Resolution No. 2012-187RESOLUTION NO. 2012-187
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND ENVIRONMENTAL MANAGEMENT
PROFESSIONALS, LLC
WHEREAS, the City of Vernon has determined that it needs the
services of a consultant to assist the City with regulatory and
environmental compliance matters, including, but not limited to,
California Accidental Release Prevention Program air modeling analysis
and Sustainability Action Plan carbon footprint reduction strategies
(the "Services"); and
WHEREAS, by memorandum dated September 13, 2012, the
Director of Health & Environmental Control has recommended that the
Services be performed by Krishna Nand, a Principal of Environmental
Management Professionals, LLC ("EMP"), based upon his expertise and
familiarity with the City; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of Section 2.27(a) of the
Vernon City Code, it is in the public interest and necessity to enter
into a contract with EMP.
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 aretrue'
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Consulting Services Agreement (the "Agreement") with
Environmental Management Professionals, LLC, a copy which is attached
hereto as Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Agreement, for
and on behalf of the.City; and the Acting City Clerk, or Deputy City
Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Agreement attached herein.
SECTION 5: The City Council of the City of Vernon hereby:
directs the Acting City Clerk, or the Acting City Clerk's designee,_ to
send one executed Agreement to:
Environmental Management Professionals, LLC
Attn.: Krishna Nand, Principal
22811 Madrona Avenue
Torrance, CA 90505
SECTION 6: The Acting City Clerk of the City of Vernon
shall certify to the passage, approval and adoption of this
resolution, and the Acting City Clerk of the City of Vernon shall
cause this resolution and the Acting City Clerk's certification to be
entered in the File of Resolutions of the Council of this City.
APPROVED AND ADOPTED this 2nd day of October, 2012.
Name: Willial J. Davis
Title: / Mayor Pro-Tem
AT ST
P M
Danh jeed,'ActIng City Clerk
_3-
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
I, Dana Reed, Acting City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution. No. 2012-187,
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 2, 2012, and thereafter was duly signed by the Mayor
or Mayor Pro-Tem of the City of Vernon.
Executed this day of October, 2 2, at Vernon, California.
DalnJ Reed, Acting City Clerk
(SEAL)
EXHIBIT A
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC FOR REGULATORY AND
ENVIRONMENTAL COMPLAINCE MATTERS
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
COVER PAGE
Environmental Management Professionals, LLC
Krishna Nand, Principal
Environmental Management Professionals, LLC
22811 Madrona Avenue
Torrance, CA 90505
Attention: Krishna Nand,.Principal
Phone: (424) 263-7717
Facsimile: (310) 539-0606
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Leonard Grossberg, Director of
Environmental Health & Control
Telephone: (323) 583-8811 ext. 231
Facsimile: (323) 588-4320
September 1, 2012
September 1, 2013
Total not to exceed $50,000.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years
CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
ENVIRONMENTAL MANAGEMENT PROFESSIONALS, LLC FOR REGULATORY AND
ENVIRONMENTAL COMPLAINCE MATTERS
THIS AGREEMENT is made and entered into as of September 1, 2012 ("Effective Date"), by
and between the City of Vernon, a California charter City and California municipal corporation
("City"), and Environmental Management Professionals, LLC, a California limited liability
company ("Contractor"). City and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City is in need of obtaining expert regulatory and environmental compliance
advice 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.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
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officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation unless otherwise
pre -approved in writing by the Director of Health and Environmental Control.
(c) Change in the, scope of services, duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license. Except as provided herein
below, Contractor shall obtain and pay for all permits and licenses required by federal, state or
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local law, rule or regulation. Costs for obtaining City licenses and permits required under this
Agreement shall be waived.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
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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.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status; Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surreys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City.
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the.termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. . is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
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Liability_ Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single Limit, covering any vehicle.utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance
with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect City
from any losses sustained through any errors or omissions committed by Contractor or
Contractor's officers, employees or agents in performing Serivices required by this Agreement.
Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force
and effect such insurance for one year after performance of work under this Agreement is
completed.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) The policy or policies required by this Agreement shall*be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best's Insurance Guide.
(h) Contractor agrees that if it -does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(i) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an additional insured
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
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insured's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
Q) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
(k) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the
Occupational Safety and Health Act and all those Applicable Laws relating in any way to
employment practices and protection of the environment. Contractor shall not discriminate
against any employee or any applicant for employment for reasons of race, color, creed,
religion, sex, sexual preference, age or national origin. For purposes of this section, "Applicable
Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees,
permits, approvals or other applicable requirements of any governmental entity or agency
having jurisdiction that are applicable to any aspect of this Agreement that are in force on the
Effective Date and as they may be enacted, issued or amended during the term of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay.
Living Wages. In addition, Contractor, or Subcontractor, if any, working
on City service contracts of any amount, as to all employees spending time on City contracts
shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City
contracts. The Current Living Wage Standards are set forth_ in Exhibit D. Upon request,
certified payroll shall be provided to the City.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Assignment of Unfair Business Practices.' Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 25. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 26. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. The arbitration shall be
administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The
arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the
arbitrator shall provide written reasons for their decision. The arbitration decision shall be final
and binding on the Parties. Judgment on the award may be entered in any court having
jurisdiction pursuant to this Agreement. Notwithstanding the foregoing, the parties shall be
permitted to access the court system to enforce any arbitration award. The exclusive
jurisdiction and venue under this Agreement shall be the Superior Court of California, Los
Angeles County.
Section 27. 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
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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 28.. 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 29. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified in writing and signed by both Parties.
Section 30. 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 31. Force Majeure. 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 32. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 33. 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 34. 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.
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Section 35. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 36. 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 37. 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 38. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
11
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
By.
-f
William Davis,
Mayor Pro-Tem
ATTEST:
Environmental Management Professionals,
LLC , a Califorpja limited liability company
By:
Name:
�u>K.,.m.,........ Title:
If Dana Reed, Acting City Clerk
kPPRJDVED AS TO FORM:
IR
Wi4ard G. YdnTag
Chief Deputy City
IN
12
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
City retains Contractor to act as a consultant to advise and represent the City in regulatory and
environmental compliance matters. Contractor shall be assigned by the Director of Health &
Environmental Control Department, or his designee, and may include, but not limited to, the
following services:
(a) Providing information and advice on an as needed basis for health and
environmental control issues including Vernon's Sustainability Plan, and it's California
Accidental Release Prevention Program; and
(b) Provide information and advice to insure timely compliance with State and
Federal regulatory matters related to the Community Services Department on as needed basis.
EXHIBIT B
EXHIBIT B
FEES
City shall pay Contractor at the rate of One Hundred Fifty Dollars ($150.00) per hour.
Contractor hereby agrees to provide services requested and directed by the Director of Health &
Environmental Control department, or his authorized designee.
The City shall only reimburse the Consultant for expenses pre -approved by either the Director of
Health and Environmental Control or his authorized designee and incurred by Consultant for
services undertaken for the City in the performance of this Agreement. Such expenses shall
include, but shall not be limited to, lengthy document typing, obtaining documents from research
libraries or official agencies or the cost of travel and other expenses incurred on business trips
to meetings or official appearances on behalf of the City or other projects that the Consultant is
requested to undertake as directed by the Director of Health and Environmental Control or his
authorized designee.
Contractor shall invoice City by the 1st of each month for Services provided under this
Agreement.
Invoices shall include the period for which Services were provided, the dates of such Services,
and a description of the Services provided for that billing period. Each invoice shall include
copies of timesheets .and other supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoices. Any amounts in
dispute shall be withheld until resolution.
EXHIBIT C
EXHIBIT C
CHANGE ORDER
Exhibit C
CITY OF VERNON
HEALTH & ENVIRONMENTAL CONTROL
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. _ SHEET OF SHEETS
PROJECT: P.O. NO. -
TO:
REQUESTED BY: City of Vernon
CONTRACTOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
Contract Amount (Base Bid)
.. ... ..
$
Amount of This Change Order
I .............................................
$
Amount of Previous Change Orders
.........................................
$
Total Change Orders
.
$
Modified Contract Amount
$
By reason of this change order the time of
completion will be adjusted as follows:
Approved: Date:
Leonard Grossberg, Director of Health & Environmental Control
Attest: Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved,
that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the
work above specified, and
will accept as full payment therefore the prices shown above.
Accepted. Date: Contractor:
By: Title:
c: Project File/Contractor/Purchasing Rev.03/10
EXHIBIT D
EXHIBIT D _
LIVING WAGE PROVISIONS
Minimum Living Waqes:
A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour
with health benefits, or $11.55 per hour without health benefits.
Paid and Unpaid Days Off:
Employers provide qualifying employees at least twelve compensated days off per year for sick
leave, vacation, or personal necessity, and an additional ten days a year of uncompensated
time for sick leave.
No Retaliation:
A prohibition on employer retaliation against employees complaining to the City with regard to
the employer's compliance with the living wage ordinance. Employees may bring an action in
Superior Court against an employer for back pay, treble damages for willful violations, and
attorney's fees, or to compel City officials to terminate the service contract of -violating
employers.
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
October 17, 2012
Environmental Management Professionals, LLC
Attn: Krishna Nand, Principal
22811 Madrona Avenue
Torrance, CA 90505
Re: Resolution No. 2012-187 - A Resolution of the City Council of the City of Vernon
Amending Resolution No. 2012-187, Which Approved and Authorized the Execution of a
Consulting Services Agreement By and Between the City of Vernon and Environmental
Management Professionals, LLC.
Dear Mr. Nand:
Transmitted herewith is a copy of Resolution No. 2012-187 that was approved by City Council
on October 02, 2012.
If you have any questions regarding this matter, please call Leonard Grossberg at (323) 583-8811
ext. 231.
Very truly you
And Barcia
Deputy City Clerk
AB/yb
Enclosure
c: Linda Smith
Resolution No. 2012-187
Exchtsivefy Industriaf
OF VER
O~�'t �; ,� �oZ
RECIF.WE® .,
�f
e`
5EP 2 4 2012 tLs�YE"'Noss
RECEIVED
SEP 13 2012
C P-A—D M I N I S T R AT 10 N
CITY CLERK'S OFFICE Staff Report
HEALTH & ENVIRONMENTAL CONTROL DEPART
DATE: September 13, 2012
TO: Honorable Mayor Pro-Tempore and City Council
FROM: 0-Leonard Grossberg, Director / Health Officer
RE: Request to Re -New Consulting Agreement with Environmental Management
Professionals (EMP)
For the past several years, Environmental Management Professionals (EMP) with Mr. Krishna
Nand has provided consultative services to our department in several areas while he was
working under an agreement with the Light & Power Department. The areas he assisted our
department included, California Accidental Release Prevention Program air modeling analysis
and Sustainability Action Plan carbon footprint reduction strategies. Mr. Nand's expertise in
these areas was very useful and is not readily available within our department.
Mr. Nand's contract with the Light & Power Department was not renewed in Fiscal Year (FY)
2011-12, and was subsequently recommended and approved for a one year contract for FY
2011-2012 on an as -needed hourly basis with our department. A discussion with Mr. Nand was
conducted, and he continues to express interest in an on -going agreement. Mr. Nand has read
the attached agreement, which was adapted from the former agreement with the Light & Power
Department and was used for the original agreement last year, and has found it acceptable.
Funds for Mr. Nand's consultative services were included in our department's proposed Fiscal
Year 2012-2013 budget within the Health Haz Mat Fund 60, and remain unchanged from last
year.
Since this is the second year of the contract, I propose to request a formal "Request for
Proposal" (RFP) after this year's contract to stay within the Van De Kamp's reform package
suggestion of requesting bids every three years.
Attached are two signed Service Agreements between the City of Vernon and EMP for Program
Management and Implementation Services for 2012-2013, and the approval as -to -form by the
Chief Deputy City Attorney.
I am requesting this be placed on the City Council Agenda of October 2, 2012.
Please let me know if you need further information.
Attachments
9cLG:MyDocs/Z/Health Dept/Consulting Contracts/Krishna/EMP agreement to council 2013.doc
OV VP
MAF ,', Y
S
GS�VF,'lY SNQJ�
CITY ATTORNEY' S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: August 9, 2012
TO: Leonard Grossberg, Director of
Health & Environmental Control
FROM: Willard G. Yamaguchi, Chief Deputy City Attorne
RE: Environmental Management Professionals, LLC
I have received and reviewed the Memorandum dated July 11, 2012, and
the attachments thereto.
Attached please find the drafted consulting services agreement.
WY:em
Enclosures
VEHICLE OR EQUIPMENT CERTIFICATE OF INSURANCE I
DATE
(M ""YYYj
September 5, 2012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED`
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
This form Is used to report coverages provided to a single specific vehicle or equipment. Do not use this form to report liability coverage
provided to multiple vehicles under a single policy. Use ACORD 26 for that purpose.
PRODUCER CONTACTEvelyn Gonzalez
State Farm Insurance Torrance PAX
FR
GE
. 310�33�3213 310-533-3211
2355 Cren+s�ha(w B,l�vd Suite W E-MAILEve n.Gonzalez.alca statefaml.com
Torrance CA 90501 ERrD
INSURED
NAND, KRISHNA
22811 MADRONA AVE
TORRANCE CA 90505
msmur AY Ail: VF14lRi F An rem ivawam
State Far} Mutual Automobile Insurance Company 25178
YEAR
MAL" I MANUFACTURER
MODEL
BODY TYPE
VEHICLE MENTIFICATION NUMBER
ENO
N!A
DESCRIPTION
SERIAL NUMBBt
EnlpWyers' Vehicle Liability Policy
THIS IS TO CERTIFY THAT THE POLICY(IES) OF INSURANCE LISTED BELOW HASMAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD(S) INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLtCY(IES) DESCRIBED HEREIN ISIARE SUBJECT TO
ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICY(IES).
INSR
ADD'L
POLICY EFFECTIVE
POLICY EX IRAIION
LT'R
INaRD
TYPE OF INSURANCE
POLICY NUMBER
DATE (MMNDrYYYY)
DATE (MMIDDIYYYY)
LIMITS
%C I VEHICLE LIABILITY
COMBINED SINGLE LIMIT
S 11000,000
BODILY INJURY (Per person)
S
370-2654-018-75C
03/18/2012
03/18/2013
BODILY INJURY (Pereccldent)
$
PROPERTY DAMAGE
$
OENERALLIABILITY
EACH OCCURENCE
S
OCCURRENCE
GENERAL AGGREGATE
S
CLAIMS MADE
S
INSR
lobs
POLICY EFFECTIVE
POLICY EXPIRATION
LTR
PAYEE
TYPE OF INSURANCE
POLICY NUMBER
DATE (MMOWYYYY)
DATE (MLYDDIYYYY)
LIMITS I DEDUCTIBLE
VEH COUJSIdN LOSS
❑ ACV ❑ AGREED AMT
S LIMIT
-d
0 ❑ STATEDAMT
$ OED
VEH COMP VEH OTC
❑ ACV 0 AGREED ANT
S LIMIT
❑ ❑ STATED AMT
S DED
PROPERTY
❑ ACV ❑ AGREED AMT
BASIC BROAD
❑ RC ❑ STATED AMT
$ LIMIT
SPECIAL
❑
S DED
REMARKS(INCWMNO SM AL CONDITIONS! OTHER COVERAGES) (Atheh ACORD 107,AddWonrl RemuM Baha"%Nalan spats Is requlred)
• n�rrw►, a .
•'+"'��' (4AIVIrtLLAlIVF1
Select one of the following: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
X The additional Interest desWbed below has been added to the pobay(ies) Ilelad hereit by policy number(e). BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
A re ubst has boon aiba*Wtoaodthe additional MWONdesuibed below to the policy(lea) DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
VEHICLE iEOUIPMENTINTEREST. I ,)LEASSD
NAME AND ADDRESS OF ADDITIONAL INTEREST
City of Vernon
4305 Santa Fe Ave
Vemon CA 90058
ACORD 23 (20IMS)
FINANCED DESCRIPTION OF THE ADDITIONAL INTEREST
X ADDITIONAL INSURED R LOSS PAYEE
LENDER'S LOSS PAYEE
LOAN I LEASE NUMBER
AUTHORIZED
The ACORD name and logo are registered narks of ACORD
CORPORATION. All rights
1004361 142987 W30-2011
MADONNA 3TTKA Im5ul<ANUIS �n"�•c 310'-3zU-ULS9 A%C No: -31V-6.LA-V I V
2400 W CAR,SON STRI39T #210 -ADDRESS:
INSUREMSI AFFORDING COVERAGE NAIC 0
TORRANCECA 90501 INSURERA:ROCKHILL INSURANCE COMPANY
INSURED INSURERS : RO=ILL INSURANCE COMPANY
ENVIRONMENTAL MANAGEMENT PROFESSIONALS LLC INSU
,ER 'c:LANDMARK AMSRICAN INSURANCE CO
2 2 811 MADOONA AVENUE INSURER`D
TORRANCE, CA. 905.01 INSURERS:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
WI INDICATED, NOTTHSTANDING ANY REIQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 19 SUBJECT' TO ALL THE TERMS,
EXCLUSIONS AN4 CONDITIONSOF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR I
LTR
TYPE OF INSURANCE
AD L
SUB
POLICY NUMBER
FULIV;T E
MMIDDIYYYY
POLICY EXP
DIYYYY
LIMITS
GENERALLIABILITY
COMMERCIAL GENERAL LIABILITY
RCGLOSS000271-0'0
04/22/2012
04/22/2013
EACH OCCURRENCE
$ 11000,000
PREMISES ad occurrence
$ 50,000
MEDEXP(Any ;one persan)
$ 2,000
CLAIMS•MADE ® OCCUR
PERSONAL & ADV INJURY
$
A
x
X,
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS -COMP/OP AGO
$ INCLUDED
$
POLICY PRO• jEcT lOC
AUTOMOBILE LIABILITY
SINGLE I I
COMBINED accident)
'a
BODILY INJURY (Per person)
$
ANY AUTO
BODILY INJURY (Per accident)
$
ALL OVOW0 SCHEDULED
AUTOS- - AUTOS
NON-CUMED
HIREDAUTOS AUTOS
PROPERTY DAMAGE
eccid nI
$ _
$
UMBRELLAUAB
OCCUR
RXSLWGR000,11Z-00
09/05/201209/05/2013
EACH OCCURRENCE
$ 1,000100.0
AGGREGATE
$ 1, 000, 0 0 Q
IS
EXCESS LIAB;
CLAIMS -MADE'
X
X
DIED I... ETENTION _.
WORKERS COMPENSATION
WCSTATU OTH-
$
AND EMPLOYERS' LIABILITY Y
ANY PROPRIETORIPARTNERIEXECUTIVE �
OFFICERIMEMBER EXCLUD
(Mandatory in NH)
N 1 A
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYE
$
E.L. DISEASE -POLICY LIMIT
$
1(yes, describe under
DESCRIPTION OF OPERATIONS el.
C
ROPESSIONAL LIABILITY
IP
Lffi2817391
11/22/2012
11/22/2013
Vaalc1ATx/Aaoaaanxa Un 1.000,000/1,000,uoe
DESCRIPTION OF- OPERATION § I LOCATIONS VEHICLES (Attach ACORD 101,Additional Remarks Schedule, If more space Is required)
LOCATION" VARIOUS
ENVIRONMENTAL MANAGEMENT PROFESSIONALS LLC`
PROVIDES SERVICES AS AN ENVIRONMENTAL CONSULTANT
CITY OF`VERNON,ITS OFFICERS., OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEES
IS ALSO:LISTED AS AN "ADDITIONAL:INSURED"
LaKI11-II:AIIt- -rlULUCK vnrwcr.u+ w
CITY OF VERNON, ITS -OFFICERS, OFFICIALS, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
EMPLOYEES, AGENTS AND VOLUNTEERS' THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
430`5 SANTA FE AVENUE
VERNON, CA. 90058, AUTHC(!��,O jlVE
C
ACORD 28 (2010/05) The ACORD name and logo are registered marks of ACORD
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: October 29, 2012
TO: Leonard Grossberg, Director of Health and Environmental_ Control
FROM: Ana Barcia, Deputy City ClerkW
RE: Resolution No. 2012-187 — A Resolution of the City Council of the City of Vernon
Approving and Authorizing the Execution of a Consulting Services Agreement By and
Between the City of Vernon and Environmental Management Professionals, LLC
Transmitted herewith is a copy of Resolution No. 2012-187 referenced above, which was approved by
City Council on October 2, 2012.
Thank you.
•C •
Attachment
c: Resolution No. 2012-187
Linda Smith
C1204a --1If �-
Juarez, Debbie
From:
Arriola, Justin
Sent:
Wednesday, February 27, 2013 1:47 PM
To:
Juarez, Debbie
Subject:
Environmental Management Professionals
Please be advised that the above -referenced has provided acceptable insurance.
Justin Arriola
Risk Management Dpt.
Jarriola@ci.vernon.ca.us
(323) 583-881 1 ext:315
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1