Loading...
Resolution No. 2011-021RESOLUTION NO. 2011-21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE BID OF CIVILTEC ENGINEERING INC. AND APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF THE 2010 URBAN WATER MANAGEMENT PLAN 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 Urban Water Management Plan by July 1, 2011; and WHEREAS, on November 1, 2010, the City Council of the City of Vernon adopted Resolution No. 2010-151 authorizing the issuance of a request for proposals for the preparation of the 2010 Urban Water Management Plan (the "Services"); and WHEREAS, by a memorandum dated February 2, 2011, the Director of Community Services & Water has recommended that the City accept the bid of Civiltec Engineering Inc. ("Civiltec") and enter into a services agreement with Civiltec setting forth the terms and conditions under which Civiltec will perform the Work (the "Agreement"). 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 approves the Agreement with Civiltec Engineering Inc., in substantially the form attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Agreement to: Civiltec Engineering Inc. Attention: W. David Byrum, P.E. 118 West Lime Avenue Monrovia, CA 91016 2 SECTION 6: 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 February, 2011. ATT Willard G. Y6 V hi_, ity Clerk Name: Hi -I nri n Gonzales Title: Mayor -3_ 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. 2011-21, 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 Tuesday, February 15, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2011, at Vernon, California. /Olard G4."J�AgUCIAV City Clerk (SEAL) 4 EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF A 2010 URBAN WATER MANAGEMENT PLAN Consultant: Responsible Principal of Consultant: Notice Information - Consultant: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period COVER PAGE Civiltec Engineering Inc. W. David Byrum, P.E. Civiltec Engineering Inc. 118 West Lime Avenue Monrovia, CA 91016 Attention: W. David Byrum Phone: (626) 357-0588 Facsimile: (626) 303-7957 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 February—, 2011 February—, 2012, unless extended pursuant to Section 1 Total not to exceed $19,990.00 (includes all applicable sales tax); and more particularly described in Exhibit B 5 years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF A2010 URBAN WATER MANAGEMENT PLAN THIS AGREEMENT is made and entered into as of , 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Civiltec Engineering Inc., a California corporation ("Consultant"). City and Consultant are collectively referred to herein as the "Parties." RECITALS A. City desires to retain the services of a consulting firm to perform and deliver an Urban Water Management Plan that meets the requirements of the Urban Water Management Planning Act as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Consultant 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 may renew this Agreement on a year-to-year basis at its discretion. (b) In the event that City renews this Agreement, Consultant 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, Consultant may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Consultant shall perform the services and tasks described and set forth in the Scope of Services, -Exhibit A ("Services"). Additionalservices must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Consultant 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. Consultant shall at all times comply with the highest ethical standards when performing Services for the City. (c) Consultant 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. Consultant shall at all times 0) 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 Consultant to comply with this section. (d) Consultant 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 Consultant, and Consultant 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 Consultant'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) Consultant shall be entitled to reimbursement only for those expenses set forth in Exhibit "B". Any expenses incurred by Consultant that are not expressly authorized by this Agreement will not be reimbursed by City. Modifications in work frequencies or Scope of Work shall only be authorized by the City. (c) City may make changes by increasing, reducing or deviating from the requirements of the Scope of Services. 'Changes in the Scope of Services, duties, obligations, duration or total compensation, shall be by written authorization only by the City. A form of Change Order is set forth in Exhibit "C" attached hereto and incorporated by reference. Section 4. Method of Payment. The City shall compensate the Consultant as each task illustrated 'in Exhibit "B" is completed to the satisfaction of the City. Section 5. Responsible Principals. (a) Consultant's Responsible Principal set forth on the Cover Page shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant 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. Consultant shall provide City with said permits, licenses, and certificates at the request of City. (b) Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. 3 Section 7. Permits and Licenses. Consultant 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. Section 8. Access. Consultant 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 Consultant. Section 9. Consultant's Duties and Representations. Consultant represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Consultant 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 Consultant. (c) There is no litigation pending against Consultant and Consultant is not the subject of any criminal investigation or proceeding, and neither Consultant nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Consultant is and shall at all times remain, as to City, a wholly independent consultant. The personnel performing he Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant 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. Consultant 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 Consultant or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. City shall not be liable for compensation -or indemnification to -Consultant or its officers, employees, or agents for injury or sickness arising out of performing services -hereunder. (c) Consultant agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Consultant 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 Consultant at least five (5) calendar days prior written notice. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. Consultant 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, Consultant shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Consultant shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Consultant'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 Consultant 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 Consultant, received by Consultant, revealed to Consultant, or provided to Consultant for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be -disclosed by Consultant to any INrd-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. Consultant'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) Consultant'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 Consultant without an obligation to maintain its confidentiality prior to receipt from City; 5 this Agreement; ii. is or becomes generally known to the public without violation of iii. is obtained without an obligation of confidentiality by the Consultant 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 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 Consultant shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Consultant shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. Section 15. Records and Inspections. Consultant 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. Consultant's failure to compty Wth the provisions of this Agreement shall constitute a default. In the event that Consultant is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to Consultant. Section 17. Indemnification. Consultant 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 Consultant, or Consultant'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 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 Consultant's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Consultant. 2 Section 18. Insurance. (a) Consultant 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 One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Consultant or Consultant's officers, employees, or agents. (b) Consultant 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 Consultant or Consultant's officers, employees, or agents in performing the services required by this Agreement. (c) Consultant 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 losses sustained through any errors or omissions committed by Consultant or Consultant's officers, employees, or agents. (d) Consultant agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (e) Consultant 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 .Five Million Dollars ($5,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (f) Consultant shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) 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. (h) Consultant 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 Consultant's expense, the premium thereon. (i) At all times during the term of this Agreement, Consultant -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, Consultant shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Consultant 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 7 naming the City, its officers, officials, employees, agents, and volunteers as additional insured's. 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 Consultant shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, officials, employees, agents, or volunteers shall be excess of Consultant's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Consultant hereby waives all rights of subrogation against City, its 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, Consultant shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Consultant 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, Consultant shall secure the payment of compensation to Consultant's employees. By executing this Agreement, Consultant certifies the following: Consultant 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 Consultant 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 A or agreed to in writing by the City. Section 21. Compliance with Laws. Consultant 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. Consultant 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 Waae and Hour Laws. Eight hours labor constitutes a legal day's work. The Consultant, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant 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 consultants 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. 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 Consultant's sole expense. Section 24. Licenses and Permits. Except as provided herein below, Consultant 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. Consultant 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. Sec. 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 becomeeffectiveat the time City tenders final payment to Consultant, without further acknowledgment by the parties. Section 26. Assignment and Subcontracting. Consultant 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 Consultant to subcontract work under -this Agreement, Consultant 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 JAMSpursuantto 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 28. 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 9 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. 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 a 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 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 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 Consultant. City shall timely notify Consultant of the receipt of any third -party claim relating to this Agreement. CCity-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 to 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. 10 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. 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 Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations under this Agreement. [Signatures Begin on Next Page] 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 and California municipal corporation By: HILARIO GONZALES Mayor ATTEST: WILLARD G. YAMAGUCHI, City Clerk APPROVED AS TO FORM: WILLARD G. YAMAGUCHI, Interim City Attorney Civiltec Engineering Inc., a California corporation By: Name: Title: By: Name: Title: 12 EXHIBIT A SCOPE OF SERVICES Consultant shall perform the following services on behalf of City: complete the work described in the proposal dated December 9, 2010, a copy of which is attached hereto and incorporated by reference as attached. 13 City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 18 Civiltec has identified a Project Manager who will serve as the main point of contact with the City and will establish a communication plan with the City to ensure timely and accurate development of the 2010 UMWP. This will include preparation of meeting agenda, meeting minutes and comment response table that address City's comments and concerns. Civiltec will assist as required by the City, in adoption of the 2010 UWMP including coordination of the Notice of Public Hearing, Resolution of Plan Adoption, circulation of copies of the Draft UWMP to necessary parties, and support at a City Council Presentation. Civiltec will prepare the Final 2010 UWMP and submit to the Department of Water Resources and State Library on behalf of the City, and provide copies and one electronic copy of the Final UWMP to the City. Scope of Services Civiltec proposes to provide the following Scope of Services to complete the 2010 Urban Water Management Plans per the above requirements as follows: Task 1— Data Collection and Review A. Coordinate the collection of necessary and pertinent data/information for preparation of each section of the 2010 UWMP from key City staff and- other agencies. it is assumed that the City will provide all required site specific information including analytical data, historical water usage trends and requirements in a timely manner. B. Develop a plan to involve coordinating public agencies in providing information .for the development of the Plan, Regional Water Quality Control Board, Department of Public Health, and neighboring agencies. C. Obtain, review, utilize and incorporate by reference, where appropriate, the following documents, at minimum, for preparation of the City'-s 2010 UWMP: 1 Urban Water Management Planning Act of 1983, as amended July 5, 2005. 2 Guidebook to Assist Water Suppliers in the Preparation of a 2010 Urban Water Management Plan as provided by DWR, upon availability. 3 Methodologies for Calculating Baseline and Compliance Urban Per -Capita Water Use as provided by DWR. 4 The City Water Master Plans, CIPs, and other planning documents. Civiltec has extensive exposure and experience with coordinating with Cities including working with General Planning documents, Water Master Plans, Integrate Resource Plans, groundwater management plans, production and consumption City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 19 records. This gives us keen insight to the current and future conditions of the City's water infrastructure and will help to expedite completion of this task. 5 The City's Consumer Confidence Report. 6 The City's Water Shortage Contingency Plan, as applicable. 7 MWD, Report on Metropolitan Water District Water Supplies: A Blueprint for Water Reliability, March 2, 2003 (or a Spring 2010 update, if available) and subsequent updates. 8 MWD Integrated Water Resources Plan, most recent Update. 9 The State Water Project Delivery Reliability Report, DWR. 10 Bulletin 132-0, Management of the California State Water Project, DWR, December 2002. ' 11 Colorado River Water Delivery Agreement: Federal QSA, most recent update; and related agreements and documents. 12 RegionalWater Quality Control Board applicable plans and reports, i.e., Relevant Basin Plans. 13 Other relevant reports and information. Task 2 — Preparation of 2010 Urban Water Management Plan A. Prepare the Draft and Final 2010 UWMP in accordance with the DWR requirements, utilizing data/information provided by the City's staff and other agencies. Recent amendments to the requirements include expanded groundwater information, water quality information, and information to address the requirements of SB 610 (Water Supply Planning) and SB 221, as appropriate. Each section ofthe Draft 2010 UWMP will be prepared in accordance with the following contents, subject to revision and approval at the Initial Meeting: Section 1`—Introduction Section 2 —Population and Water Use Section 3 — Water Sources and Supply Section 4 — Water Quality Section 5 — Water Reliability Planning Section 6 — Water Use Provisions Section 7 — Water Conservation Section 8 — Water Demand Management Measures Section 9 — Water Shortage Contingency Plan Section 10 — Water Recycling City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 20 Task 3 — Meetings and Presentations A. Conduct an initial meeting with the City's staff to confirm the project schedule, project team members, 2010 UWMP outline, required data and information needed. B. Confirm a meeting schedule for the duration of the UWMP development process, including meetings not less than once per month, to discuss the progress and status of the project. C. Submit to the City on a monthly basis a progress report including a record of tasks completed. D. Coordinate development of the 2010 UWMP with appropriate City and coordinating agencies. Civiltec will communicate directly with designated key City and other agency staff as needed for required data/information and will attend one (1) meeting with the City Council and support the City in presentation of the UWMP to the Council. E. Identify a point of contact and develop a communication plan that ensures a coordinated approach. Frequent review of each section of the 2010 UWMP by the City's staff will facilitate the schedule for completion. The communication ,plan will include identification of email and phone as the primary method of communication for efficient sharing of information and use of time. Task 4 — Submittals A. Incorporate approved changes and prepare three (3) copies and one electronic version of the,Draft Final 2010 UWMP for City adoption in accordance with requirements of the DWR. B. Prepare the Final 2010 UWMP and assist the City, as requested and directed -by -the City, in the adoption of the 2010 UWMP, including coordination of the Notice of Public Hearing, Resolution of Plan Adoption, and circulation of copies of the Final 2010 LJWMP. An electronic file will be prepared in pdf and in Word format for the City to prepare reproductions. C. Submit the 2010 UWMP to the ' California Department of Water Resources, the State Library, and other required agencies on behalf of the City. Provide the City with evidence of submission. EXHIBIT B C neering ine. General Civil, Municipal, Water and Wastewater Engineering, Planning, Construction Management and Surveying Monrovia, Prescott Phoenix December 9, 2010 -City of Vernon • 4305 Santa Fe Avenue �v Vernon, CA 90058 ..,,,• Attention: Samuel Kevin Wilson, Director of Community Services Subject: Cost Proposal to Provide Profdssional Engineering Services for the Preparation of a 2010 Urban Water Management Plan Dear Mr. Wilson: CIVILTEC engineering, inc. (Civiltec) proposes to provide the Scope of Services per our Proposal dated December 9, 2010 for the subject project on a time and materials basisper the attached rate schedule, not to exceed the following total budget, without written authorization from the -City of Vernon. Task I — Data Collection and Review $29565.00 Task II — L WMP Preparation $9,900.00 Task III — Meetings and Coordination $5,380.00 Task IV — Submittals $2,145.00 TOTAL $19,990.00 Enclosed herewith -is a 2010 Company Rate Schedule that we will keep in effect for the duration of the Project, and an Engineering Budget Estimate spreadsheet that details costs per task, as well as estimate of hours per personnel category. CIVILTEC engineering, inc. (Civiltec) will be pleased to enter into the City's. Standard Agreement for the services identified in our Proposal. We look forward to assisting you and the -City of Vernon in the successful completion of the project, if chosen, to undertake this important assignment. 118 West Lime Avenue Monrovia, CA 91016 TEL. (626) 357-0588 FAX: (626) 303-7957 City of Vernon Samuel Kevin Wilson 2010 UWMP Fee December 9, 2010 Page 2 Please contact me with any questions you may have. We are available to discuss this Proposal at your convenience. This Cost Proposal is valid for a period of 90 days. Very truly yours, CIVILTEC engineering, inc. W. David Byrum, P.E. Senior Vice President Principal Engineer W:\20101Proposals\PM10o99 City of Vernon UWMP1PM10099 COST PROPOSAL CITY OF VERNON UWMP Budget.doc F- z w 2 H a W cl w W O z Q .2 U W fl U D .o Lu a. z� O U z O z U- O I g g g g g g g g g g o o H O G g to o o o UI w � f. 40 400 a 1p tM0 N111 p� a p b OrD w 1�0 H N OI N V 0 0 0 0 m CD 60.1. 0�0 CR CD m O O to m O to �- m o c y Oa w V' ID N CO 7. r -r N V pV1 z } m o L; m � v co N W V N N r r M 0 2 63 O a �m m m w co O 04 O" = aZa J 69 a W W Z o g p a ° 10 Z d t0 C �o` E B p o a t I V w p$ C Oman m d a v a5Z > E ; m `) a C¢ go CD z 5 �'� F ° J N W F u.IXW 0 opF =¢mc�ow�¢mc� Z C1 N a t9 0 General Civil, Transportation, Municipal, Water and Wastewater Engineering Planning, Construction Management and Surveying Monrovia Prescott Phoenix Kingman RATE SCHEDULE EFFECTIVE UNTIL DECEMBER.31, 2010 PrincipalEngineer ......................................................................................................... $180.00 Principal Engineer - Expert Witness Testimony .......................................... SeniorEngineer.............................................................. ProjectManager................................................................................................................... $145.00 ProjectEngineer.......................................................................... StaffEngineer..................................................................:................................................... $130.00 SeniorDesigner.................................................................................................................... $125.00 Designer...:........................................................................................................................... $115.00 Designer/Drafter................................................................................................................ $100.00 Construction Management Supervisor ................................... PlanningTechnician ..................................................................................................... $95.00 Senior Resident Engineer/Inspector....................................................................................... $90.00 Resident Engineer/Inspector.................................................................................................. $80.00 Drafter.......................................................:.......................................................................... $80.00 Administrative Assistant/Clerical...........................................................................................$65.00 OneMan Survey Party......................................................................................................... $175.00 TwoMan Survey Party ........................................................................................................ $225.00 ThreeMan Survey Parry...................................................................................................:.. $230.00 SurveyManager................................................................................................................... $130.00 StaffLand Surveyor............................................................................................................. $115.00 SurveyTechnician ............................................................................................................... $100.00 SubcontractedServices.............................................................................................. Cost plus 15% Mileage............................................................................................................................ $0.55/mile NOTE: All rates are effective until December 31, 2010. Any increases in rates ,after that date will be limited to 8% maximum. w:UDMMSTILAnONMONIscHMULE.10.xeaaa.d« 118 West Lime Avenue Monrovia, CA 91016 TEL: (626) 357-0588 FAX: (626) 303-7957 EXHIBIT C Exhibit C CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO. PROJECT: TO: SUPPLEMENT NO. SHEET OF . SHEETS P.O. NO. CONSULTANT REQUESTED BY: City of Vernon You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally included in the contract. Contract Amount(Base Bid Amount of This Chan a Order Amount of Previous Change Orders Total Change Orders Modified Contract Amount By reason of this change order the time of Approved: Date: Director of Community Services & Water Attest: Date: t Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipmentand materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above -specified, and willaccept as full payment therefore the prices shown above. Accepted Date: Contractor: By: Title: c: Project Rev. I ' tr . OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 24, 2011 Civiltec Engineering Inc. Attn: W. David Byrum, P.E. 118 West Lime Avenue Monrovia, CA 91016 Re: Services Agreement — Preparation of the 2010 Urban Water Management Plan Dear Mr. Byrum: The insurance requirements have been met. Transmitted herewith is an original fully executed agreement, as referenced above, approved by City Council on February 15, 2011, through Resolution No. 2011-21. If you have any questions regarding this matter, please call Kevin Wilson at 323/583-8811 ext. 245. Ve ruly yours, WILLARD G. YA UC City Clerk/Interim ' y Attorney WGY:dj Enclosure c: 'S. Kevin Wilson Purchasing Department Resolution No. 2011-21 Agreement File No. 11-021 F.#fusivefy Industriaf SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF A2010 URBAN WATER MANAGEMENT PLAN Consultant: Responsible Principal of Consultant: Notice Information - Consultant: Notice Information -City: Commencement Date: Termination Date: Consideration: Records Retention Period COVER PAGE Civiltec Engineering Inc. W. David Byrum, P.E. Civiltec Engineering Inc. 118 West Lime Avenue Monrovia, CA 91016 Attention: W. David Byrum Phone: (626) 357-0588 Facsimile: (626) 303-7957 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 February 15, 2011 February 15, 2012, unless extended pursuant to Section 1 Total not to exceed $19,990.00 (includes all applicable sales tax); and more particularly described in Exhibit A 5 years ` SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF A 2010 URBAN WATER MANAGEMENT PLAN THIS AGREEMENT is made and entered into as of February 15, 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Civiltec Engineering Inc., a California corporation ("Consultant"). City and Consultant are collectively referred to herein as the "Parties." RECITALS A. City desires to retain the services of a consulting firm to perform and deliver an Urban Water Management Plan that meets the requirements of the Urban Water Management Planning Act as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. Cea.N S.4 4 o ra►r� B. Geier 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 may renew this Agreement on a year-to-year basis at its discretion. (b) In the event that City renews this Agreement, Consultant 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, Consultant may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Consultant 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) Consultant 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. Consultant shall at all times comply with the highest ethical standards when performing Services for the City. (c) Consultant 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. Consultant shall at all times 2 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 Consultant to comply with this section. (d) Consultant 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 Consultant, and Consultant 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 Consultant'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) Consultant shall be entitled to reimbursement only for those expenses set forth in Exhibit "B". Any expenses incurred by Consultant that are not expressly authorized by this Agreement will not be reimbursed by City. Modifications in work frequencies or Scope of Work shall only be authorized by the City. (c) City may, make changes by increasing, reducing or deviating from the requirements of the Scope of Services.'Changes in the Scope of Services, duties, obligations, duration or total compensation, shall be by written authorization only by the City. A form of Change Order is set forth in Exhibit "C" attached hereto and incorporated by reference. Section 4. Method of Payment. The City shall compensate the Consultant as each task illustrated in Exhibit "B" is completed to the satisfaction of the City. Section 5. Responsible Principals. (a) Consultant's Responsible Principal set forth on the Cover Page shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant 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. Consultant shall provide City with said permits, licenses, and certificates at the request of City. (b) Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services.. i<i Section 7. Permits and Licenses. Consultant 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. Section 8. Access. Consultant 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 Consultant. Section 9. Consultant's Duties and Representations. Consultant represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Consultant 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 Consultant. (c) There is no litigation pending against Consultant and Consultant is not the subject of any criminal investigation or proceeding, and neither Consultant nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Consultant is and shall at all times remain, as to City, a wholly independent aoRouRemt. The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant 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. Consultant 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 Consultant or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Consultant or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Consultant agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Consultant from City while performing services for City. n u 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 Consultant at least five (5) calendar days prior written notice. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to'Consultant for the full performance of the services required by this Agreement. Consultant 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, Consultant shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Consultant shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Consultant'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 Consultant 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 Consultant, received by Consultant, revealed to Consultant, or provided to Consultant for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Consultant 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. Consultant'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) Consultant'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 Consultant 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 Ill. is obtained without an obligation of confidentiality by the Consultant 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. (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 Consultant shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Consultant shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. Section 15. Records and Inspections. Consultant 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. Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default under the terms of this Agreement, City shall have no obligation .or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to Consultant. Section 17. Indemnification. Consultant 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 Consultant, or Consultant'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 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 Consultant's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Consultant. 3 Section 18. Insurance. (a) Consultant 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 One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Consultant or Consultant's officers, employees, or agents. (b) Consultant 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 Consultant or Consultant's officers, employees, or agents in performing the services required by this Agreement. (c) Consultant 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 losses sustained through any errors or omissions committed by Consultant or Consultant's officers, employees, or agents. (d) Consultant agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (e) Consultant 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 Five Million Dollars ($5,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (f) Consultant shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) 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. (h) Consultant agrees that if it does not keep the aforesaid insurance in full farce 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 Consultant's expense, the premium thereon. (i). At all times during the term of this Agreement, Consultant 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, Consultant shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Consultant 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 7 naming the City, its officers, officials, employees, agents, and volunteers as additional insured's. 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. (j) The insurance provided by Consultant shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, officials, employees, agents, or volunteers shall be excess of Consultant's insurance'and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Consultant hereby waives all rights of subrogation against City, its 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, Consultant shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Consultant 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, Consultant shall secure the payment of compensation to Consultant's employees. By executing this Agreement, Consultant certifies the following: Consultant 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 Consultant 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 A or agreed to in writing by the City. Section 21. Compliance with Laws. Consultant 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. Consultant 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 Consultant, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant or subcontractor for each calendar day during which the worker is required or permitted to work 8 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 consultants 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. 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 Consultant's sole expense. Section 24. Licenses and Permits. Except as provided herein below, Consultant 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. Consultant 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.G_ Sec. 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 Consultant, without further acknowledgment by the parties. Section 26. Assignment and Subcontracting. Consultant 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 Consultant to subcontract work under this Agreement, Consultant 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 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 28. Attorneys Pees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys E 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. 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 a 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 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 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 duediligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other parry and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 33. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Consultant. City shall timely notify Consultant 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 to the other in writing: Mailed notices will be deemed communicated as of the day of receipt. Section 35. Cover Paae 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. 10 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. Section 38. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manw 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 Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations under this Agreement. [Signatures Begin on Next Page] 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 and California municipal corporation By. HILARIO GONZAL Mayor ATT T: WI LARD G. T!YA HI, Clerk APP OVED AS TO FORM: r Wl LARD G. YA C I, Interim City Attorne Civiltec Engineering Inc., a California corporation By: Name: �? • �P.�r .5�� `1�-u Title: By: Name: Title: 12 � J Tana Occ ipinti Corp. Secretary / Ofc. Mgr. EXHIBIT A EXHi BIT A SCOPE OF SERVICES Consultant shall perform the following services on behalf of City: complete the work described in the proposal dated December 9, 2010, a copy of which is attached hereto and incorporated by reference as attached. 13 City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 18 Civiltec has identified a Project Manager who will serve as the main point of contact with the City and will establish a, communication plan with the City to ensure timely and accurate development of the 2010 UMWP. This will include preparation of meeting agenda, meeting minutes and comment response table that address City's comments, and concerns. Civiltec will assist as required by the City, in adoption of the 2010 UWMP including coordination of the Notice of Public Hearing, Resolution of Plan Adoption, circulation of copies of the Draft UWMP to necessary parties, and support at a City Council Presentation. Civiltec will prepare the Final 2010 UWMP and submit to the Department of Water Resources and State Library on behalf of the City, and provide copies and one electronic copy of the Final UWMP to the City. Scope of Services Civiltec proposes to provide the following Scope of Services to complete the 20I0 Urban Water Management Plans per the above requirements as follows: Task 1— Data .Collection and Review A. Coordinate the collection of necessary and pertinent data/information for preparation of each section of the 2010 UWMP from key City staff and. other agencies. it is assumed that the City will provide all required site specific information including analytical data, historical water usage trends and requirements in a timely manner. B. Develop a plan to involve coordinating public agencies in providing information for the development of the Plan, Regional Water Quality Control Board, Department of Public Health, and neighboring agencies. C. Obtain, review, utilize and incorporate by reference, where appropriate, the following documents; at minimum, for preparation of the City's 2010 UWMP: 1 Urban Water Management Planning Act of 1983, as amended July 5, 2005. 2 Guidebook to Assist Water Suppliers in the Preparation of a 2010 Urban Water Management Plan as provided by DWR, upon availability. 3 Methodologies for Calculating Baseline and Compliance Urban Per -Capita Water Use as provided by DWR. 4 The City Water Master Plans, CIPs, and other planning documents. Civiltec has extensive exposure and experience with coordinating with Cities including working with General Planning. documents, Water Master Plans, Integrate Resource Plans, groundwater ' management plans, production and consumption City of Vernon Samuel Kevin Wilson 2010 UWMP Update C December 9, 2010 en ne ng nc Page 19 records. This gives us keen insight to the current and future conditions of the City's water infrastructure and will help to expedite completion of this task. 5 The City's Consumer Confidence Report. 6 The City's Water Shortage Contingency Plan, as applicable. 7 MWD, Report on Metropolitan Water District Water Supplies: A Blueprint for Water Reliability, March 2, 2003 (or a Spring 2010 update, if available) and subsequent updates. 8 MWD Integrated Water Resources Plan, most recent Update. 9 The State Water Project Delivery Reliability Report, DWR. 10 Bulletin 132-0, Management of the California State Water Project, DWR, December 2002. 11 Colorado River Water Delivery Agreement: Federal QSA, most recent update; and related agreements and documents. 12 Regional Water Quality Control Board applicable plans and reports, i.e., Relevant Basin Plans. 13 Other relevant reports and. information. Task 2 — Preparation of 2010 Urban Water Management Plan A. Prepare the Draft and Final 2010 UWMP in accordance with the DWR requirements, utilizing data/information provided by the City's staff and other agencies. Recent amendments to the requirements include expanded groundwater information, water quality information, and information to address the requirements of SB 610 (Water Supply Planning) and SB 221, as appropriate. Each section of the Draft 2010 UWMP will be prepared in accordance with the following contents, subject to :revision and approval at the Initial Meeting: Section 1'—Introduction Section 2 — Population and Water Use Section 3 Water Sources and Supply Section 4 — Water Quality Section 5 — Water Reliability Planning Section 6 — Water Use Provisions_ Section 7 — Water Conservation Section 8 — Water Demand Management Measures Section 9 — Water Shortage Contingency Plan Section 10 — Water Recycling City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 20 Task 3 — Meetings and Presentations A. Conduct an initial meeting with the City's staff to confirm the project schedule, project team members, 2010 UWMP outline, required data and information needed. B. Confirm a meeting schedule for the duration of the UWMP development process, including meetings not less than once per month, to discuss the progress and status of the project. C. Submit to the City on a monthly basis a progress report including a record of tasks completed. D. Coordinate development of the 2010 UWMP with appropriate City and coordinating Iagencies. Civiltee will communicate directly with designated key City and other agency staff as needed for required data/information and will attend one (1) meeting with'the City Council and support the City in presentation of the UWMP to the Council. E. Identify a point of contact and developa communication plan that ensures a coordinated' p aced approach. Frequent review of each section of the 2010 UWMP by the City's staff will facilitate the schedule for completion. The communication plan will include identification Of email arid phone as the primary method- of com1iiuriichfian for .efficient sharing of information and use of time. Task 4 — Submittals A. Incorporate approved changes and prepare three (3) copies and one electronic version of the.Draft Final 2010 UWMP for City adoption in accordance with requirements of the DWR. B. Prepare the Final 2010 UWMP and assist the City, as requested and directed by the City, in the adoption of the 2010 UWMP, including coordination .of the Notice of Public Hearing, Resolution of Plan Adoption, and circulation of copies of the Final 2010 UWMP. An .electronic file will be prepared in pdf and in Word format for the City to prepare reproductions. C. Submit the 2010 UWMP to the'California Department of Water Resources, the State Library, and other required agencies on behalf of the City, Provide the City with evidence of submission. EXHIBIT B General Civil, Municipal, Water and Wastewater Engineering, Planning, Construction Management and Surveying Monrovia, 'Prescott Phoenix December 9, 2010 -City of Vernon • 4305 Santa Fe Avenue . �.Vernon, CA 90058 Attention: Samuel Kevin Wilson, Director of Community Services Subject: Cost Proposal to Provide Professional Engineering Services for the Preparation of a 2010 Urban Water Management Plan Dear Mr. Wilson: CIVILTEC engineering, inc. (Civiltec) proposes to provide the Scope of Services per .our Proposal dated December 9, 2010 for the subject project on a time and materials basis, per the attached rate schedule, not to exceed the following total budget, without written authorization from the -City of Vernon. Task I — Data Collection and Review $2,565.00 Task II — UWMP Preparation $9,900.00 Task III —Meetings and. Coordination $5,380.00 Task IV — Submittals $2,145.00 TOTAL $19,990.00 Enclosed herewith is a 201.0 Company Rate Schedule that we will keep in effect for the duration of the Project, and an Engineering Budget Estimate spreadsheet that details costs per task, as well as estimate of hours per .personnel category. CITVILTEC engineering, inc. (Civiltec) will be pleased to enter into the City's. Standard Agreement for the services identified in our Proposal. We look forward to assisting you and -the ..City of Vernon in the successful completion of the project, if chosen, to undertake this .important assignment. 118 West Lime Avenue Monrovia, CA 91016 TEL. (626) 357-0588 FAX: (626) 303-7957 City of Vernon Samuel Kevin Wilson 2010 UWMP Fee dg? C ' December 9, 2010 es ne ngine Page 2 Please contact me with any questions you may have. We are available to discuss this Proposal at Your convenience. This Cost Proposal. is valid for a period of 90 days. Very truly yours, CIMTEC engineering, inc. W. David Byrum, P.E. Senior Vice President Principal Engineer W-1201OTroposalslPM10099 City ofvemon UWMPTMI0099 COST PROPOSAL CITY OF VMON UWMP Budgetdoo N z W D- 0. w W a Z❑ W o, C.)D LLL'l 0. z ❑ ❑ O v 0 ui Of o c cl H N v> w v► $$o 8S$$$ $gg 0 4w91-w w a►r►W►ww W 40 00, ppW W ^ pqp O 0 z w tR !H y g m Ld N V O 0 r ap 8 oco 0 O d `D co o °x m j N~ 0 0 M a' Y w N CD 'r e- N 7 aa 4� 0 m S LO OD N ab V N N Cl) 0 z W 4 o z„ � m $ IL � m .. a 0 Q F- w m W O Z �.0` o �ESa.0L� N w m a WW q a � N0.n.c>}' oar d' w >cp� O oa u� w r n CINGIAI IRI General Civil, Transportation, Municipal, Water and Wastewater Engineering Planning, Construction Management and Surveying Monrovia Prescott Phoenix Kingman RATE SCHEDULE EFFECTIVE UNTIL DECEbMER,31, 2010 PrincipalEngineer ............................................................................................................ $180.00 ..... Principal Engineer - Expert Witness Testimony.................................................................. $325.00 SeniorEngineer.................................................................................................................... $170.00 Project-Manager................................................................................................................... $145.00 ProjectEngineer................................................................................................................... $135.00 StaffEngineer..................................................................:................................................... $130.00 SeniorDesigner................................:................................................................................ $125.00 Designer................................. ............ .........................................:............................ $115.00 Designer/Drafter................................................................................................................ $100.00 Construction Management Supervisor................................................................................... $95.00 PlanningTechnician ....................... ..........................•R. ................................................. $95,00 SeniorResident Engineer/Inspector....................................................................................... $90.00 ResidentEngineer/Inspector.................................................................................................. $80.00 Drafter.................................................................................................................................. $80.00 AdministrativeAssistant/Clerical........................................................... ............................$65.00 OneMan Survey Party...................................................................................................... $175.00 TwoMan Survey Party............................................................:................................... $225.00 ThreeMari Survey Party .................................................................................................. $230.00 SurveyManager.................................................:............................:.................................... $130.00 StaffLand Surveyor............................................................................................................. $115.00 SurveyTechnician........................................................................................................... $100.00 SubcontractedServices........................................................................................... Cost plus 15% Mileage............................................................................................................................ $0.55/mile NOTE: All rates are effective until December 31, 2010. Any increases in rates �afler that date will be limited to 8% maximum. w:kADUMSta TIONUt m ISCH ULI to.xmda:aoe 118 West Lime Avenue Monrovia, CA 91016 TEL: (626) 357-0588 FAX: (626) 303-7957 EXHIBIT C Exhibit C CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO. PROJECT: SUPPLEMENT NO. i SHEET — OF" ` SHEETS P.O. NO. TO: CONSULTANT REQUESTED BY:. City of -Vernon You are hereby. directed to make the Herein described changes to the plans and specifications or do the following described work uptpreviously included in the plans and specifications of this contract. 'Except as specifically modified herein, all terms and conditions of the original contract remain in full inrinAaR in AA nnnf.'ni.4 force and effect, and apply to the additional work as if said work was originally ' Contract Amount (Bas Bid Amount of This Chan a Order $ Amount of Previous Change Orders $ Total ChanRe Orders $ ` Modified Contract Amount By reason of this change order the time of . . co letion will be adjusted as•foilows: Approved: Date: Director of ComM- Unity Services & Water Attest: Date: Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, eyuipmentand materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above.specified, and will. accept as full payment therefore the prices shown above. Accepted Date: Contractor: By: Title: c: Proiect File/Contractor/Nirr.hacina Rev. 03110 Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Thursday, February 24, 2011 12:23 PM To: Juarez, Debbie Subject: RE: Insurance inquiry - Civiltec Engineering Inc. - Approved 02-15-11 by Res. No. 2011-21 Hi Debbie, The above referenced has provided acceptable insurance coverage. Thanks, Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarcia ci.vernon.ca.us From: Juarez, Debbie Sent: Wednesday, February 23, 2011 2:47 PM To: Mermis, Michelle; Barcia, Ana Subject: FW: Insurance Inquiry - Civiltec Engineering Inc. - Approved 02-15-11 by Res. No. 2011-21 Following up on the status. Thanks. Deborah Juarez Records WanagementAssistant City of Vernon - City Cferk's Office 4305Santa TeAvenue Vernon, CA 90058 (323) 583-8811 From: Juarez, Debbie Sent: Thursday, February 17, 2011 10:51 AM To: Barcia, Ana Cc: Mermis, Michelle Subject: Insurance Inquiry - Civiltec Engineering Inc. - Approved 02-15711 by Res. No. 2011-21 Hello. Please let me know if the above -referenced has valid insurance. Thank you. Deborah Juarez W§cordr 914anagementAssistant City of Vernon - City Cferk's Office 4305Santa TeAvenue Vernon, CA 90058 (323) 583-8811 2/24/2011 of DER RECEIVED FEB 0 2 2011 GS, VELY lllOV� RECEIVE® STAFF REPORT CITY ADMINISTRATION FEB 0 3 2CPMMUNITY SERVICES & WATER DEPARTMEN CITY C'PA DATE: February 2, 2011 TO: Mayor and City Council FROM: Samuel Kevin Wilson, Director of Community Services and Water RE: Request to Approve Services Agreement Between the City of Vernon and Civiltech Engineering 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 Services Agreement between the City of Vernon and Civiltech Engineering, Inc. The City Attorney's office has approved the Services Agreement between the City of Vernon and Civiltech Engineering, Inc. as to form. It is my recommendation that the Services Agreement between the City of Vernon and Civiltech Engineering Inc., for the -preparation of the 2010 UWMP, be approved at the February 8, 2011 City Council meeting. Thank you. SKW/sr Enclosures of VE�� COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Mark Whitworth, City Administrator FROM: Samuel Kevin Wilson, Director of Community Services and Water DATE: February2, 2011 SUBJECT: Request to Approve Services Agreement Between the City of Vernon and Civiltech Engineering 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 Services Agreement between the City of Vernon and Civiltech Engineering, Inc. 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 Services Agreement between the City of Vernon and Civiltech Engineering, Inc. for the preparation of the 2010 UWMP at the February 8, 2011 City Council meeting. Thank you. SKW/sr Enclosures FAWater\Urban Water Management\UWMP 2010 City Administimtor Agreemmt.doc RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF.THE CITY OF VERNON ACCEPTING THE BID OF CIVILTEC ENGINEERING INC. AND APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF THE 2010 URBAN WATER MANAGEMENT PLAN 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 Urban Water Management ,Plan by July 1, 2011; and WHEREAS, on November 1, 2010, the City Council of the City of Vernon adopted Resolution No. 2010-151 authorizing the issuance of a request for proposals for the preparation of the 2010 Urban Water Management Plan (the "Services"); and WHEREAS, by a memorandum dated February 2, 2011, the Director of Community Services & Water has recommended that the City accept the bid of Civiltec Engineering Inc. ("Civiltec") and enter into a services agreement with Civiltec setting forth the terms and conditions under which Civiltec will perform the Work (the "Agreement"). 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 approves the Agreement with Civiltec Engineering Inc., in substantially the form attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro -Tern to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Agreement to: Civiltec Engineering Inc. Attention: W. David Byrum, P.E. 118 West Lime Avenue Monrovia, CA 91016 2 SECTION 6: 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 February, 2011. ATTEST: Willard G. Yamaguchi, City Clerk Name: Title: Mayor / Mayor Pro-Tem - 3 - 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. 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 Tuesday, February.15, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of February, 2011, at Vernon, California. (SEAL) Willard G. Yamaguchi, City Clerk 4 EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF A 2010 URBAN WATER MANAGEMENT PLAN Consultant: Responsible Principal of Consultant: Notice Information - Consultant: Notice Information - City: Commencement Date: Termination Date: Consideration: r� Records Retention Period COVER PAGE Civiltec Engineering Inc. W. David Byrum, P.E. Civiltec Engineering Inc. 118 West Lime Avenue Monrovia, CA 91016 Attention: W. David Byrum Phone: (626) 357-0588 Facsimile: (626) 303-7957 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 February _, 2011 February _, 2012, unless extended pursuant to Section 1 Total not to exceed $19,990.00 (includes all applicable sales tax); and more particularly described in Exhibit B 5 years SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CIVILTEC ENGINEERING INC. FOR THE PREPARATION OF A 2010 URBAN WATER MANAGEMENT PLAN THIS AGREEMENT is made and entered into as of , 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Civiltec Engineering Inc., a California corporation ("Consultant"). City and Consultant are collectively referred to herein as the "Parties." RECITALS A. City desires to retain the services of a consulting firm to perform and deliver an Urban Water Management Plan that meets the requirements of the Urban Water Management Planning Act as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Consultant 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 may renew this Agreement on a year-to-year basis at its discretion. (b) In the event that City renews this Agreement, Consultant 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, Consultant may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Consultant 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) Consultant 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. Consultant shall at all times comply with the highest ethical standards when performing Services for the City. (c) Consultant 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. Consultant shall at all times 2 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 Consultant to comply with this section. (d) Consultant 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 Consultant, and Consultant 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 Consultant'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) Consultant shall be entitled to reimbursement only for those expenses set forth in Exhibit "B". Any expenses incurred by Consultant that are not expressly authorized by this Agreement will not be reimbursed by City. Modifications in work frequencies or Scope of Work shall only be authorized by the City. (c) City may make changes by increasing, reducing or deviating from the requirements of the Scope of Services. 'Changes in the Scope of Services, duties, obligations, duration or total compensation, shall be by written authorization only by the City. A form of Change Order is set forth in Exhibit "C" attached hereto and incorporated by reference. Section 4. Method of Payment. The City shall compensate the Consultant as each task illustrated in Exhibit `B" is completed to the -satisfaction of.the City. Section 5. Responsible Principals. (a) Consultant's Responsible Principal set forth on the Cover Page shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant 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. Consultant shall provide City with said permits, licenses, and certificates at the request of City. (b) Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Consultant 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. Section 8. Access. Consultant 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 Consultant. Section 9. Consultant's Duties and Representations. Consultant represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Consultant 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 Consultant. (c) There is no litigation pending against Consultant and Consultant is not the subject of any criminal investigation or proceeding, and neither Consultant nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Consultant is and shall at all times remain, as to City, a wholly independent consultant. The personnel performing.1he Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant 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. Consultant 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 Consultant or its officers, employees, or agents in connection with the performance of this Agreement. Except -for Consideration paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Consultant or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Consultant agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Consultant 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 Consultant at least five (5) calendar days prior written notice. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. Consultant 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, Consultant shall deliver all Confidential Information, as defined in Section 13 below, to City within thirty (30) days after the termination of this Agreement. Consultant shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Consultant'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 Consultant 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 Consultant, received by Consultant, revealed to Consultant, or provided to Consultant for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Consultant 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. Consultant'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) Consultant'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 Consultant without an obligation to maintain its confidentiality prior to receipt from City; 5 this Agreement; ii. is or becomes generally known to the public without violation of iii. is obtained without an obligation of confidentiality by the Consultant 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 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 Consultant shall use such materials in strict confidentiality and shall return the same to City at its request upon completion or termination of this Agreement. Consultant shall not copy or otherwise use any such materials for any purposes other than the completion of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. Section 15. Records and Inspections. Consultant 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. Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to Consultant. Section 17. Indemnification. Consultant 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 Consultant, or Consultant's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance -or no-n-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 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 Consultant's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Consultant. Cel Section 18. Insurance. (a) Consultant 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 One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Consultant or Consultant's officers, employees, or agents. (b) Consultant 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 Consultant or Consultant's officers, employees, or agents in performing the services required by this Agreement. (c) Consultant 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 losses sustained through any errors or omissions committed by Consultant or Consultant's officers, employees, or agents. (d) Consultant agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (e) Consultant 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 Five Million Dollars ($5,000,000) for each occurrence, combined single limit, and provide policy coverage and terms at least as broad as those required in the primary insurance. (f) Consultant shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) 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. (h) Consultant 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 Consultant's expense, the premium thereon. (i) At all times during the term of this Agreement, Consultant 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, Consultant shall cause --its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Consultant -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 7 naming the City, its officers, officials, employees, agents, and volunteers as additional insured's. 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. (j) The insurance provided by Consultant shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, officials, employees, agents, or volunteers shall be excess of Consultant's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Consultant hereby waives all rights of subrogation against City, its 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, Consultant shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Consultant 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, Consultant shall secure the payment of compensation to Consultant's employees. By executing this Agreement, Consultant certifies the following: Consultant 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 Consultant 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 A or agreed to in writing by the City. Section 21. Compliance with Laws. Consultant 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. Consultant 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 put -poses 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 Consultant, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant 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 consultants 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. 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 Consultant's sole expense. Section 24. Licenses and Permits. Except as provided herein below, Consultant 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. Consultant 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. Sec. 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 Consultant, without further acknowledgment by the parties. Section 26. Assignment and Subcontracting. Consultant 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 Consultant to subcontract work under -this Agreement, Consultant 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 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 28. 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 9 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. Section 30. Entire Aareement 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 a 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 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 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 Govemment 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 Consultant. City shall timely notify Consultant 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 to 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. 10 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. 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 Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations under this Agreement. [Signatures Begin on Next Page] 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 and California municipal corporation By: HILARIO GONZALES Mayor ATTEST: WILLARD G. YAMAGUCHI, City Clerk APPROVED AS TO FORM: WILLARD G. YAMAGUCHI, Interim City Attorney Civiltec Engineering Inc., a California corporation By: Name: Title: By: Name: Title: 12 EXHIBIT A SCOPE OF SERVICES Consultant shall perform the following services on behalf of City: complete the work described in the proposal dated December 9, 2010, a copy of which is attached hereto and incorporated by reference as attached. 13 City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 18 Civiltec has identified a Project Manager who will serve as the main point of contact with the City and will establish a communication plan with the City to ensure timely and accurate development of the 2010 UMWP. This will include preparation of meeting agenda, meeting minutes and comment response table that address City's comments and concerns. Civiltec will assist as required by the City, in adoption of the 2010 UWMP including coordination of the Notice of Public Hearing, Resolution of Plan Adoption, circulation of copies of the Draft UWMP to necessary parties, and support at a City Council Presentation. Civiltec will prepare the Final 2010 UWMP and submit to the Department of Water Resources and State Library on behalf of the City, and provide copies and one electronic copy of the Final UWMP to the City. Scope of Services Civiltec proposes to provide the following Scope of Services to complete the 2010 Urban Water Management Plans per the above requirements as follows: Task 1— Data Collection and Review A. Coordinate the collection of necessary and pertinent data/information for preparation of each section of the 20.10 UWMP from key City staff and other agencies. It is assumed that the City will provide all required site specific information including analytical data, historical water usage trends and requirements in a timely manner. B. Develop a plan to involve coordinating public agencies in providing information .for the development of the Plan, Regional Water Quality Control Board, Department of Public Health, and neighboring agencies. C. Obtain, review, utilize and incorporate by reference, where appropriate, the following documents, at minimum, for preparation of the City'-s 2010 UWMP: 1 Urban Water Management Planning Act of 1983, as amended July 5, 2005. 2 Guidebook to Assist Water Suppliers in the Preparation of a 201-0 Urban Water Management Plan as provided by DWR, upon availability. 3 Methodologies for Calculating Baseline and Compliance Urban Per -Capita Water Use as provided by DWR. 4 The City Water Master Plans, CIPs, and other planning documents. Civiltec has extensive exposure and experience with coordinating with Cities including working with General Planning documents, Water Master Plans, Integrate Resource Plans, groundwater management plans, production and consumption City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 19 records. This gives us keen insight to the current and future conditions of the City's water infrastructure and will help to expedite completion of this task. 5 The City's Consumer Confidence Report. 6 The City's Water Shortage Contingency Plan, as applicable. 7 MWD, Report on Metropolitan Water District Water Supplies: A Blueprint for Water Reliability, March 2, 2003 (or a Spring 2010 update, if available) and subsequent updates. 8 MWD Integrated Water Resources Plan, most recent Update. 9 The State Water Project Delivery Reliability Report, DWR. 10 Bulletin 132-0, Management of the California State Water Project, DWR, December 2002. 11 Colorado River Water Delivery Agreement: Federal QSA, most recent update; and related agreements and documents. 12 Regional Water Quality Control Board applicable plans and reports, i.e., Relevant Basin Plans. 13 Other relevant reports and information. Task 2 — Preparation of 2010 Urban Water Management Plan A. Prepare the Draft and Final 2010 UWMP in accordance with the DWR requirements, utilizing data/information provided by the City's staff and other agencies. Recent amendments to the requirements include expanded groundwater information, water quality information, and information to address the requirements of SB 610 (Water Supply Planning) and SB 221, as appropriate. Each section -of the Draft 2010 UWMP will -be prepared in accordance with the following contents, subject to revision and approval at the Initial Meeting: Section l'— Introduction Section 2 — Population and Water Use Section 3 — Water Sources and Supply Section 4 — Water Quality Section 5 — Water Reliability Planning Section 6 — Water Use Provisions Section 7 — Water Conservation Section 8 — Water Demand Management Measures Section 9 — Water Shortage Contingency Plan Section 10 — Water Recycling City of Vernon Samuel Kevin Wilson 2010 UWMP Update December 9, 2010 Page 20 Task 3 — Meetings and Presentations �5t1! rf` A. Conduct an initial meeting with the City's staff to confirm the project schedule, project team members, 2010 UWMP outline, required data and information needed. B. Confirm a meeting schedule for the duration of the UWMP development process, including meetings not less than once per month, to discuss the progress and status of the project. C. Submit to the City on a monthly basis a progress report including a record of tasks completed. D. Coordinate development of the 2010 UWMP with appropriate City and coordinating agencies. Civiltec will communicate directly with designated key City and other agency staff as needed for required data/information and will attend one (1) meeting with the City Council and support the City in presentation of the UWMP to the Council. E. Identify a point of contact and develop a communication plan that ensures a coordinated approach. Frequent review of each section of the 2010 UWMP by the City's staff will facilitate the schedule for completion. The communication plan will include identification of email and hone as the p. primary method- of communication for efficient sharing of information and use of time. Task 4 — Submittals A. Incorporate approved changes and prepare three (3) copies and one electronic version of the.Draft Final 2010 UWMP for City. adoption in accordance with requirements of the DWR. B. Prepare the Final 2010 UWMP and assist the City, as requested and directed by the City, in the adoption of the 2010 UWMP, including coordination of the Notice of Public Hearing, Resolution of Plan Adoption, and circulation of copies of the Final 2010 UWMP. An electronic file will be prepared in pdf and in Word format for the City to prepare reproductions. C. Submit the 2010 UWMP to the ' California Department of Water Resources, the State Library, and other required agencies on behalf of the City. Provide the City with evidence of submission. EXHIBIT B General Civil, Municipal, Water and Wastewater Engineering, Planning, Construction Management and Surveying Monrovia, Prescott Phoenix December 9, 2010 • City of Vernon • 4305 Santa Fe Avenue �.+�•� Vernon, CA 90058 Attention: Samuel Kevin Wilson, Director of Community Services Subject: Cost Proposal to Provide Professional Engineering Services for the Preparation of a 2010 Urban Water Management Plan Dear Mr. Wilson: CIVILTEC engineering, inc. (Civiltec) proposes to provide the Scope of Services per our Proposal dated December 9, 2010 fof the subject project on a time and materials basis. per the attached rate schedule, not to exceed the following total budget, without written authorization from the -City of Vernon. Task I — Data Collection and Review $2,565.00 Task II — UWMP Preparation $%900.00 Task III — Meetings and Coordination $5,380.00 Task IV — Submittals $2,145.00 TOTAL $19,990.00 Enclosed herewith is a 2010 Company Rate Schedule that we will keep in effect for the duration of the Project, and an Engineering Budget Estimate spreadsheet that details costs per task, as well as estimate of hours per personnel category. CIVILTEC engineering, inc. (Civiltec) will be pleased to enter into the City's. Standard Agreement for the services identified in our Proposal. We look forward to assisting you and the City of Vernon in the successful completion of the project, if chosen, to undertake this important assignment. 118 West Lime Avenue Monrovia, CA 91016 TEL. (626) 357-0588 FAX: (626)303-7957 City of Vernon Samuel Kevin Wilson 2010 UWMP Fee C December 9, 2010 en ne ng inG `�•,,,,* �,,,e� Page 2 Please contact me with any questions you may have. We are available to discuss this Proposal at your convenience. This Cost Proposal is valid for a period of 90 days. Very truly yours, CIPUTEC engineering, inc. W. David Byrum, P.E. Senior Vice President Principal Engineer W.\2010\Proposals\PM10099 MY of Vernon UWNWMI0099 COST PROPOSAL CITY OF VERNON UWMP Budget.doc r Z Cw C a w 0 w F- 0 Z Q W a U_ n .o w- N a z� O U I c o 0 0 0 � oo C; at V �. N pj w N 0g4011 8$8 i {wi C G Y> OD 1D N pG� 01 w O VD wci O O p W ^ O co T w W } m N v v OT O 2 u� } m w to m WEEMMEE©ESEEMEMB e -o a t! _m W;2p7 �c° 33 Q pyc FL O aCC q c o C C b1 d O �O m 8 mILCL . W � 0 �00000®�000©©ee� O O _a U' _Z w w w Z Z U 1W— J_ U a d cc a d a U U A) N W M 0 rn rn 0 0 a 0 CL a 0 U General Civil, Transportation, Municipal, Water and Wastewater Engineering Planning, Construction Management and Surveying Monrovia Prescott Phoenix Kingman RATE SCHEDULE EFFECTIVE UNTIL DECEMBER.31, 2010 PrincipalEngineer................................................................................................................ $180.00 Principal Engineer - Expert Witness Testimony ........................................ .. $325.00 ........................ SeniorEngineer.................................................................................................................... $170.00 ProjectManager............................................................ ProjectEngineer................................................................................................................... $135.00 StaffEngineer...................................................................................................................... $130.00 SeniorDesigner.................................................................................................................... $125.00 Designer............................................................................................................................... $115.00 Designer/Drafter................................................................................................................ $100.00 Construction Management Supervisor................................................................................... $95.00 PlanningTechnician .............................................:................................................................. $95,00 Senior Resident Engineer/Inspector................................................................ Resident Engineer/Inspector.................................................................................................. $80.00 Drafter.................................................................................................................................. $80.00 Administrative Assistant/Clerical...........................................................................................$65.00 OneMan Survey Party......................................................................................................... $175.00 TwoMan Survey Party ........................................................................................................ $225.00 ThreeMan Survey Party ...................................................................................................... $230.00 SurveyManager................................................................................................................... $130.00 StaffLand Surveyor............................................................................................................. $115.00 SurveyTechnician ......................................................................................................... ..... $100.00 SubcontractedServices...........................:.................................................................. Cost plus 15% Mileage............................................................................................................................ $0.55/mile NOTE: All rates are effective until December 31, 2010. Any increases in rates after that date will be limited to 8% maximum. w:uwhnsrnnrcoivuwa�SCHPD n s.IOIU&aa.a« 118 West Lime Avenue Monrovia, CA 91016 TEL: (626) 357-0588 FAX: (626) 303-7957 EXHIBIT C Exhibit C CITY OF VERNON COMMUNITY SERVICES & WATER DEPARTMENT CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. PROJECT: SHEET OF' SHEETS P.O. NO. TO: CONSULTANT REQUESTED BY: City of Vernon You are hereby directed to make the herein described changes to the plans and specifications or do the following described work not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally incltVlP.A in the cnntrarf Contract Amount (Base Bid $ Amount of This Change Order $ Amount of Previous Change Orders Total Chan a Orders $ Modified Contract -Amount $ By mason of this change order the time of coMpletion will be adjusted as follows: Approved: Date: Director of Community Services & Water t Attest: Date: Willard Yamaguchi, City Clerk We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all labor, equipmentand materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above -specified, and will. accept as full payment therefore the prices shown above. Accepted Date: Contractor: By: Title: !�• Prniprt I.71 P.�1 .(1T}Ta(�}/1T�11Tntl9einn Rev. 03110