Resolution No. 2011-094RESOLUTION NO. 2011-94
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON ACCEPTING THE BID OF FLEMING ENVIRONMENTAL,
INC. AND APPROVING AND AUTHORIZING THE EXECUTION OF
A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND FLEMING ENVIRONMENTAL, INC. FOR THE
MAINTENANCE, TESTING AND REPAIR OF UNDERGROUND AND
ABOVEGROUND STORAGE TANKS, FUEL DISPENSERS AND
RELATED FACILITIES
WHEREAS, on November 15, 2010, the City Council of the City
of Vernon adopted Resolution No. 2010-170 authorizing the issuance of
a request for proposals for the maintenance, testing and repair of
underground and aboveground storage tanks, fuel dispensers and related
facilities located at the Fire Stations and City Hall (the
"Services"); and
WHEREAS, by a memorandum dated May 23, 2011, the Director of
Community Services & Water has recommended that the City accept the
bid of Fleming Environmental, Inc. ("Fleming") and enter into a
services agreement with Fleming setting forth the terms and conditions
under which Fleming 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 Fleming Environmental, Inc., a copy of
which is 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:
Fleming Environmental, Inc.
Attention: Terry L. Fleming, Jr., President
1372 E. Valencia Drive
Fullerton, CA 92831
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.
AT'T� S T :
// 41
Willard G.
APPROVED AND ADOPTED this 7th day of June, 2011.
chi/ City Clerk
Name: Hilario Gonzales
Title: Mayor /per Pr
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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. 2011-94, 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, June 7, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of June, 2011, at Vernon, California.
(SEAL)
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EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FLEMING
ENVIRONMENTAL, INC. FOR THE MAINTENANCE, TESTING AND REPAIR OF
UNDERGROUND AND ABOVEGROUND STORAGE TANKS, FUEL DISPENSERS
AND RELATED FACILITIES
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date: .
Consideration:
COVER PAGE
Fleming Environmental, Inc.
Terry L. Fleming Jr., President
Fleming Environmental, Inc.
1372 E. Valencia, Drive
Fullerton, CA 92831
Attention: Terry L. Fleming, Jr.
Phone: (714) 871-2800
Facsimile: (714) 871-2801
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
July 1, 2011
July 1, 2012, unless extended pursuant to
Section 1
Total not to exceed $7,050.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period 3 years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FLEMING
ENVIRONMENTAL, INC. FOR THE MAINTENANCE, TESTING AND REPAIR OF
UNDERGROUND AND ABOVEGROUND STORAGE TANKS, FUEL DISPENSERS
AND RELATED FACILITIES
THIS AGREEMENT is made and entered into as of July 1, 2011 ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and Fleming Environmental, Inc., a California corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have maintenance, testing and repair of its underground and
aboveground storage tanks, fuel dispensers and related facilities provided as more fully set forth
in the Scope of Services, attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the -services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations 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. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
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Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
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(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
L was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
this Agreement; ii. is or becomes generally known to the public without violation of
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
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iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(f) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(g) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Pollution Liability Insurance,
with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single
limit, and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(h) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(i) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best's Insurance Guide.
0) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(k) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
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that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional 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.
(1) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(m) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern .California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. 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 Contractor, without further
acknowledgment by the parties.
Section 26. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator 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
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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
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 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. Citv.Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
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Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 36. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 37. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waive_ r 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 Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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 Cleric
APPROVED AS TO FORM:
WILLARD G. YAMAGUCHI,
Interim City Attorney
Fleming Environmental, Inc., a California
corporation
By: i?L
Name: Terry L. Fleming Jr.
Title: President
By:
Name: Terr L. Fleming Jr.
Title: Secretary
12
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
County of Orange
On 5/12/11 betore me, Jennifer Martin, Notary Public
Dale Here Insert Name and Title of the Officer
personally appeared _Terry L. Fleming Jr.
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose names) is/afe subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(iss),
and that by his/her/their signatures(s) on the instrument the
person(6), or the entity upon behalf of which the person(-sj-
acted, executed the instrument.
JENNIFER MARTIN
Commission # 1884046
Notary Public - California
I certify under PENALTY OF PERJURY under the laws of
Orange County
the State of California that the foregoing paragraph is true
My Comm. Expires Apr 22, 2014
and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Terry L. Fleming Jr.
❑ Individual
❑ Corporate Officer — Title (s):President/Secty
❑ Partner
❑ Llmlted
❑ General
❑
Attorney in Fact
❑
Trustee
❑
Guardian or Conservator
❑
Other:
Signer is Representing:
Fleming Environmental Inc.
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer — Title(s):
❑ Partner
❑ Llmlted
❑ General
❑
Attorney in Fact
❑
Trustee
❑
Guardian or Conservator
❑
Other:
Signer is Representing:
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the following services on behalf of City: complete the work described in
the proposal dated March 24, 2011, a copy of which is attached hereto and incorporated by
reference as attached.
13
y
Fleming Environmental Incorporated
1372 E. Valencia Drive Fullerton, CA 92831
(714) 871-2800 - Fax (714) 871-2801
License #746017
March 24, 2011
City of Vernon
Community Services & Water Department
Attn: Mr. Scott.Rigg
4305 Santa Fe Avenue
Verion, CA 90058
Dear Scott:
I have been given your name and business card by Terry Fleming (the owner of my company). He thought you might
be interested in reviewing some information about us along with our pricing. Thank .you for giving Fleming
Environmental. Inc. this opportunity. Below, you will find our proposal for the compliance testing needed at your
facility.
Price:
B 510.00
City Yard
✓ Secondary Containment Testing:
$1,000.00
✓ Monitor System Certification:
$360.00
✓ Vapor Recovery Test: -
$600.00
✓ Designated Operator Services
$765.00
Fire Station #1:
✓ Vapor Recovery Testing:
$600.00
✓ Monitor System Certification:
$350.00
Fire Station #2:
✓ Secondary Containment Testing:
$500.00
✓ Monitor System Certification:
$350.00
✓ Designated Operator Services:
$765.00
Fire Station #3:
✓ Secondary Containment Testing:
$500.00
✓ Monitor System Certification:
$350.00
✓ Designated Operator Services:.
$765.00
Fire Station ft
✓ Secondary Containment Testing:
$500.00
✓ Monitor System, Certification:
$350.00
✓ Designated Operator Services:
$765.00'
Additional Services:
✓ Labor & Travel Time:
$65.00 Per Technician/Per Hour (Regular Time)
✓ Labor & Travel Time:
$97.50 Per Technician/ Per Hour (Overtime)
✓ Labor & Travel Time:
$130.00 Per Technician/Per Hour (Holiday)
✓ Equipment and Parts:
Cost + 15%
These Prices Include:
SB989 Testing:
✓ Notification to appropriate regulator of date and time of scheduled test.
✓ Two -man testing crew
✓ Annular Test
✓ Secondary Test
✓ Sump Test
UDC Test
✓ Labor Time (Not -To -Exceed) four (4) hours per tank.
✓ Test result preparation and submittal to appropriate regulatory agency within the required amount of time.
Exclusions: Please be advised that portions of.Secondary Containment Testing will require generating
waste. This waste has been deemed by local and state regulators as hazardous and must
be removed -and disposed of according to stipulated regulations. if you would like us to
recommend a company for you to use for this waste disposal, please contact us, otherwise
your contract will stipulate that you, the client, wili.handle the waste disposal.
Vapor Recovery Testing;
Notification to appropriate regulator of date and -time of scheduled test.
❖ TP 201.3.(Pressure becay Test)
TP 201.4 (Dynamic back Pressure Test)
• TP 261.E (Liquid Removal Test— If Needed)
4- Labor Time (Not-To=Exceed) four (4)-hours per facility
❖ Test result preparation and submittal to appropriate regulatory agency Within the required amount of time.
Monitor System Certification:
4� Notification to appropriate regulator of date and time of scheduled test.
❖ Inspect panel for proper function
Remove covers that house sensors
4• Test each sensor for proper function at Monitor Panel
❖ Clean all sensors and ensure'proper placement in the sumps
4• Install manway screws with anti -seize compound
4• Test all line leak detectors
❖ Attach test verification stickers
Insure local agency forms are -completed
• Labor Time (Not -To -Exceed) four (4) hours per Certification
Test result preparation and submittal to appropriate regulatory agency within the required amount of time.
Note: Please be advised that the Monitor System Certification will be conducted along with the
Spill Bucket Testing. The Spill Bucket Test is another method of generating waste. This
waste has been deemed by local and state regulators as hazardous and must be removed
and disposed of according to stipulated regulations. If you would like us to recommend a
company for you to use for this waste disposal, please contact us, otherwise your contract
will stipulate that you, file client, will handle tFte waste disposal. Please see "Exceptions"for
more information onxhis waste. generation
Monthly Designated Operator Site Visits:
❖ Alarm History Review
Paperwork Inspections
PaperwoWCompliance Binder Organization and Reporting
+ Compliance Inspection (one -hour per month I per facility)
Reporting to Regulatory Agency
4• Report Generation and Submittal to Client
• Sump Inspection
❖ Annual Training (concurrent with Monthly site visit)
If you have any questions, please do not hesitate to let me know.
Again, we would like to thank you for considering Fleming Environmental, Inc. We are the right place, with the right
combination (Quality Service and Quality Prices),
Respectfully,
ACan Evans
Alan Evans
Environmental Compliance Division Manager
EXHIBIT B
COST SCHEDULE
14
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EXHIBIT C
CHANGE ORDER
15
Exhibit "Cil
CITY -OF• VERNON
COMMUNITYSERVICES- & WATER: DEPARTMENT
:CONTRACT. CITANGE•ORDER NO: , SUPPI.XMENT NO. SHEET, 'OF. SETS
PROJECT:
TO: CONTRACTOR =.r
REQUESTED Y. City of. Vernon "
You are hereby'directed to:make.t o heiein d'esc'i vd changes. to the plans and`specifications br do'the folloyving described,woik
not previously.' included in he plans.and sptcifit:ations of this contract Excepts :5pecifiaally.modified.herein; all'terins'and ;
poriditious.of the original contract remain in full force and`effect and atinly fo flit additionah work as;f ca;rl u,�Ti<.Q,a� ��;;en..
inch ded iii he eo:d0abt. --- - -- - r- - - •b...,.,.'.
7.
-Contract,Alxiounl ase'Bid
$
"Amount oiThis Change Order'
$
Amount.dfPrevious Chan e:Orders
T6tal:Ch@"nge,.-( ijers::
$
.Mo'dified.C.04traat Amouiii '
$
•By reason of this change oWdr the time of
completion -will be ad'u'sted:as f lows:
Approved:. Date:
Director of Coiniin ii .Services &•Water"'
Attest-. Date:.'
Willard Ysinaguc4i; City:Clerk
We, the undersigned Contractor, have given careful consideration.to the cbange.propo;ed and hereby agree, if this proposal is approved,
That we:will'provide all .
labor, equipment. and materials, including overhdad, except as may othgi Mse be noted above, and perform a]] services necessary for the work above specified, and
will, accept as full payinerit therefore the prices shown. above.
Accepted Date: Contractor:
By: Title:
c: Project File/Contractor/Purchesing
Rev. 03/10
1 JY4 _ .
July 18, 2011
Fleminig Environmental, Inc.
Attn: Terry L. Fleming, Jr.
President
1372 E. Valencia Drive
Fullerton, CA 92831
RE: Services Agreement — Maintenance, Testing & Repair of Storage Tanks, Fuel Dispensers,
and Related Facilities
Dear Mr. Fleming:
The insurance requirements have been met. Transmitted herewith is a fully executed agreement
as referenced above, approved by City Council on June 7, 2011, through Resolution No. 2011-
94.
If you have any questions, please contact S. Kevin Wilson at (323) 583-8811 extension 245.
Thank you.
Enclosure
WYAj
c: S. Kevin Wilson
Purchasing Department
Resolution No. 2011-94
Agreement No. 11-069
Exchtsivefy Industriaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FLEMING
ENVIRONMENTAL, INC. FOR THE MAINTENANCE, TESTING AND REPAIR OF
UNDERGROUND AND ABOVEGROUND STORAGE TANKS, FUEL DISPENSERS
AND RELATED FACILITIES
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
Fleming Environmental, Inc.
Terry L. Fleming Jr., President
Fleming Environmental, Inc.
1372 E. Valencia Drive
Fullerton, CA 92831
Attention: Terry L. Fleming, Jr.
Phone: (714) 871-2800
Facsimile: (714) 871-2801
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
July 1, 2011
July 1, 2012, unless extended pursuant to
Section 1
Total not to exceed $7,050.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period 3 years
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FLEMING
ENVIRONMENTAL, INC. FOR THE MAINTENANCE, TESTING AND REPAIR OF
UNDERGROUND AND ABOVEGROUND STORAGE TANKS, FUEL DISPENSERS
AND RELATED FACILITIES
THIS AGREEMENT is made and entered into as of July 1, 2011 ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and Fleming Environmental, Inc., a California corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have maintenance, testing and repair of its underground and
aboveground storage tanks, fuel dispensers and related facilities provided as more fully set forth
in the Scope of Services, attached hereto and incorporated herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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 Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations 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. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
city.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
4
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
5
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
on
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(f) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the .
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(g) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Pollution Liability Insurance,
with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single
limit, and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(h) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(i) 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.
Q) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(k) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
7
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an endorsement
naming the City, its officers, officials, employees, agents, and volunteers as additional 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.
(1) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(m) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. 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 Contractor, without further
acknowledgment by the parties.
Section 26. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator 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
0
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
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 Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
10
Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 36. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 37. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 38. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 39. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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 Fleming Environmental, Inc., a California
and California municipal corporation corporation
/xz�--
By: By:
HILARIO GONZ ES Name: Jr. Mayor
L. Fleming Jr
Mayor
Title: president
APPR VED AS TO FORM:
r
WILLARD G. A I,
Interim City Attorne
By:
Name: Terry . Fleming Jr.
Title:. Secrtary
12
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California
County of Orange
On - 5/12/11 betore me, Jennifer Martin, Notary Public
Date Here Insert Name and Title of the Officer
personally appeared Terry L. Fleming Jr.
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(sr) whose names) is/ai:e subscribed to the
within instrument and acknowledged to me that he/sktee/t+iey
executed the same in his/ice/their authorized capacity(ies),
and that by his/her/t* eir signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(0-
acted, executed the instrument.
JENNIFER MARTIN
Commission # 1884046 1 certify under PENALTY OF PERJURY under the laws of
Notary Public - California _
orange county the State of California that the foregoing paragraph is true
L"MYCOM Ex ire" A r 22, 2014 and correct.
WITNESS my hand and official seal.
Signature"'"
Place Notary Seal Above - ignature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valua a to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Terry L. Fleming Jr. Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer — Title(s):President/Secty ❑ Corporate Officer — Title(s):
❑ Partner ❑ Partner
❑ Limited
❑ General
❑
Attorney in Fact
❑
Trustee
❑
Guardian or Conservator
❑
Other:
Signer is Representing:
Fleming
Environmental Inc.
❑ Llmlted
❑ General
❑
Attorney in Fact
❑
Trustee
❑
Guardian or Conservator
❑
Other:
Signer is Representing:
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the following services on behalf of City: complete the work described in
the proposal dated March 24, 2011, a copy of which is attached hereto and incorporated by
reference as attached.
13
Is .
Fleming Environmental Incorporated
1372 E. Valencia Drive— Fullerton, CA 92831
(714)871-2800 " Fax (714)871-2801
License #746017
March 24, 2011
City of Vernon
Community Services & Water Department
Attn: Mr. Scott.Rigg
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Scott:
I have been given your name and business card by Terry Fleming (the owner of my company). He thought you might
be interested in reviewing some information about us along with our pricing. Thank .you for giving Fleming
Environmental, Inc. this opportunity. Below, you will find our proposal for the compliance testing needed at 'your
facility.
Price:
$8,510.00
City Yard
✓ Secondary Containment Testing:
$1,000.00
✓ Monitor System Certification:
$350.00
✓ Vapor Recovery Test:
$600.00
✓ Designated Operator Services
$765.00
Fire Station #1:
✓ Vapor Recovery Testing:
$600.00
✓ Monitor System Certification:
$350,00
Fire Station #2:
✓ Secondary Containment Testing:
$500.00
✓ Monitor System Certification:
$350.00
✓ Designated Operator Services:
$765.00
Fire Station #3:
✓ Secondary Containment Testing:
$500.00
✓ Monitor System Certification:
$350.00
✓ Designated Operator Services:
$765.00
Fire Station #4:
✓ Secondary Containment Testing:
$500.00
✓ Monitor System Certification:
$350.00
✓ Designated Operator Services:
$765.00,
Additional Services:
✓ Labor & Travel Time: $65.00 Per Technician/Per Hour (Regular Time)
✓ Labor & Travel Time: $97.50 Per Technician/ Per Hour (Overtime)
✓ Labor & Travel Time: $130.00 Per Technician/Per Hour (Holiday)
✓ Equipment and Parts: Cost + 15%
These Prices Include:
SB989 Testing:
✓ Notification to appropriate regulator of date and time of scheduled test.
✓ Two -man testing crew
✓ Annular Test
✓ Secondary Test
✓ Sump Test
UDC Test
✓ Labor Time (Not -To -Exceed) four (4) hours per tank.
✓ Test result preparation and submittal to appropriate regulatory agency within the required amount of time.
Exclusions: Please be advised that portions of. Secondary Containment Testing will require generating
waste. This waste has been deemed by local and state regulators as hazardous and must
be removed'.and disposed of according to stipulated regulations. If you would like us to
recommend a company for you to use for this waste disposal, please contact us, otherwise
your contract will stipulate that you, the client, willhandle the waste disposal.
Vapor Recovery Testing:
Notification to appropriate regulator of date and time of scheduled test.
TP 201.3.(Pressure Decay Test)
TP 201.4 (Dynamic back Pressure Test)
❖ TP 201.6 (Liquid Removal Test— If Needed)
Labor Time (Not-To=Exceed) four (4) hours per facility
4-Test result preparation and submittal to appropriate regulatory agency within the required amount of time.
Monitor System Certification:
•2• Notification to appropriate regulator of date and time of scheduled test.
Inspect panel for proper function
❖ Remove covers that house sensors
❖ Test each sensor for proper function at Monitor Panel
Clean all sensors and ensure'proper placement in the sumps
❖ Install manway screws with anti -seize compound
❖ Test all line leak detectors
❖ Attach test verification stickers
Insure local agency forms are completed
•:• Labor Time (Not -To -Exceed) four (4) hours per Certification
Test result preparation and submittal to appropriate regulatory agency within the required amount of time.
Note: Please be advised that the Monitor System Certification will be conducted along with the
Spill Bucket Testing. The Spill Bucket Test is another method of generating waste. This
waste has been deemed by local and state regulators as hazardous and must be removed
and disposed of according to stipulated regulations. If you would like us to recommend a
company for you to use for this waste disposal, please contact us, otherwise your contract
will stipulate that you, the client, will handle the waste disposal. Please see "Exceptions" for
more information on this waste generation
Monthly Designated Operator Site Visits:
❖ Alarm History Review
Paperwork Inspections
Paperwork/Compliance Binder Organization and Reporting
•3 Compliance Inspection (one -hour per month / per facility)
Reporting to Regulatory Agency
❖ Report Generation and Submittal to Client
❖ Sump Inspection
❖ Annual Training (concurrent with Monthly site visit)
If you have any questions, please do not hesitate to let me know.
Again, we would like to thank you for considering Fleming Environmental, Inc. We are the right place, with the right
combination (Quality Service and Quality Prices).
Respectfully,
.Alan Evans
Alan Evans
Environmental Compliance Division Manager
2
EXHIBIT B
EXHIBIT B
COST SCHEDULE
14
Provide a cost hed scule for equipment and labor
EXHIBIT C
EXHIBIT C
CHANGE ORDER
15
Exhibit "C"
CITY OF. VER ON
'Amount of This Change Order $
A riount .of Preyidus Change: Orders
.Total'Change .Orders $
.Modified.Cantract Amount $
By recson of this change older the time of
com le0on.will be adjusted:as follows:
Approved: Date:
Dlrecttir of Coin` Ii ty.Sery ees &Water
Attest: Date:`
Willard Yamaguclii; City'
We, ttie undersigned Contractor, have given careful consideration.to the change.propos%ed and hereby agree, if this proposal is approved, that we'willprovide all .
labor, equipment and materials, including overhead, except as may o fi.ii ise be noted above, and perform all services necessary for the work above specified, and
will_ accept as full payment therefore the pricesshown- above.
Accepted Date: Contractor:
By: Title:
c:
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, July 18, 2011 9:57 AM
To: Juarez, Debbie
Subject: Fleming Environmental
Hi Debbie,
Please be advised that the above referenced has provided acceptable insurance coverage.
Thank you,
Ana Barcia
Deputy City Clerk
City of Vernon
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarciagei. vernon. ca.us
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages
attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a
person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying,
distribution or use of any of the information contained in or attached to this transmission is STRICTLY
PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the
original transmission and its attachments without reading or saving in any manner.
7/ 18/2011
a
DECEIVED
RECEIVES MAY 2 4 2011
MAY 2 4 2111 - CITY ADMINISTRATION
CITY CLERK'S �t STAFF REPORT
COMMUNITY SERVICES & WATER DEPARTMENT
DATE: May 23, 2011
TO: Honorable Mayor and City Council
FROM: Samuel Kevin Wilson*irector of Community Services & Water
RE: SERVICES AGREEMENT BETWEEN THE CITY ' OF VERNON AND
FLEMING ENVIRONMENTAL, INC. FOR THE MAINTENANCE, TESTING
AND REPAIR OF UNDERGROUND AND ABOVEGROUND STORAGE
TANKS, FUEL DISPENSERS AND RELATED FACILITIES
On Tuesday, January 18, 2011, the Department of Community Services and Water (Department)
received back proposals in response to the Request for Proposals for The Maintenance, Testing and
Repair of Underground and Aboveground Storage Tanks, Fuel Dispensers, and Related Facilities. The
results of the Request for Proposals are reflected below:
• Fleming Environmental, Inc: $7,050.00
• Fuel Pros, Inc. $7,550.00
• Sun West Engineering Constructors, Inc. $8,970.00
• TDE Construction & Consulting Services, Inc. $9,260.00
The Department has used three different contractors to perform the required maintenance, testing,
and repair functions outlined in the Request for Proposal. The Department determined that it would be
more efficient and effective to use one contractor to facilitate these functions. In review of the received
proposals, Fleming Environmental, Inc. appears to have the staffing expertise to handle the logistical
tasks required to service a contract as large as the City's. In addition, they have extensive experience in
servicing a variety of different public agencies; and hold manufacturer's certifications for UST/AST
repairs and installations. Their references have given them high marks in terms of quality of work and
customer service.
Moreover, the testing protocol is regulated by the Air Quality Management District (AQMD).
The results of these tests must be submitted to the AQMD for review. Failure to perform the testing in
accordance with AQMD standards could potentially result in the issuance of a Notice of Violation and
related penalties.
The City Attorney's office has prepared a Services Agreement between the City of Vernon and
Fleming Environmental, Inc. for the Maintenance, Testing and repair of Underground and Aboveground
Storage Tanks, Fuel Dispensers and Related Facilities. The Services Agreement has been executed by
Fleming Environmental, Inc. and is herein attached.
pF "41?
GS�Vf1Y IN9Jz -
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
TO: Mark Whitworth, City Administrator
its
FROM: Samuel Kevin Wilson; Director of Community Services and Water
DATE: May 23, 2011
SUBJECT: SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
FLEMING ENVIRONMENTAL, INC. FOR THE MAINTENANCE, ;TESTING
AND REPAIR OF UNDERGROUND AND ABOVEGROUND STORAGE
TANKS, FUEL DISPENSERS AND RELATED FACILITIES
The City Attorney's office has prepared a Services Agreement between the City of Vernon and
Fleming Environmental, Inca for The Maintenance, Testing and Repair of Underground and Aboveground
Storage Tanks, Fuel Dispensers, and Related Facilities.
The Department of Community Services and Water (Department) received back proposals from
qualified firms in response to the Request for Proposals. for the above -mentioned services. The Department
performed a comprehensive review of the subject proposals and found that Fleming Environmental, Inc. has
extensive experience in servicing a variety of different public agencies; and hold manufacturer's certifications
for UST/AST repairs and installations. Their references have given them high marks in terms of quality of work
and customer service. In addition; the Department currently uses three different contractors to facilitate the
required testing. It is in the City's best interest to select one contractor in order to improve the logistical
functionality of the process.
Moreover, the testing protocol associated with this work is regulated by the Air Quality Management
District (AQMD) The results of these tests must be submitted to the AQMD for review. Failure to perform the
testing in accordance with AQMD standards could potentially result in the issuance of a Notice of Violation and
related penalties.
The Services Agreement has been executed by Fleming Environmental, Inc. A Staff Report is herein
attached recommending that the City Council approve the Services Agreement between the City of Vernon and
Fleming Environmental, Inc. at the June 7, 2011, City Council meeting, and be made effective July 1, 2011.
SKW/sr
Enclosures
- FAScott\Scon\My DocumentsWI? Underground & Abovegromd Tanks\RFP Fuel Tanks.dcc
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: May 3, 2011
TO: Samuel Kevin Wilson, Director of Community Services & Water
FROM: Willard G. Yamaguchi, Interim City Attorney
RE: Fleming Environmental, Inc.
I have received and reviewed the Memorandum dated April 28, 2011, and
the attachments thereto.
Attached please find the revised Services Agreement for the
maintenance, testing and repair of underground and aboveground storage
tanks, fuel dispensers and related facilities.
WY:em
Enclosures
RECEIVED
RECEIVED
s
MAR 0 2 2011
{ MAR 02 2011
CITY ADMINISTRATION�,-
STAFF REPORT �' "�/►� ,�
COMMUNITY SERVICES & WATER DEPARTMENT
DATE: March 2, 2011
TO; Honorable Mayor and City Council
FROM: Samuel Kevin Wilson, Director of Community Services & Water
RE: SERVICES AGREEMENT BETWEEN THE CITY OF ' VERNON AND
FLEMING ENVIRONMENTAL, INC. FOR THE MAINTENANCE, TESTING
AND REPAIR OF UNDERGROUND AND ABOVEGROUND STORAGE
TANKS, FUEL DISPENSERS AND RELATED FACILITIES
On Tuesday, January 18, 2011, the Department of Community Services and Water (Department)
received back proposalsin, response` to the Request for Proposals for The Maintenance, Testing and
Repair of Underground and Aboveground Storage Tanks, Fuel Dispensers, and Related Facilities. The
results of the Request for Proposals are reflected below:
• Fleming Environmental, Inc. $7,050.00
• Fuel Pros, Inc. $7,550.00
• Sun West Engineering Constructors, Inc. $8,970.00
• TDE Construction & Consulting Services, Inc. $9,260.00
The Department has used three different contractors to perform the required maintenance, testing,
and repair functions outlined in the Request for Proposal. The Department determined that it would be
more efficient and effective to use one contractor to facilitate these functions. In review of the received
proposals, Fleming Environmental, Inc. appears to have the staffing expertise to handle the `logistical
tasks required to service °a contract as large as the City's. In addition, they have: extensive experience in
servicing a variety of different public agencies; and hold manufacturer's certifications for UST/AST
repairs and installations. Their references have given them high marks in terms of quality of work and
customer service:
Moreover, the testing protocol is regulated by the Air Quality Management District (AQMD).
The results of these tests must be submitted to the AQMD for review. Failure to perform the testing in
accordance with AQMD standards could potentially result in the issuance of a Notice of Violation and
related penalties.
The City'Attorney's office has prepared a Services Agreement between the City of Vernon and
Fleming Environmental, Inc. for the Maintenance, Testing and repair of Underground and Aboveground
Storage Tanks, Fuel Dispensers and .Related Facilities. The Services Agreement has been executed by
Fleming Environmental, Inc. and is herein attached.:
It is recommended that the,City Council approve the Services Agreement between the City of
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO. 2 SUPPLEMENT NO. _ SHEET 1 OF 1 SHEETS
The Maintenance, Testing and Repair of Underground 011.000
PROJECT: and Aboveground Storage Tanks, Fuel Dispensers and P.O. NO. 6967
Related Facilities
TO: Fleming Environmental, Inc. CONTRACTOR
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.
Revoke Change Order No. 1, dated and approved on January 25, 2012.
1. Replace existing Exhibit "A" of the Agreement Scope of Services, with a revised Scope of Services, dated December
19, 2011 and attached herewith. The revised Scope of Services removes the SB 989 Secondary Containment testing and
Cost Schedule.
2. Replace existing Exhibit `B" of the Agreement Cost Schedule, with a revised Cost Schedule, dated December 19,
2011 and attached herewith. The revisions to the Cost Schedule include:
• Add Designated Operator site visit fees to Fire Station No. 1: $63.75/monthly - $765.00/annually.
• Add Spill Bucket testing fees to City Hall, Fire Station No. 2, Fire Station No. 3, and Fire Station No. 4:
$400/annually.
• Remove SB 989 Containment testing fees from City Yard, Fire Station No. 2, Fire Station No. 3, and Fire
Station No. 4: $2,500.00/annually.
• Remove Monitoring System Certification fees from Fire Station No. l: $350.00/annually.
No Change in Contract Amount.
Contract Amount Base Bid
...............................................
$
7,050.00
Amount of This Change Order
I .............................................
$
0
Amount of Previous Change Orders
I .........................................
$
0
Total Change Orders
I .....................................................
$
0
Modified Contract Amount
.............................................
$
7,050.00
By reason of this change order the time of
completion will be adjusted as follows:
Approved: Date: —2
Directo nity Servic & Water
Attest: Date: Z — Y
ar a agu i ity Clerk
We, the undersigned Contractor, have given care nsideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all
labor, equipment and 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 Da�February 22, 2012 Contractor: _Fleming Environmental Inc.
By: / Title: Terry L. Fleming Jr., President
c: t�rgectruetcontractor/Furctiasmg Rev.03/10