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Resolution No. 2010-151RESOLUTION NO. 2010-151 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS FOR THE PREPARATION OF THE 2010 URBAN WATER MANAGEMENT PLAN WHEREAS, the City of Vernon is interested in obtaining proposals from qualified consulting firms for the preparation of the 2010 Urban Water Management Plan ("UWMP"); and WHEREAS, the Urban Water Management Plan Act of 1983, as codified in Section 10610 et seq. of the California Water Code, requires that every urban water supplier update its urban water management plan every five years to serve as a long-range planning document for water supply, a source of data for development of a regional water plan, and a source document for cities and counties; and WHEREAS, Senate Bill 7 (SB 7), which was adopted by the Legislature in 2009, provides that urban water suppliers must complete their UWMPs by July 1, 2011; and WHEREAS, the Director of Community Services & Water has requested the issuance of a request for proposals for consulting firms for the preparation of the UWMP (the "RFP"). 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 City Administrator, or his designee, to issue in accordance with Vernon City Code Section 2.29-2 the RFP, a copy of which is attached hereto as Exhibit A, to one or more qualified consulting 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, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 1st day of November, 2010. ATT T: Wil and G. m gucu, City Clerk Name: Hilario Gonzales Title: Mayor - 2 - STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-151, was duly passed, approved and adopted by the City Council of. the City of Vernon at a regular meeting of the City Council duly held on Monday, November 1, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this / day of November, 2010, at Vernon, California. 4, Willard G. Y a uc 1 City Clerk (SEAL) 3 - 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 REQUEST FOR PROPOSAL FOR THE PREPARATION OF AN URBAN.WATER MANAGEMENT PLAN FOR THE CITY OF VERNON November 2010 INTENT The City of Vernon (City) is seeking a professional consulting firm to prepare an Urban Water Management Plan (UWMP) that fulfills the requirements of the California Urban Water Management Planning Act, as codified in Section 10610 et seq. of the California Water Code ("Act"). The UWMP shall be a precise and systematic evaluation conducted in full compliance with the California Department of Water Resources Guidebook requirements and the Act. The UWMP shall provide the City with analytical data and detailed recommendations in order to meet the above -mentioned regulations and statutory 'requirements. CONSULTING SERVICES CONTRACT A sample of the City's Standard. Professional Consulting Services Agreement and. Insurance Requirements the successful Proposer will be required to, enter into with the City is herein attached. Proposers are strongly advised to review all the terms and conditions of the sample Agreement. If the Proposer takes exception to any provision in the attached sample Agreement, the Proposer must specify each provision and give . a detailed statement of why he takes exception to such provision. The extent to which the Proposer takes exception to the City's Agreement will be considered and evaluated in the Agreement award.. Submission of the Proposing firm's standard Agreement as a part of the proposal will not be accepted. EXclusive y Industriaf This Request for Proposal q(RFP)., describes the proposal format, .preliminary scope of services, and the minimum information that must be included in the Proposal and in the selection process. Failure to submit the,Propsal in accordance with -.the procedures outlined below may be cause for disqualification. BACKGROUND The City's Department of Community Services manages and operates the water distribution system. The City's water system_ serves a population of approximately 40,000 through nearly 1,200 service connections. Vernon's water distribution system consists of eight wells, three booster plants, and six ground level reservoirs, one . below- ground reservoir, one elevated tank and three backup power generators. The total storage capacity is approximately 1& 5 million. CONSULTANT OUALIFICATIONS The City proposes to retain a qualified consultant to develop the UWMP.. Only consultants with demonstrated experience and training in..the area of UWMP development will be considered. Minimum consultant qualifications are as follows: • Trained in UWMP development • Demonstrated experience in conducting and producing LIWMP PROPOSED EOOMAT The Proposal shall be concise, well organized and demonstrate the consultant's qualifications and experience relating to the proposed project. The Proposal shall include, .at minimum, the following information: 1) Consultant Identification: Legal name of business, form of business (corporation, partnership, or other), location and address, telephone and fax numbers, a -mail address and contact person. 2)Executive Summary: An executive summary of the Proposal identifying the entity/team being presented for consideration. The summary shall .include a brief history of the organization, background information and relevant experience: Provide proof of capabilities of your firm/team to meet the California -Department of Water Resources Guidelines: 3) Experience: Previous experience in the preparation of a LWMP. 4) Key Staff Provide a list of key staff that will be assigned to this project and their relevant qualifications. Include resumes of all key personnel listed. Key personnel, as defined by the City, shall not be removed from the project without prior written approval from the 2 r City. Only personnel with equal or better q qualifications will be considered for substitution. 5) Project Understanding: A statement demonstrating understanding of the UWMP shall be included with your proposal. 6) Approach and Scope. of Work: Description of services to be provided and how the services and activities will be accomplished. The. Preliminary. Scope of Work that follows this section is considered to be a general guideline; however, the consultant shall develop and submit the final scope of work as part of the Proposal. 7) Project Costs: The UWMP costs are to be included and shall indicate the proposed "not - to -exceed" cost for completing the tasks identified and presented by the consultant in the Scope of Work. The fee schedule shall be enclosed in a separate envelope titled "fee .schedule" and include man-hour estimates per task, hourly -billing rates of personnel to be utilized on the project, and other associated costs. The total "not -to -exceed" cost shall include the costs of all personnel, sub consultants, administration, overhead, meeting attendance, research, travel, postage, reproduction, and all other related costs, both direct and indirect, necessary to complete the Project. SCOPE OF WORK Consultant shall prepare a UWMP that fulfills the requirements of the Act. Any revisions to the UWMP as required by the Department of Water Resources shall .be made by the Consultant at no cost to the City. The 'consultant shall assist the City in the adoption and implementation of the UWMP. In accordance with the UWMP, the following components, as set -forth in the Act, shall be addressed in a detailed and comprehensive fashion as required by=the Act: • The consultant shall work in concert with local agencies to facilitate the preparation of the UWMP. The consultant . shall notify local agencies, of the opportunity to submit comments on the update process. (Cal. Water Code §§ 10620, 10621) • The consultant shall prepare a UWMP commensurate with the numbers of customers served and the volume of water supplied. (§ 10630) 9 The consultant shall describe the service area of the City including current and projected population, climate, and other demographic factors affecting the City's water management planning. (§ 10631(a)) • The consultant shall identify and quantify the existing and planned sources of water available to the City. (§ 10631(b)) • The consultant shall provide a copy of any existing groundwater management plan adopted by the City; provide a description of any groundwater basin from which the City pumps groundwater; prepare a detailed description and analysis of the location, amount, and sufficiency of groundwater pumped by the City for the past 5 years; and prepare a 3 r detailed description and analysis of the amount and location of groundwater that is projected to be pumped by the City. (§ 10631(b)) • The- consultant shall describe the reliability of the City's water supply and vulnerability to seasonal or climatic shortages. (§ 10631(c)) • The consultant shall describe the opportunities for the City in terms of exchanges or transfers of water- on a short-term and long-term basis. (§ 1063l(d)) • The Consultant shall quantify the City's past, current, and projected water use. (§ 10631(e)) • The consultant shall provide- a description of the City's water demand management measures. (§, 10631{f))- • The consultant shall prepare an evaluation of each water demand management measure not currently being implemented or scheduled for implementation by the City. (§ 10631(g))- • The consultant shall prepare a description of all water supply programs that may be undertaken by the City to meet the total project water use as established pursuant to subdivision (a) of Section 10635 of the California Water Code. (§ 10631(h)) • The consultant shall describe opportunities for the development of desalinated water. (§ 10631(i)) • The consultant shall provide the City's wholesale agency with water use projections from the City for that source of water in five-year increments to 20 years or as far as data is available. (§ 10631(k)) • The consultant shall develop stages of action [or a multi -staged action plan] to be undertaken by the City in response to water supply shortages, including up to a fifty percent (50%) reduction in water availability. (§ 10632(a)) • The consultant shall develop an estimate of the minimum water supply available during each of the next three years based on the driest three-year historic sequence for the City's water supply. (§ 10632(b)) • The consultant shall prepare. a plan of action for a catastrophic interruption of water supplies including a. regional power outage, earthquake, or manmade disaster. (§ 10632(c)) • The consultant shall include the City's existing mandatory prohibitions against specific water, use practices during water shortages. (§ 10632(d)) , 4 • The consultant shall develop for the City consumption reduction methods to be employed in the event of severe water use restrictions. (§ 10632(e)) • The consultant shall incorporate the City's existing penalties. or charges for excessive use. (§ 10632(f)) • The consultant shall incorporate an analysis of potential revenue impacts to the City as a 'result of reduced water sales during shortages. (§ 10632(g)) • The consultant shall incorporate the City's existing water conservation ordinance. (§ 10632(h)) • The consultant. shall develop mechanisms for determining actual reductions in water use pursuant to the urban water shortage contingency analysis. (§ 10632(i)) • The consultant shall include information on recycled water and its potential use as a water source in the City's service area. (§ 10633(a) — (d)) • The consultant shall develop a projected use. of recycled water in the City's service area at the end of 5, 10, 15, and 20 years. (§ 10633(e)) • The consultant shall include a description of actions to encourage the use of recycled water and the projected results of these actions in terns of acre-feet of recycled water used per year. (§ 10633(f)) s • The .consultant shall collect and analyze information relating to the quality of existing sources of water available to the City over five-year increments as described in Section 10631(a) of the California Water Code. (§ 10634) • The consultant shall include in the UWMP an assessment of the reliability of the City's water service to its customers during normal, �'Y, and multiple p dry water years. The assessment shall also the total water supply sources available. to the City with the total projected water use over the next 20-years, in five-year increments, for a normal water year, a single dry water year, and. multiple dry water years. The assessment shall be based upon the information compiled pursuant to Section 10631 of the California Water Code. (§ 10635(a)) 5 Project Schedule: The consultant shall submit an initial schedule with the pertinent milestones for major tasks involved in the UWMP. The schedule shall be updated and submitted monthly to City staff. Meetings: The consultant shall meet with City's representatives not less than once a month for the duration of the project to discuss the progress of the work, including schedules, budgets, and overall status of the project. Monthly Project Status: The consultant shall submit to the City on a monthly basis an accurate record -of tasks completed. Research and Data Collection: Specific site information with respect to required analytical data and historic water usage trends and requirements will be provided by the City at the project kickoff meeting to be scheduled following the City's issuance ofthe Notice to Proceed to the consultant. CONSULTANT SELECTION: The selection of a firm to provide the requested services will be based on demonstrated competence, professional qualifications, staffing and previous experience necessary for the satisfactory performance of the services required. Prior experience with , providing similar services -is .highly desirable. The City -of Vernon will evaluate the Proposals, interview the best candidate consultants and select the consultant. CITY RESPONSIBLITIES The City of Vernon shall provide the consultant with the following: e Access to copies of all available vdsting-data, .information, reports, records and maps which may be relevant to this project. City staff will support consultant's access to the collection -of existing data, information, reports, etc. • Access to all facilities included in this project. Support staff to assist consultant when required. PROPOSAL SUBMITTAL The Proposal shall be submitted to Samuel Kevin Wilson, Director of Community Services, 4305 Santa Fe Avenue, Vernon CA, 90058, no later than 2:00 p.m. on Tuesday, December 9, 2010. The consultant shall submit four (4) copies of the subject proposal and fee schedule. The fee schedule shall be submitted in a separate sealed envelope. 2 [Delete before using: This form is for use for services when a monthly fee for services is paid. This form includes a professional liability insurance requirement.] SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] COVER PAGE Contractor: [insert name of contractor] Responsible Principal of Contractor: [insert name, title] Notice Information - Contractor: Notice Information - City: Commencement Date: Termination -Date: Consideration: [insert name of contractor] [insert insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] City of Vernon 4305 Santa Fe Avenue Vernon, CA .90058 Attention: Mark Whitworth City.Administrator Telephone::,(323) 58 -8811 next. 398 Facsimile: (323) 826-1408 [insert commencement date] [insert termination date], unless extended pursuant to Section 1 Total not to exceed $[insert amount] (includes all applicable sales tax) and more particularly described in Exhibit B 12720-0001\1188440v2 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION .OF SERVICES] THIS AGREEMENT is made and entered into as of , 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in] corporation ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain [brief description of services] services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City (b) In the event that City renews this Agreement, Contractor may submit a .proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and'skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. 2 12720-0001\1230847v1.doc (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those.employed by it. or in anyway. affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City; and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. ` Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services required by this Agreement, the monthly fee and expense reimbursement set forth in Exhibit B ("Monthly Fee and Expenses"). The Monthly Fee and Expenses shall constitute reimbursement. of Contractor's fee ,for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, tax, assembly, and installation, as applicable). (b) Contractor, shall be entitled to. reimbursement. only for those expenses . expressly set forth in Exhibit B.. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4, Method of Pavment. (a) Invoices. Contractor shall submit invoices monthly for services and expenses: Invoices shall include the month. for which the services were provided, the dates of such services, and a description of the services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty.(30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training,,and.other -qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses,. and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted, prior to delivery to City of proof of insurance Contractor. .paid and maintained by Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: 3 12720-0001 \ 1230847v1.doc (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Contractor presently has no interest and shall not have any interest, direct or indirect; which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive -direction and control. Neither City nor any of its officers, Officials, employees, agents, or volunteers shall have control over the conduct -of -Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor -shall not at any time or in any manner represent that it or any of its officers- employees, or agents are °inany manner officers,officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees; or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for. performing Services, hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injuryor sickness arising out of performing Services hereunder. (c). Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a) Termination Right.. Either Party may; at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the other Party at least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for work performed up to the time of termination, calculated on a pro rata basis for any partial months and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take 4 12720-0001 \1230847v 1.doc all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement; shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, customer information, business practices, business methods, privileged information, trade secrets, financial statements, floor plans, designs, maps, surveys; drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent: City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this. section shall survive the_termination of this Agreement. City may disclose to third parties=any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential .Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. 'is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv: information which is required to be disclosed pursuant to any court order or directive having the force of law. Agreement. (c) The provisions of this section shall survive the termination of this Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, .City shall have no obligation or duty to continue compensating Contractor for 5 12720-0001 \1 230847v ] .doc any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from; or -are in any way related to the performance or non-performance of. this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section f4. Insurance. (a) . Contractor shall at all times during the term of this Agreement.carry, maintain, and keep in full force and effect, a policy or'policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,- combined- single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry; maintain, and -keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One -Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement cant' maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees, or agents. (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (e) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Bests Insurance Guide. (g) Contractor shall require each of its subconsultants or sub -contractors to maintain insurance coverage which that meets all.of the requirements of this Agreement. (h) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is 6 12720-0001 \ 1230847v 1.doc available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required amounts. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such cerfificate or certificates. The policies of insurance required. by this Agreement shall contain an endorsement naming the City as additional insured; provided, however, an endorsement naming the.City as an additional insured is not required for the Professional Liability Insurance policy. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30)_ days prior written notice to City, and specifically .stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. 6) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City. (k) Any deductibles or self -insured retentions must be declared tdand approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure -a bond guarani teeing of losses and expenses. Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three -arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing., and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Courtof California, Los Angeles County. Section 17. Attorneys Fees. 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 or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7 12720-0001\1230847v1.doc Section 18. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 19. Entire. Agreement and Modifications. This Agreement, including attachme. nts incorporated herein by reference, represents the entire agreement and understanding between the Parties, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section. 20. Waiver. 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 whether. of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default 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. No waiver, benefit, privilege, -:or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 21. Force Maieure. Neither party shall be considered in default of 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 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 tendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force.sholl 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. Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the :Cover Page under "Notice Information — City" "or "Notice Information = Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this.Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of thisAgreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenient reference only and shall not affect the interpretation of the Agreement. 8 12720-0001 \1230847v l.doc Section 26.. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Victor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. 9 1272D-Qfw1M230847;A., w IN -WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation By: HILARIO GONZALES Mayor ATTEST: [CONTRACTOR'S NAME], a [State incorporated in] corporation By: Name: Title: By: Name: WILLARD G. YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 10 12720-0001\1230847v1.doc EXHIBIT A SCOPE OF SERVICES Example '(Replace with actual terms): I. Scope of Services to be performed by Contractor Contractor shall perform services. ("Services") to assist City in all aspects of Projects (the "Projects"). At the request of the City Administrator, or his designee, Contractor shall perform all required Services, including but not.limited to, the following: • [LIST]; • [LIST]; • [LIST]. II: Responsible• Principal of Contractor The responsible principal of Contractor is ("Responsible Principal'), who shall perform all Services under this Agreement unless otherwise agreed to in writing by City. 11 12720-0001 \1230847v l .doc EXHIBIT B MONTHLY FEE AND EXPENSES Example (Delete and replace with actual terms): Contractor shall be paid $ .00 per month for Services. Contractor shall be reimbursed for out-of-pocket expenses not to exceed $ .00 per month. Out-of-pocket expenses include telephone, facsimile transmission, mail, messenger charges,. information retrieval, and.travel expenses as appropriate to the Services actually performed. 12 12720-0001\1230847v1.doc CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: November 3, 2010 TO: S. Kevin Wilson, Director of Community Services & Water FROM: Willard Yamaguchi, City Clerk RE: Resolution No. 2010-151 — A Resolution of the City Council of the City of Vernon Authorizing the Issuance of a Request for Proposals for the Preparation of the 2010 Urban Water Management Plan Transmitted herewith is a copy of Resolution No. 2.010-151 referenced above, which was approved by City Council on November 1, 2010. Thank you. WY:dj Attachment c: Resolution No. 2010-151 RECEIVED OCT 0`5 2010 STAFF REPORT MY CLERK'S OFFICE COMMUNITY SERVICES & WATER DEPARTMENT DATE: September 28, 2010 TO: Mayor and City Council FROM: Samuel Kevin Wilson,lirector of Community Services and Water RE: Request to Issue Request for Proposals to Qualified Consultants for the Preparation of the 2010 Urban Water Management Plan The Urban Water Management Planning Act of 1983 requires that every urban water supplier update its Urban Water Management Plan (UWMP) every five years. UWMP's are intended to serve as a long-range planning document for water supply, a source of data for development of a regional water plan, and a source document for cities and counties as they prepare their General Plans. The UWMP was originally due for submittal to the Department of Water Resources (DWR) on December 31, 2010. However, recently adopted Senate Bill 7 (SB 7) granted all urban water retailers an extension until July 1, 2011 for the completion of the 2010 UWMP, in order to ensure that all new legislation requirements are incorporated. SB 7 includes the Governor's 20 x 2020 mandatory conservation goals and requires all urban water retailers to comply with interim per capita water reductions by July 1, 2016, or else risk losing eligibility for state water grants and loans. In addition, Assembly Bill 1420 also links additional funding sources to UWMP components. The provisions of the 2010 UWMP require that urban water suppliers, prior to adopting the plan, must make the plan available to the public for review and comment and hold a public hearing. Moreover, within 30 days of adoption, a copy of the completed UWMP must be sent to the DWR and California State Library in accordance with § 10644(a) of the California UWMP Act. Attached herewith is a copy the Request for Proposal (RFP) to solicit proposals from qualified consultants for the preparation of the 2010 UWMP. The City Attorney's office has reviewed the subject RFP and has approved it to form. It is my recommendation that approval be granted at the next City Council meeting to issue RFP's to qualified consulting firms for the preparation of the 2010 UWMP. Thank you. SKW/sr Enclosures of VER `l e��' •e�N s 4S�1,ELY iN9V COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Mark Whitworth, City AdministratorC�t�� lv = '-/0 FROM: Samuel Kevin Wilson;'Director of Community Services and Water DATE: September 28, 2010 SUBJECT: Request to Issue Request for Proposals to Qualified Consultants for the Preparation of the 2010 Urban Water Management Plan The Urban Water Management Planning Act of 1983 requires that every urban water supplier update its Urban Water Management Plan (UWMP) every 5 years. The City of Vernon had a consultant prepare the 2005 UWMP. UWMP's are intended to serve as a long-range planning document for water supply, a source of data for development of a regional water .plan, and a source document for cities and counties as they prepare their General Plans. The 2010 UWMP was originally due for submittal to the Department of Water Resources (DWR) on December 31, 2010. However, recently adopted Senate Bill 7 (SB 7) granted all urban water retailers an extension until July 1, 2011 for the completion of the 2010 UWMP, in order to ensure that all new legislation requirements are incorporated. SB 7 includes the Governor's 20 x 2020 mandatory conservation goals and requires all urban water retailers to comply with interim per capita water reductions by July 1, 2016, or else risk losing eligibility for state water grants and loans. In addition, Assembly Bill 1420 also links additional funding sources to UWMP components. Additionally, the provisions of the 2010 UWMP require that urban water suppliers, prior to adopting the plan, must make the plan available to the public for review and comment and hold a public hearing. Moreover, within 30 days of adoption, a copy of the completed UWMP must be sent to the DWR and California State Library in accordance with § 10644(a) of the California UWMP Act. The Request for Proposal (RFP) has been reviewed by the City Attorney's office and approved to form. A Staff Report is herein attached recommending that the City Council approve the submittal of RFP's to qualified consulting firms for the preparation of the 2010 UWMP. Thank you. SKW/sr Enclosures F-\Water\Urban Water Management\UWW 2010 Cdy Administmtor.doc 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 REQUEST FOR PROPOSAL FOR THE PREPARATION OF AN URBAN WATER MANAGEMENT PLAN FOR THE CITY OF VERNON November 2010 INTENT The City of Vernon (City) is seeking a professional consulting firm to prepare an Urban Water. Management Plan (UWMP) that fulfills the requirements of the California Urban Water Management Planning Act, as codified in Section 10610 et seq. of the California Water Code ("Act"). The UWMP shall be a precise and systematic evaluation conducted in full compliance with the California Department of Water Resources Guidebook requirements and the Act. The UWMP shall provide the City with analytical data and detailed recommendations in order to meet the above -mentioned regulations and statutory requirements. CONSULTING SERVICES CONTRACT A sample of the City's Standard Professional Consulting Services Agreement and Insurance Requirements the successful Proposer will be required to, enter into with the City is herein attached. Proposers are strongly advised to review all the terms and conditions of the sample Agreement. If the Proposer takes exception to any provision in the attached sample Agreement, the Proposer must specify each provision and give a detailed statement of why he takes exception to such provision. The extent to which the Proposer takes exception to the City's Agreement will be considered and evaluated in the Agreement award.. Submission of the proposing firm's standard Agreement as a part of the proposal will not be accepted. EVcrusivefy Industriaf This Request for Proposal (RFP) describes the proposal format, preliminary scope of services, and the minimum information that must be included in the Proposal and in the selection process. Failure to submit the,Proposal in accordance with the procedures outlined below may be cause for disqualification. BACKGROUND The City's Department of 'Community Services manages and operates the water distribution system. The City's water system serves a population of approximately 40,000 through nearly 1,200 service connections. Vernon's water distribution system _consists of eight wells, three booster plants, and six ground level reservoirs, one below ground reservoir, one elevated tank and three backup power generators. The total storage capacity is approximately 16.75 million gallons. CONSULTANT QUALIFICATIONS The City proposes to retain a qualified consultant to develop the UWMP. Only consultants with demonstrated experience and training in. the area of UWMP development will be considered. Minimum consultant qualifications are follows: • Trained in UWMP development • Demonstrated experience in conducting and producing UWMP PROPOSED .FORMAT The Proposal. shall be concise, well organized and demonstrate the consultant's qualifications and experience relating to the proposed project. The Proposal shall include, -at minimum, the following information: 1) Consultant Identification: Legal name of business, form of business (corporation, partnership, or other), location and address, telephone and fax numbers, e-mail address and contact person. 2) Executive Summary: An executive summary of the Proposal identifying the entity/team being presented for consideration. The summary shall include a brief history of the organization, background information and relevant experience. Provide proof of capabilities of your firm/team to meet the California Department of Water Resources Guidelines. 3) Experience: Previous experience in the preparation of a UWMP. 4) Key Staff. Provide a list of key staff that will be assigned to this project and their -relevant qualifications. Include resumes of all key personnel listed. Key personnel, as defined by the City, shall not be removed from the project without prior written approval from the 2 x City. Only personnel with equal or better qualifications will be considered for substitution. 5) Project Understanding: A statement demonstrating understanding of the UWMP shall be included with your proposal. 6) Approach and Scope of Work: Description of services to be provided and how the services and activities will be accomplished: The Preliminary Scope of Work that follows this section is considered to be a general guideline; however, the consultant shall develop and submit the final scope of work as part of the Proposal. 7) Project Costs: The UWMP costs are to be included and shall indicate the proposed "not - to -exceed" cost for completing the tasks identified and presented by the consultant in the Scope of Work. The fee schedule shall be enclosed in a separate envelope titled "fee schedule" and include man-hour estimates per task, hourly -billing rates of personnel to be utilized on the project, and other associated costs. The total "not -to -exceed" cost shall include the costs of all personnel, subconsultants, administration, overhead, meeting attendance, research, travel, postage, reproduction, and all other related costs, both direct and indirect, necessary to complete the Project. SCOPE OF WORK Consultant shall prepare a UWMP that fulfills the requirements of the Act. Any revisions to the UWMP as required by the Department of Water Resources shall be made by the Consultant at no cost to the City. The consultant shall assist the City in the adoption and implementation of the UWMP. In accordance with the UWMP, the following components, as set forth in the Act, shall be addressed in a detailed and comprehensive fashion as required by the Act: The consultant shall work in concert with local agencies to facilitate the preparation of the UWMP. The consultant shall notify local agencies of the opportunity to submit comments on the update process. (Cal. Water Code §§ 10620, 10621) • The consultant shall prepare a UWMP commensurate with the numbers of customers served and the volume of water supplied. (§ 10630) • The consultant shall describe the service area of the City including current and projected population, climate, and other demographic factors affecting the City's water management planning. (§ 10631(a)) • The consultant shall identify and quantify the existing and planned sources of water available to the City. (§ 10631(b)) • The consultant shall provide a copy of any existing groundwater management plan adopted by the City; provide a description of any groundwater basin from which the City pumps groundwater; prepare a detailed description and analysis of the location, amount, and sufficiency of groundwater pumped by the City for the past 5 years; and prepare a 3 detailed description and analysis of the amount and location of groundwater that is projected to be pumped by the City. (§ 10631(b)) • The consultant shall describe the reliability of the City's water supply and vulnerability to seasonal or climatic shortages. (§ 10631(c)) • The consultant shall describe the opportunities for the City in terms of exchanges or transfers of water on a short-term and long-term basis. (§ 10631(d)) • The Consultant shall quantify the City's past, current, and projected water use. (§ 10631(e)) • The consultant shall provide a description of the City's water demand management measures. (§ 10631(f)) • The consultant shall prepare an evaluation of each water demand management measure not currently being implementedor scheduled for implementation by the City. (§ 10631(g)) • The consultant shall prepare a description of all water supply programs that may be undertaken by the City to meet the total project water use as established pursuant to subdivision (a) of Section 10635 of the California Water Code. (§ 10631(h)) • The consultant shall describe opportunities for the development of desalinated water. (§ 10631(i)) • The consultant shall provide the City's wholesale agency with water use projections from the City for that source of water in five-year increments to 20 years or as far as data is available. (§ 10631(k)) • The consultant shall develop stages of action [or a multi -staged action plan] to be undertaken by the City in response to water supply shortages, including up to a fifty percent (50%) reduction in water availability. (§ 10632(a)) • The consultant shall develop an estimate of the minimum water supply available during each of the next three years based on the driest three-year historic sequence for the City's water supply. (§ 10632(b)) • The consultant shall prepare a plan of action for a catastrophic interruption of water supplies including a regional power outage, earthquake, or manmade disaster. (§ 10632(c)) • The consultant shall include the City's existing mandatory prohibitions against specific water use practices during water shortages. (§ 10632(d)) M IF M • The consultant shall develop for the City consumption reduction methods to be employed in the event of severe water use restrictions. (§ 10632(e)) • The consultant shall incorporate the City's existing penalties or charges for excessive use. (§ 10632(f)) • The consultant shall incorporate an analysis of potential revenue impacts to the City as a result of reduced water sales during shortages. (§ 10632(g)) • The consultant shall incorporate the City's existing water conservation ordinance. (§ 10.632(h)) • The consultant, shall develop mechanisms for determining actual reductions in water use pursuant to the urban water shortage contingency analysis. (§ 10632(i)) • The consultant shall include information on recycled water and its potential use as a water source in the City's service area. (§ 10633(a) — (d)) • The consultant shall develop a projected use of recycled water in the City's service area at the end of 5, 10, 15, and 20 years. (§ 10633(e)) • The consultant shall include a description of actions to encourage the use of recycled water and the projected results of these actions in term_ s of acre-feet of recycled water used per year. (§ 10633(f)) • The consultant shall collect and analyze information relating to the quality of existing sources of water available to the City over five-year increments as described in Section 10631(a) of the California Water Code. (§ 10634) • The consultant shall include in the UWMP an assessment of the reliability of the City's water service to its customers during normal, dry, and multiple dry water years The assessment shall also the total water supply sources available to the City with the total projected water use over the next 20-years, in five-year increments, for a normal water year, a single dry water year, and. multiple dry water years. The assessment shall be based upon the information compiled pursuant to Section 10631 of the California Water Code. (§ 10635(a)) 5 Project Schedule: The consultant shall submit an initial schedule with the pertinent milestones for major tasks involved in the UWMP. The schedule shall be updated and submitted monthly to City staff. Meetings The consultant shall meet with City's representatives not less than once a month for the duration of the project to discuss the progress of the work, including schedules, budgets, and overall status of the project. Monthly Project Status: The consultant shall submit to the City on a monthly basis an accurate record of tasks completed. Research and Data Collection: Specific site information with respect to required analytical data and historic water usage trends and requirements will be provided by the City at the project kickoff meeting to be scheduled following the City's issuance of the Notice to Proceed to the consultant. CONSULTANT SELECTION: The selection of a firm to provide the requested services will be based on demonstrated competence, professional qualifications, staffing and previous experience necessary for the satisfactory performance of the services required. Prior experience with Providing similar services is .highly desirable. The City -of Vernon will evaluate the Proposals, interview the best candidate consultants and select the consultant. CITY RESPONSIBLITIES The City of Vernon shall provide the consultant with the following: • Access to copies of all available -existing-data, information, reports, records and maps which may be relevant to this project. City staff will support consultant's access to the collection,of existing data, information, reports, etc. • Access to all facilities included in this project. Support staff to assist consultant when required. PROPOSAL SUBMITTAL The Proposal shall be submitted to Samuel Kevin Wilson, Director of Community Services, 4305 Santa Fe Avenue, Vernon CA, 90058, no later than 2:00 p.m. on Tuesday, December 9, 2010. The consultant shall submit four (4) copies of the subject proposal and fee schedule. The fee schedule shall be submitted in a separate sealed envelope. [Delete before using: This form is for use for services when a monthly fee for services is paid. This form includes a professional liability insurance requirement.] SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] COVER PAGE Contractor: [insert name of contractor] Responsible Principal of Contractor: [insert name, title] Notice Information - Contractor: [insert name of -contractor] [insert insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1408 Commencement Date: [insert commencement date] Termination. bate: [insert termination date], unless extended pursuant to Section 1 Consideration: Total not to exceed $[insert amount] (includes all applicable sales tax); and more particularly described in Exhibit B 12720-0001\1188440v2 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] THIS AGREEMENT is made and entered into as of , 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in] corporation ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain [brief description of services] services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. 2 12720-0001 \ 1230847v l .doc (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services required by this Agreement, the monthly fee and expense reimbursement set forth in Exhibit B ("Monthly Fee and Expenses"). The Monthly Fee and Expenses shall constitute reimbursement of Contractor's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including without limitation, all labor, materials, delivery, tax, assembly, and installation, as applicable). (b) Contractor shall be entitled to. reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for services and expenses. Invoices shall include the month for which the services were provided, the dates of such services, and a description of the services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty.(30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: 3 12720-0001\1230847v1.doc any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in anyway arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 14. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry; maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect City from any Josses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees, or agents. (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (e) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (g) Contractor shall require each of its subconsultants or sub -contractors to maintain insurance coverage which that meets all of the requirements of this Agreement. (h) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is 6 12720-0001\1230847v1.doc available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, -a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required amounts. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as additional insured; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. Q) The insurance provided by Contractor shall be primary to any coverage. available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City. (k) . Any deductibles or self -insured retentions must be declared to -and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procurea bond guaranteeing payment of losses and expenses. Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 17. Attorneys Fees. 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 or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7 12720-0001\1230847v1.doc Section 18. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 19. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between the Parties, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 20. Waiver. 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 whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default 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. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 21. Force Maieure. Neither party shall be considered in default of 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 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. Section 22. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information - Contractor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this. Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenient reference only and shall not affect the interpretation of the Agreement. 8 12720-000 1\1230847v l .doc Section 26. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page] 0 12720-0001\1230847v1.doc IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City [CONTRACTOR'S NAME], a [State and California municipal corporation incorporated in] corporation By: By: HILARIO GONZALES Name: Mayor Title: ATTEST: By: Name: WILLARD G. YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney 10 12720-0001\1230847v1.doc EXHIBIT A SCOPE OF SERVICES Example (Replace with actual terms): I. Scope of Services to be performed by Contractor Contractor shall perform services ("Services") to assist City in all aspects of projects (the "Projects"). At the request of the City Administrator, or his designee, Contractor shall perform all required Services, including but not limited to, the following: • [LIST]; • [LIST]; • [LIST]. II. Responsible Principal of Contractor The responsible principal of Contractor is ("Responsible Principal'), who shall perform all Services under this Agreement unless otherwise agreed to in writing by City. 11 12720-0001 \1230847v l .doc W El EXHIBIT B MONTHLY FEE AND EXPENSES Example (Delete and replace with actual terms): Contractor shall be paid $ .00 per month for Services. Contractor shall be reimbursed for out-of-pocket expenses not to exceed $ .00 per month. Out-of-pocket expenses include telephone, facsimile transmission, mail, messenger charges, information retrieval, and travel expenses as appropriate to the Services actually performed. 12720-0001\1230847v1.doc 12