for their review. The CDPH reviewed the Slade reports and directed the Department to perform a 97-
005 impaired water source study. The Department is currently utilizing the services of Slade to prepare this
study.
The Department applied for the Safe Drinking Water Program (SDWP) in 2007 through the Water
Replenishment District (WRD), in order to secure a treatment plant for the subject wells. The WRD Board
approved . the City's request on March 21, 2008. The SDWP will provide the engineering, design and
construction of the treatment plant at no cost to the City. This will save the City approximately $1,800,000.00 in
capital costs. The WRD has selected URS Engineering (URS) to facilitate the engineering and design of the
proposed treatment facility. URS will select the treatment technology to be used at the Smurfit site upon
approval of WRD and the City. At this time it appears the granular activated carbon (GAC) will be used due to
its low operation and maintenance costs along with its effectiveness in treating low levels of VOCs. It should be
noted that the Department was anticipating that the subject wells may have moderate levels of VOCs and
perchlorate based on a Hydrological Evaluation of the City's groundwater supplies performed by Geoscience
Support Services in 2005. In addition, Well 18, which is in close proximity to the subject wells, was destroyed
pN ^ -,009
By .
s
in 2008 due to 1,2 DCA and perehlorate levels that exceeded the MCL's for those containments. With this
information at hand the Department applied and received the above -mentioned SDWP funding.
A meeting was held on June 8, 2009, with the CDPD, URS, WRD, and Slade present to review the
project and discussed the proposed treatment technology. URS advised those present that GAC has been
recommended as a means of treatment based on its effectiveness removing VOCs and its low operation and
maintenance costs that are estimated to be $66.00 per acre-foot. URS had evaluated other treatment technologies
including BPGAC System ($135.00/af), Ultra Violet Oxidation ($229.00/af), and Photocatalytic Oxidation
($205.00/af). The GAC treatment technology was recommended because it effectively removes: low levels of
VOC contamination.
The CDPH expressed some concern relating to perchlorate contamination in close proximity to the
subject wells. The CDPH has requested that the Department make provisions for potential increases in
perchlorate contamination. These provisions could include blendingand/or treatment using ion exchange as a
means of removal. The Department has requested that URS provide an estimated cost per acre-foot for the ion
exchange treatment technology. The Department is currently waiting to receive the requested cost estimate. It
should be noted that the ion exchange method to remove perchlorate is not covered by WRD's SDWP. WRD
does, however, have a no 'interest loan available should one be required to cover the costs associated with this
technology. Charlene King of the WRD has taken the time to review all pertinent perchlorate data available and
found that the Central Basin region does not appear to have a plume, but rather a dispersed low-level
concentration scattered around the greater Vernon area.
In review of the current water crisis in California it is important that the City secure its own water
supplies. With recent environmental court rulings and drought conditions there may be a time in the not too
distant future where the City could have to rely solely on its groundwater supply to meet its water demand. In
addition, the Central Basin MWD is proposing to increase the price of their surface water supplies to $860.00/af
for Tier No. I water. As a comparison, the cost to the City would be approximately $320.00/af to pump its
groundwater supplies. In terms of treating with ion exchange technology it is estimated the costs will be far less
than that of the Tier No. 1 water.
A Staff Report is attached herewith along with a copy of the RFP. It is recommended that the City
Council at its next meeting grant the Department permission to issue RFP's to qualified engineering consulting
firms.
COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1435
July 2009
CITY OF VERNON
REQUEST FOR PROPOSALS
FOR ENGINEERING DESIGN AND CONSTRUCTION SUPPORT
SERVICES FOR WELLS 9 AND 10
The City of Vernon (City) is currently seeking Request for Proposals (RFP) from qualified
Engineering consulting firms for design and technical support services for the construction of a
fully operational pump station and related distribution facilities at Vernon Water Department
production Wells 9 and 10.
The City has taken possession of two former industrial wells at 2001 57`h Street that will function
as municipal water supply wells. The City retained the services of Richard C. Slade & Associates
LLC who performed a hydrogeological evaluation of the subject wells and found that the
groundwater contained volatile organic compounds (VOC) that exceeded the established
maximum containment levels. The Water Replenishment District (WRD) is providing. a
treatment facility to the City as part of their Wellhead Treatment Program to eliminate the VOC
contamination. The WRD entered into an agreement with the URS Corporation for the design
and construction support services of a treatment plant at the proposed project site. URS is in the
process of determining a suitable treatment technology. The selected consultant shall coordinate
activities with URS to insure all logistical functions are facilitated in a timely fashion.
The City will select a consulting firm which demonstrates proven capabilities for water wellhead
and pump design, as well as knowledge_ of telemetry systems. Proposals should reflect.
knowledge of these areas of expertise, recent related experience, proposed scope of work,
tentative project schedule and proposed not to exceed fees for each phase of the proposed work.
The firm selected will be expected to work with designated City representatives to complete the
project.
PROPOSAL FORMAT
The proposal shall include, at minimum, the following items:
• Letter of Transmittal;
Excfusivef Industrial
• Executive Summary — Limit to two pages;
• Understanding of, and approach to, the project;
• Experience with similar projects completed in the past five (5) years and related references;
• Qualifications of the firm members and their commitment to the project; and
• A schedule of work.
Insurance: Before the contract is awarded, the City of Vernon requires the consultant to provide
proof of insurance, including a standard certificate of insurance, in at least the amounts and
coverage indicated on the insurance schedule. In addition to the standard certificate of insurance,
proof of general and umbrella liability coverage shall also be furnished in the form indicated on
the attached insurance schedule, Addendum "A."
Contact Person: The contact person for this project is Scott Rigg who can be reached at (323)
583-8811, extension 279, Monday through Thursday between 7:00 A.M. and 5:30 P.M.
The Scope of Work Items described in this RFP are only a guide to the anticipated minimum
scope of work. In addition to the above items, the proposal shall include all elements of design
and support services, which can reasonably be anticipated as needed to complete this project.
There is no limit to the total number of pages included in your proposal. However, proposals
should be as concise'as possible while still conveying all required information.
Submit one original and four copies of the proposal, and in a separate envelope, one original. of
the professional fees to perform the work. The proposal shall be addressed to:
Samuel Kevin Wilson, P.E., Director of Community Services & Water
4305 Santa Fe Avenue
Vernon, CA 90058
PROPOSALSCHEDULE
Competitive sealed proposals will be accepted until 2:00 P.M. local time. Any
proposal received after that time will not be considered. The professional fees shall be in a
separate sealed envelope.
The following items,address general proposal preparation issues:
• The consultant is solely responsible for any costs incurred by responding to this RFP;
• The proposal shall be signed by an official authorized to bind the consultant to the
proposal and agreement;
• The proposal shall be valid for 180 days
2
• The contents of the consultant's proposal and the RFP may become a contractual
obligation. The consultant shall comply with all federal, state and local regulations
governing any aspect'of the project, including conflict of interest laws and regulations;
• The consultant shall cooperate with the City and shall promptly and appropriately
respond to design review/plan check comments made by the City, on the City's behalf, or
by other regulatory agencies;
• All work shall be performed in accordance with usual and customary standards of care
for similar work performed in this area;
• The consultant shall provide and pay for all printing and reproduction of all drawings and
specifications until design drawings and specifications are approved by the City and other
agencies and construction documents are ready for bidding;
• City action on proposals normally will be taken within 45 days of opening, however, no
guarantee or representation is made herein as to the time between the proposal opening
and subsequent action; and
• The City reserves the right to accept or reject any and/or all proposals, to waive
irregularities'and technicalities, and to request resubmission. There is no obligation on the
part of the City to award the contract to the lowest bidder and the City reserves the right
to award the contract to the most qualified bidder submitting a responsive proposal with a
resulting negotiated agreement which is most advantageous and in the best interests of
the City. The City shall be the sole judge of the proposal and the resulting negotiated
agreement that is in its best interest and its decision shall be final.
SCOPE OF WORK
The project includes the following elements: ,
• The design of facilities to operate the subject water wells including pumps, variable speed
motors, electrical systems and housing, power utility service and emergency power
source connections, pump pedestal installation, connection to City's selected SCADA
system in order to automate, meter and control storage/production operations, flush basin,
drain line, and connection discharge piping from treatment plant to existing water
'distribution system;
• Flow metering equipment and piping connection to treatment plant;
• Site review relating to access paving and grading;
• A description of the tasks to be performed as related to each aspect of the project;
• An estimated number of employee hours for each task and an estimated number of
meetings to be used for comparison and evaluation; and
• A description of any potential work not included in the consultant's scope of services or
which has not been identified in this Request for Proposal, which the consultant feels is
essential to the successful completion of the project. This would include additional
services by the consultant or any other necessary tasks to be provided by the City. This
potential work must be clearly identified, along with a suggested basis for payment,
should those services be necessary or elected by the City.
CONSULTANT'S SCOPE OF ANTICIPATED SERVICES
The prospective consultant shall provide a proposal for the full scope of services as described in
this RFP.
DESIGN REPORT. The preparation and completion of a design report, which shall include but
not limited to the elements listed below:
• The design report shall evaluate and recommend the type and size of the proposed water
well's pump pedestal, prime mover, discharge head and associated pump building
structure;
• The chosen consultant must prepare cost estimates for both the installation and operation
of the proposed water well.
DESIGN AND SPECIFICATION PREPARATION. The preparation and completion of the
water wellhead and pump design and specifications shall include but not be limited to the
elements listed below:
• Attend meetings with City and selected contractor to determine the project parameters
and review work in progress;
Prepare fully engineered construction plans, specifications, bid documents and detailed
cost estimates for work. The design shall include all facilities on the proposed water well
site including electrical, emergency power source connections, disinfection system,
SCADA system(s) and required piping to connect to the existing distribution system. The
design shall include provisions for a detention basin to accommodate the well flushing
cycle. The detention basin shall be designed to connect to the existing storm drain
system. Moreover, cost estimates for the project shall include a recommended
contingency for change orders. The plans shall incorporate the city of Vernon
construction standards, and meet all federal, state and local requirements as necessary.
Specifically, the design specifications must meet all California Department of Public
Health (CDPH) Services Office of Drinking Water regulations, Green Book, and
American Water Works Association (AWWA) design specifications.
• Preparation of an Operation, Monitoring, and Maintenance. Plan as required by the
CDPH;
• Coordinate with agencies owning underground and overhead structures in the vicinity of
the proposed water well to eliminate any conflicts;
• Assist with securing necessary approval and plan checks from regulatory agencies prior
to bids, revision of project documents as indicated by such agencies for the construction
of the wellhead, building, and associated facilities; and
• Make presentations to the Vernon City Council members and/or the public as required.
PROJECT BID PROCESS. The project bid process shall include but not be limited to the
elements listed below:
• Assist bidders' questions during the bid period and preparation of modifications to the
project documents and addenda, as necessary;
• Conduct a mandatory pre -bid conference; and
• Assist with review and evaluation of bids; provide recommendations in regard to
construction contract.award, and assistance with contract negotiations, as necessary.
CONSTRUCTION OBSERVATION. The construction and start up of the project shall include
but not be limited to the elements listed below:
• Assist with conducting a pre -construction meeting;
• Coordination of the project construction with the primary contractor; including
responding to request for clarifications, information requests, reviewing and providing
recommendations on proposed change orders.
• Oversee construction, start-up and tests, routine inspection as necessary, reports on
construction progress and quality, and recommendations for correcting deficiencies and
clarification of drawings as required. The City will provide contract administration on a
daily basis;
• Assist with the review and recommendations for all progress payment requests, including
requests for extra work and/or change orders;
• Review and approval of all shop drawings and material submittals;
• Oversee operational tests to describe'all performance characteristics; and
• Provide a final report which documents the completion of all work in accordance with
plans and specifications, including as -built drawings and. specifications with annotations
indicating any changes made to the plans and specifications during construction.
PROPOSAL REQUIREMENTS.
ORGANIZATIONAL REQUIREMENTS. Organizational qualifications shall include the
following:
• A brief description of the organization's qualifications and a list of proposed personnel to
be assigned to the project. No change in project team members shall be made without
expressed written consent of the City;
• Designation of a project manager who will be responsible for the project throughout.its
duration and who has the authority to represent the firm;
5
• A description of the organization's expertise and previous experience in the specific areas
described in this RFP;
• A list of company names, addresses, telephone numbers and contacts for at least five (5)
clients for whom the consultant accomplished similar work in California. Work for the
reference must have occurred within the last five (5) years and dates of project
completion must be included; and
• A list of sub -consultants, if any will be used to complete the project. The list shall include
the nature and extent of the work to be accomplished by the sub -consultant, a description
of the sub -consultant's qualifications, a list of at least five (5) references for whom the
sub -consultant completed similar work, and resumes for the personnel proposed for
assignment to the project. References must be related to work that occurred within the
previous five (5) years.
CRITERIA FOR SELECTION
A Committee of City staff members will evaluate and rank the qualified proposals in response to
the Request for Proposal.If deemed necessary by the staff committee, the top ranked consultants
will be, invited to an oral interview before the committee. The professional fee envelopes will be
opened only after the consultants are ranked'based upon their qualifications.
Please be advised that if the, City Attorney determines there is a conflict of interest that would
prevent the City from contracting with a design team, then that proposal shall be disqualified.
Evaluation of proposals and interviews will include the following criteria:
• Experience, credentials and time commitment of the Project Manager and other key
personnel assigned to the project;
• Experience of the consultant in completing projects of similar nature;
• . Responsiveness to the project objectives and preparation of an all-inclusive scope of work;
and
• Ability to meet the project schedule.
• Professional fees.
The most qualified firm, based on submitted information and the interview, will be selected to
enter into the agreement with the City. The City reserves the right, in their sole discretion, to
reject any and all proposals if such action is determined to be in the best interest of the City. A
sample agreement has been included for your°review.
Addendum (A)
INSURANCE SCHEDULE (CONSULTANT)
Consultant shall provide proof of insurance, including but not limited to, a standard original certificate of
insurance; "in at least the following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Bodily InjurX Property Damage
Hazards Each Person Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $i,000,000 $ 500,000.
Hired Automobiles $ 500,000 $1,000,000 $ 500;000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $Statutory
Employers' Liability $1,000,000 eu r employer
II. Liabili
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,006,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$190001,000
$2,00000
$15000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1 000 000
Professional Liability
$2,000,000,,
S2,000.000
$2 000`000
a The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City, of Vernon thirty (30) daysnotice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and professional insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
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:
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.
3.40. 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.
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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. t
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
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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.
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
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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
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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
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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.
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Contractor:
Fax: ***
Telephone: ***
City:
City of Vernon
Attn: Manuela Giron,
City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 323-826-1438
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
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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.
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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:
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