Resolution No. 2010-170RESOLUTION NO. 2010-170
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF A REQUEST FOR
PROPOSALS FOR THE MAINTENANCE, TESTING AND REPAIR
OF UNDERGROUND AND ABOVEGROUND STORAGE TANKS, FUEL
DISPENSERS AND RELATED FACILITIES
WHEREAS, the City of Vernon is interested in obtaining
proposals from qualified contractors to for the maintenance, testing
and repair of underground and aboveground storage tanks, fuel
dispensers and related facilities located at the Fire Stations and
City Hall; and
WHEREAS, the Director of Community Services & Water has
requested the issuance of a request for proposals for the maintenance,
testing and repair of underground and aboveground storage tanks, fuel
dispensers and related facilities (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
contractors, 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 15th day of November, 2010.
ATT ST:
WiT and G. Ya u hi, y Clerk
Name: Hila.rio Gonzales
Title: Mayor / R o- e
- 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. 2010-170, 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 15, 2010, and thereafter was duly signed by
the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this 0 day of November, 2010, at Vernon, California.
(SEAL)
- 3 -
ag4,11rl, City Clerk
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 (323) 826-1435
REQUEST FOR PROPOSAL
FOR THE MAINTENANCE, TESTING AND REPAIR OF
UNDERGROUND AND ABOVEGROUND STORAGE
TANKS, FUEL DISPENSERS, AND RELATED
FACILITIES FOR THE CITY OF VERNON
November 2010
INTENT
The City of Vernon (City) is seeking a contractor to perform the maintenance, testing and repair
of its underground and aboveground storage tanks, fuel dispensers, and related facilities.
CONSULTING SERVICES AGREEMENT
A sample of the City's Standard Professional Contractors 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 of the attached sample Agreement,
the Proposer must specify each provision and give a detailed statement of why he takes
exception to each such provision. The extent to which the Proposer takes exception to provisions
in 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.
E Iusivery Industfiar
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 in this RFP may be
cause for disqualification,
CONSULTANT QUALIFICATIONS
The City proposes to retain a qualified Contractor to facilitate the maintenance, testing, and
repair of underground and aboveground storage tanks, fuel dispensers, and related facilities.
Only Contractors with demonstrated experience and training in the subject area will be
considered.
Minimum Contractor qualifications are listed below:
• Trained in underground and aboveground storage tank maintenance, testing and repair.
• Demonstrated experience in conducting underground and aboveground storage tank
maintenance and repair.
PROPOSED FORMAT
The Proposal shall be concise, well organized and demonstrate the Contractor's qualifications
and experience relating to the proposed work. The Proposal shall include, at minimum, the
following information:
1) Contractor's 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.
3) Experience: Previous experience in storage tank maintenance.
4) Key Staff: Provide a list of key staff that will be assigned to this work 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
City. Only personnel with equal or better qualifications will be considered for
substitution.
5) Statement of Understanding: A statement demonstrating understanding of the work 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
2
this section is considered to be a general guideline; however, the Contractor shall develop
and submit the final scope of work as part of the Proposal.
7) Cost of Services: The Cost of Services is to be included and shall indicate the proposed
"not -to -exceed" cost for completing the tasks identified and presented by the Contractor
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 work.
UNDERGROUND AND ABOVEGROUND TANKS
Leak
Construction
Year
Detection
Type
Capacity/Gallons
Fuel T e
Material
Installed
Methods
Veeder-Root
Double Walled
TLS-350R
Underground
10,000
Diesel
Fiberglass/Plastic
1998
Veeder-Root
Double Walled
TLS-35OR
Underground
8,000
Unleaded
Fiberglass/Plastic
1998
Veeder--Root
Double Walled
TLS-350R
Under ound
8,000
Unleaded
Fiberglass/Plastic
1998
Double Walled
-
Split Tank
Visual/
Aboveground
2,000
Diesel
Concrete Lined
2009
Aboveground
Double Walled
Split Tank
Visual/
Aboveground
1,000
Unleaded
Concrete Lined
2009
Aboveground
Double Walled
Veeder-Root
Underground
1,000
Diesel
Fiber lass/Plastic
1998
TLS-300
Double Walled
Underground
1,000
Diesel
Fiberglass/Plastic
1998
Leak Alert
Double Walled
Underground
1,000
Diesel I
Fiberglass/Plastic
1998
Leak Alert
3
SCOPE OF WORK
The Contractor shall provide services pursuant to a scope of work illustrated'below. The
following Scope of Work illustrates typical duties that the Contractor will be tasked with:
Maintain, test, and repair the underground and aboveground storage tanks located within
the confines of the City Yard and City Fire Stations.
• Remove, replace or repair leak detection systems, tank, piping systems, and related
appurtenances as directed.
• Conduct leak detection "system monitoring test on an annual basis.
• Conduct spill -bucket leak test on an annual basis.
• Conduct AQMD Rule No. 461 Vapor recovery test on an annual basis.
• Conduct SB No. 989 secondary containment leak test every three -years.
CONTRACTOR SELECTION:
The selection of a firm to provide 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.
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 14,
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.
4
BID SHEET
ITEM No 1: Conduct leak detection "system monitoring test" on an annual basis.
Total Cost:
ITEM No. 2: Conduct spill -bucket leak test on an annual basis.
Total Cost:
ITEM No. 3: Conduct AQMD Rule No. 461 Vapor recovery test on an annual basis.
Total Cost:
ITEM No. 4: Conduct SB 989 secondary leak test every three -years.
Total Cost:
Provide a cost schedule for equipment and labor.
5
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 9005:8
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-88.1.1 ext. 561
Facsimile: (323) 826-1408
Commencement Date:
[insert commencement date]
Termination Date:
[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
Records Retention Period
[insert number of years contractor must
retain records]
12720-0001\1297969v1.doc
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND [CONTRACTOR'S NAME] FOR 1BRIEF .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-laterthan 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.
12720-0001 \1297969v1.doc 2
(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 City Council
members, 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 thr
a work order. ough the issuance of
Section 3. Compensation.
(a) . City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
Section 4. Me#hod_of Payment., City sha&l-pay.Contractor the§Considerationin
accordance with the method .and schedule. of ,payment, set forth in :Exhlbit-B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall. serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who. shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel
(a) 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.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including -a business license.
12720-0001 \1297969v1.doc 3
Section 8. 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 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of anykind 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 10. 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 City Council members,=offioers,:,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 in any 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 0ty, 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 injury or -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 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
12720-0001\1297969v1.doc 4
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by 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 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
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 12. 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 13. 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, blueprints, 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
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City, upon completion or 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;
this Agreement; ii. is or becomes generally known to the public without violation of
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
12720-0001 \1297969v1.doc 5
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. ,City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same o City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section .shall survive the termination of this Agreement.
Section 15. Records'and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this. Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. 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
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to.defend, indemnify, protect and hold
harmless City, its City Council members, officers, officials, employees, agents, and volunteers
from and against any and all claims, suits, demands, actions, losses, damages, judgments,
settlements, penalties, fines, deferisive-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 City Council members, officers, officials, employees, agents, or
volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section 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.
Section 18. 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.
12720=0001\1297969v1.doe 6
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 City Council
members, officers, officials, 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 he waives all rights of
subrogation against City, its City Council members, officers, officials, employees, agents, and
volunteers.
(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 procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies;the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured .
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement. -
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done,in accordance with the provisions of the most .current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General. Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit or agreed to in' writing by the City.
Section 21.. Compliance with Laws. Contractor shall keep itself informed of and .
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws 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, color, creed,
religion, sex,. sexual preference, age or national origin. For purposes of this section, "Applicable
Laws"_ shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits,. approvals or other applicable requirements of any governmental entity or agency
.having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may .be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours. in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815.of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
12720-0001\1297969v1.doc 8
(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 or Contractor's officers, employees, or agents in performing. the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the. performance
of work under this Agreement workers compensation insurance.as required by law.
(d) 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 Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit.
Each Excess Liability Insurance. policy shall provide policy coverage and terms at least as broad
as those required of the primarylinsurance and shall provide that such °Excess Liability
Insurance policy will drop down and assume the underlying insurer's obligations and provide
coverage in the event the underlying insurer becomes insolvent.
(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+; VI in'the latest
edition of Best's Insurance Guide.
(g) 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
available at a reasonable cost, City may take out the necessary insurance and pay, at
-Contractor's expense, the premium thereon.
(h) 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, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are fnaintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its -officers, officials, employees, agents, and volunteers as additional insureds.
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.
(i) All of the=policies off-insur-ance required -by this Agreement shall contain
(1) an endorsement naming the City, its City Council members, officers, officials, employees,
agents, and volunteers as additional insureds, (2) 'an endorsement providing that the policies
cannot be canceled or reduced except with thirty (30) days prior written notice to City, and (3)
an endorsement, specifically stating that the coverage contained in the policies affords insurance
pursuant to the terms and conditions as set forth in this Agreement.
12720-0001\1297969vl.doc 7
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Seca 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and ,Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders'final payment to Contractor, without further
acknowledgment by the parties.
Section 26. 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. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. . 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 inwriting, 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 28.. Attornevs'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.
Section 29. 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.
12720-0001 \1297969v 1.doc 9
Section 30. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified by writing signed by both Parties.
Section 31. 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
covenantor 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 32. 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 33. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor•of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. 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 - vendor," as
appropriate, or at such other address as may be furnished by either party io-the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 35. 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 36. Headings. Headings used in this Agreement are for convenience and
ease of.reference only and shall not affect the interpretation of the Agreement.
Section 37. 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.
12720-0001\1297969v1.doc 10
s
Section 38. 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 39. 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].
12720-0001 \1297969v 1.doc 11
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 N
Mayor Name -
Title:
ATTEST:
WILLARD G. YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
By:
Name:
Title:
12720-0001 \1297969v l .doc 12
.s
EXHIBIT "A"
SAMPLE WORK ORDER
This Work Order No. - to the Agreement dated _ 2010 (the
n t
"Agreement) by and betweehe City of Vernon, a California charter City and California
municipal corporation ("City"), and Lensaro, Inc.;,a California corporation ("Contractor') is
entered into this — day of 20
1. Work Order Commencement Date:
2. Performance Deadline: Contractor shall complete the services required under this
Work Order by
3. Services. Contractor shall perform the following services:
A. [ ].
B.' ].
4. Compensation. As full compensation for the services rendered pursuant to this Work
Order, the City shall pay Contractor $ for the services.
5. General Terms. Defined terms used herein and not otherwise defined shall have the
meanings given them in the Agreement, The terms and conditions of the Agreement
shall apply to this Work Order and are hereby incorporated into this Work Order, unless
otherwise stated herein. Any purchase order issued pursuant to or in relation to this
Work Order shall be subject to, and shall not supersede, the terms and conditions of
either the Agreement or this Work Order. In the event of a conflict, the terms of the
Agreement shall control over the terms of this Work Order. This Work Order may only
be amended in a writing signed by both parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon
By: ..,_.._...............,...................._... y
Sarnuel Kevin Wilson
Director of Community Services Name:
Title:
By
Name:
Title:
12
EXHIBIT B
FLAT FEE
[Example (Delete and replace with actual terms):]
[Contractor shall be paid $[insert flat amount] to perform all Services described 'in Exhibit A.]
[Contractor shall invoice City [FREQUENCY] for Services provided under this Agreement.]
[Example (Delete and replace with actual terms):]
12720-0001 \1 297969vl .doc 14
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: November 17, 2010
TO: S. Kevin Wilson, Director of Community Services & Water
FROM: Willard Yamaguchi, City Clerk
RE: Resolution No. 2010-170 — A Resolution of the City Council of the City of Vernon
Authorizing the Issuance of a Request for Proposals for the Maintenance, Testing and
Repair of Underground and Aboveground Storage Tanks, Fuel Dispensers and Related
Facilities
Transmitted herewith is a copy of Resolution No. 2010-170 referenced above, which was approved by
City Council on November 15, 2010.
Thank you.
WY:dj
Attachment
c Resolution No. 2010-170
RECEIVE
OCT 2 7 2010
CITY CLERK'S OFFICE
STAFF REPORT
COMMUNITY SERVICES & WATER DEPARTMENT
DATE: October 19, 2010
TO: Honorable Mayor and City Council
FROM: Samuel Kevin Wilson,'Director of Community Services & Water
RE: Permission to Seek Request for Proposals — For The Maintenance, Testing and
Repair of Underground and Aboveground Storage Tanks, Fuel Dispensers, and
Related Facilities
The Community Services and Water Department (Department) is requesting permission to seek
Request for Proposals (RFP) from qualified contractors for The Maintenance, Testing and Repair of
Underground and Aboveground Storage Tanks, Fuel Dispensers, and Related Facilities. The fuel tanks are
located at City Fire Stations and City Hall and range in size from 1,000 to 10,000 gallons in capacity.
The subject testing protocol is regulated by the Air Quality Management District (AQMD). The testing
methodology must be performed by a trained professional with vast technical knowledge in fuel
dispensing equipment. The results of these tests must submitted to the AQMD for review. Failure to
perform the subject testing in accordance with AQMD standards could potentially result in the issuance of
—
a Notice of Violation and related penalties. Moreover, the City currently uses three different contractors
to facilitate the required testing. It is in the City's best interest to select one contractor in order to improve
the logistical functionality of the process.
It is important that the City go out to bid in order to gain a fair market perspective in terms of
current price schedules. The attached RFP has been reviewed and approved for submittal by the City
Attorney's office. It is my recommendation that the City Council grant the Department permission to
issue RFP's to qualified contractors for The Maintenance, Testing and Repair of Underground and
Aboveground Storage Tanks, Fuel Dispensers, and Related Facilities at the next City Council meeting.
Thank you.
SKW/sr
Enclosures
OF VPA,� RECEIVE
u� u�
OCT 2 7 2010
iLI`, ae
�V£LY 1N�V�
CITY CLERK'S OFFICE
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
TO:, Mark Whitworth, City Administrator
FROM: Samuel Kevin Wilson, Director of Community. Services and Water
DATE: October 19, 2010 ,
SUBJECT: Permission to Seek Request for Proposals — For The Maintenance of Testing and
Repair of Underground and Aboveground Storage Tanks, Fuel Dispensers and
Related facilities
The Community Services and Water Department (Department) is requesting permission to seek
Request for Proposals (RFP) from qualified contractors for The Maintenance, Testing and Repair of
Underground and Aboveground Storage Tanks, Fuel Dispensers, and Related Facilities. The testing protocol is
regulated by the Air Quality Management District (AQMD). The results of these tests must submitted to the
AQMD for review. Failure to perform the testing in accordance with AQMD standards could potentially result
in the issuance of a Notice of Violation and related penalties. Moreover, the Department currently uses three
different contractors to facilitate the required testing. It is in the City's best interest to select one contractor in
order to improve the logistical functionality of the process.
The RFP for has been reviewed and approved for submittal by the City Attomey's office. A Staff Report
is herein attached recommending that the City Council grant approval at next City Council meeting to issue the
RFP's to qualified contractors. Thank you.
SKW/sr
Enclosures
F.\Scott\Scottwly Docu nts\RFP Underground & Aboveground Tanks\RFP Fuel Tanks.doc