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Resolution No. 2011-165
RESOLUTION NO. 2011-165 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS FOR THE SUBDIVISION OF CITY PROPERTY WHEREAS, the City of Vernon is interested in obtaining proposals from qualified land surveying firms to assist in the preparation of three subdivision maps; and WHEREAS, the Director of Community Services & Water has requested the issuance of a request for proposals for land surveying firms for the preparation of three subdivision maps (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 land surveying firms, and to report to the City Council on the proposals received with a recommendation for action. SECTION 3: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 4th day of October, 2011. ATTE T: XIV Wil and am 8�1 hi ity Clerk Zl� Name: Hilario Gonzales Title: Mayor - 2 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2011-165, 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, October 4, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of October, 2011, at Vernon, California. r Wi lard G. Ya g chi, bity Clerk (SEAL) - 3 - EXHIBIT A Request for Proposals (RFP) Subdivision of City Parcels 6-9 OWN, 4 a '�61L �R City of Vernon Community Services Department 4305 Santa Fe Ave. Vernon CA 90058 Phone: (323) 583-8811 I. INTRODUCTION AND PROJECT The City of Vernon ("City") invites proposals from qualified firms to perform land surveying work on behalf of the City. The City owns several lots. Three of these lots contain residential units along with other municipal uses. The City desires to subdivide the lot so that the each residential unit will sit on its own individual lot. Brief Project Description: The City owns 26 housing units, 18 of which are single family units and the remaining 8 are part of an apartment complex. These housing units sit on large lots which also contain other municipal facilities including City buildings and water and power facilities. The City desires to subdivide the properties such that each single family unit and the apartment unit are on its own individual lot. This subdivision would provide flexibility to the City if in the future it is determined it is in the City's best interest to sell off the housing units. The majority of the homes were constructed in the forties and fifties. The deadline for submitting proposal is October 27, 2011, at 2:00 p.m. II. BACKGROUND City History: The City of Vernon is a 5.2 square mile industrial community founded in 1905 and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history Vernon has been developed as industrial community. At the turn the lands comprising Vernon were comprised largely of farmlands. The presence of three major rail lines led to influential business men and property owners to encourage-thc�=rai.Iroad companies to runs spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial" city. By the 1-920's Vernon was attracting large stockyards and meatpacking facilities. In the 1930's Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon attracted smaller lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. The City is fully built out, however as former industrial facilities are decommissioned and eventually demolished it does permit for minor infill development opportunities. As Vernon has developed over the past century the residential population of the City slowly declined. Today only-1121)eople reside within the City -City Government: The -City Council consists offlve members, elected from the City -at -large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tern from its own membership to serve one-year terms. As a legislative body, the City Council is responsible for the enactment of local laws (Ordinances), the adoption of the annual City Budget and Capital Improvement Plan, and the review and adoption of proposed policies, agreements, contracts and other 'City business -items. The City Housing Commission oversees the housing within the City. It is anticipated that the housing commission will provide oversight of the subdivision. The tentative map will be checked by either the County or an outside consultant for conformity with State and local laws. Once the subdivision map is reviewed by the housing commission, the subdivision map would be forwarded to the City Council for approval. General Plan and Zoning Code: The City's General Plan and Zoning Ordinance provide the policy under which housing can be developed in the City. The City code contains minimum lots size, and street frontage requirements. These rules regulations will need to be modified prior to a subdivision map being approved. III. SCOPE OF SERVICES The City is seeking a Consultant that has extensive experience in surveying and preparing subdivision maps. The City is proposing to subdivide three parcels. An aerial photo and assessor map of each current lot is attached herewith in Appendix A. The first site, Assessor Parcel No. 6302-017-901, consists of the Civic Center and various other municipal buildings along with 10 homes along Furlong Place a private street. The City seeks to subdivide the property such that each housing unit is on its own lot and the private street is dedicated as a public street. The second site, Assessor Parcel No. 6303-027-900, consists of a fire ,station, substation, .water and gas facilities along with six homes along Fruitland Ave. and an apartment unit on 50t' St. The City seeks to subdivide the lot so that the six homes and the apartment unit, including the parking for the apartment building, each are on their own lot. The third site, Assessor Parcel No. 6303-010-901, consists of a lot containing water and power facilities and two homes on Vernon Ave. The City seeks to subdivide the lot so that each housing unit is on its own lot. The selected consulted will be required to prepare a topographical survey of the subject lots which shall include all above and below ground structures. This survey will assist in the City deciding the location of the proposed property lines for the subdivision and determining if any easements or dedications are. required. The consultant will be required to prepare all required studies, maps, drawings, calculations and any other documents necessary to perform the subdivision work in accordance with state and local law and customary in accordance with professional standards. The City is open to suggestions that the Consultant believes would be of value in producing the:best -layout of the -lots while satisfying the requirements of the State Law and Local Law. City -Staff will prepare any environmental documents needed for the project. IV. PROJECT COMPONENTS The following is a general description of the anticipated project components. At this point, these components .should be viewed as flexible in terms of their scope and order of completion. Consultants are, however, expected to submit a detailed work plan, including,phasing and specific work tasks, through the RFP submittal to the City. The selected Consultant Team ✓ill -also be required to submit a final work plan to the City for approval prior to execution of a contract for this -project. 1. Coordination: a. Coordinate a -kick-off meeting with staff. b. Provide written bi-weekly status. reports. C. -Confer with City staff as required. 2. Analysis and preparation of maps: a. Review appropriate State and local laws. b. Review existing data including City maps, utility records and City property information including survey data. C. Obtain and review title reports. d. Perform a topographical survey of the properties including the plotting of all above and below ground structures and utilities. e. Work with City Staff to determine the best location for future lot lines. f. Prepare a tentative, final or parcel map in conformance with the subdivision map act. All required easements and dedications shall be shown on the map. g. Perform all other work normally required to comply with professional standards in preparing a subdivision map including closure calculations, legal descriptions etc. Deliverables Expected. Bi-weekly status report on the status of the project. A topographical survey shall be prepared, similar to an ALTA survey, showing all above and below ground structures and utilities. A tentative map shall be prepared for plan check review and processing. A Final map shall be prepared for approval and recordation. . E. V. WORK PRODUCTS The format for all textual materials and products will be 8-1/2" x 11 ", black ink on white paper. The format of graphic elements shall be in accordance with the subdivision map act and professional standards. Final products shall be in a form that is workable, amendable, and easily reproducible. All studies, charts, graphs, and materials used in preliminary and public review processes shall become the property of the City of Vernon. In addition, the Consultant shall -provide the final textual documents in a format consistent with the word processing program in use by the City at the time of final document delivery. (The City currently utilizes a Microsoft" Word, Office 2007 format.) All map -based exhibits shall be developed using AutoCAD and Adobe Portable Document Format (PDF) to the City. Vl. MINIMUM CONTENT OF PROPOSAL The selected Consultant Team shall work with the City's personnel to ensure the highest level of accuracy. All electronic documents created for the City of- Vernon must be compatible with Microsoft Office 2007 (Word 2007, Excel 2007, and PowerPoint 2007) or AutoCAD products. A. Assumptions: Proposals should include a list _of the Consultant Team's assumptions made in preparation of the proposal on a separate page entitled, "Assumptions upon Which This Proposal is Based." This section -should also specifically set forth those documents, maps, and studies which the Consultant Team expects to be provided by the City. B. Schedule: Proposals should provide a detailed schedule fox the completion of services. Time frames should be stated in terms of the number of calendar days or weeks required to complete the specified tasks -using the City's notice to proceed as the start date. The schedule should identify the periods as the total -elapsed time from the start date. The schedule should track the independent timing for each of the different documents to be developed, reviewed, and adopted. C. Costs: Proposals should include costs for the completion of each major task in the work program. Each task should clearly identify the Consultant Team member who will be primarily responsible for completing the task. This -section should include billing and expense reimbursement rates. Costs should be segregated into a time and materials rate schedule and a not -to exceed maximum amount for all work. Indicate hourly rates of individuals involved, number of hours for each component, task or product, and the fee structure for additional work outside of the contract and optional items. A time and materials rate schedule should also be provided for use in negotiating any Changes in Work required during the course of the contract. Cost information shall be submitted in a separate sealed envelope. C. Staffing: The project manager and key personnel, including those of any subcontractor, shall be designated. The geographic location of the firm and key personnel shall also be identified. Any proposed sub -consultants shall be listed. Their responsibilities should be included in the proposal, if necessary. ,There -shall be no Changes in the project manager, sub -consultants, or key staff without approval of the City. VII. QUALIFICATIONS & CRITERIA A. Qualifications: The City of Vernon will select a principal consultant or team for this work on the basis of qualifications and experience. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposal: 1. Firm has five or more years of relevant experience performing services on similar -projects. 2. Finn is to provide, with proposal, three or more satisfactory references for -work performed in thepastfive years. 3. Firm can demonstrate understanding of the project, and knowledge of the disciplines necessary to complete the project, track record ofdel_ivering on time and on budget. B. Selection Criteria: The following items will be used to evaluate each Consultant Team: 1. Resumes of supervisory staff that will have direct charge of the project with Educational background and qualifications. 2. Experience; and demonstrated record of success on work previously performed work. 3. Substantiating adequate staff to complete the work within the time specified in the proposal. -4. The ability to work effectively with City staff, other public agencies, and -related parties as may be required during the course of the design, study or other services. 5. Where appropriate, whether the party has adequate knowledge of local conditions. 6. -Whether the party has available experienced, capable and acceptable .professional personnel or sub -consultants as may be pertinent to the work. 7. A record of keeping costs within project budgets and design estimates. 8. Contract fee as negotiated and ultimately agreed upon. Price is not the sole basis for selection, but may be considered in the criteria for evaluating proposals. VIIL FORMAT AND DELIVERY RESPONSE Respondents are asked to submit five (5) copies of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Typed 8.5" x 11" pages or less on white paper. You may attach company brochure materials if you wish, but these must be as separate attachments and independent from the required elements noted. 1. Organize your submittal in the order described above. 2. Provide one (1) unbound original of your firm's 3. Prominently label the package: "Subdivision of City Parcels" and include the name of the prime respondent. Deliver the response to: City of Vernon Community Services Department Attention: Samuel Kevin Wilson 4305 Santa Fe Avenue Vernon, CA 90058 5. The response is due on or before 2:00 p.m., October 27, 2011. Late responses will not be accepted. 6. If you have any questions please contact Kevin Wilson at (323) 5.83-8811 ext. 245. B. Cover Letter: An original cover letter signed by an officer authorized to contractually bind your firm. The cover letter should also 'include: the identification of the firm, including the name, address and telephone number ofthe firm; proposed working rMation-ship among the firm and any subcontractor(s), if applicable; name, title, address and telephone number of a Contact person during the proposal evaluation period; and a statement to the effect that the proposal shall remain valid for a period of not less than ninety -(90) 'days from the date of submittal. C. Introduction: Present an introduction of the proposal and your understanding of the project and significant steps, methods and procedures to be employed by your firm to ensure quality end products that can -be delivered within the required time frames and your identified budget. D. General Scope of Work: Briefly summarize the scope of work as your fmn perceives or envisions it. E. Work Plan: Present concepts for conducting the work plan and interrelationship of all products. Define the scope of each task including. the depth and scrape of analysis or research proposed. F. Specific Work Products: Identify the specific end products which will be submitted. Include concepts as to the form and content of each work product. G. Proposed Schedule: Present a comprehensive schedule reflecting time frames and milestones for completing each phase and task. Include key decision points. The Consultant Team shall agree to provide a biweekly status report to the City reflecting the project's progress. H. Estimated Cost and Hourly Rate Schedule: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. The City does expect a fair and reasonable project cost, backed by itemization of how the costs per phase and task were developed. Present the total expected cost and breakdown in estimated hours. Include an Hourly Rate Schedule for all key personnel expected to play a part in the work products. Prices shall represent the cost of finished products and cost estimates shall identify expenditures for graphics, base maps, public meeting and hearing participation, printing, legal notices, postage, mailing, advertising and other incidental and administrative costs. The City shall not, in any event, be liable for any pre -contractual expenses incurred by any firms. Negotiations may or may not be conducted with the firm; therefore, the proposal submitted should contain the firm's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" amounts per item. I. Ability of the Consultant Team to Perform: Provide a detailed description of your firm and its qualifications including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the project. Provide a list of specific related work projects which have been completed by your firm that are directly related to the project described in this RFP. Note the specific individuals who completed such project(s). Identify role and .responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of project. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The Consultant shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City Manager. IX. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, -changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice.of any -such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. X FORM OF CONTRACT The City's standard form of contract shall be used, and includes other provisions not described here. A standard professional service contract is attached for reference (Appendix B). Please review this very carefully and note in body of response any exceptions or alterations to the agreement. Alterations or Changes to the agreement which were not in the Consultant Team's response will not be made after the selection of the Consultant Team. This includes alterations, exceptions, or changes to the insurance and indemnity provisions. By requiring these requests up front, the City can compare all respondents on an equal footing. XI. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. B. This RFP does not obligate theCityto establish a list of^service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any organization in connection with this RFP. D. No conversations or agreements with ,any effacer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of City shall not be considered binding. E. The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source. F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt -to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. All submitted proposals and information included -therein or attached thereto shall become public record upon delivery to the Community Services Department. XII. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. Appendix A City Lots to be Subdivided F - _ we iI WEx r� Ll f 1 vo e TO e f r gz� 0-4 C 3 7W s kpL SM ioftx 'k-4 4 ri §'ice :��4v - $ 9 INV rgQd ey-4,�.-k. 232' 1ri-,^iryl 5 „- i` wo _ Q M J 58 I I Z °° m o �a0 I ° _U _U o w q M I Z ---�--� LL LL —. I pUyY I I > Q. 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E92 F 05 I _ 0 n I J o Nib �• I� � � � Ei� � Z�1 ;N4- Q ro h{W p, 0 N J B6b-OVL c'b'0 LLa Q O o o En 0. �- o a Z5 O q ;��E o` ` Q o ZO/- ZOLO 92/ ii •q 70/- i0L9,6'.0 cc a0 v uTb ^ �J- N E77— --_— {---- gsc,90 /•c row — --�9W (Y1 W Q> I I „ m I h Q I cc +-lo7f•- 0 4 X "i _ .W ZV �Q IiQq Y. qe Al h Za •a� � N I IA _ Z z Iq LL1LU a. h 40L I„ e J U-uj J OE WI al I I OI E'67 02 i•EE LI /6 Gtl- .I 69 Fz/ 92 L 3Ab M m bO�-Iv I r— m Appendix B Standard Professional Services Contract 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 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, Interim 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 2011 ("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. Any services_ performed prior to the Effective Date listed above shall for all .purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (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 _Gity'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 under similar circumstances and in a manner reasonably satisfactoryto City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times 2 observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this paragraph. (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. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the method and schedule of payment set forth in Exhibit B. Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be mode -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) Ail .persons performing the services under this Agreement 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. At any time, and for any reason or for no reason, City may request that Contractor replace any of Contractor's personnel. (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. Iicenses, 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 3 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 age-nts for.injury or.sickness arising out of performing services hereunder. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with 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. {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. 4 (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, floor plans, designs, maps, surveys, drawings, models, reports, logs, documents, materials or other information developed or created by Contractor, received by Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior"to receipt from City; 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. 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 15. 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 16. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys', fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 17. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and -keep in full force and effect, a policy or policies of Comprehensive General -Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle -Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (d) 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. (e) 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. (f) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required 3 amounts. Contractor shall, -prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as additional insured. 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. (g) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of sjbrogation. Contractor hereby waives all rights of -subrogation against City. (h) 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 18. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or -applicability :of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant -to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 20. Attorneys Fees. In the event a-disp-ute, 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 21. 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. taw. Section 22. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between City, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. 7 Section 23. 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 24. Force Ma'eure. 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 25. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 26. 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 tinder "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party4o the other in -writing. Mailed notices will be deemed communicated as of the day of receipt. Section 27. 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 28. Headings. Headings used in this Agreement are for convenience reference only and shall not affect the interpretation of the Agreement. Section 29. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 30. 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 31. 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]. i% 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: [CONTRACTOR'S NAME], a [State incorporated in] corporation By: Name: Title: By: Name: Title: 10 EXHIBIT B SCOPE OF SERVICES Contractor will perform the following work pursuant to this Agreement: 11 EXHIBIT C FLAT FEE [Example (Delete and replace with actual terms):] [Contractor shall be paid $[insert flat amount] to perform all Services described in Exhibit A.] [Contractor shall invoice City [FREQUENCY] for Services provided under this Agreement.] [Example (Delete and replace with actual terms):] 12 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: October 5, 2011 TO: S. Kevin Wilson, Director of Community Services & Water FROM: Willard Yamaguchi, City Clerk RE: Resolution No. 2011-165— A Resolution of the City Council of the City of Vernon Authorizing the Issuance of a Request for Proposals for the Subdivision of City Property Transmitted herewith is a copy of Resolution No. 2011-165 referenced above, which was approved by City Council on October 4, 2011. Thank you. WY:dj Attachment c: Resolution No. 2011-165 RECEIVED RECEIVE® SEP 2 6 2011� �Ie CITY CLERK'S OFFICE STAFF REPORT COMMUNITY SERVICES & WATER DEPAR DATE: September 22, 2011 TO: Honorable Mayor and City Council FROM: Samuel Kevin Wilson, Director of Community Services & Water RE: Subdivision of City Property SEP 2 2 2e1 CITY ADMINISTRATION The Community Services Department is seeking to retain a land surveying firm to assist in the preparation of three subdivision maps. The City owns several parcels of land, three of which have housing units on them. As part of its good governance reforms the City is considering the option of selling the City housing units to private parties. In order to permit the sale of the homes the lots on which the housing units are contained would have to be subdivided such that each housing unit would be on its own lot. The Community Services Department has prepared a Request for proposals to seek a Consultant that has extensive experience in surveying and preparing subdivision maps. The City is proposing to subdivide three parcels. The first site, Assessor Parcel No. 6302-017-901, consists of the Civic Center and various other municipal buildings along with 10 homes along Furlong Place a private street. The City seeks to subdivide the property such that each housing unit is on its own lot and the private street is dedicated as a public street. The second site, Assessor Parcel No. 6303-027-900, consists of a fire station, substation, water and gas facilities along with six homes along Fruitland Ave. and an apartment unit on 50'h St. The City seeks to subdivide the lot so that the six homes and the apartment unit, including the parking for the apartment building, each are on their own lot. The third site, Assessor Parcel No. 6303- 010-901, consists of a lot containing water and power facilities and two homes on Vernon Ave. The City seeks to subdivide the lot so that each housing unit is on its own lot. The selected consulted will be required to prepare a topographical survey of the subject lots which shall include all above and below ground structures. This survey will assist in the City deciding the location of the proposed property lines for the subdivision and determining if any easements or dedications are required. The consultant will be required to prepare all required studies, maps, drawings, calculations and any other documents necessary to perform the subdivision work in accordance with state and local law and customary in accordance with professional standards. It should also be noted that minor amendments to the City code will be needed to permit the subdivision of the residential lots. The minor amendments include adjusting the minimum lot size and street frontage requirements. An ordinance will be drafted, concurrently with the subdivision work, which will amend the code to permit the subdivision of land for residential purposes. The Community Services Department is hereby seeking authorization from the City Council to permit it to issue a request for proposals to retain the services of a land surveying firm to prepare the three subdivision maps. A copy of the request for proposal is attached herewith. SKW RECEIVED or VER u'�4 S Ep 2 6 2011 Gy�y � OVg CITY CLERK'S OFFICE ELY tN COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM TO: Mark C. Whitworth, City Administrator IZ6"a FROM: Samuel Kevin Wilson, Director of Community Services & Water DATE: September 22, 2011 SUBJECT: Subdivision of City Property The Community Services Department is seeking to retain a land surveying firm to assist in the preparation of three subdivision maps. The City owns several parcels of land, three of which have housing units on them. As part of its good governance reforms the City is considering the option of selling the City housing units to private parties. In order to permit the sale of the homes the lots on which the housing units are contained would have to be subdivided such that each housing unit would be on its own lot. The Community Services Department has prepared a Request for proposals to seek a Consultant that has extensive experience in surveying and preparing subdivision maps. The City is proposing to subdivide three parcels. The first site, Assessor Parcel No. 6302-017-901, consists of the Civic Center and various other municipal buildings along with 10 homes along Furlong Place a private street. The City seeks to subdivide the property such that each housing unit is on its own lot and the private street is dedicated as a public street. The second site, Assessor Parcel No. 6303-027-900, consists of a fire station, substation, water and gas facilities along with six homes along Fruitland Ave. and an apartment unit on 50th St. The City seeks to subdivide the lot so that the six homes and the apartment unit, including the parking for the apartment building, each are on their own lot. The third site, Assessor Parcel No. 6303- 010-901, consists of a lot containing water and power facilities and two homes on Vernon Ave. The City seeks to subdivide the lot so that each housing unit is on its own lot. The selected consulted will be required to prepare a topographical survey of the subject lots which shall include all above and below ground structures. This survey will assist in the City deciding the location of the proposed property lines for the subdivision and determining if any easements or dedications are required. The consultant will be required to prepare all required studies, maps, drawings, calculations and any other documents necessary to perform the subdivision work in accordance with state and local law and customary in accordance with professional standards. It should also be noted that minor amendments to the City code will be needed to permit the subdivision of the residential lots. The minor amendments include adjusting the minimum lot size and street frontage requirements. An ordinance will be drafted, concurrently with the subdivision work, which will amend the code to permit the subdivision of land for residential purposes. The Community Services Department is hereby seeking authorization from the City Council to permit it to issue a request for proposals to retain the services of a land surveying firm to prepare the three subdivision maps. A copy of the request for proposal is attached herewith. SKW Request for Proposals (RFP) Subdivision of City Parcels 6-1 YR ;A City of Vernon Community Services Department 4305 Santa Fe Ave. Vernon CA 90058 Phone: (323) 583-8811 The City of Vernon ("City") invites proposals from qualified firms to perform land surveying work on behalf of the City. The City owns several lots. Three of these lots contain residential units along with other municipal uses. The City desires to subdivide the lot so that the each residential unit will sit on its own individual lot. Brief Project Description: The City owns 26 housing units, 18 of which are single family units and the remaining 8 are part of an apartment complex. These housing units sit on large lots which also contain other municipal facilities including City buildings and water and power facilities. The City desires to subdivide the properties such that each single family unit and the apartment unit are on its own individual lot. This subdivision would provide flexibility to the City if in the future it is determined it is in the City's best interest to sell off the housing units. The majority of the homes were constructed in the forties and fifties. The deadline for submitting proposal is October 27, 2011, at 2:00 p.m. II. BACKGROUND City History: The City of Vernon is a 5.2 square mile industrial community founded in 1905 and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history Vernon has been developed as industrial community. At the turn the lands comprising Vernon were comprised largely of farmlands. The presence of three major rail lines led to influential business men and property owners to encourage the railroad companies to runs spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial" city. By the 1920's Vernon was attracting large stockyards and meatpacking facilities. In the 1930's Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon attracted smaller lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. The City is fully built out, however as former industrial facilities are decommissioned and eventually demolished it does permit for minor infill development opportunities. As Vernon has developed over the past century the residential population of the City slowly declined. Today only 112 people reside within the City City Government: The City Council consists of five members, elected from the City at -large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tern from its own membership to serve one-year terms. As a legislative body, the City Council is responsible for the enactment of local laws (Ordinances), the adoption of the annual City Budget and Capital Improvement Plan, and the review and adoption of proposed policies, agreements, contracts and other City business items. The City Housing Commission oversees the housing within the City. It is anticipated that the housing commission will provide oversight of the subdivision. The tentative map will be checked by either the County or an outside consultant for conformity with State and local laws. Once the subdivision map is reviewed by the housing commission, the subdivision map would be forwarded to the City Council for approval. General Plan and Zoning Code: The City's General Plan and Zoning Ordinance provide the policy under which housing can be developed in the City. The City code contains minimum lots size, and street frontage requirements. These rules regulations will need to be modified prior to a subdivision map being approved. III. SCOPE OF SERVICES The City is seeking a Consultant that has extensive experience in surveying and preparing subdivision maps. The City is proposing to subdivide three parcels. An aerial photo and assessor map of each current lot is attached herewith in Appendix A. The first site, Assessor Parcel No. 6302-017-901, consists of the Civic Center and various other municipal buildings along with 10 homes along Furlong Place a private street. The City seeks to subdivide the property such that each housing unit is on its own lot and the private street is dedicated as a public street. The second site, Assessor Parcel No. 6303-027-900, consists of a fire station, substation, water and gas facilities along with six homes along Fruitland Ave. and an apartment unit on 50t` St. The City seeks to subdivide the lot so that the six homes and the apartment unit, including the parking for the apartment building, each are on their own lot. The third site, Assessor Parcel No. 6303-010-901, consists of a lot containing water and power facilities and two homes on Vernon Ave. The City seeks to subdivide the lot so that each housing unit is on its own lot. The selected consulted will be required to prepare a topographical survey of the subject lots which shall include all above and below ground structures. This survey will assist in the City deciding the location of the proposed property lines for the subdivision and determining if any easements or dedications are required. The consultant will be required to prepare all required studies, maps, drawings, calculations and any other documents necessary to perform the subdivision work in accordance with state and local law and customary in accordance with professional standards. The City is open to suggestions that the Consultant believes would be of value in producing the best layout of the lots while satisfying the requirements of the State Law and Local Law. City Staff will prepare any environmental documents needed for the project. IV. PROJECT COMPONENTS The following is a general description of the anticipated project components. At this point, these components should be viewed as flexible in terms of their scope and order of completion. Consultants are, however, expected to submit a detailed work plan, including phasing and specific work tasks, through the RFP submittal to the City. The selected Consultant Team will also be required to submit a final work plan to the City for approval prior to execution of a contract for this project. Coordination: a. Coordinate a kick-off meeting with staff. b. Provide written bi-weekly status reports. C. Confer with City staff as required. 2. Analysis and preparation of maps: a. Review appropriate State and local laws. b. Review existing data including City maps, utility records and City property information including survey data. C. Obtain and review title reports. d. Perform a topographical survey of the properties including the plotting of 2 all above and below ground structures and utilities. e. Work with City Staff to determine the best location for future lot lines. f. Prepare a tentative, final or parcel map in conformance with the subdivision map act. All required easements and dedications shall be shown on the map. g. Perform all other work normally required to comply with professional standards in preparing a subdivision map including closure calculations, legal descriptions etc. Deliverables Expected: Bi-weekly status report on the status of the project. A topographical survey shall be prepared, similar to an ALTA survey, showing all above and below ground structures and utilities. A tentative map shall be prepared for plan check review and processing. A Final map shall be prepared for approval and recordation. . E. V. WORK PRODUCTS The format for all textual materials and products will be 8-1/2" x I I ", black ink on white paper. The format of graphic elements shall be in accordance with the subdivision map act and professional standards. Final products shall be in a form that is workable, amendable, and easily reproducible. All studies, charts, graphs, and materials used in preliminary and public review processes shall become the property of the City of Vernon. In addition, the Consultant shall provide the final textual documents in a format consistent with the word processing program in use by the City at the time of final document delivery. (The City currently utilizes a Microsoft" Word, Office 2007 format.) All map -based exhibits shall be developed using AutoCAD and Adobe Portable Document Format (PDF) to the City. VI. MINIMUM CONTENT OF PROPOSAL The selected Consultant Team shall work with the City's personnel to ensure the highest level of accuracy. All electronic documents created for the City of Vernon must be compatible with Microsoft Office 2007 (Word 2007, Excel 2007, and PowerPoint 2007) or AutoCAD products. A. Assumptions: Proposals should include a list of the Consultant Team's assumptions made in preparation of the proposal on a separate page entitled, "Assumptions Upon Which This Proposal is Based." This section should also specifically set forth those documents, maps, and studies which the Consultant Team expects to be provided by the City. B. Schedule: Proposals should provide a detailed schedule for the completion of services. Time frames should be stated in terms of the number of calendar days or weeks required to complete the specified tasks using the City's notice to proceed as the start date. The schedule should identify the periods as the total elapsed time from the start date. The schedule should track the independent timing for each of the different documents to be developed, reviewed, and adopted. C. Costs: Proposals should include costs for the completion of each major task in the work program. Each task should clearly identify the Consultant Team member who will be primarily responsible for completing the task. This section should include billing and expense reimbursement rates. Costs should be segregated into a time and materials rate schedule and a not -to exceed maximum amount for all work. Indicate hourly rates of individuals involved, number of hours for each component, task or product, and the fee structure for additional work outside of the contract and optional items. A time and materials rate schedule should also be provided for use in negotiating any Changes in Work required during the course of the contract. Cost information shall be submitted in a separate sealed envelope. C. Staffing: The project manager and key personnel, including those of any subcontractor, shall be designated. The geographic location of the firm and key personnel shall also be identified. Any proposed sub -consultants shall be listed. Their responsibilities should be included in the proposal, if necessary. There shall be no Changes in the project manager, sub -consultants, or key staff without approval of the City. VII. QUALIFICATIONS & CRITERIA A. Qualifications: The City of Vernon will select a principal consultant or team for this work on the basis of qualifications and experience. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposal: l . Firm has five or more years of relevant experience performing services on similar projects. 2. Firm is to provide, with proposal, three or more satisfactory references for work performed in the past five years. 3. Firm can demonstrate understanding of the project, and knowledge of the disciplines necessary to complete the project, track record of delivering on time and on budget. B. Selection Criteria: The following items will be used to evaluate each Consultant Team: 1. Resumes of supervisory staff that will have direct charge of the project with Educational background and qualifications. 2. Experience; and demonstrated record of success on work previously performed work. 3. Substantiating adequate staff to complete the work within the time specified in the proposal. 4. The ability to work effectively with City staff, other public agencies, and related parties as may be required during the course of the design, study or other services. 5. Where appropriate, whether the party has adequate knowledge of local conditions. 6. Whether the party has available experienced, capable and acceptable professional personnel or sub -consultants as may be pertinent to the work. 7. A record of keeping costs within project budgets and design estimates. 8. Contract fee as negotiated and ultimately agreed upon. Price is not the sole basis for selection, but may be considered in the criteria for evaluating proposals. VIII. FORMAT AND DELIVERY RESPONSE Respondents are asked to submit five (5) copies of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Typed 8.5" x 11" pages or less on white paper. You may attach company brochure materials if you wish, but these must be as separate attachments and independent from the required elements noted. 1. Organize your submittal in the order described above. 2. Provide one (1) unbound original of your firm's 3. Prominently label the package: "Subdivision of City Parcels" and include the name of the prime respondent. Deliver the response to: City of Vernon Community Services Department Attention: Samuel Kevin Wilson 4305 Santa Fe Avenue Vernon, CA 90058 The response is due on or before 2:00 p.m., October 27, 2011. Late responses will not be accepted. If you have any questions please contact Kevin Wilson at (323) 583-8811 ext. 245. B. Cover Letter: An original cover letter signed by an officer authorized to contractually bind your firm. The cover letter should also include: the identification of the firm, including the name, address and telephone number of the firm; proposed working relationship among the firm and any subcontractor(s), if applicable; name, title, address and telephone number of a contact person during the proposal evaluation period; and a statement to the effect that the proposal shall remain valid for a period of not less than ninety (90) days from the date of submittal. C. Introduction: Present an introduction of the proposal and your understanding of the project and significant steps, methods and procedures to be employed by your firm to ensure quality end products that can be delivered within the required time frames and your identified budget. D. General Scope of Work: Briefly summarize the scope of work as your firm perceives or envisions it. E. Work Plan: Present concepts for conducting the work plan and interrelationship of all products. Define the scope of each task including the depth and scope of analysis or research proposed. F. Specific Work Products: Identify the specific end products which will be submitted. Include concepts as to the form and content of each work product. G. Proposed Schedule: Present a comprehensive schedule reflecting time frames and milestones for completing each phase and task. Include key decision points. The Consultant Team shall agree to provide a biweekly status report to the City reflecting the project's progress. H. Estimated Cost and Hourly Rate Schedule: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. The City does expect a fair and reasonable project cost, backed by itemization of how the costs per phase and task were developed. Present the total expected cost and breakdown in estimated hours. Include an Hourly Rate Schedule for all key personnel expected to play a part in the work products. Prices shall represent the cost of finished products and cost estimates shall identify expenditures for graphics, base maps, public meeting and hearing participation, printing, legal notices, postage, mailing, advertising and other incidental and administrative costs. The City shall not, in any event, be liable for any pre -contractual expenses incurred by any firms. Negotiations may or may not be conducted with the firm; therefore, the proposal submitted should contain the firm's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" amounts per item. I. Ability of the Consultant Team to Perform: Provide a detailed description of your firm and its qualifications including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the project. Provide a list of specific related work projects which have been completed by your firm that are directly related to the project described in this RFP. Note the specific individuals who completed such project(s). Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the project. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The Consultant shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City Manager. IX. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION__ At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvernon.org), which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. X FORM OF CONTRACT The City's standard form of contract shall be used, and includes other provisions not described here. A standard professional service contract is attached for reference (Appendix B). Please review this very carefully and note in body of response any exceptions or alterations to the agreement. Alterations or Changes to the agreement which were not in the Consultant Team's response will not he made after the selection of the Consultant Team. This includes alterations, exceptions, or changes to the insurance and indemnity provisions. By requiring these requests up front, the City can compare all respondents on an equal footing. Xl. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. B. This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any organization in connection with this RFP. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of City shall not be considered binding. E. The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any ,source. F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the Community Services Department. XII. RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. Appendix A City Lots to be Subdivided Page 1 of 1 s� ..,_ Ai, Y v� , 5 4 e - x�§ I Alt d } 71 a� I II Wu—� li .F I [- II I I i IF t I ii I I , 1 A,"I,'I I ,O p147 ?ti L Furlong Place Homes f � 130ft N cityGis Copyright @ 2006 All Rights Reserved. The information contained herein is the proprietary property of the contributor supplied under license and may not be approved except as licensed by Digital Map Products. http://maps.digitalmapcentral.com/production/CityGIS/vO7_03_001/index.p4.I.aspx 9/19/2011 LU W N J J Z m m lot U U_ =g=I---I^—� U- LL FLLcO I K U00 U. U c� wwz° � I I Id m 0- — I Ili - ° o L4 m 3Ad a,zs 1 ViNVS CO J I 'd'99'L4b 7I BOZ DEI [fl >> n (N I m0 VIA g b', LL I E-`) I o 41 W ��sp tt '46 bey L Ol Z i MZS.ON Q I °S I gl Sg 1g002 ,. 4ro'ZZE I ;v O M.ZZ.roN 3NI19Qa I UO N � 4L I 1S d43Wd-ld z CD Ln _ v N0s rm F- I t 09 U m. `z F-- m M.Bb,LZ.88 N 94'OL9 a.Z5.08 Z 09'L09 M.Sb,ZS.ON C9 OB,EE-/ I C) PIm ml NI _ Nez4 I -BLS —-Z8SZ6- 96L06 I zz'900 _ ' 4ZS09 M„OZ.M.0 N CNN -- •ham'/ J Q n O U L9 •tiro U E,•' QU�z w rn 6ho �, I j g wOM a^ _ v / a p O e Q r 1S S3l2jt/HJ 1S z tn0 0 sY 1S SSO�I o ZOBL Z < 09 CD p O1 BE'S09 M.OZ,Z9.0 N Q m O ^ 0'909 M.Sb,Z5.0 N m � I N � a.— ^I d{I w m -- $ N $ �p M � Vw cv al 09 N --- 00 c� N R 9L'S8L N 4L'909 N a, I o m E6'ro94 m w �~ Z9'869 M.96.Z9.0 N LE co 0 0 m M,u w� w U M 3Ad DN2iOH1MyH_ WSJ'No ml� +EOM �N L9 �h0�1S SSOCI� " Z0'BL U NIry Z9'99E N e�BZ'LBL Im9Eo a I o°m°� w CV m I 08'OL9 M.9029.0N ��----- �" m L'99 Mb..54,Z5.0 N I zm o em L9 I ZI �IO1 `siN Np g �Ch U S6'Ey--L4Z--ILK a N a 96'69Z MSOAM N w roL I F Lo �� 00 O I I iti 99'fiZ Oo I M.EO,B0.0 8 co Z Lij o oi— I o rn\Sle 09ogas°e'o sse'pe W I I N Q. 98'EBE N m Zg gyp[ Saab IM OY`14 2°F/ roL.B N� g�8lg I.L� I9 him g �m ``t s rLLn g b N � o Z5'LBZ m � d \�a ,n �� LEI �I Ij I�Ij�I ti 5 co IZ n. o Ii I a6eb I n 44'ZZE SQ r� _ 1 bfi'01E I 1 I tL /Q:�'LB'SEZ Z4'98 9L'49 $ 8�339 03V u�, v � � 1S t— 0E+689V1S 3 i0E4BV t'! I—W z �: —96 L06 ;PUZor bLVBbI Sil ---. va�m 1d — a rn �� _ j is N r z Y COW a~ © -- co Page 1 of 1 -�' Fruitland Ave. Homes ,144 ft and 50th St. Apartments cityGis gn}k�iT 9U� Copyright O 2006 All Rights Reserved. The information contained herein is the proprietary property of the contributor supplied under license and may not be approved except as licensed by Digital Map Products. http://maps.digitalmapcentral.comlproduction/CityGISlvO7_03_0011index.p4.1.aspx 9/19/2011 1 1 Jm0 tiNwN,d V(ylotina�q� O O Q 0 0 h O� 'Oki r 6 1- a Ln ll3NM00 0.9 w L0 m � 05 06 F— . tOJ cr V WLLI crIoX ® V F— Z i. U-) _ 0Y 79 p 0 J W— D p IX c� Z U o W J W J > LEI D Z ir LL Q O 0s . _I J sv a� i—zzzo,F L nd 1 O K� J w � COCaw r 0� Page 1 of 1 ,4 ;�t. '�'r.. 71 ft a y - Vernon Ave. Homes p 5 cityGis MAST 9N'�4 j - F Copyright O 2046 All Rights Reserved. The information contained herein is the proprietary property of the contributor supplied under license and may not be approved except as licensed by Digital Map Products. http://maps.digitalmapcentral.comlproduction/CityGISlvO7_03_0011index.p4.1.aspx 9/19/2011 d1 N N 'o dM 4 p p �N O o M m r `,aa N O � n N o hNNN O 6 4 Lj co I Im N Vlo i rl , WI a IF Q N ti � YI Iq 3 p� eez • e os N °I? � rylA ii o t� ---- s92 --- dELI S'962 B6&-OVL P'b'0 a3 m Rio _ tt d6lY M T �Ih of al l I �h by d3N OQ � N 7 a 9 N C 1 n 7 m $ v y o Id m iN,10,Q0/N� JU� I�«z i 1 Z _ r >r v Im 00 1 .. � rl �i 4�r. i rlM l•3 i.f r ,a:ai hl{�til1/W.-1. I� Ih.k lryi �..4��,M>�,•�B1 h W I I q z Ln1 — i1i e O fY j J W X o 20/- 2OL9 NO 14 jj - 70/- T04910.0 il a ——___---- ------N---,Brtl §2 ,/1 w �sreo/s „ x---{{{„6SBOa�:Y, al U Vi >Q a ITLII N �I X h Q QI W Z u? cp Q O � I h tr a ,al " ••"n a Q� c � Q ..Ill Q I. IT � a w ,hi I- W w j I I� ! w Ice 411 � I �l Of 607 pZ 96i' {I /60¢/ .l 6G'9L/ DZ N h3Ad M voD-1d" h J 0 O 6co Appendix B Standard Professional Services Contract 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 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, Interim 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 12011 ("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. Any services performed prior to the Effective Date listed above shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (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 under similar circumstances and in a manner reasonably satisfactory to City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times 2 observe and comply with all such ordinances, laws and regulations. City, and its officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this paragraph. (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. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the method and schedule of payment set forth in Exhibit B. Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 6. Personnel. (a) All persons performing the services under this Agreement 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. At any time, and for any reason or for no reason, City may request that Contractor replace any of Contractor's personnel. (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 3 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. 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. (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. M (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, floor plans, designs, maps, surveys, drawings, models, reports, logs, documents, materials or other information developed or created by Contractor, received by Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; 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. 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 15. 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 16. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 17. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (d) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VI in the latest edition of Best's Insurance Guide. (e) 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. (f) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies, are in effect in the required AI amounts. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as additional insured. 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. (g) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City. (h) 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 18. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 20. 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 21. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 22. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between City, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. 7 Section 23. 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 24. 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 25. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 26. 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 27. 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 28. Headings. Headings used in this Agreement are for convenience reference only and shall not affect the interpretation of the Agreement. Section 29. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 30. 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 31. 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]. 9 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: [CONTRACTOR'S NAME], a [State incorporated in] corporation By: Name: Title: By: Name: Title: 10 SCOPE OF SERVICES Contractor will perform the following work pursuant to this Agreement: 11 EXHIBIT C FLAT FEE [Example (Delete and replace with actual terms):] [Contractor shall be paid $[insert flat amount] to perform all Services described in Exhibit A.] [Contractor shall invoice City [FREQUENCY] for Services provided under this Agreement.] [Example (Delete and replace with actual terms):] 12