Resolution No. 2011-099RESOLUTION NO. 2011-99
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE ISSUANCE OF A REQUEST FOR
PROPOSALS FOR EMERGENCY WATER AND PUBLIC WORKS
REPAIRS
WHEREAS, the City of Vernon is interested in obtaining
proposals from qualified contractors to provide emergency water and
public works repairs on an as needed basis; and
WHEREAS, the Director of Community Services L water is
seeking permission for the issuance --of Request for Proposal(s) for
emergency water and public works repairs (the "RFP").
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
directs the City Administrator, or his designee, to issue in
accordance with Vernon City Code Section 2.29-2 the RFP, a copy of
which is attached hereto as Exhibit A, to one or more qualified
contractors, and to report to the City Council on the proposals
received with a recommendation for action.
SECTION 3: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 21't day of June, 2011.
Hilari-16 Gonzales
Name:
ATTEXT: Title: Mayor /
fqil4ard �. YWg�chiUCity Clerk
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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. 2011-99, 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 21, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
P4 day of June, 2011, at Vernon, California.
Executed this ,
(SEAL)
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EXHIBIT A
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COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water
4505 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-1881:1 Fax (323) 826-1435
City of Vernon
Request for Proposal
For Emergency Water and.
Public. Works Repairs
May,2011
INTENT
The City of Vernon (City) is seeking a Services Agreement (Agreement) from qualified
contractors to perform emergency repair services for tile City's water system and ppblic works
facilities on an as needed basis in the event of a natural disaster or large-scale emergency
conditions.
CRITERIA FOR SELECTION
A con=ittee. of City staff members will evaluate and rank the qualified proposals in response to
the Request for Proposal. If'deemed necessary by the staff committee, the top ranked contractors
will be to. an oral interview before the committee. The professional fee envelopes will be
opened only after the contractors are ranked based upon their qualifications.
Please be advised that if the City Attorney deten-nines there is a conflict of interest that would
prevent the City from contracting with a particular contra, ctor/finn, then that proposal shMI be
disqualified.
Evaluation of proposals and interviews will include the following criteria:
• Experience, credentials and time commitment of the contractor and other key personnel;
• Experience of the contractor in facilitating projects and/orjobs of a similar nature;
• Responsivencss to the project objectives and preparation of a working schedule that will
ensure that the contractor has pemormcl available to make emergency repairs during
normal work hours (Monday through Thursday 7:00 A.M. — 5:30 P.M.) and after-hours;
• Ability to meet the project/job schedule; and
Dcclusivefy Inditstriaf
Cost for repair work.
PROPOSAL FORMAT
The proposal shall include, at minimum, the following items:
• Letter of Transmittal;
• Executive Summary — Two (2) page limit;
• Understanding of, and approach to, the project;,
• Experience with sinu lar projects completed in the.past three years and related references;
• Qualifications of the firm members and their commitment to the project;
• A detailed description of the Scope of Work;
• Estimate time to complete repair; and
• Bid forms shall be placed in a sepaTate sealed envelope.
SCOPE OF WORK
Typical repairs may include water main and. valve leaks and breaks, sewer stoppages, sto.nn drain
stoppages, collapsed storm drains.� collapsed sewer mains, broken sewer laterals, sink ho les, or
any other emergency where City crews are not able to make the required emergency repairs,
Contractor shall perform all labor, work, or other operations required for the fulfillment of the
Agreement, 'including tools and equipment, in stnict accordance With the provision defined -in this
Request for Pro osal, Green Book standards, the American Water Works Association (AWWA)
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standards, the American Public Works Association (APWA) standards, and the current City of
Vernon standards ' and details. The work shall also include the furnishing of all transportation and
services, including fuel, electricity, water, safety equipment, and essential communications.
CONSULTING SERVICES CONTRACT
A sample of the City's Standard Professional Contracting Services Agreement and Insurance
Requirements the successful Proposer. will be required to enter into with the City is herein
attaclied. Troposers are stron I ly advised to review all the terms and conditions of the sample
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Agreement. If the Proposer takes exception to any provision of the attached sample Agreement,
the Proposer must specify each exception and give a detailed statement of why he takes exception
to each certain provision stated in the sample Agreement. The extent to. which the Proposer takes
exception to the City's Agreement will be considered and evaluated.in the Agreement award.
Submission of the proposing firm's standard Agreement, as a part of -the proposal will Dot be
accepted.
INTERPRETATIONS
No oral interpretations will be given as to the meaning of the specification documents or any part
thereof. Every request for interpretation shall be made in writing to the City of Vernon.
GENERAL
The specifications herein state the minimum requirements -for the City. Unauthorized conditions,
limitations, or provisions shall be cause for rejection. The City will consider as "non -responsive"
any proposal not prepared and submitted in accordance with the proposal document and
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specification, or any bid lacking.sufficient technical literature to enable the Department to make a
reasonable determination of compliance to the specification.
It shall be the proposer's responsibility to carefully examine each item of the specification. All
variances, exceptions and/or deviations shall be fully described in the appropriate section.
Payment for work will be on a labor, materials and equipment basis. Payment will be based on
time at the site only; mobilization/demobilization costs are to be included in the proposed rates.
The City makes no guarantee ofthe total quantity of work to be provided. The City will notify the
contractor of general locations requiring repair and a general description of the field conditions at
repair locations. Not-ification of properties whose service may be interrupted will be the
responsibility of the City. Please note that multiple Agreements may be awarded to ensure the
City has the services needed to meet emergency repair requirements.
CONTRACTORS RESPONSIBLITIES
The contractor will be required to perform repairs to the City's water, sewer, stonn drain, and
street facilities, and will also responsible for all means and methods used to complete the repairs.
In addition, the contractor shall be responsible for providing the following at levels adequate to
complete repairs in a timely manner as outlined below:
• Qualified Labor;
• Tools;
• Equipment;
• Transportation;
• Services (including fuel, electricity, water, and communications); and
• Traffic Control.
WATER QUALITY PROTECTION AND STORMWATER QUALITY
The contractor shall take all necessary s teps to protect -the storm drain system from
discharges of construction -related wastewater, including: saw cutting slurry, concrete
washout, sediment -contaminated runoff, sewage overflows, or highly -chlorinated
discharges from Nvater line testing, This will require the use of Best Management
Practices (BMPs) such as providing sediment controls on downstream stonn drain inlets,
collecting and removing saw cutting slurry, providing an area for concrete washout, and
directing highly -chlorinated discharges to the sanitary sewer or. by dechlorinating this
water. The contractor shall comply with all state and federal laws relating to stormwater
runoff,
The selected contractor shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, and personnel;
Contractor's License Classification: contractor shall possess a valid Class A General
Engineering Contractor's license at the time of Bid Opening and for the duration of the
Contract. Failure to possess the specified license shall render the bid as non -responsive
and shall act as a bar to award the Contract to any bidder not possessing said license at
the time of Bid Opening; and
The contractor is responsible for meeting all Agreement conditions and City standards &
details for all work performed. Substandard work, as determined solely by the City, shall
be redone at the expense of the contractor.
WORK SCHEDULING
Time is of the essence for all required work. The contractor will make a good faith effort to start
repairs within two (2) hours of notification or in accordance with a written schedule approved by
the City. If repair cannot be completed within this period, the contractor shall.provide the City a
full damage assessme ' nt, cost estimate and completion schedule within twenty four (24) hours of
notification. Normal work hours are Monday through Friday 7:00 am to 5:00 pm.
The City may request contractor to start work within forty eight (48) hours or in as little as two
(2) hours, depending on the urgency of the repair. The bid form has places to indicate premiums
or fees that contractor will charge for those response times.
UNDERGROUND UTILITIES AND PHYSICAL CONDITIONS
The City shall not be responsible for the accuracy or completeness of information or data shown
on the City's water, sewer, or storm drain system base maps or any other utility information. The
contractor shall have full responsibility for reviewing and checking all such information and data,
for calling Underground Semice Alert, for locating all Underground Utilities for coordination of
the work With the owners of such Underground Utilities during construction, for the safety and
protection thereof and repairing any damage thereto resulting from the work, the cost of . which
will be considered as having been included in the contract price. The contractor shall take all
possible precautions for the protection of unforeseen utility lines to provide for uninterrupted
service and to provide such special protection as may be necessary.
All paved areas, including curb, gutter, and sidewalk, cut or damaged during construction, shall
be replaced with similar materials of equal thickness to match the existing adjacent undisturbed
areas.
Cost Data
A. Labor:
Please provide a cost schedule illustrating labor rates (Per Hour) for all applicable job
classifications.. Labor costs shall be proportional to all assigned work and only that
portion of the time applicable to the emergency work will be paid.
B. Eguipment:
Please provide a cost schedule illustrating equipment rates (Per Day and Per Week) for
all applicable equipment. No payment will be made for use of tools which have a
replacement value of $500 or less. Regardless of ownership, the rates to be used in
determining equipment costs shall not exceed listed rates prevailing locally at equipment
rental agencies, or distributers, at the time the emergency work is performed.
The equipment rates paid shall include the cost of fuel, oil, lubrication, supplies, small
tools, necessary attachments, repairs and maintenance of any kind, depreciation, storage
insurance, and all incidentals. Necessary loading and transportation costs for equipment
used on the emergency Work shall be included.
If equipment is used intermittently and, when not in use, could be returned to its source at
less. expense to the City than holding it at the work site, it shall be retu m-ed, unless the
contractor elects to keep it at the work site, at no expense to the City.
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All equipment shall be acceptable to the City, in good working condition, and suitable for
the purpose for which it is to be used.
As part of the proposal, the contractor shall provide the City with the mark-up rate for the
equipment used on the work to cover all overhead and profit.
MATERIALS AND SUPPLIES
The contractor will use materials and supplies from the City inventory or vendor identified by the
contractor. A flat percent mark-up shall be provided for all overhead and profit. The contractor
shall supply the City with an or ' iginal receipt of all materials utilized on the job. The Use of the
City's inventory will be at the City's discretion. There will be no cost to the City for materials
and supplies used from the City's inventory.
Notes:
I . Hourly rate Service Vehicle includes use of any and all tools and equipment not separately
listed.
2. Time starts when contractor arrives at job site and ceases when contractor leaves the job site
at the end of the job.
3. Labor will be based on hourly rates payable to the nearest 6 minutes (tenths of one hour).
4. If City requests work outside normal work hours (7:00 AM to 5:00 PM, Monday through
Thursday), above hourly rates increased by
5. Premium for eight -hour response time is
6. Premium for two-hour response time is
7. The minimum number of hours charged for labor is
S. The minimum number of hours charged for cquipm�n_t —is
9. A detailed schedule of costs must be submitted to the City for approval for all costs,
including labor, equipment, material and supplies prior to payment. The City will pay for
emergency work based on the accumulation of costs provided herein.
DAILY REPORTS BY CONTRACTOR
The contractor shall submit a daily report to the City representative on forms approved by the
City. Applicable delivery tickets, listing all labor, materials, and equipment involved for that day,
and other services and expenditures when authorized shall be included. Failure to submit the daily
report by the close of the next working day may waive any rights for that day. An attempt shall be
made to reconcile the report daily, and it shall be signed by the City representative and the
contractor. In the event of a disagreement, pertinent notes shall be entered by each party to
explain points which cannot be resolved immediately. Each party shall retain a signed of the
report. Reports by subcontractors or others shall be submitted through the contractor. The report
shall include:
1. List of names of workers, classifications, and hours worked.
2. Describe and list quantities of materials used.
3. List the type of equipment, size, identification number, and hours of operations, including
loading and transportation, if applicable.
4. Describe other services and expenditures in a detailed fashion.
INVOICES
The contractor's invoices for material, equipment rental and other expenditures shall be submitted
with the daily report. If the daily report is not substantiated by invoices or other documentation,
the City may establish the cost of the item involved at the lowest price which was current at the
time of the report.
WORK BY SUBCONTRACTOR
When any emergency work is perfonned by a subcontractor, the mark-up shall be applied to the
subcontractor's costs,. In addition, u 5% allowance for the contractor's overhead and profit shall
be added to the sum of die subcontractor's costs and mark-up and shall constitute the mark-up for
all overhead and profit for the contractor on emergency work done by the subcontractor.
SUBMITTAL OF PROPOSALS
If your firm is interested in subnutting a proposal for this work, it must be received by 2:00 P.M.
on Tuesday, July 19, 2011. Four (4) copies of the contractor's Proposal shall be submitted in a
scaled envelope to:
Samuel Kevin Wilson, P.E.
Director of Community Services and Water
City of Vernon Department of Community Services
4305 Santa Fe Avenue
Vernon, California 90058
On the outside of the scaled Proposal envelope clearly writc:
"Contractor Name"
Emergency Water and Public Works Repairs
Due July 19, 2011 at 2:00 P.M.
Inside the Proposal envelope, include a sealed envelope containing the attached bid sheets for the
project. On the outside of the scaled Cost Proposal envelope clearly write:
"Contractor Name"
Project Fees
CONTACTPERSON
The contact person is Scott Rigg who can be reached at (323) 583-8811, extension 279 Monday
through Thursday between 7:00 A.M. and 5:30 P.M.
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES]
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
COVER PAGE
[insert name of contractor]
(insert name, title]
[insert name of contractor]
[insert street address]
[insert city, State, zip code]
Attention: [insert. name, title)
Phone: [insert phone number]
Facsimile: [insert fax number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1408
[insert commencement date]
[insert termination date], unless extended
pursuant to Section 1
Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit B
[insert number of years contractor must
retain records]
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES)
THIS AGREEMENT is made and entered into as of ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City'), and [Contractor's Name], a [State incorporated in] corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain [brief description of services] services provided as
more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit
A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
,(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
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 mutuaUy 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 allServices 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 fiederal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
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officials, employees, agents or volunteers shall not be liableat 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. Comr)ensation.
(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 Pa
ge 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).
M 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 Riesponsible 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 o-therqualifications required
by this Agreement or other appli I cable 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 necessar licenses, permits and certificates required by I'w f
a or 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 i . Merest shall I 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 off icers, 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 lorth 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 Cityj or bind City in any manner.
(b) No emplo ee benefits shall be available to Contractor or its officers,
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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 f -or the-Gity. 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
percen ' tage 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 requited by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including tiny claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver afl Confidential Information, as defined in Section 13 below,
to City within thirty (3.0) 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 Cily'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 ol 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;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(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 fumished 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 Instoections. Contractor shall maintain fulland accurate.
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during hormal'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 de- fault 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, suds, 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 Contractoes officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-p6rformance 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.
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(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
insurancecovering 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 workersi 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
minimurrf limits- of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverag6 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 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
insurance. the primary
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall be issued by an
insurer admitted In the State ofCalifornia and with a rating of at least a B+, VII in the latest
edition of Best's Insurance Guide.
(h) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(I) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of thepolicy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are 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 bf 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.
0) 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,
7
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 wa.1ves all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, 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 Soecifications. 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 Boow') 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 relatin i
g 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 Wa-ge 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 1112 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. Assionment 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 Subcontractim 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
admini stered 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
Agreement. The exclusive j u risd.iction 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 La . 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.
9
Section 30. Entire Acireement 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 Obliciated 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
batween the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service. which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
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, confident, iality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement,
F1
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, im paired 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].
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City [CONTRACTOR'S NAME, a [State
and California municipal corporation incorporated in) corporation
By: By:
HILARIO GONZALES Name:
Mayor Title:
ATTEST:
WILLARD G. YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
WILLARD G. YAMAGUCHI,
Interil,li City Attorney
By:
Name:
Title:
12
EXHIBIT A
SCOPE OF SERVICES
13
EXHIBIT B
FEES
(Example (Delete and replace actual terms))
[Contractor shall be paid $[insert flat amount] to perform all Services described in Exhibit A.]
[Contractor shall invoice City [FREQUENCY) for Services provided under this Agreement.]
[Example (Delete and replace with actual terms))
14
EXHIBIT C
CHANGE ORDER
15
Exhibit C
CITY OF VERNON
COMMUNITY SERVICES & WATER DEPARTMENT
CONTRACT CHANGE ORDER NO.
PROJECT:
TO:
SUPPLEMENT NO. SHEET OF SHEETS
REQUESTED BY: Citv of Vernon
P.O. NO.
CONTRACTOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
Contract Amount (Base Bid)
.............................................
$
Amount of This Change Order
$
................... I ............................
Amount of Previous Change Orders
I .......................................
$
Total Change Orders
I
$
.....................................................
Modified Contract Amount
.............................................
$
By reason of this change order the time of
com letion will be adjusted as follows:
Approved: Date:
Director of Community Services & Water
Attest: Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and
wil I accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
u.- 1-ruirut rucit-uniractor/irurchasing Rev. 03/10
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: June 23, 2011
TO: S, Kevin Wilson, Director of Community Services & Water
FROM: Willard Yamaguchi, City Clerk/Interim City Clerk
RE: Resolution No. 2011-99 — A Resolution of the City Council of the City of Vernon
Authorizing the Issuance of a Request for Proposals for Emergency Water and Public
Works Repairs
Transmitted herewith is a copy of Resolution No. 2011-99 referenced above, which was approved by City
Council on June 21, 2011.
Thank you.
WY:dj
Attachment
c: Resolution No. 2011-99
DATE: May 26,2011
TO: Honorable Mayor and City Council
1�0)
FROM: Samuel Kevin Wilson, Director of Community Services & Water
RE: PERMISSION TO SEEK PROPOSALS FOR EMERGENCY WATER AND
PUBLIC WORKS REPAIRS
The Community Services and Water Department (Department) is requesting permission to, seek
Request for Proposals (RFP) from qualified contractors to provide Annual Emergency Water and Public
Works Repairs. The City currently has a Services Agreement with Colich & Sons to perform the above -
mentioned work that is set to expire on July 1, 2011. In light of changing economic conditions it would
be in the best *interest of the City to seek RFP's for this work.
An annual Water and Public Works Agreement allows the City to make water and sewer line
repairs in an efficient and timely fashion in the event that City crewinembers do not have the resources to
facilitate such repairs. The City is highly reliant on the water and sewer facilities to provide uniform and
consistent service to its customers. Failure of one or more of these transmission facilities could potentially
result in,extensive flooding to City streets, sewer system overflows, and cause major disruptions in traffic
flows. In addition, the liability from sewer.systern overflows in terms of potential fines from the Regional
Water Quality Control Board and third party lawsuits could be considerable.
It is important that the City go out to bid in order to gain a fair market perspective in terms of
current price schedules. The City Attorney's office has approved the RFP to form. It is my
recommendation that the City Council grant the Department permission to issue RFP's to qualified
contractors for Emergency Water and Public Works Repairs at the June 21, 2011, City Council meeting.
Thank you.
SKW/sr
Enclosures
OF VPP
RECEIVF=
UOPMUNITY SERVICES & WATER DEPARTMENT
MAY 3 1 2011 OFFICE MEMORANDUM
CITY CLEWS ME
TO: Mark Whitworth, Interim City Administrator
]FROM: Samuel Kevin Wilson, Director of Community Services and Water
DATE: May 26,2011
SUBJECT: PERMISSION TO SEEK PROPOSALS FOR EMERGENCY WATER AND
PUBLIC WORKS REPAIRS
The Department of Community Services and Water (Department) is requesting permission to seek
Request for Proposals (RFP) from qualified contactors to facilitate Emergency Water and Public Works Repairs
on an as needed basis. The original Annual Emergency Water and Public Works Repairs Agreement was
approved by City Council in 2005. The Agreement has been renewed annually and has been held by Colich &
Sons, hie. since its inception in 2005. The, Contract with Colich & Sons is set to expire on July 1, 2011.
Moreover, the above -mentioned services are used mainly for emergency repairs in the event City crews
do not have the resources to facilitate a repair *in a timely fashion. It is important that the City have a contractor
available to eliminate the potential liability associated with water and public works *infrastructure related
failures.
In light of changing economic conditions it is important that the Department go out to bid to entertain
quotes in order to gain a fair market perspective of current price schedules. The City Attorney's office has
approved the RFP to form. A Staff Report has been attached recorm-nending that the City Council grant
approval to issue RFP's for EmerjZency Water and Public Works Repairs at the June 21, 2011, City Council
meeting. 'fbank you.
SKW/sr
Enclosures
F:\Swtt\Smtt\My DocurnentsTT=gency Water& Sewer RepairTerifission to SeekRFPs City AdministrTWnd�
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: May 26, 2011
TO: Samuel Kevin Wilson, Director of Community Serviqes & Water
FROM: Willard G. Yamaguchi, Interim City Attorne e
RE: Request for Proposal for Emergency Water and
Public Works Repairs
I have received and reviewed the Mem6randum dated may 9, 2011, and the
attachments thereto,
Attached please find the revised sample agreement to be attached to
the RFP which includes updated verbiage.
Otherwise the RFP for emergency water and public works repairs is
approved as to form.
WY: em
Enclosures
Ly
MAY 12 2011
CITY ATTORNEY DEPT,
COMMUNITY SERVICES & WATER DEPARTMENT
OFFICE MEMORANDUM
TO: Willard Yamaguchi, Interim City Attorney
FROM: Samuel Kevin WilsoR, Director of Community Services and Water
DATE: May 9,2011
SUBJECT: Request to Review Draft Request for Proposal for Emergency Water and Public
Works Repairs
The Department of Community Services and Water has prepared a draft Request for Proposal (RFP) to
seek bids from qualified contractors to facilitate Emergency Water and Public Works Repairs. Moreover, the
above -mentioned services are used mainly for emergency repairs in the event City crews do not have the
resources to facilitate a repair in a timely fashion. It is important that the City have a contractor available to
eliminate the potential liability associated with water and sewer infrastructure related failures.
Attached herewith is the draft RFP for Emergency Water and Public Works Repairs. Please review the
subject RFP as to form and advise me if it meets with your approval. Thank you.
SKW/sr
Enclosures
F:\Smtt\Scott\My Documents\Emergency Water & Sewer Repdr\RFP Tanks Attorney Emergency Water and Public Works Repah.doc
_A, — .
-VVNW-
COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1435
City of Vernon
Request for Proposal
For Emergency Water and
Public Works Repairs
May 2011
INTENT
The City of Vernon (City) is seeking a Services Agreement (Agreement) from qualified
contractors to perform emergency repair services for the City's water system and public works
facilities on an as needed basis in the event of a natural disaster or large-scale emergency
conditions.
CRITERIA FOR SELECTION
A committee of City staff members will evaluate and rank the qualified proposals in response to
the Request for Proposal. If deemed necessary by the staff committee, the top ranked contractors
will be invited to an oral interview before the committee. The professional fee envelopes will be
opened only after the contractors are ranked based upon their qualifications.
Please be advised that if the City Attorney detennines there is a conflict of interest that would
prevent the City from contracting with a particular contractor/firm, then that proposal shall be
disqualified.
Evaluation of proposals and interviews will 'include the following criteria:
Experience, credentials and time commitment of the contractor and other key personnel;
Experience of the contractor in facilitating projects and/orjobs of a similar nature;
Responsiveness to the project objectives and preparation of a working schedule that will
ensure that the contractor has personnel available to make emergency repairs during
normal work hours (Monday through Thursday 7:00 A.M. - 5:30 P.M.) and after-hours;
Ability to meet the project/job schedule; and
E-r,,cfusivefy Industfiaf
Cost for repair work.
PROPOSAL FORMAT
The proposal shall include, at minimum, the following items:
0 Letter of Transmittal;
0 Executive Summary — Two (2) page limit;
0 Understanding of, and approach to, the project;
0 Experience with similar projects completed in the past three years and related references;
Qualifications of the firin members and their commitment to the project;
A detailed description of the Scope of Work;
Estimate time to complete repair; and
Bid forms shall be placed in a separate sealed envelope.
SCOPE OF WORK
Typical repairs may include water main and valve leaks and breaks, sewer stoppages, storm drain
stoppages, collapsed storm drains, collapsed sewer mains, broken sewer laterals, sink holes, or
any other emergency where City crews are not able to make the required emergency repairs.
Contractor shall perform all labor, work, or other operations required, for the fulfillment of the
Agreement, including tools and equipment, in strict accordance with the provision defined in this
Request for Proposal, Green Book standards, the American Water Works Association (AWWA)
standards, the American Public Works Association (A-P)ATA) standards, and the current City of
Vernon standards and details. The work shall also include the furnishing of all transportation and
services, including fuel, electricity, water, safety equipment, and essential communications.
CONSULTING SERVICES CONTRACT
A sample of the City's Standard Professional Contracting Services Agreement and Insurance
Requirements the successful Proposer will be required to enter into with the City is, herein
attached. Proposers are strongly advised to review all the terms and conditions of the sample
Agreement. If the Proposer takes exception to any provision of the attached sample Agreement,
the Proposer must specify each exception and give a detailed statement of why he takes exception
to each certain provision stated in the sample Agreement. The extent to which the Proposer takes
exception to the City's Agreement will be considered and evaluated in the Agreement award.
Submission of the proposing firm's standard Agreement, as a part of the proposal will not be
accepted.
.INTER-PRETATIONS
No oral interpretations will be given as to the meaning of the specification documents or any part
thereof Every request for interpretation shall be made inwriting to the City of Vernon.
GENERAL
The specifications herein state the minimum requirements for the City. Unauthorized conditions,
limitations, or provisions shall be cause for rejection. The City will consider as "non -responsive"
any proposal not prepared and submitted in accordance with the proposal document and
2
specification, or any bid lacking sufficient technical literature to enable the Department to make a
reasonable determination of compliance to the specification.
It shall be the proposer's responsibility to carefully examine each item of the specification. All
variances, exceptions and/or deviations shall be fully described in the appropriate section.
Payment for work will be on a labor, materials and equi ment basis. Payment will be based, oil
ip
time at the site only; mobilization/demobilization costs are to be included in the proposed rates.
The City makes no. guarantee of the total quantity of work to be provided. The City will notify the
contractor of general locations requiring repair and a general description of the field conditions at
repair locations. Notification of properties whose service may be interrupted will be the
responsibility of the City. Please note that multiple Agreements may be awarded to ensure the
City has the services needed to meet emergency repair requirements.
CONTRACTORS RESPONSIBLITIES
The contractor will,be required to perform repairs to the City's water, sewer, storm drain, and
street facilities, and will also responsible for all means and methods used to complete the repairs.
In addition, the contractor shall be responsible for providing the following at levels adequate to
complete repairs in A timely manner as outlined below:
0 Qualified Labor;
0 Tools;
0 Equipment;
Transportation;
Services (including fuel, electricity, water, and communications); and
Traffic Control.
WATER QUALITY PROTECTION AND STORMWATER QUALITY
The contractor shall take all necessary steps to protect the storm drain system from
discharges of construction -related wastewater, including: saw cutting slurry, concrete
washout, sediment -contaminated runoff, sewage overflows, or highly -chlorinated
discharges from water line testing. This will require the use of Best Management
Practices (BMPs) such as providing sediment controls on downstream storm drain inlets,
collecting and removing saw cutting slurry, providing an area for concrete, washout, and
directing highly -chlorinated discharges to the sanitary sewer or by deeblorinating this
water. The contractor shall comply with all state and federal laws relating to stormwater
runoff;
0 The selected contractor shall take all precautions to ensure the safety of pedestrians,
vehicular traffic, and personnel;
0 Contractor's License Classification: contractor shall possess a valid. Class A General
Engineering Contractor's license at the time of Bid Opening and for the duration of the
Contract. Failure to possess the specified license shall render the bid as non -responsive
and shall act as a bar to award the Contract to any bidder not possessing said license at
the time of Bid Opening; and
0 The contractor is responsible for meeting all Agreement conditions and City standards &
details for all work performed. Substandard work, as determined solely by the City, shall
be redone at the expense of the contractor.
3
WORK SCHEDULING
Time is of the essence for all required work. The contractor will make a good faith effort to start
repairs within two (2) hours of notification or in accordance with a written schedule, approved by
the City. If repair cannot be completed within this per I iod, the contractor shall.provide the City a
full damage assessment, cost estimate and completion schedule within twenty four (24) hours of
n if 'on. Normal work hours are Monday through Friday 7:00 am to 5:00 pm.,
ot icati
The City may request contractor to start work within forty eight (48) hours or in as little as two
(2) hours, depending on the urgency of the repair., The bid forin has places to indicate premiums
or fees that contractor will charge for those response times.
UNDERGROUND UTILITIES AND PHYSICAL CONDITIONS
The City shall not be responsible for the accuracy of completeness of information or data shown
on the City's water, sewer, or storm drain, system base maps or any other utility information. The
contractor shall have full responsibility for reviewing and checking all such information and data,
for calling Underground Service Alert, for locating 411 Underground Utilities for coordination of
the work with the.owners of such Underground Utilities during construction, for the safety and
protection thereof and repairing any damage thereto resulting from the work, the cost of which
will be considered as having been included in the contract price. The contractor shall take all
possible precautions for the protection of unforeseen utility lines to provide for uninterrupted
service and to provide such special protection as.may be necessary.
All paved areas, including curb, gutter, and sidewalk, cut or damaged during construction, shall
be replaced with similar materials of equal thickness to match the existing adjacent.undisturbed
areas.
Cost Data
A. Labor:
Please provide a cost schedule illustrating labor rates (Per Hour) for all applicable job
classifications. Labor costs shall be proportional to all assigned work an&only that
portion of the, time applicable to the emergency work will be paid.
B. Equipm
Please provide a cost schedule illustrating equipment rates (Per Day and Per Week) for
all applicable equipment. No payment will be made for use of tools which have a
replacement value of $500 or less. Regardless of ownership, the rates to be used in
determining equipment costs shall not exceed listed rates prevailing locally at equipment
rental agencies, or distributers, at the time the emergency work is performed.
The equipment rates paid shall include the cost of fuel, oil, lubrication, supplies, small
tools, necessary attachments, repairs and maintenance of any kind, depreciation', storage,
insurance, and all incidentals. Necessary loading and transportation costs for equipment
used on the emergency work shall be included.
If equipment is used intermittently and, when not in use, could be returned to its source at
less expense to the City than holding it at the work site, it shall be returned, unless the
contractor elects to keep it at the work site, at no expense to the City.
4
All equipment shall be acceptable to the City, in good working condition, and suitable for
the purpose for which it is to be used.
As part of the proposal, the contractor shall provide the City with the mark-up rate for the
equipment. used on the work to cover all overhead and profit.
MATERIALS AND SUPPLIES
The contractor will use materials and supplies from the City inventory or vendor identified by the
contractor. A flat percent mark-up shall be provided for all overhead and profit. The contractor
shall supply the City with an original receipt of all materials utilized on the Job. The Use of the
City's inventory will be at the City's discretion. There will be no cost to the City for materials
and supplies used from the City's inventory.
Notes:
I . Hourly rate Service Vehicle includes use of any and all tools and equipment not separately
listed.
2. Time starts When contractor arrives at job site and, ceases when contractor leaves the job site
attheendofthejob.
3. Labor will be based on hourly rates payable to the nearest 6 minutes (tenths of one hour).
4. If City requests work outside normal work hours (7:00 AM to 5:00 PM, Monday. through
Thursday), above hourly rates increased by %.
5. Premiumfor eight -hour response time is
6. Premium for two-hour response time is
7. The minimum number of hours charged for labor is
8. The minimum number of hours charged for equipment, is
9. A detailed schedule of costs must be submitted to the City for approval for all costs,
including labor, equipment, material and supplies prior to payment. The City will pay for
ernergency work based on the accurnulation of costs provided herein.
DAILY REPORTS BY CONTRACTOR
The contractor shall submit a daily report to the City representative on forms.approved by the
City. Applicable delivery tickets, listing all labor, materials, and equipment involved for that day,
and other services and expenditures when authorized shall be included. Failure to submit the daily
report by the close of the next working day may waive any rights for that day. An -attempt shall be
made to reconcile the report daily, and it shall be signed by the City representative and the
contractor. In the event of a disagreement, pertinent notes shall be entered � by each party to
explain points which cannot be resolved immediately. Each party shall retain a signed of the
report. Reports by subcontractors or others shall be submitted through the contractor. The report
shall include:,
1. List of names of workers, classifications, and hours worked.
2. Describe and list quantities of materials used.
3. List the type of equipment, size, identification number, and hours of operations, including
loading and transportation, if applicable.
4. Describe other services and expenditures in a detailed fashion.
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INVOICES
The contractor's invoices for material, equipment rental and other expenditures shall be submitted
with the daily report. If the daily report is not substantiated by invoices or other documentation,
the City may establish the cost of the item involved at the lowest price which was current at the
time of the report.
WORK BY SUBCONTRACTOR
When any emergency work is performed by a subcontractor, the mark-up shall be applied to the
subcontractor's costs. In addition, a 5% allowance for the contractor's overhead and profit shall
be added to the sum of the subcontractor's costs and mark-up and shall. constitute the mark-up for
all overhead and profit for the contractor on emergency work done by the subcontractor.
SUBMITTAL OF PROPOSALS
If your firm is interested in submitting a proposal for this work, it must be received by 2:00 P.M.
on Tuesday, July 19, 2011. Four (4) copies of the contractor's Proposal shall be submitted in a
sealed envelope to:
Samuel Kevin Wilson, P.E.
Director of Community Services and Water
City of Vernon Department of Community Services
4305 Santa Fe Avenue
Vernon, California 90058
On the outside of the sealed Proposal envelope clearly write:
"Contractor Name"
Emergency Water and Public Works Repairs
Due July 19,2011 at 2:00 P.M.
Inside the Proposal envelope, include a sealed envelope containing the attached bid sheets for the
project. On the outside of the sealed Cost Proposal envelope clearly write:
"Contractor Name"
Project Fees
CONTACT PERSON
The contact person is Scott Rigg who can be reached at (323) 583-8811, extension 279 Monday
through Thursday between 7: 00 A.M. and 5:3 0 P.M.
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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES]
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
COVER PAGE
[insert name of contractor]
[insert name, title]
[insert name of contractor]
[insert street address]
[insert city, state, zip code]
Attention: [insert name, title]
Phone: (insert phone number]
Facsimile: [insert fax number]
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mark Whitworth,
City Administrator
Telephone: (323) 583-8811 ext. 398
Facsimile: (323) 826-1408
[insert commencement date]
[insert termination date], unless extended
pursuant to Section 1
Total not to exceed $[insert amount]
(includes all applicable sales tax); and more
particularly described in Exhibit B
[insert number of years contractor must
retain records]
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES]
THIS AGREEMENT is made and entered into as of ("Effective Date"), by and
between the City of Vernon, a California charter City and California municipal corporation
("City"), and [Contractor's Name], a [State incorporated in] corporation ("Contractor"). City and
Contractor are collectively referred to herein as the "Par -ties."
RECITALS
A. City desires to have certain [brief description of services] services provided as
more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit
A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
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
observe and comply with all such ordinances, laws and regulations. City, and its officers,
2
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. Besponsible 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.
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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;
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
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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, aftorneys'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.
I
(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 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.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(h) 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.
(i) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are 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.
(j) 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,
11
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.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit 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,
H9.
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 app roval 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
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.
I
.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 Maneure. 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.
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.
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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].
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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
M
HILARIO GONZALES
Mayor
ATTEST:
WILLARD G. YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
WILLARD G. YAMAGUCHI,
Interim City Attorney
[CONTRACTOR'S NAME, a [State
incorporated in] corporation
By:
Name:
Title:
By:
Name:
Title:
12
EXH I BIT A
SCOPE OF SERVICES
13
WAM111-11111111
FEES
[Example (Delete and replace actual terms)]
[Contractor shall be paid $[insert flat amount] to perform all Services described in Exhibit A.]
[Contractor shall invoice City [FREQUENCY] for Services provided under this Agreement.]
[Example (Delete and replace with actual terms)]
14
EXHIBIT C
CHANGE ORDER
15