Resolution No. 2013-023RESOLUTION NO. 2013-23
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE GENERAL FORM OF PERSONAL
SERVICE CONTRACTS, TYPES OF INSURANCE AND
INDEMNITY, PURCHASE ORDER CONTRACTS, REQUESTS FOR
PROPOSALS AND ATTORNEY SERVICES CONTRACTS
WHEREAS, the City of Vernon (the "City"), is a municipal
corporation and a chartered city of the State of California organized
and existing under its Charter and the Constitution of the State of
California; and
WHEREAS, an open and transparent, competitive bidding and
purchasing process serves the interests of all of Vernon's stakeholders
and constituencies, including its individual, corporate and business
residents, as well labor organizations and workers within Vernon, all
of whom deserve the highest quality of municipal services; and
WHEREAS, on December 18, 2012, the City Council of the City
of Vernon adopted Ordinance No. 1200, amending Article IV of
Chapter 2, Sections 2.17 through 2.31, to make necessary changes to
the City's purchasing system in order to create the foundation for an
open and transparent, competitive bidding and purchasing process; and
WHEREAS, Article IV of Chapter, Section 2.17.34 provides
that the City Council shall approve, by Resolution, the general forms
of contract, purchase order contracts, notice inviting bids, and the
general provisions of bid specifications and request for proposals for
use in City purchasing; and
WHEREAS, the City Council of the City of Vernon desires to
approve the form of personal services contracts,.types of insurance
and indemnity, purchase order contracts, requests for proposals and
attorney services contracts as recommended by the City Attorney.
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 above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt under the California Environmental Quality
Act (CEQA), in accordance with Section 15061(b)(3), the genera]. rule
that CEQA only applies to projects that may have an effect on the
environment.
SECTION 3: The City Council of the City of Vernon hereby
approves and adopts the general forms of personal services contracts,
types of insurance and indemnity, purchase order contracts, request
for proposals and attorney services contracts for use in City
purchasing as attached hereto as the following.Exhibits:
1. Personal Services Contract.
2. Insurance and Indemnity language for use in
Personal Services Contracts.
3. Purchase Order Contract, Terms and Conditions.
4. Request for Proposals.
5. Attorney Services (Litigation) Contract.
6. Attorney Services (Transactional) Contract.
SECTION 4: The City Council of the City of Vernon hereby
authorizes and empowers the City Attorney to make whatever
administrative and non -material changes to the approved documents, as
are necessary from time -to -time in order to carry out the intent of
this Resolution.
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SECTION 5: The Interim City Clerk of the City of Vernon
shall certify to the passage, approval and adoption of this
resolution, and the Interim City Clerk of the City of Vernon shall
cause this resolution and the Interim City Clerk's certification to be
entered in the File of Resolutions of the Council of this City.
ATTEST:
APPROVED AND ADOPTED this 5th day of February, 2013.
Name: William J. Davis
, Interim'City Clerk
Title: Mayor /m-
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 2013-23,
was duly passed, approved and adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Tuesday, February 5, 2013, and thereafter was duly signed by the Mayor
or Mayor Pro-Tem of the City of Vernon.
Executed this i/ day of February, 2013, at Vernon, California.
(SEAL)
Reed, Interim City Clerk
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EXHIBIT 1
PERSONAL 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 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: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[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 C
Three (3) years, pursuant to Section 9.19
January 2013
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S
NAME] FOR [BRIEF DESCRIPTION OF SERVICES]
THIS Contract is made between the City of Vernon ("City"), a California charter City and
California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in]
corporation ("Contractor").
The City and Contractor agree as follows:
1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to
perform the services as hereinafter set forth as authorized by the City Council on
2.0 SCOPE OF SERVICES.
2.1 Contractor shall perform all work necessary to complete the services set
forth in the Request for Proposals dated Exhibit "A", and Contractor's proposal to
the City ("Proposal") dated , Exhibit "B", both of which are attached to and
incorporated into this Contract, by reference.
2.2 All services shall be performed to the satisfaction of City.
2.3 All services shall be performed according to the standards then prevailing
in the [state] profession.
3.0 PERSONNEL.
3.1 Contractor represents that it employs, or will employ, at its own
expense, all personnel required to perform the services under this Contract.
3.2 Contractor shall not subcontract any services to be performed by it
under this Contract without prior written approval of City.
3.3 All of the services required hereunder will be performed by Contractor or
by City -approved subcontractors. Contractor, and all personnel engaged in the work, shall be
fully qualified and authorized or permitted under State and local law to perform such services
and shall be subject to approval by the City.
4.0 TERM. [Alternative 1, for services where there is a deliverable or specific
schedule set forth in the specifications/RFP or in the bid/proposal]. The Contractor shall
January 2013
commence the delivery of services on receipt of a written notice to proceed and shall complete
the services on the schedule set forth in Exhibit
[Alternative 2, for services of a continuing nature]. The term of this Contract shall
commence on [state date], and it shall continue until [state date which may not be more than
three years from the commencement date], unless terminated at an earlier date pursuant to
the provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 Contractor has established rates for the City of Vernon which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. For satisfactory and timely performance of
the services, the City will pay Contractor in accordance with the payment schedule set forth in
Exhibit "C".
5.2 Contractor's grand total compensation for the entire term of this Contract,
including change orders, shall not exceed [state amount] without the prior authorization of the
City Council and written amendment of this Contract.
5.3 Contractor shall, at its sole cost and expense, furnish all necessary and
incidental labor, material, supplies, facilities, equipment and transportation which may be
required for furnishing services pursuant to this Contract. Materials shall be of the highest
quality. The above Contract fee shall include all staff time and all clerical, administrative,
overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related
costs and expenses.
6.0 PAYMENT.
6.1 As scheduled services are completed, Contractor shall submit to the
City.an invoice for the services completed, authorized expenses, and authorized extra work
actually performed or incurred according to said schedule.
6.2 Each such invoice shall state the basis for the amount invoiced, including
a detailed description of the services completed, the number of hours spent, reimbursable
January 2013
expenses incurred and any extra work performed.
6.3 Contractor shall also submit a progress report with each invoice that
describes in reasonable detail the services and the extra work, if any, performed in the
immediately preceding calendar month.
6.4 Contractor understands and agrees that invoices which lack sufficient
detail to measure performance will be returned and not processed for payment.
6.5 City will pay Contractor the amount invoiced within thirty (30) days after,
the City approves the invoice.
6.6 Payment of such invoices shall be payment in full for all services,
authorized costs and authorized extra work covered by that invoice.
7.0 CHANGE ORDERS. [alternative A] There is no change order authority
provided in this Contract. [alternative B] The Director of the Department of [identify
department] shall have the authority to issue change orders for administrative and non -material
changes to the scope of services and to the time for performance as long as the change orders
do not increase the compensation due Contractor under this Contract and as long as the time is
not extended beyond three years. The City Administrator, [and/or his written designee,
named herein], shall have the authority to issue administrative change orders to increase the
compensation due Contractor under this Contract, but the combined total amount of such
change orders shall not exceed [state amount].
8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be
reasonably necessary for Contractor to perform its services; and will give any required decisions
as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's
services.
9.0 GENERAL TERMS AND CONDITIONS.
9.1 INDEPENDENT CONTRACTOR.
9.1.1 It is understood that in the performance of the services herein
provided for, Contractor shall be, and is, an independent contractor, and is not an agent or
January 2013
employee of City and shall furnish such services in its own manner and method except as
required by this Contract. Further, Contractor has and shall retain the right to exercise full
control over the employment, direction, compensation and discharge of all persons employed by
Contractor in the performance of the services hereunder. Contractor shall be solely responsible
for, and shall indemnify, defend and save City harmless from all matters relating to the payment
of its employees, including compliance with social security, withholding and all other wages,
salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
9.1.2 Contractor acknowledges that Contractor and any subcontractors,
agents or employees employed by Contractor shall not, under any circumstances, be
considered employees of the City, and that they shall not be entitled to any of the benefits or
rights afforded employees of City, including, but not limited to, sick leave, vacation leave,
holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term
disability or workers' compensation insurance benefits.
9.2 CONTRACTOR NOT AGENT. Except as the City may authorize
in writing, Contractor and its subcontractors shall have no authority, express or implied, to act
on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
9.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications,
computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other
documents prepared by Contractor in furtherance of the work shall be the sole property of City
and shall be delivered to City whenever requested. Contractor shall keep such documents and
materials on file and available for audit by the City for at least three (3) years after completion or
earlier termination of this Contract. Contractor may make duplicate copies of such materials
and documents for its own files or for such other purposes as may be authorized in writing by
the City.
9.4 CORRECTION OF WORK. Contractor shall promptly correct any
defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without
additional cost to the City. The performance or acceptance of services furnished by Contractor
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shall not relieve the Contractor from the obligation to correct subsequently discovered defects,
inaccuracy or incompleteness.
9.5 WAIVER. The City's waiver of any term, condition, breach or default of
this Contract shall not be considered to be a waiver of any other term, condition, default or
breach, nor of a subsequent breach of the one waived.
9.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective heirs, successors and/or assigns.
9.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract
or any rights hereunder without the prior written consent of the City and approval by the City
Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or
transfer shall be null and void and shall constitute a material breach by the Contractor of its
obligations under this Contract. No assignment shall release the original parties or otherwise
constitute a novation.
9.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,
State, County and City laws, ordinances, rules and regulations, which are, as amended from
time to time, incorporated herein and applicable to the performance hereof, including but without
limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of
this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies.
9.9 ATTORNEY'S FEES. If any action at law or in equity is brought to
enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.
9.10 INTERPRETATION.
9.10.1 Applicable Law. This Contract, and the rights and duties of
the parties hereunder (both procedural and substantive), shall be governed by and construed
according to the laws of the State of California.
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9.10.2 Entire Agreement. This Contract, including any exhibits
attached hereto, constitutes the entire agreement and understanding between the parties
regarding its subject matter and supersedes all prior or contemporaneous negotiations,
representations, understandings, correspondence, documentation and agreements (written or
oral).
9.10.3 Written Amendment. This Contract may only be changed
by written amendment signed by Contractor and the City Administrator or other authorized
representative of the City, subject to any requisite authorization by the City Council. Any oral
representations or modifications concerning this Contract shall be of no force or effect.
9.10.4 Severability. If any provision in this Contract is held by any
court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be
deemed severed from this Contract, and the remaining provisions shall nevertheless
continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion
had never been part of this Contract.
9.10.5 Order of Precedence. In case of conflict between the
terms of this Contract and the terms contained in any document attached as an Exhibit or
otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms
of the City's Request for Proposals shall control over the Contractor's Proposal.
9.10.6 Choice of Forum. The parties hereby agree that this
Contract is to be enforced in accordance with the laws of the State of California, is entered into
and/or is to be performed in the City of Vernon and that all claims or controversies arising out of
or related to performance under this Contract shall be submitted to and resolved in a forum
within the County of Los Angeles at a place to be determined by the rules of the forum.
9.10.7 Duplicate Originals. There shall be two (2) fully signed
copies of this Contract, each of which shall be deemed an original.
9.11 TIME OF ESSENCE. Time is strictly of the essence of this contract and
each and every covenant, term and provision hereof.
January 2013
9.12 AUTHORITY OF CONTRACTOR. The Contractor hereby represents
and warrants to the City that the Contractor has the right, power, legal capacity and authority to
enter into and perform its obligations under this Contract, and its execution of this Contract has
been duly authorized.
9.13 ARBITRATION OF DISPUTES. Any dispute for under $25,000
arising out of or relating to the negotiation, construction, performance, non-performance,
breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance
with the Commercial Rules of the American Arbitration Association at Los Angeles, California
and judgment upon the award rendered by the Arbitrators may be entered in any court having
jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of
any claim filed or required to be filed against the City and reserves the right to conduct full
discovery.
9.14 INDEMNITY.
9.14.1 Contractor agrees to indemnify, hold .harmless and
defend (even if the allegations are false, fraudulent or groundless), to the maximum extent
permitted by law, the City, its City Council and each member thereof, and its officers,
employees, commission members and representatives, from any and all liability, loss, suits,
claims, damages, costs, judgments and expenses (including attorney's fees and costs of
litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to
arise out of:
A. any activity on or use of City's premises or
facilities or any performance under this Contract; or
B. any acts, errors or omissions (including, without
limitation, professional negligence) of Contractor, its employees, representatives,
subcontractors, or agents in connection with the performance of this Contract.
9.14.2 This agreement to indemnify includes, but is not limited to,
personal injury (including death at any time) and property or other damage (including, but
8 January 2013
without limitation, contract or tort or patent, copyright, trade secret or trademark infringement)
sustained by any person or persons (including, but not limited to, companies, or corporations,
Contractor and its employees or agents, and members of the general public). The sole
negligence or willful misconduct of City, its employees or agents other than Contractor or
Contractor's subcontractors are excluded from this indemnity agreement.
9.15 INSURANCE. Contractor shall, at its own expense, procure and maintain
policies of insurance of the types and in the amounts set forth below, for the duration of the
Contract, including any extensions thereto. The policies shall state that they afford primary
coverage.
9.15.1 Automobile Liability with minimum limits of at least
$100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal
vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if
written on a Commercial automobile liability form.
9.15.2 General Liability with minimum limits of at least $1,000,000
combined single limits written on an Insurance Services Office (ISO) Comprehensive General
Liability "occurrence" form or its equivalent for coverage on an occurrence basis.
Premises/Operations and Personal Injury coverage is required. The City of Vernon, its
directors, commissioners, officers, employees, agents and volunteers must be endorsed on the
policy as additional insureds as respects liability arising out of the Contractor's performance of
this Contract.
A. If Contractor employs other contractors as part of the
services rendered, Contractor's Protective Coverage is required. Contractor may include all
subcontractors as insureds under its own policy or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth herein.
B. Blanket Contractual Coverage if required.
9 January 2013
is applicable.
C. Products/Completed Operations coverage where such risk
9.15.3 Contractor shall comply with the applicable sections
of the California Labor Code concerning workers' compensation for injuries on the job.
Compliance is accomplished in one of the following manners:
A. Provide copy of permissive self-insurance certificate
approved by the State of California; or
B. Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and Employer's Liability Insurance with a minimal
limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation
against City, its City Council, commissioners, officers, employees, and volunteers for losses
arising from performance of this Contract; or
C. Provide a "waiver" form certifying that no employees
subject to the Labor Code's Workers' Compensation provision will be used in performance of
this Contract.
9.15.4 Each insurance policy included in this clause shall be
endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written
notice to City.
of no less than B:VIII.
9,15.5 Insurance shall be placed with insurers with a Best's rating
9.15.6 Prior to commencement of performance, Contractor shall
furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a
person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a
form approved by City. City may require complete, certified copies of any or all policies at any
time.
9.15.7 Failure to maintain required insurance at all times shall
constitute a default and material breach. In such event, Contractor shall immediately notify City
10 January 2013
and cease all performance under this Contract until further directed by the.City. In the absence
of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection
rights for premiums, attorney's fees and costs against Contractor by way of set-off or
recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract;
or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or
otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-
off or recoupment from any sums due Contractor.
9.16 NOTICES. Any notice or demand to be given by one party to the other
be given in writing and by personal delivery or prepaid first-class, registered or certified mail,
addressed as follows. Notice simply to the City of Vernon or any other City department is not
adequate notice.
If to the City:
If to the Contractor:
Any such notice shall be deemed to have been given upon delivery, if personally
delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date
of posting, whichever is earlier. Either party may change the address at which it desires to
receive notice upon giving written notice of such request to the other party.
9.17 TERMINATION FOR CONVENIENCE (Without Cause). City may
terminate this Contract in whole or in part at any time, for any cause or without cause, upon
fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City
for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a
prorated amount based on the services satisfactorily completed and accepted prior to the
11 January 2013
effective date of termination. Such payment shall be Contractor's exclusive remedy for
termination without cause.
9.18 DEFAULT. In the event either party materially defaults in its obligations
hereunder, the other party may declare a default and terminate this Contract by written notice to
the defaulting party. The notice shall specify the basis for the default. The Contract shall
terminate unless such default is cured before the effective date of termination stated in such
notice, which date shall be no sooner than ten (10) days after the date of the notice.
Termination for cause shall relieve the terminating party of further liability or
responsibility under this Contract, including the payment of money, except for payment for
services satisfactorily and timely performed prior to the service of the notice of termination, and
except for reimbursement of (1) any payments made by the City for service not subsequently
performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining
substitute performance.
9.19 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access
to and the right to audit and reproduce any of the Contractor's records to the extent the City
deems necessary to insure it is receiving all money to which it is entitled under the Contract
and/or is paying only the amounts to which Contractor is properly entitled under the Contract or
for other purposes relating to the Contract.
The Contractor shall maintain and preserve all such records for a period
of at least 3 years after termination of the Contract.
The Contractor shall maintain all such records in the City of Vernon. If
not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or
reimburse the City for all reasonable and extra costs incurred in conducting the audit at a
location other than the City of Vernon, including, but not limited to, such additional (out of the
City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.
12 January 2013
9.20 CONFLICT. Contractor hereby represents, warrants and certifies that no
member, officer or employee of the Contractor is a director, officer or employee of the City of
Vernon, or a member of any of its boards, commissions or committees, except to the extent
permitted by law.
9.21 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'Y2 times the
basic rate of pay.
9.22 LIVING WAGES AND PREVAILING WAGES WHERE APPLICABLEI.
Contractor, and any Subcontractor(s), shall comply with the City's Living Wage Ordinance. The
current Living Wage Standards are set forth in Exhibit "D". Upon the City's request, certified
payroll records shall promptly be provided to the City. [FOR PUBLIC WORKS AND RELATED
CONTRACTS THE FOLLOWING PROVISIONS MUST BE ADDED] The provisions of California
Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and
related regulations, apply to all City contracts. If Living Wage Provisions and Prevailing Wage
provisions should both apply to this Contract, Contractor and all of its Subcontractors shall pay
the higher of the applicable wages to the extent required by law.
9.23 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor
certifies and represents that, during the performance of this Contract, it and any other parties
with whom it may subcontract shall adhere to equal employment opportunity practices to assure
that applicants, employees and recipients of service are treated equally and are not
13 January 2013
discriminated against because of their race, religion, color, national origin, ancestry, disability,
sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that
it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal
Employment Opportunity Practices provisions as set forth in Exhibit "E".
[Signatures Begin on Next Page].
14 January 2013
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
William Davis, Mayor
ATTEST:
Dana Reed, Interim City Clerk
APPROVED AS TO FORM:
Nicholas George Rodriguez,
City Attorney
[CONTRACTOR'S NAME, a [State
incorporated in] corporation
By:
Name:
Title:
By:
Name:
Title:
15
January 2013
EXHIBIT A
REQUEST FOR PROPOSALS
16 January 2013
EXHIBIT B
1 7 January 2013
EXHIBIT C
SCHEDULE
18 January 2013
EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Livina Wanes:
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.
19 January 2013
EXHIBIT E
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, the
contractor and each subcontractor shall adhere to equal opportunity employment practices
to assure that applicants and employees are treated equally and are not discriminated
against because of their race, religious creed, color, national origin, ancestry, handicap,
sex, or age. Contractor further certifies that it will not maintain any segregated facilities.
B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for
employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity
Employer" or that all qualified applicants will receive consideration for employment without
regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.
C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the
performance of this Agreement, discriminated against applicants or employees because of
their membership in a protected class.
D. Contractor agrees to provide the City with access to, and, if requested to do so by City,
through its awarding authority, provide copies of all of its records pertaining or relating to its
employment practices, except to the extent such records or portions of such records are
confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
20 January 2013
EXHIBIT 2
INSURANCE AND INDEMNITY LANGUAGE FOR
USE IN PERSONAL SERVICES CONTRACT
TYPE I
CITY RISK TRANSFERS TO CONTRACTOR
a. INDEMNITY.
i. Contractor agrees to indemnify, hold harmless and
defend (even if the allegations are false, fraudulent or
groundless), to the maximum extent permitted by law, the City,
its City Council and each member thereof, and its officers,
employees, commission members and representatives, from any and
all liability, loss, suits, claims, damages, costs, judgments
and expenses (including attorney's fees and costs of litigation)
which in whole or in part result from, or arise out of, or are
claimed to result from or to arise out of:
(1) any activity on or use of City's premises or
facilities or any performance under this
Contract; or
(2) any acts, errors or omissions (including., without
limitation, professional negligence) of
Contractor, its employees, representatives,
subcontractors, or agents in connection with the
performance of this Contract.
ii. This agreement to indemnify includes, but is not
limited to, personal injury (including death at any time) and
property or other damage (including, but without limitation,
contract or tort or patent, copyright, trade secret or trademark
infringement) sustained by any person or persons (including, but
not limited to, companies, or corporations, Contractor and its
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employees or agents, and members of the general public).
B. RELEASE.
Contractor agrees to release and covenants not to
sue the City, its City Council and each member
thereof, and its officers, employees, commission
members and representatives for any damage or
injury.(including death) to itself, its officers,
employees, agents and independent contractors
damaged or claiming to be damaged from any
performance under this Contract.
C. INSURANCE.
Contractor shall, at its own expense, procure and
maintain policies of insurance of the types and
in the amounts set forth below, for the duration
of the Contract, including any extensions
thereto. The policies shall state that they
afford primary coverage.
iii. Automobile Liability with minimum limits of at
least $100,000/300,000/50,000 if written on a personal
automobile liability form, for using a personal vehicle; or an
amount of $500,000 including owned, hired, and non -owned
liability coverage if written on a Commercial automobile
liability form.
iv. General Liability with minimum limits of at least
$1,000,000 combined single limits written on an Insurance
Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an
January 2013
occurrence basis. Premises/Operations and Personal Injury
coverage is required. The City of Vernon, its directors,
commissioners, officers, employees, agents and volunteers must
be endorsed on the policy as additional insureds as respects
liability arising out of the Contractor's performance of this
Contract.
(1) If Contractor employs other contractors as part
of the services rendered, Contractor's Protective
Coverage is required. Contractor may include all
subcontractors as insureds under its own policy
or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth
herein.
(2) Blanket Contractual Coverage [if required].
(3) Products/Completed Operations coverage [where
such risk is applicable].
(4) Explosion, Collapse and/or Underground (X, C,
and/or U) coverage [where such risk is
applicable].
V. Professional Errors and Omissions coverage in a
sum of at least $1,000,000. Applicable aggregates must be
identified and claims history provided to determine amounts
remaining under the aggregate.
vi. Contractor shall comply with the applicable
sections of the California Labor Code concerning workers'
compensation for injuries on the job. Compliance is
accomplished in one of the following manners:
January 2013
(1) Provide copy of permissive self-insurance
certificate approved by the State of California;
or
(2) Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal
limit of $1,000,000 per accident. The policy
shall be endorsed to waive all rights of
subrogation against City, its directors,
commissioners, officers, employees, and
volunteers for losses arising from performance of
this Contract; or
(3) Provide a "waiver" form certifying that no
employees subject to the Labor Code's Workers'
Compensation provision will be used in
performance of this Contract.
vii. Each insurance policy included in this clause
shall be endorsed to state that coverage shall not be cancelled
except after thirty (30) days' prior written notice to City.
viii. Insurance shall be placed with insurers with a
Best's rating of no less than B:VIII.
ix. Prior to commencement of performance, Contractor
shall furnish City with a certificate of insurance for each
policy. Each certificate is to be signed by a person authorized
by that insurer to bind coverage on its behalf. The
certificate(s) must be in a form approved by City. City may
require complete, certified copies of any or all policies at any
January 2013
time.
X. Failure to maintain required insurance at all
times shall constitute a default and material breach. In such
event, Contractor shall immediately notify City and cease all
performance under this Contract until further directed by the
City. In the absence of satisfactory insurance coverage, City
may, at its option: (a) procure insurance with collection
rights for premiums, attorney's fees and costs against
Contractor by way of set-off or recoupment from sums due
Contractor, at City's option; (b) immediately terminate this
Contract; or (c) self insure the risk, with all damages and
costs incurred, by judgment, settlement or otherwise, including
attorney's fees and costs, being collectible from Contractor, by
way of set-off or recoupment from any sums due
Contractor.
January 2013
T Y P E II
(NO TRANSFER OF RISK)
9.14 INDEMNITY.
Neither party shall be required to indemnify the other
except to the extent that liability is allocated pursuant to a
court of law, arbitration or other dispute resolution process.
9.15 INSURANCE.
Consultant shall procure and maintain insurance of the
types and in the amounts set forth below, for the duration of
the contract, including any extensions thereof. The cost of
such insurance shall be included in the consideration for the
services performed.
A. Automobile Liability as required by law.
B. Consultant shall comply with the applicable
sections of the California Labor Code concerning
workers' compensation for injuries on the job.
1. Consultant understands that it is an
independent contractor, and not entitled to
any worker's compensation benefits under any
City program.
2. If Consultant contemplates use of employees
or subcontractors, it must provide evidence
of workers' compensation insurance in
statutory amounts and Employer's Liability
insurance with a minimal limit of
$1,000,000. per accident.
a). If Consultant is exempt, it may execute
January 2013
a "waiver" form certifying that no
employees subject to the Labor Code's
Workers' Compensation provisions will
be used in performance of this
contract.
b). If Consultant uses subcontractors, it
may satisfy this requirement by
providing evidence that the
subcontractor meets the provisions of
the Labor Code.
C. Consultant will determine its own needs in
procurement of insurance to cover liabilities
other than stated above. City will not defend
nor indemnify Consultant should it be sued for
any reason.
D. Prior to commencement of performance, Consultant
shall furnish City with evidence of automobile
liability insurance and compliance with workers'
compensation laws.
January 2013
TYPE III
(CONTRACTOR RISK TRANSFERS TO.CITY)
9.14 INDEMNITY.
City agrees to indemnify and defend Consultant from claims
for damages and lawsuits to the same extent the City is required
to do so for City employees pursuant to the terms of the
California Government Code. Consultant shall promptly tender
all claims and shall cooperate in defense thereof.
9.15 INSURANCE.
A. Consultant shall procure and maintain automobile
insurance should Consultant use a non -City vehicle in
performance of this Contract, in amounts prescribed by law.
B. Consultant understands that it is an independent
contractor, not eligible for workers' compensation benefits
provided by the City for the City's own employees.
C. Consultant understands that the City will either
procure insurance or handle all risk through self-insurance.
Consultant agrees to cooperate with the City or its insurer in
defense of any claim or suit arising from performance of this
Contract, with no charge to the City for any necessary
assistance or cooperation.
January 2013
T Y P E IV
(CONTRACTORS WHO CONTROL CITY PROPERTY)
10.14 INDEMNITY, RELEASE, COVENANT NOT TO SUE, ASSUMPTION OF
THE RISK.
10.14.1 Contractor agrees to indemnify, hold
harmless, defend (even if the allegations are false, fraudulent
or groundless), to the maximum extent permitted by law, the
City, its City Council and each member thereof, and its
officers, employees, commission members and representatives,
joint venturers, leaseholders, landlords, property managers,
subsidiary corporations, subsidiary districts, subsidiary
authorities, and contracting organizations, from any and all
liability, loss, suits, claims, damages, costs, judgments and
expenses (including attorney's fees and costs of litigation)
which in whole or in part result from, or arise out of, or are
claimed to result from or to arise out of:
A. Claims by Contractor's employees arising out of
any use or activity on premises or facilities
included in this Contract, or any performance
under this Contract. Contractor agrees to
inspect any premises to which Contractor is
assigned under this Contract, to discover any
hazardous conditions present, and to deploy any
employees in a manner to minimize any
hazard. Contractor assumes the risk of any
injury to an employee of Contractor arising out
January 2013
of premises liability.
B. Any acts, errors or omissions (including, without
limitation, professional negligence) of
Contractor, its employees, representatives,
subcontractors, or agents in connection with the
performance of this Contract.
10.14.2 RELEASE.
Contractor agrees to release and covenants not to sue
the City, its City Council and each member thereof, and its
officers, employees, commission members and representatives for
any damage or injury (including death) to itself, its officers,
employees, agents and independent contractors damaged or
claiming to be damaged from any performance under this Contract.
10.15 INSURANCE.
Consultant shall, at its own expense, procure and
maintain policies of insurance of the types and in the amounts
set forth below, for the duration of the Contract, including any
extensions thereto. The policies shall state that they afford
primary coverage.
10.15.1 Automobile Liability with minimum limits of
at least $100,000/300,000/50,000 if written on a personal
automobile liability form, for using a personal vehicle; or an
amount of $500,000 including owned, hired, and non -owned
liability coverage if written on a Commercial automobile
liability form.
10.15.2 General Liability with minimum limits of at
least $1,000,000 combined single limits written on an Insurance
January 2013
Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an
occurrence basis. Premises/Operations and Personal Injury
coverage is required. The City of Vernon, its directors,
commissioners, officers, employees, agents and volunteers must
be endorsed on the policy as additional insureds as respects
liability arising out of the Consultant's performance of this
Contract. Other additional insureds may be required at sites
where other parties have an ownership, operation or management
interest.
A. If Consultant employs other contractors as part
of the services rendered, Contractor's Protective
Coverage is required. Consultant may include all
subcontractors as insureds under its own policy
or shall furnish separate insurance for each
subcontractor, meeting the requirements set forth
herein.
B. Blanket Contractual Coverage.
C. Products/Completed Operations coverage.
D. Personal Injury Coverage.
10.15.3 Consultant shall comply with the applicable
sections of the California Labor Code concerning workers'
compensation for injuries on the job. Compliance is
accomplished in one of the following manners:
A. Provide copy of permissive self-insurance
certificate approved by the State of California;
or
January 2013
B. Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
Employer's Liability Insurance with a minimal
limit of $1,000,000 per accident. The policy
shall be endorsed to waive all rights of
subrogation against City, its directors,
commissioners, officers, employees, and
volunteers for losses arising from performance of
this Contract; or
C. Provide a "waiver" form certifying that no
employees subject to the Labor Code's Workers'
Compensation provision will be used in
performance of this Contract.
10.15.4 Each insurance policy included in this
clause shall be endorsed to state that coverage shall not be
cancelled except after thirty (30) days' prior written notice to
City.
10.15.5 Insurance shall be placed with insurers with
a Best's rating of no less than B:VIII, unless the insurer is an
admitted California Insurance Company.
10.15.6 Prior to commencement of performance,
Consultant shall furnish City with a certificate of insurance
for each policy. Each certificate is to be signed by a person
authorized by that insurer to bind coverage on its behalf. The
certificate(s) must be in a form approved by City. City may
require complete, certified copies of any or all policies at any
time.
January 2013
10.15.7 Failure to maintain required insurance at
all times shall constitute a default and material breach. In
such event, Consultant shall immediately notify City and cease
all performance under this Contract until further directed by
the City. In the absence of satisfactory insurance coverage,
City may, at its option: (a) procure insurance with collection
rights for premiums, attorney's fees and costs against
Consultant by way of set-off or recoupment from sums due
Consultant, at City's option; (b) immediately terminate this
Contract; or (c) self insure the risk, with all damages and
costs incurred, by judgment, settlement or otherwise, including
attorney's fees and costs, being collectible from Consultant, by
way of set-off or recoupment from any sums due Consultant.
January 2013
T Y P E V
(DESIGN PROFESSIONAL TYPE SERVICES)
(CIVIL CODE SECTION 2782.8)
9.14. INDEMNITY.
9.14.1 Consultant agrees to indemnify, hold
harmless, and defend (even if the allegations are false,
fraudulent or groundless), to the maximum extent permitted by
law, the City, its City Council and each member thereof, and its
officers, employees, commission members and representatives,
from any and all liability, loss, suits, claims, damages, costs,
judgments and expenses (including attorney's fees and costs of
litigation) which arise out of, pertain to, or relate to the
negligence, recklessness or willful misconduct of the
Consultant.
9.14.2 Consultant's obligations under 9.14.1
will not apply to any liability, damages, costs nor losses
caused solely by the wrongful or negligent acts of the City, or
its officers or employees, nor any liability imposed for matters
not related to Consultant's performance under this Contract.
9.15 INSURANCE. Consultant shall, at its own
expense, procure and maintain policies of insurance of the types
and in the amounts set forth below, for the duration of the
Contract, including any extensions thereto. The policies shall
state that they afford primary coverage.
9.15.1 Automobile Liability with minimum
limits of at least $100,000/300,000/50,000 if written on a
personal automobile liability form, for using a personal
vehicle; or an amount of $500,000 including owned, hired, and
non -owned liability coverage if written on a Commercial
automobile liability form.
9.15.2 General Liability with minimum limits
of at least $1,000,000 combined single limits written on an
Insurance Services Office (ISO) Comprehensive General Liability
"occurrence" form or its equivalent for coverage on an
occurrence basis. Premises/Operations and Personal Injury
coverage is required. The City of Vernon, its directors,
commissioners, officers, employees, agents and volunteers must
be endorsed on the policy as additional insureds as respects
liability arising out of the Consultant's performance of this
Contract. Other additional insureds may be required at sites
January 2013
where other parties have an ownership, operation or management
interest.
A. If Consultant employs other contractors
as part of the services rendered,
Contractor's Protective Coverage is
required. Consultant may include all
subcontractors as insureds under its
own policy or shall furnish separate
insurance for each subcontractor,
meeting the requirements set forth
herein.
B. Blanket Contractual Coverage.
C. Products/Completed Operations coverage.
D. Personal Injury Coverage.
9.15.3 Consultant shall comply with the
applicable sections of the California Labor Code concerning
workers' compensation for injuries on the job. Compliance is
accomplished in one of the following manners:
A. Provide copy of permissive self-
insurance certificate approved by the
State of California; or
B. Secure and maintain in force a policy
of workers' compensation insurance with
statutory limits and Employer's
Liability Insurance with a minimal
limit of $1,000,000 per accident. The
policy shall be endorsed to waive all
rights of subrogation against City, its
directors, commissioners, officers,
employees, and volunteers for losses
arising from performance of this
Contract; or
C. Provide a "waiver" form certifying that
no employees subject to the Labor
Code's Workers' Compensation provision
will be used in performance of this
Contract.
January 2013
9.15.4 Each insurance policy included in this
clause shall be endorsed to state that coverage shall not be
cancelled except after thirty (30) days' prior written notice to
City.
9.15.5 Insurance shall be placed with insurers
with a Best's rating of no less than B:VIII, unless the insurer
is an admitted California Insurance Company.
9.15.6 Prior to commencement of performance,
Consultant shall furnish City with a certificate of insurance
for each policy. Each certificate is to be signed by.a person
authorized by that insurer to bind coverage on its behalf. The
certificate(s) must be in a form approved by City. City may
require complete, certified copies of any or all policies at any
time.
9.15.7 Failure to maintain required insurance
at all times shall constitute a default and material breach. In
such event, Consultant shall immediately notify City and cease
all performance under this Contract until further directed by
the City. In the absence of satisfactory insurance coverage,
City may, at its option: (a) procure insurance with collection
rights for premiums, attorney's fees and costs against
Consultant by way of set-off or recoupment from sums due
Consultant, at City's option; (b) immediately terminate this
Contract; or (c) self insure the risk, with all damages and
costs incurred, by judgment, settlement or otherwise, including
attorney's fees and costs, being collectible from Consultant, by
way of set-off or recoupment from any sums due Consultant.
January 2013
EXHIBIT 3
PURCHASE ORDER CONTRACT,
TERMS AND CONDITIONS
TERMS AND CONDITIONS OF PURCHASE ORDER CONTRACT - CITY OF VERNON
This is a government contract. The terms are not changed by any words added by Contractor, nor superseded because of any form
used by Contractor in the course of business. Any change in terms must be agreed to by an authorized representative of the City, in
writing. Acceptance by the City of goods, materials or services is not an acceptance of Contractor's other terms.
1. Contractor agrees to furnish the materials or services described in the Purchase Order Contract to which this is attached and
subject to all terms and conditions of the Purchase Order Contract, this Attachment to the Purchase Order Contract and all other
attachments hereto.
2. Contractor agrees to submit all invoices in duplicate to the address indicated on the Purchase Order Contract.
3. Contractor agrees to invoice at net prices without federal excise tax or federal fuel tax.
4. Contractor agrees to show on all invoices the name of the department to which goods or services were furnished, and whether the
invoice covers complete or partial delivery or performance, the Purchase Order Contract number and any applicable cash discount.
5. Contractor agrees to prepay transportation charges and show them separately on all invoices.
6. Contractor agrees to show applicable sales or use tax as separate items on all invoices.
7. Title to all materials furnished under the Purchase Order Contract shall pass to the City upon delivery and loading of merchandise
at the F.O.B. point designated in the Purchase Order Contract.
8. Any item ordered on the face hereof that is listed in the Safety Orders of the California Division of Industrial Safety shall fully
comply with the latest revised requirements of said Safety Orders.
9. All goods, materials and equipment ordered shall, except as otherwise noted in this contract, be delivered in a new and unused
condition.
10. All automotive equipment delivered to the City shall meet all requirements of the latest revision of the California Vehicle Code
and of the Federal Department of Transportation.
11. The Contractor shall transfer to the City the manufacturer's warranty or guarantee for each item furnished under this contract.
Where applicable, the City shall be named as owner -beneficiary in any such warranty or guarantee. The Contractor shall ensure
that each warranty or guarantee is in full force and effect from the date the City commences operation and use of the item. All
such manufacturers' warranties or guarantees shall be in addition to the Contractor's warranty under this contract. In addition the
Contractor shall warrant that all items provided under this contract are free from defects in materials and workmanship.
The City will notify Contractor of any patent defect. Such notice will be given in writing, if possible, or by the means most
practical under the circumstances. If the Contractor fails to correct the defect or other non -conformity within 10 days after
receiving such notice, or more timely in case of emergency demanding immediate action, then the City may make the necessary
replacements or repairs_ and charge the Contractor the total cost of all labor, materials, equipment and administration. The City
may withhold from Contractor an amount for these costs; if the amount withheld is not sufficient, the City may recover any
balance from the Contractor.
12. Prior to the issuance of the Purchase Order Contract, Contractor may be required to provide to City evidence of insurance. Failure
to maintain the required amounts and types of coverage throughout the duration of services supplied shall constitute a material
breach of this contract and shall entitle the City to terminate this contract.
13. Contractor agrees to indemnify, hold harmless, and defend (even if the allegations are false, fraudulent or
groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and
its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims,
damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in
part are claimed to result from or to arise out of the usage or operation, including the malfunctioning of, or,
any injury caused by, any product purchased herein; or any acts, errors or omissions (including, without
limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in
connection with the performance of this contract. This agreement to indemnify includes, but is not limited to,
personal injury (including death at any time) and damage to property (including, but without limitation,
contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or
persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and
members of the general public).
14. Contractor shall not perform work on City owned property, and shall not commence work or cause materials to be delivered to the
job site, until so authorized in writing by the Head of the Department (or designee) for whom the work was ordered.
15. Contractor certifies and represents that, during the performance of this contract, the Contractor and each subcontractor shall
adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not
discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition or
marital status. Contractor further agrees that it will not maintain any segregated facilities.
16. Contractor shall obtain a City Business License under the terms and conditions of Vernon City Code, Sections 5.20, and
following, where required.
January 2013
17. Contractor hereby represents, warrants and certifies that no officer or employee of the Contractor is a director, officer or employee
of the City of Vernon, or a member of any boards, commission or committees, except to the extent permitted by law.
18. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the
Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the
contract and/or is paying the amounts to which Contractor is properly entitled to under the contractor for other purposes relating
to the contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after the termination of
the contract. The Vendor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request,
promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting
the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for
personnel, salaries, private auditors, travel, lodging, meals and overhead.
19. It is understood that in the performance of any services herein provided,. for Contractor. shall be, and is, and independent
contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method, except as
required by this contract. Further, Contractor has and shall retain the right to exercise full control over the em loyment, direction,
compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall
be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its
employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and
regulations of any nature whatsoever. Contractor acknowledges that Contractor and any subcontractors, agents or employees are
not entitled to any of the he or rights afforded employees of City including, but not limited to, sick leave, vacation leave,
holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability of Workers' Compensation
..,..,,.......e we..va...
20. In case of conflict between the terms of this contract and the terms of any other document which is a part of this transaction, the
terms of this Purchase Order Contract shall strictly prevail.
21. Contractor shall not assign or transfer this contract or any rights hereunder with out the prior written consent of the City which
may be withheld in the City's sole discretion. Any unauthorized assignment of transfer shall be null and void and shall constitute a
material breach of Contractor of its obligations under this contract.
22. Time is strictly of the essence of this contract and each and every covenant, term and provision hereof.
23. The City's waiver of any term, condition, breach or default of this contract shall not be considered to be a waiver of any other
term, condition, default of breach, not of a subsequent breach of the one waived.
24. The provisions of Vernon's Living Wage Ordinance, Vernon City Code, Sections 2.131, and following, requires that contractors
providing labor or services to the City pay employees in accordance with the Ordinance. The provisions of California Labor Code
Sections 1770, and following, regarding the payment of prevailing wages on public works, and related regulations, apply to all
City Contracts. If Living Wage provisions and Prevailing Wage provisions should both apply, then contractor shall pay the higher
of the applicable wages to the extent required by law.
25. The City reserves the right to cancel any portion of this Purchase Order at any time prior to the delivery of Goods and Services.
26. This Purchase Order Contract shall be governed and construed according to the laws of the State of California.
27. This Purchase Order Contract, including any Exhibits attached hereto, constitutes the entire agreement and understanding between
the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings,
correspondence, documentation and agreements (written or oral).
28. Additional terms (All additional terms and conditions must be approved as to form by the City Attorney in writing).
January 2013
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PURCHASE ORDER CONTRACT INSURANCE REQUIREMENTS
Insurance policies for persons having a contract, purchase order, or permit other
than for equipment purchase without installation, with the City of Vernon shall
comply with the following City requirements:
1. The ACCORD Certificate of Liability Insurance form is an acceptable format for
submitting insurance information. If you do not have your insurance information in
this format please, contact the department below.
2. The City of Vernon shall be given 30 days written notice of cancellation or material
change. The certificate submitted will not be approved if it contains "best effort"
modifiers or if it relieves the insurer from responsibility for failure to give notice. (See
examples on reverse side).
3. City of Vernon, its councilmembers, commissioners, officers, employees and agents,
shall be named as an additional insured on general commercial policies. And the
City of Vernon shall be the certificate holder.
4. Minimum general liability insurance limits shall be as follows:
Combined single limit of $1,000,000 per occurrence.
Note: The Specification or Request for Quote may provide for lesser or
greater requirements depending on the potential risk involved.
5. Minimum automobile liability insurance limits shall be $100,000 combined single
limits unless vehicles are not involved.
6. Workers' compensation insurance in statutory amounts. A separate Certificate of
Insurance may be submitted. City need not be endorsed as an additional insured.
7. Insurance shall be placed with insurers with a Best's rating of no less than B:VIII.
8. Insurance certificate(s) shall be provided verifying required insurance.
Specific inquiries should be addressed to:
City of Vernon
Attention: XXXXXXXXX
4305 Santa Fe Avenue
Vernon, CA 90058
Telephone: (323) 583-8811
Facsimile (323) 826-1491
January 2013
CANCELLATION NOTICE DEFECTS
Insurance certificates submitted to the City of Vernon should not contain any of the
following defects in the cancellation notices:
1) 'Best efforts" modifiers. 'Best efforts" modifiers such as:
a) Company will endeavor to mail.
b) It is the intention of the company to mail.
c) Company intends to notify.
d) Company will make every effort to mail.
The City requires a positive commitment to notify rather than a best efforts non -binding
promise.
2) Exculpatory clauses. Exculpatory clauses which relieve the insurer from liability for
failure to notify such as:
a) but undertakes no responsibility by reason of any failure to do so.
b) but failure to mail such notice shall impose no obligation or liability of any
kind upon the company.
c) company assumes no responsibility for any mistake, or for failure to give such
notice.
3) Unmodified ACCORD form. The ACCORD form is not acceptable unless the
cancellation notice is modified as follows:
Should any of the above described policies be cancelled before the expiration
date thereof, the issuing company will provide days written notice to
the certificate holder named to the left, but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representatives.
January 2013
REQUEST FOR WAVIER
OF WORKERS COMPENSATION INSURANCE
If insured has no employees or employees who are subject to the labor code,
please sign the following affidavit:
I certify that in the performance of the work under the permit, license agreement,
purchase order, or contract with the City of Vernon which is the subject matter of this
certification, I shall not, in any manner, employ any person or contract with any person
so that any worker on said work would become subject to the workers' compensation
laws of the State of California.
[Insert Company Name]
Name, Title
Signature
Date
January 2013
EXHIBIT 4
REQUEST FOR PROPOSALS
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City of Vernon [Insert Title] Request for Proposals
CITY OF VERNON REQUEST FOR PROPOSAL
[INSERT TITLE]
INTRODUCTION AND PROJECT
The City of Vernon is requesting proposals for [insert type of services] to conduct [insert
brief description].
The City will select one firm, based on demonstrated competence and a cost effective
approach to design, conduct, and assist in the [insert brief description].
Itm
The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and
is located approximately 5 miles southeast of downtown Los Angeles California. Over its
long history Vernon has been developed as an industrial community. At the turn of the
20`" century the lands that make up Vernon were comprised largely of farmlands. The
presence of three major rail lines in the area led influential business men and property
owners to encourage the railroad companies to run 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 has 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,
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 Tem from its own membership to serve one-year terms.
Labor Force: Vernon has approximately 281 employees, and its departments include a
Fire Department, Police Department, Finance Department, Community Services and
Water Department, Light and Power Department and Health Department. Present
bargaining units recognized include the Vernon Police Officers Association, the Vernon
Police Management Association, the Vernon Fire Fighters Union and the Fire
Management Association. Several other labor organizations have expressed an interest
in setting up bargaining units within the Vernon work force. In addition, the City is in the
process of modifying its employment system from an "at will" to a merit system. It is
adopting revised personnel procedures. Vernon recently hired both a Human
Resources Director and a City Attorney.
3. [ISSUES OR PROBLEMS TO BE ADDRESSED
[Insert description]
-2-
January 2013
City of Vernon [Insert Title] Request for Proposals
4. SCOPE OF SERVICES REQUIRED
The City of Vernon is seeking the services of a highly qualified consulting firm to assist
in:
[Insert scope of services reauiredl
5. QUALIFICATIONS & CRITERIA
A. Qualifications: The City of Vernon will select one firm for all of the outlined Scope
of Service on the basis of qualifications, experience, and cost. The following are the
minimum qualifications to be used to evaluate responses to this Request for
Proposal:
[Insert qualifications]
B. Selection Criteria: The City will conduct a comprehensive, fair, and impartial
evaluation of proposals received in response to this RFP. All proposals received
from vendors will be reviewed and evaluated by a committee of qualified personnel.
The name, information, or experience of the individual members will not be made
available to any vendor. The Evaluation Committee will first review and screen all
proposals submitted, except for the cost proposals, according to the minimum
qualifications set forth above. The following criteria will be used in reviewing and
comparing the proposals and in determining the highest scoring bid:
1. 40% Qualifications, background and prior experience of the firm in the
Service Area(s) being proposed, experience of key staff assigned to
oversee services provided to Vernon, evaluation of size and scope of
similar work performed and success on that work..
2. 30% Cost and fees to the City for handling matters. Cost is not the sole
determining factor but will be taken into consideration. Proposer must
offer services at a rate comparable to the rate proposer offers to other
governmental entities for similar work. Offering a higher rate to the City
than the comparable rate is grounds for disqualification of the Proposer.
If rates differ for different types or levels of service, or for different
Service Areas, the Proposer should so state.
3. 10% Responsiveness to the RFP, and quality and responsiveness of the
proposal.
4. 20% References including past performance of proposer.
6. FORMAT AND DELIVERY RESPONSE
Respondents are asked to submit seven (7) 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: Limit your proposal to 20 typed 8.5 X 11" pages, or fewer, on white
bond paper of at least 20-pound weight single sided (excluding cover letter and
3-
January 2013
City of Vernon [Insert Title] Request for Proposals
attachments. You may attach a firm brochure if you wish, but it must be as a
separate attachment and independent from the required elements noted above.
1. Use a conventional typeface with a minimum font size of 12 points. Use a
V margin on all boarders.
2. Organize your submittal in the order described above.
3. Provide one (1) unbound original of your firm's response and one
electronic version
4. Prominently label the package: "RFP for Classification and Compensation
Study" and include the name of the prime respondent.
Deliver the response to:
City of Vernon
Attention: [Insert department head name and title]
4305 Santa Fe Avenue
Vernon, CA 90058
5. Responses are due on or before 5:00 p.m. on , 2013.
Late response will not be accepted.
6. If you have any question about this RFP, please contact [insert contact
person] at (323) 583-8811 ext. —
B. Cover Letter: All proposals shall include a cover letter which states that the
proposal shall remain valid for a period of not less than ninety (90) days from the
date of submittal. If the proposal contemplates the use of sub -contractors, the sub-
contractors shall be identified in the cover letter. If the proposal is submitted by a
business entity, the cover letter shall be signed by an officer authorized to
contractually bind the business entity. With respect to the business entity, the
cover letter shall also include: the identification of the business entity, including the
name, address and telephone number of the business entity; and the name, title,
address and telephone number of a contact person during the proposal evaluation
period.
C. Introduction: Present an introduction of the proposal and your understanding of
the assignment and significant steps, methods and procedures to be employed by
the proposer to ensure quality deliverables 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 the proposer
perceives or envisions it for each Service Area proposed.
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. Fees and costs: Although an important aspect of consideration, the financial cost
estimate will not be the sole justification for consideration. Negotiations may or
may not be conducted with the proposer; therefore, the proposal submitted should
contain the proposer's most favorable terms and conditions, since selection and
4
January 2013
City of Vernon [Insert Title] Request for Proposals
award may be made without discussion with any firm. All prices should reflect "not
to exceed" amounts per item. Proposer must offer services at a rate comparable
to the rate proposer offers to other governmental entities for similar work. Offering
a higher rate to the City than the comparable rate is grounds for disqualification of
the Proposer.
G. Ability of the Proposer to Perform: Provide a detailed description of the proposer
and his/her/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 assignment. Provide a list of specific related work projects that
have been completed by the proposer which are directly related to the assignment
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
assignment. Respondents are encouraged to supply relevant examples of their
professional product. Provide a list of references.
The selected firm shall not subcontract any work under the RFP nor assign any
work without the prior written consent of the City.
H. Affidavit of Non -Collusion. Proposer must submit a completed and signed,
"Affidavit of Non -Collusion." (Copy Attached as Exhibit A).
7. 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.
8. 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
individual or organization in connection with this RFP.
-5-
January 2013
City of Vernon [Insert Title] Request for Proposals
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
City Administrator's Office.
9. 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.
10.
The selected consultant shall pay qualifying employees a wage of not less than $10.30
per hour with health benefits, or $11.55 per hour without health benefits. The consultant
shall also provide qualifying employees at least twelve days off per year for sick leave,
vacation or personnel necessity, and an additional ten days a year of uncompensated
time for sick leave. There shall a prohibition on an employer retaliation against an
employee's complaining to the City with regard to the employer's compliance with the
living wage ordinance. Contractor, and any Subcontractor(s), shall comply with the
City's Living Wage Ordinance. The current Living Wage Standards are set forth in
Exhibit "D". Upon the City's request, certified payroll records shall promptly be provided
to the City. [FOR PUBLIC WORKS AND RELATED CONTRACTS THE FOLLOWING
PROVISIONS MUST BE ADDED] The provisions of California Labor Code 1770, et seq.,
regarding the payment of prevailing wages on public works, and related regulations,
apply to all City contracts. If Living Wage Provisions and Prevailing Wage provisions
should both apply to this Contract, Contractor and all of its Subcontractors shall pay the
higher of the applicable wages to the extent required by law.
-6-
January 2013
City of Vernon [Insert Title] Request for Proposals
11. STANDARD TERMS AND CONDITIONS
Prior to the award of any work hereunder, City and proposer shall enter into the written
contract attached hereto, for services, as an Exhibit B. Proposers responding to this
RFP are strongly advised to review all the terms and conditions of the Contract. The
term of the Contract shall not exceed three (3) years.
-7-
January 2013
City of Vernon [Insert Title] Request for Proposals
AFFIDAVIT OF NON -COLLUSION
-8-
January 2013
EXHIBIT 5
ATTORNEY SERVICES (LITIGATION) CONTRACT
ATTORNEY SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
[ASSOCIATE COUNSEL] REGARDING [CASE NAME]
COVER PAGE
Associate Counsel:
Responsible Principal of Associate Counsel:
Notice Information - Associate Counsel
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
[insert name of Associate Counsel]
[insert name, title]
[insert name of Associate Counsel]
[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: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[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 A
Three (3) years, pursuant to Section 12.2
ATTORNEY SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND
[NAME OF FIRM] REGARDING [CASE NAME]
THIS AGREEMENT, by and between the CITY OF VERNON, a California charter City
and California municipal corporation herein referred to as "City," and [Associate Counsel's
Name], a [State incorporated in] corporation ("Associate Counsel"), engaged in the practice of
law in the City of County of State of
California, herein called "Associate Counsel."
[OPTION 1: ONGOING AGREEMENT]
WHEREAS, the City, acting through its City Attorney, desires to engage
Associate Counsel, in association with the City Attorney, to assist the City Attorney in various
cases in litigation, and to provide advice and assistance in other legal matters from time to time;
and
[OPTION 2: ONE-TIME CASE ASSIGNMENT]
WHEREAS, a lawsuit entitled
was filed in the
Court, Case No. , herein referred to as
City Attorney File No. ; and
WHEREAS, Associate Counsel possesses the skills, qualifications and
experience necessary to assist as Associate Counsel in said matters; and
WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City
Attorney," is the chief legal advisor and litigator for the City and is charged with the responsibility
of protecting the interest of the City, its Council, officers, employees and agents in any litigation
initiated by or against the City, its Council, officers, employees and agents as provided for by
California law and the Charter and ordinances of the City;
WITNESSETH:
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1.0 Scope of Services.
Associate Counsel hereby is associated as Counsel of Record in
association with the City Attorney to perform such legal services as may be required from time
January 2013
to time in connection with assigned litigation and other matters: , a
principal member of the firm of Associate Counsel, shall be responsible for the performance of
services hereunder, shall personally handle all significant matters, and shall supervise any
services performed by other members of Associate Counsel's firm and by its employees. It is
understood that the City Attorney is chief counsel of record for all purposes relating to litigation,
and Associate Counsel's performance hereunder shall be under the direction and supervision of
the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City
Attorney to the extent required by said City Attorney, and that all performances required
hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney.
2.0 Time of Performance.
[OPTION 1: ONGOING AGREEMENT]
The services of Associate Counsel are to commence upon the signing
hereof and the written assignment of particular matters, and shall be undertaken and completed
in such sequence as to assure their completion as expeditiously as is consistent with
professional skill and care. This Agreement shall automatically terminate on [state a date no
later than 3 years from the start date].
[OPTION 2: ONE-TIME CASE ASSIGNMENT]
The services of Associate Counsel are to commence and
shall be undertaken and completed in such sequence as to assure their expeditious completion
as is consistent with professional skill and care.
3.0 Litigation Budgeting. Associate Counsel handling City matters will be
expected to institute and to adhere to litigation budgeting and planning procedures in the sole
discretion of the City Attorney. The general framework of the litigation budgeting and planning
procedures is as follows:
3.1 Case Budget:
3.1.1 Associate Counsel shall, if requested by the City Attorney,
provide a Litigation Plan and a Case Budget, or revisions
January 2013
thereof, which will include a projection of recommended
steps to be taken in the litigation and a range of costs for
each step. The Plan and Budget will be reviewed and
updated as necessary, at least every twelve months, or as
more frequently requested by the City.
3.1.2 The Case Budget shall include an estimate of the
attorney's hours, fees and disbursements during each
phase and activity, including: 1) pre -commencement (legal
and factual research for the complaint or answer); 2)
pleadings; 3) motions (including research); 4) initial
discovery; 5) factual investigation of merits (interviewing
clients, employees and third parties); 6) review and
abstract City's documents; 7) expert (non -medical)
investigation and reports; 8) medical experts and
examinations; 9) legal research on merits; 10) more
thorough discovery (including the identity of deponents and
expected costs of each deposition and preparation); 11)
settlement evaluation and negotiations; 12) trial
preparation; and 13) trial. All anticipated expenses must
be listed and costs estimated.
3.1.3 The Case Budget should include the anticipated cost of
each line item, the time allotted to complete it and the
professional level of the person handling it.
3.1.4 Each line item should be given a code number that can be
used in the billing process and in preparation of updated
progress reports.
4
January 2013
3.1.5 The Case Budget is not a fixed fee agreement and is
subject to revision. However, Associate Counsel
understands and agrees that failure to timely submit a
Case Budget or major unjustified deviations therefrom may
constitute a breach and result in termination of this
Agreement with Associate Counsel.
3.2 Litigation Plan.
3.2.1 In addition to the Case Budget, Associate Counsel shall
prepare a Litigation Plan, on forms as may be required by the City, at least every twelve months
or as more frequently requested. The Litigation Plan will start as an initial evaluation (before
substantial costs are incurred) and shall include, with a discussion: a) anticipated total costs;
b) the primary issues and likely resolution; c) the probability of success; d) a strategy for
defense/resolution, including a settlement/trial recommendation based on a cost -benefit
analysis; e) damages claimed; f) evidence (witness, documentary or demonstrative) indicating
liability or damages; g) recent developments such as law and motion rulings; h) deposition
summaries, if appropriate and cost effective; and i) settlement demands. The Litigation Plan will
be modified during the litigation as the need arises. The City Attorney shall be consulted by
Associate Counsel regarding the component parts of projects/cases handled so that the City
Attorney can determine, or secure a determination from the Board of Directors, as appropriate,
tactics, strategy and whether a particular activity makes sense from an economic standpoint or
can be done more economically in another fashion.
3.2.2 The City Attorney is to be consulted regarding staffing of
litigation and is to be advised of any significant shift in staffing.
3.2.3 The City Attorney is to be provided with copies of any
billing manuals or directions for billing practices in use by Associate Counsel within thirty (30)
days of signing this Agreement.
January 2013
3.2.4 It is the policy of the City of Vernon to avoid a "deep
pockets" reputation by taking a "hard nosed" approach to settlements, and by not giving
nuisance settlements. Settlement will generally be considered only where there is some liability
exposure. If there is no liability exposure, trial is generally the only option.
4.0 Compensation. Reimbursement and Methods of Payments.
4.1 Compensation.
Associate Counsel has established rates for the City of Vernon.which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. Fees for all services provided hereunder by
all.billers shall be charged in accordance with Exhibit "A", which is attached hereto and fully
incorporated herein by reference. The grand total compensation under this Agreement shall not
exceed the amount of $ without prior approval of the City Council and written
amendment of this Agreement.
4.2 Reimbursement. .
In addition to the compensation provided above, the City will reimburse
Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15
cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and
ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel
expenses or travel time beyond Southern California) must be approved by the City Attorney in
writing and in advance. No compensation shall be allowed for general overhead or support
services such as typing, word processing, secretarial time of any nature (normal, overflow or
overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files,
updating files, computer time or service, nor any other expense not itemized in the approved
Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on
outside services.
4.3 The City Attorney must approve in advance any single disbursement item
in excess of $500.00, including, but not limited to, investigators, copying and experts. Requests
January 2013
for costs exceeding $500.00 shall contain a recommendation of alternative information services,
including use of City employees. Associate Counsel will use City Staff in lieu of outside experts
whenever feasible.
4.4 The City expects moderation with regard to all expenses.
4.5 Method of Billing.
Unless otherwise agreed, Associate Counsel shall provide monthly bills unless
charges for a particular month are insignificant. The following information must be provided in
monthly bills:
A. A detailed description of work, in time increments of .1 hour (one tenth of an
hour) for and by each and every individual billing services. Associate
Counsel shall keep the City advised regarding the identity and the billing
rates of those people who work on the litigation account.
B. Identification of the lawyer who is in charge of the matter.
C. Detailed disbursement breakdowns, including the nature and purpose of each
disbursement.
D. Each billing item will be separately stated on a separate line identifying the
biller, the time spent and the exact nature of the service rendered. Narrative
billing and block billing are unacceptable. For example, if numerous tasks
are undertaken in one day, each should be identified with a specified time for
performing that task, i.e. a telephone call, a court appearance, a meeting or
legal research. All tasks performed on the same day should be entered as
separate entries, identifying the time spent on each. Telephone conferences
should specify the participants and the subject matter discussed. The City
will not pay for vague descriptions for services which do not state the precise
nature of the work performed and the need for the work. Words such as
"research", "strategy", "analysis", "discovery", "conference", "preparation",
"case management", "memorandum", "correspondence", "telephone call" or
7
January 2013
"meeting", without an explanation of (1) the specific topic or subject matter,
(2) the persons involved, and (3) the need therefor, do not allow
accountability and are therefore unreimbursable.
E. The City will not pay for interoffice conferences among attorneys/billers
unless a conference is a necessary strategy meeting relating to some
significant legal issue or event, such as an upcoming trial, and then only one
attorney may be billed. Where charges are made for conferences, the
specific reason and need for each conference must be stated in detail, and
the participants identified.
F. Where charges are made for research time, the specific issue being
researched and the need must be identified. City has retained Associate
Counsel for its expertise, and therefore expects not to be billed for
introductory or background research. The City will not pay for attorneys, law
clerks and paralegals educating themselves or doing work of a transient
nature on the case.
G. The City expects the attorney assigned to the case to handle all significant
matters in the litigation. If other attorneys are assigned to assist the primary
attorney, the City must be notified. The City may request that the assigned
work be instead handled by the primary attorney. Thus, only those attorneys
or persons approved in advance by the City may bill on the case. Resumes
will be provided for all persons (other than clerical or secretarial) working on
the case.
H. No more than two support staff may bill on a particular case without the prior
approval of the City.
I. One paralegal may be used. Assignment of work to such paralegal should
not result in duplicative work by the attorneys, or reworking of paralegal's
work. Paralegal shall not perform clerical work, such as filing, indexing, date -
January 2013
stamping, organizing, etc., but shall perform work such as research,
summarizing depositions, investigation, interviews of witnesses, etc.
J. Upon request, each item billed must be coded to a specific Case Budget line
item, so a bill may be easily compared with the approved Case Budget.
K. A tracking system must be set up to periodically, at least every six months,
compare the amount of work completed to a percentage of the Case Budget
absorbed.
L. The City Attorney reserves the right to request various levels of detail and
specific formats (such as columnar comparisons with established budgets).
M. The City will not pay for more than one biller doing any task (e.g. two or more
attorneys attending the same depositions or the same court appearances, a
biller redoing the work of another biller, or duplicative entries for reviewing
and analyzing documentation and legal research).
N. Photocopies of deposition transcripts shall be made whenever possible to
reduce deposition expenses.
O. No finance charge or interest will be paid by the City, nor billed by Associate
Counsel.
4.6 Timing of Payment.
The City shall pay Associate Counsel for services rendered and costs
incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis.
5.0 Engagement of Other Counsel Specialists or Experts.
Associate Counsel shall not engage or otherwise incur an obligation to pay
other counsel, specialists or experts for services in connection with this Agreement without the
prior written approval of the City Attorney.
6.0 Termination of Agreement and Legal Services.
Subject to the applicable provisions of the Rules of Professional Conduct of
the State Bar of California, this Agreement and all legal services to be rendered hereunder may
January 2013
be terminated at any time by written notice -from either party with or without cause. In such
event, all finished or unfinished documents, project data and reports, both originals and all
duplicate copies, in all forms and media requested by the City, shall immediately be turned over
to the possession of City, which owns all such materials. In the event of such termination,
Associate Counsel shall be paid for all satisfactory work, unless such termination is made for
cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in
light of the particular facts and circumstances involved in such termination.
7.0 Interest of Members of Local Public Agency.
No member of the governing body of the City, and no other officer, employee
or agent of the City who exercises any discretion, function or responsibility in connection with
the carrying out of any project to which this Agreement pertains, shall have any personal
interest, direct or indirect, in this Agreement.
8.0 Interest of Counsel.
Associate Counsel agrees to secure the informed written consent of the City
Attorney before accepting any representation adverse to the City (actual or apparent) during the
term of this Agreement, and to forego such representation if the City Attorney, in his sole
discretion, objects for any reason.
9.0 General Procedures.
9.1 Copies of major pleadings, reports on significant developments
and quarterly status reports shall be submitted to keep the City Attorney
advised of any major developments in the lawsuit. Once the Litigation
Plan is approved, the firm need not advise the City of each and every
step being taken. As long as the firm is complying with the Litigation
Plan, the firm should provide periodic reviews and information on
significant matters. The City does not, however, want boilerplate routine
letters announcing each and every procedural step being taken.
10
January 2013
9.2 All correspondence to the City shall reference the City Attorney
File Number.
10.0 Policy for Investigation and Discovery Assistance.
A copy of the City Attorney's Policy for Investigation and Discovery
Assistance is attached hereto as Exhibit "C" which is attached hereto and fully incorporated
herein by reference.
11.0. Conflict of Interest.
Associate Counsel certifies that no member, officer or employee of the
Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted
by law.
12.0 Maintenance and Inspection of Records.
12.1 The City and any other Federal, State or local governmental
agency, and any of their authorized auditors or representatives, shall
have access to, and the right to audit and reproduce any of Associate
Counsel's records to the extent the City or such other governmental
agency deems necessary to ensure that City is paying only the amounts
to which Associate Counsel is properly entitled or for other purposes
relating to the Agreement.
12.2 Associate Counsel shall maintain and preserve all such records
for at least three (3) years after termination of the Agreement or until an
audit has been completed and accepted in writing by City. Upon written
notice by the City, the Associate Counsel shall promptly make all such
records available to auditors or other representatives of the City or other
governmental agencies.
12.3 If Associate Counsel does not maintain such records in the City of
Vernon, Associate Counsel shall either deliver said records at its expense
to Vernon or shall promptly reimburse City for all reasonable costs
11
January 2013
incurred in conducting the audit at a location other than the City of
Vernon, including, but not limited to, expenses for personnel, salaries,
private auditors, lodging, meals and overhead.
13.0 Indemnity.
13.1 Associate Counsel agrees to indemnify, hold harmless, release
and defend (even if the allegations are false, fraudulent or groundless), to
the maximum extent permitted by law, and covenants not to sue, the City,
its Council and each member thereof, and its officers, employees,
commission members and representatives, from any and all liability, loss,
suits, claims, damages, costs, judgments and expenses (including
attorney's fees and costs of litigation) which in whole or in part result from,
or arise out of, or are claimed to result from or to arise out of, any
performance under this Agreement, or any acts, errors or omissions
(including, without limitation, professional negligence) of Associate
Counsel, its employers, representatives, subcontractors, or agents in
connection with the performance of this Agreement.
13.2 This Agreement to indemnify includes, but is not limited to,
personal injury (including death at any time) and property or other
damage (including, but without limitation, contract or tort or patent,
copyright, trade secret or trademark infringement) sustained by any
person or persons (including, but not limited to, companies, or
corporations, Associate Counsel and its employees or agents, and
members of the general public).
14.0 INSURANCE.
Associate Counsel shall, at its own expense, procure and maintain policies
of insurance of the types and in the amounts set forth below, for the duration of the Agreement,
including any extensions thereto.
12
January 2013
14.1 Automobile Liability with minimum limits of at least
$100,000/300,000/500,000 if written on a personal automobile liability
form, for using a personal vehicle; or an amount of $500,000 including
owned, hired, and non -owned liability coverage if written on a Commercial
automobile liability form.
14.2 General Liability, with minimum limits of at least $1,000,000
combined single limits written on an Insurance Services Office (ISO)
Comprehensive General Liability "occurrence" form or its equivalent for
coverage on an occurrence basis. Premises/Operations and Personal
Injury coverage is required. The City of Vernon, its Council,
commissioners, officers, employees, agents and volunteers registered
with the City of Vernon must be endorsed on the policy as additional
insureds as respects liability arising out of the Associate Counsel's
performance of this Agreement.
14.3 Professional Errors and Omissions coverage in a sum of at least
$1,000,000. If a claims -made policy is obtained, a "tail" of at least three
years shall be purchased if non -renewed within three (3) years of
completion of performance under this Agreement. Applicable aggregates
must be identified and claims history provided to determine amounts
remaining under the aggregate.
14.4 Associate Counsel shall comply with the applicable sections of
the California Labor Code concerning workers' compensation for injuries
on the job. Compliance is accomplished in one of the following manners:
14.4.1 Provide copy of permissive self-insurance
certificate approved by the State of
California; or
13
January 2013
14.4.2 Secure and maintain in force a policy of
workers' compensation insurance with
statutory limits and Employer's Liability
Insurance with a minimal limit of $1,000,000
per accident. The policy shall be endorsed
to waive all rights of subrogation against
City, its Council, commissioners, officers,
employees, and volunteers for losses
arising from performance of this Agreement;
or
14.4.3 Provide an insurance exemption form
certifying that no employees subject to
workers' compensation law will be used in
performance of this Agreement.
14.4.4 Each insurance policy included in this
clause shall be endorsed to state that
coverage shall not be canceled except after
thirty (30) days' prior written notice to City.
14.4.5 Insurance shall be placed with insurers with
a Best's rating of no less than B:VIII.
14.4.6 Prior to commencement of performance,
14
Associate Counsel shall furnish City with a
certificate of insurance for each policy.
Each certificate is to be signed by a person
authorized by that insurer to bind coverage
on its behalf. The certificate(s) must be in a
form approved by City. City may require
January 2013
complete, certified copies of any or all
policies at any time.
14.4.7 Failure to maintain required insurance at all
times shall constitute a default and material
breach. In such event, Associate Counsel
shall immediately notify City and cease all
performance under this Agreement until
further directed by the City. In the absence
of satisfactory insurance coverage, City
may, at its option: (a) procure insurance
with collection rights for premiums,
attorney's fees and costs against Associate
Counsel by way of set-off or recoupment
from sums due Associate Counsel, at City's
option; (b) immediately terminate this
Agreement; or (c) self insure the risk, with
all damages and costs incurred, by
judgment, settlement or otherwise, including
attorney's fees and costs, being collectible
from Associate Counsel, by way of set-off or
recoupment from any sums due Associate
Counsel.
15.0 Choice of Forum.
The parties hereby agree that this Agreement is to be enforced in
accordance with the laws of the State of California, is entered into and/or is to be performed in
the City of Vernon and that all claims or controversies arising out of or related to performance
15
January 2013
under this Agreement shall be submitted to and resolved in a forum within the County of Los
Angeles at a place to be determined by the rules of the forum.
16.0 Incorporation by Reference.
This contract incorporates by reference the Request for Proposal and
specifications therein, and all attachments, and the Proposal by Associate Counsel, and all
attachments.
17.0 Order of Precedence.
In case of conflict between the terms of this Agreement and the terms in
any document attached as an exhibit or otherwise incorporated by reference, the terms of this
Agreement shall strictly prevail.
18.0 Living Wages. Associate Counsel 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.
19.0 Equal Employment Opportunity Practices. Associate Counsel certifies
and represents that, during the performance of this Agreement, it and any other parties with
whom it may subcontract shall adhere to equal employment opportunity practices to assure that
applicants, employees and recipients of service are treated equally and are not discriminated
against because of their race, religion, color, national origin, ancestry, disability, sex, age,
medical condition, sexual orientation or marital status. Associate Counsel further certifies that it
will not maintain any segregated facilities. The Equal Employment Opportunity Practices
provisions are set forth in Exhibit "B".
[Signatures Begin on Next Page].
16
January 2013
IN WITNESS WHEREOF, the City and Associate Counsel agree as set forth
hereinabove.
DATED: CITY OF VERNON, a California charter City
and California municipal corporation
By:
Nicholas George Rodriguez,
City Attorney
DATED: [FIRM NAME], a California corporation
By:
Name:
Title:
17
January 2013
EXHIBIT A
LAW FIRM
XXXXXXXXXXXXXXXX
Los Angeles, CA xxxxx
(900) xxx-xxxx
Nicholas George Rodriguez
City Attorney
City of Vernon
4305 Santa Fe Road
Vernon, CA 90058
Re: Plaintiff v. City of Vernon
City Attorney No.: 00000
Dear Mr. Rodriguez:
The following hourly fees are agreeable:
A) John Jones, Partner $xxx.00
B) John Roe, Associate xxx.00
C) One paralegal xx.00
Very truly yours,
xxxxxxxxxxxxxxxxxx
For the Firm
18
January 2013
EXHIBIT B
EQUAL OPPORTUNITY EMPLOYMENT
PRACTICES PROVISIONS
A. Associate Counsel certifies and represents that, during the performance of this Agreement,
the contractor and each subcontractor shall adhere to equal opportunity employment
practices to assure that applicants and employees are treated equally and are not
discriminated against because of their race, religious creed, color, national origin, ancestry,
handicap, sex, or age. Contractor further certifies that it will not maintain any segregated
facilities.
B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants
for employment placed by or on behalf of Associate Counsel, state that it is an "Equal
Opportunity Employer" or that all qualified applicants will receive consideration for
employment without regard to their race, religious creed, color, national origin, ancestry,
handicap, sex or age.
C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has
not,.in the performance of this Agreement, discriminated against applicants or employees
because of their membership in a protected class.
D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by
City, through its awarding authority, provide copies of all of its records pertaining or relating
to its employment practices, except to the extent such records or portions of such records
are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
19
January 2013
EXHIBIT C
POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in
the defense of liability cases involving the City of Vernon or City employees. The objective is to
provide current and long-range investigative assistance and guidance on all liability cases.
Copies of the summons, complaint and claims investigation reports, if available, will be
forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.
2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further
investigative needs. The services of an investigating agency, approved by the City
Attorney, may be requested to assist Associate Counsel in their investigation. The agency
is to furnish this office with copies of all its reports.
3. After receiving Associate Counsel's request, the investigating agency commences the
specified investigation and outlines its recommendations for additional investigation, but
does not commence such additional investigation until specifically requested by Associate
Counsel to do so.
4. In addition to investigation, the investigating agency assists with such discovery, needed
diagrams, photographs and other information as may be requested by Associate Counsel.
5. Associate Counsel is requested to review the claims investigation file sent with the
assignment of defense so as to preclude unnecessary or duplicate investigative expenses.
6. Copies of the Vernon Municipal Code and other City documents can be readily obtained
from the City Attorney's Office.
Attendance at mandatory settlement conferences will include only Associate Counsel and
an attorney from the City Attorney's Office. Neither the Claims Coordinator nor
investigators shall attend unless specifically requested to do so by this office.
20
January 2013
EXHIBIT D
LIVING WAGE PROVISIONS
Minimum Living Wanes:
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.
21
January 2013
EXHIBIT 6
ATTORNEY SERVICES (TRANSACTIONAL) CONTRACT
ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF
VERNON AND [ASSOCIATE COUNSEL]
COVER PAGE
Associate Counsel:
Responsible Principal of Associate Counsel:
Notice Information - Associate Counsel:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
[insert name of Associate Counsel]
[insert name, title]
[insert name of Associate Counsel]
[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: [insert department head]
[insert department head title]
Telephone: (323) 583-8811 ext. [insert]
Facsimile: [insert fax number]
[insert commencement date]
[insert termination date]
Total not to exceed $[insert amount]
(includes all applicable sales tax)
Three (3) years, pursuant to Section 12.2
January 2013
ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF
VERNON AND [ASSOCIATE COUNSEL]
THIS AGREEMENT is entered as of , 2012, between the City of Vernon
("City"), a California charter City and California municipal corporation ("City"), and [Associate
Counsel's Name], a [State incorporated in] corporation ("Associate Counsel"). City and
Associate Counsel are collectively referred to herein as the "Parties."
RECITALS
WHEREAS, the City, acting through its City Attorney, desires to engage Associate
Counsel, in association with the City Attorney, to assist the City Attorney in connection with
[insert case/project], and to provide advice and assistance in other legal matters from time to
time; and
WHEREAS, Associate Counsel possesses the skills, qualifications and experience
necessary to assist as Associate Counsel in said matters; and
WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney,"
is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the
interest of the City, its Council, officers, employees and agents, as provided for by California law
and the Charter and ordinances of the City.
NOW, THEREFORE, the Parties agree as follows:
1.0 Scope of Services.
Associate Counsel hereby is associated as Counsel of Record in
association with the City Attorney to perform such legal services as may be required from time
to time in connection with specific transactional matters and other legal matters as specified in
Exhibit "A", hereto. , of counsel to Associate Counsel, shall be
responsible for the performance of services hereunder, shall personally handle all significant
matters, and shall supervise any services performed by other members of Associate Counsel's
firm and by its employees. It is understood that the City Attorney is chief counsel of record for
all purposes, and Associate Counsel's performance hereunder shall be under the direction and
supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder
with the City Attorney to the extent required by said City Attorney, and that all performances
required hereunder by Associate Counsel shall be performed to the satisfaction of said City
Attorney.
2.0 Time of Performance and Term.
The services of Associate Counsel are to commence upon the signing
hereof ("Effective Date"), and the written assignment of particular matters, and shall be
undertaken and completed in such sequence as to assure their completion as expeditiously as
is consistent with professional skill and care. This Agreement shall terminate three years from
the Effective Date.
January 2013
3.0 Budgeting.
Associate Counsel handling specific City matters will be expected to
institute and to adhere to budgeting and planning procedures in the sole discretion of the City
Attorney. The general framework of the litigation budgeting and planning procedures is as
follows:
3.1 Budget:
3.1.1 Associate Counsel shall, if requested by the City Attorney, provide
a plan and a Budget, or revisions thereof, which will include a
projection of recommended steps to be taken in the assigned
matter and a range of costs for each step. The Plan and Budget
will be reviewed and updated as necessary, at least every twelve
months, or as more frequently requested by the City Attorney.
3.1.2 The budget shall include an estimate of the attorney's hours, fees
and disbursements during each phase and activity.
3.1.3 The budget should include the anticipated cost of each line item,
the time allotted to complete it and the professional level of the
person handling it.
3.1.4 Each line item should be given a code number that can be used in
the billing process and in preparation of updated progress reports.
3.1.5 The budget is not a fixed fee agreement and is subject to revision.
However, Associate Counsel understands and agrees that failure
to timely submit a budget or major unjustified deviations therefrom
may constitute a breach and result in termination of this
Agreement with Associate Counsel.
3.2 Plan.
3.2.1 In addition to the budget, Associate Counsel. shall prepare a plan,
at least every twelve months, or as more frequently requested.
The plan will start as an initial evaluation (before substantial costs
are incurred) and shall include, with a discussion: a) anticipated
total costs; b) the primary issues, and c) tasks toward completion.
3.2.2 The City Attorney shall be consulted by Associate Counsel
regarding the component parts of projects/cases handled so that
the City Attorney can determine, or secure a determination from
the City Council, as appropriate, tactics, strategy and whether a
particular activity makes sense from an economic standpoint or
can be done more economically in another fashion.
3.2.3 The City Attorney is to be consulted regarding staffing of litigation
and is to be advised of any significant shift in staffing.
January 2013
3.2.4 The City Attorney is to be provided with copies of any billing
manuals or directions for billing practices in use by Associate
Counsel within thirty (30) days of signing this Agreement.
4.0 Compensation. Reimbursement and Methods of Payments.
4.1 Compensation.
Associate Counsel has established rates for the City of Vernon which are
comparable to and do not exceed the best rates offered to other governmental entities in and
around Los Angeles County for the same services. Fees for all services provided hereunder by
all billers shall be charged in accordance with Exhibit "B", which is attached hereto and fully
incorporated herein by reference. Associate Counsel's total compensation in any one year of
this Contract shall not exceed the amount of $[insert amount], without prior approval of the City
Council and written amendment of this Contract. Associate Counsel's grand total, not -to -
exceed compensation for the three (3) years of this Contract shall not exceed the amount of
$[insert amountl, without prior approval of the City Council and written amendment of this
Contract.
4.2 Reimbursement.
In addition to the compensation provided above, the City will reimburse
Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15
cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and
ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel
expenses or travel time beyond Southern California) must be approved by the City Attorney in
writing. and in advance. No compensation shall be allowed for general overhead or support
services such as typing, word processing, secretarial time of any nature (normal, overflow or
overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files,
updating files, computer time or service, nor any other expense not itemized in the approved
Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on
outside services.
4.3 The City Attorney must approve in advance any single disbursement item
in excess of $500,00, including, but not limited to, investigators, copying and experts. Requests
for costs exceeding $500.00 shall contain a recommendation of alternative information services,
including use of City employees. Associate Counsel will use City Staff in lieu of outside experts
whenever feasible.
4.4 The City expects moderation with regard to all expenses.
4.5 Method of Billing.
Unless otherwise agreed, Associate Counsel shall provide monthly bills unless
charges for a particular month are insignificant. The following information must be provided in
monthly bills:
A. A detailed description of work, in time increments of .1 hour (one tenth of an
hour) for and by each and every individual billing services. Associate
Counsel shall keep the City advised regarding the identity and the billing
rates of those people who work on the litigation account.
4 January2013
B. Identification of the lawyer who is in charge of the matter.
C. Detailed disbursement breakdowns, including the nature and purpose of each
disbursement.
D. Each billing item will be separately stated on a separate line identifying the
biller, the time spent and the exact nature of the service rendered. Narrative
billing and block billing are unacceptable. For example, if numerous tasks
are undertaken in one day, each should be identified with a specified time for
performing that task, i.e, a telephone call, a court appearance, a meeting or
legal research. All tasks performed on the same day should be entered as
separate entries, identifying the time spent on each. Telephone conferences
should specify the participants and the subject matter discussed. The City
will not pay for vague descriptions for services which do not state the precise
nature of the work performed and the need for the work. Words such as
"research", "strategy", "analysis", "discovery", "conference", "preparation",
"case management", "memorandum", "correspondence", "telephone call" or
"meeting", without an explanation of (1) the specific topic or subject matter,
(2) the persons involved, and (3) the need therefor, do not allow
accountability and are therefore unreimbursable.
E. The City will not pay for interoffice conferences among attorneys/billers
unless a conference is a necessary strategy meeting relating to some
significant legal issue or event, such as an upcoming trial, and then only one
attorney may be billed. Where charges are made for conferences, the
specific reason and need for each conference must be stated in detail, and
the participants identified.
Where charges are made for research time, the specific issue being
researched and the need must be identified. City has retained Associate
Counsel for its expertise, and therefore expects not to be billed for
introductory or background research. The City will not pay for attorneys, law
clerks and paralegals educating themselves or doing work of a transient
nature on the case.
G. The City expects the attorney assigned to the case to handle all significant
matters in the case. If other attorneys are assigned to assist the primary
attorney, the City must be notified. The City may request that the assigned
work be instead handled by the primary attorney. Thus, only those attorneys
or persons approved in advance by the City may bill on the case. Resumes
will be provided for all persons (other than clerical or secretarial) working on
the case.
H. No more than two support staff may bill on a particular case without the prior
approval of the City.
One paralegal may be used. Assignment of work to such paralegal should
not result in duplicative work by the attorneys, or reworking of paralegal's
work. Paralegal shall not perform clerical work, such as filing, indexing, date-
5 January 2013
stamping, organizing, etc., but shall perform work such as research,
summarizing depositions, investigation, interviews of witnesses, etc.
J. Upon request, each item billed must be coded to a specific budget line item,
so a bill may be easily compared with the approved budget.
K. A tracking system must be set up to periodically, at least every six months,
compare the amount of work completed to a percentage of the budget
absorbed.
L. The City Attorney reserves the right to request various levels of detail and
specific formats (such as columnar comparisons with established budgets).
M. The City will not pay for more than one biller doing any task (e.g. two or more
attorneys attending the same depositions or the same court appearances, a
biller redoing the work of another biller, or duplicative entries for reviewing
and analyzing documentation and legal research).
N. Photocopies of deposition transcripts shall be made whenever possible to
reduce deposition expenses.
O. No finance charge or interest will be paid by the City, nor billed by Associate
Counsel.
4.6 Timing of Payment.
The City shall pay Associate Counsel for services rendered and costs
incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis.
5.0 Engagement of Other Counsel Specialists or Experts.
Associate Counsel shall not engage or otherwise incur an obligation to pay
other counsel, specialists or experts for services in connection with this Agreement without the
prior written approval of the City Attorney.
6.0 Termination of Agreement and Legal Services.
Subject to the applicable provisions of the Rules of Professional Conduct of
the State Bar of California, this Agreement and all legal services to be rendered hereunder may
be terminated at any time by written notice from either party with or without cause. In such
event, all finished or unfinished documents, project data and reports, both originals and all
duplicate copies, in all forms and media requested by the City, shall immediately be turned over
to the possession of City, which owns all such materials. In the event of such termination,
Associate Counsel shall be paid for all satisfactory work, unless such termination is made for
cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in
light of the particular facts and circumstances involved in such termination.
6 January 2013
7.0 Interest of Members of Local Public Agency.
No member of the governing body of the City, and no other officer, employee
or agent of the City who exercises any discretion, function or responsibility in connection with
the carrying out of any project to which this Agreement pertains, shall have any personal
interest, direct or indirect, in this Agreement.
8.0 Interest of Counsel.
Associate Counsel agrees to secure the informed written consent of the City
Attorney before accepting any representation adverse to the City (actual or apparent) during the
term of this Agreement, and to forego such representation if the City Attorney, in his sole
discretion, objects for any reason.
9.0 General Procedures.
9.1 Copies of major documents, correspondence and periodic status
reports shall be submitted to keep the City Attorney advised of any
major developments in the matter. Once the plan is approved, the
firm need not advise the City of each and every step being taken.
As long as the firm is complying with the plan, the firm should
provide periodic reviews and information on significant matters.
The City does not, however, want boilerplate routine letters
announcing each and every procedural step being taken.
9.2 All correspondence to the City shall reference the City Attorney
File Number.
10.0 Policy for Investigation and Discovery Assistance.
A copy of the City Attorney's Policy for Investigation and Discovery
Assistance is attached hereto as Exhibit "D" which is attached hereto and fully incorporated
herein by reference.
11.0. Conflict of Interest.
Associate Counsel certifies that no member, officer or employee of the
Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted
by law.
12.0 Maintenance and Inspection of Records.
12.1 The City and any other Federal, State or local governmental
agency, and any of their authorized auditors or representatives,
shall have access to, and the right to audit and reproduce any of
Associate Counsel's records to the extent the City or such other
governmental agency deems necessary to ensure that City is
paying only the amounts to which Associate Counsel is properly
entitled or for other purposes relating to the Agreement.
January 2013
12.2 Associate Counsel shall maintain and preserve all such records
for at least three (3) years after termination of the Agreement or
until an audit has been completed and accepted in writing by City.
Upon written notice by the City, the Associate Counsel shall
promptly make all such records available to auditors or other
representatives of the City or other governmental agencies.
12.3 If Associate Counsel does not maintain such records in the City of
Vernon, Associate Counsel shall either deliver said records at its
expense to Vernon or shall promptly reimburse City for all
reasonable costs incurred in conducting the audit at a location
other than the City of Vernon, including, but not limited to,
expenses for personnel, salaries, private auditors, lodging, meals
and overhead.
13.0 Indemnity.
13.1 Associate Counsel agrees to indemnify, hold harmless, release
and defend (even if the allegations are false, fraudulent or
groundless), to the maximum extent permitted by law, and
covenants not to sue, the City, its Council and each member
thereof, and its officers, employees, commission members and
representatives, from any and all liability, loss, suits, claims,
damages, costs, judgments and expenses (including attorney's
fees and costs of litigation) which in whole or in part result from, or
arise out of, or are claimed to result from or to arise out of, any
performance under this Agreement, or any acts, errors or
omissions (including, without limitation, professional negligence)
of Associate Counsel, its employers, representatives,
subcontractors, or agents in connection with the performance of
this Agreement.
13.2 This Agreement to indemnify includes, but is not limited to,
personal injury (including death at any time) and property or other
damage (including, but without limitation, contract or tort or patent,
copyright, trade secret or trademark infringement) sustained by
any person or persons (including, but not limited to, companies, or
corporations, Associate Counsel and its employees or agents, and
members of the general public).
14.0 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Associate Counsel, 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
8 January 2013
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, Associate Counsel 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 "E". Upon request, certified payroll shall be
provided to the City.
15.0 INSURANCE.
Associate Counsel shall, at its own expense, procure and maintain policies
of insurance of the types and in the amounts set forth below, for the duration of the Agreement,
including any extensions thereto.
15.1 Automobile Liability with minimum limits of at least
$100,000/300,000/500,000 if written on a personal automobile
liability form, for using a personal vehicle; or an amount of
$500,000 including owned, hired, and non -owned liability
coverage if written on a Commercial automobile liability form.
15.2 General Liability with minimum limits of at least $1,000,000
combined single limits written on an Insurance Services Office
(ISO) Comprehensive General Liability "occurrence" form or its
equivalent for coverage on an occurrence basis.
Premises/Operations and Personal Injury coverage is required.
The City of Vernon, its Council, commissioners, officers,
employees, agents and volunteers registered with the City of
Vernon must be endorsed on the policy as additional insureds as
respects liability arising out of the Associate Counsel's
performance of this Agreement.
15.3 Professional Errors and Omissions coverage in a sum of at least
$1,000,000. If a claims -made policy is obtained, a "tail" of at least
three years shall be purchased if non -renewed within three (3)
years of completion of performance under this Agreement.
Applicable aggregates must be identified and claims history
provided to determine amounts remaining under the aggregate.
15.4 Associate Counsel shall comply with the applicable sections of the
California Labor Code concerning workers' compensation for
injuries on the job. Compliance is accomplished in one of the
following manners:
15.4.1 Provide copy of permissive self-insurance
certificate approved by the State of California; or
15.4.2 Secure and maintain in force a policy of workers'
compensation insurance with statutory limits and
January 2013
Employer's Liability Insurance with a minimal limit
of $1,000,000 per accident. The policy shall be
endorsed to waive all rights of subrogation
against City, its Council, commissioners, officers,
employees, and volunteers for losses arising from
performance of this Agreement; or
15.4.3 Provide an insurance exemption form certifying
that no employees subject to workers'
compensation law will be used in performance of
this Agreement.
15.4.4 Each insurance policy included in this clause
shall be endorsed to state that coverage shall not
be canceled except after thirty (30) days' prior
written notice to City.
15.4.5 Insurance shall be placed with insurers with a
Best's rating of no less than B:VIII.
15.4.6 Prior to commencement of performance,
Associate Counsel shall furnish City with a
certificate of insurance for each policy. Each
certificate is to be signed by a person authorized
by that insurer to bind coverage on its behalf.
The certificate(s) must be in a form approved by
City. City may require complete, certified copies
of any or all policies at any time:
15.4.7 Failure to maintain required insurance at all times
shall constitute a default and material breach. In
such event, Associate Counsel shall immediately
notify City and cease all performance under this
Agreement until further directed by the City. In
the absence of satisfactory insurance coverage,
City may, at its option: (a) procure insurance with
collection rights for premiums, attorney's fees and
costs against Associate Counsel by way of set-off
or recoupment from sums due Associate
Counsel, at City's option; (b) immediately
terminate this Agreement; or (c) self insure the
risk, with all damages and costs incurred, by
judgment, settlement or otherwise, including
attorney's fees and costs, being collectible from
Associate Counsel, by way of set-off or
recoupment from any sums due Associate
Counsel.
10 January2013
16.0 Choice of Forum.
The parties hereby agree that this Agreement is to be enforced in
accordance with the laws of the State of California, is entered into and/or is to be performed in
the City of Vernon and that all claims or controversies arising out of or related to performance
under this Agreement shall. be submitted to and resolved in a forum within -the County of Los
Angeles at a place to be determined by the rules of the forum.
17.0 Incorporation by Reference.
This contract incorporates by reference the Request for Proposal and
specifications therein, and all attachments, and the Proposal by Associate Counsel, and all
attachments.
18.0 Order of Precedence.
In case of conflict between the terms of this Agreement and the terms in
any document attached as an exhibit or otherwise incorporated by reference, the terms of this
Agreement shall strictly prevail.
19.0 Equal Employment Opportunity Practices.
Associate Counsel certifies and represents that, during the performance
of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal
employment opportunity practices to assure that applicants, employees and recipients of service
are treated equally and are not discriminated against because of their race, religion, color,
national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital
status. Associate Counsel further certifies that it will not maintain any segregated facilities. The
Equal Employment Opportunity Practices provisions are set forth in Exhibit "C".
[Signatures Begin on Next Page].
11 January2013
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 [ASSOCIATE COUNSEL.], a [State
and California municipal corporation incorporated in] corporation
By:
By:
Mayor / Mayor Pro-Tem
Name:
Title:
ATTEST:
By:
Name:
Dana Reed, Interim City Clerk
Title:
APPROVED AS TO FORM:
Nicholas George Rodriguez,
City Attorney
12 January 2013
EXHIBIT A
SCOPE OF SERVICES
13 January 2013
EXHIBIT B
LAW FIRM
XXXXXXXXXXXXXXXX
Los Angeles, CA xxxxx
(900) xxx-xxxx
Nicholas George Rodriguez
City Attorney
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Plaintiff v. City of Vernon
City Attorney No.: 00000
Dear Mr. Rodriguez:
The following hourly fees are agreeable:
A) John Jones, Partner $xxx.00
B) John Roe, Associate xxx.00
C) One paralegal xx.00
Very truly yours,
xxxxxxxxxxxxxxxxxx
For the Firm
14 January 2013
EXHIBIT C
EQUAL EMPLOYMENT OPPORTUNITY EMPLOYMENT
PRACTICES PROVISIONS
A. Associate Counsel certifies and represents that, during the performance of this Agreement,
the contractor and each subcontractor shall adhere to equal opportunity employment
practices to assure that applicants and employees are treated equally and are not
discriminated against because of their race, religious creed, color, national origin, ancestry,
handicap, sex, or age. Contractor further certifies that it will not maintain any segregated
facilities.
B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants
for employment placed by or on behalf of Associate Counsel, state that it is an "Equal
Opportunity Employer" or that all qualified applicants will receive consideration for
employment without regard to their race, religious creed, color, national origin, ancestry,
handicap, sex or age.
C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has
not, in the performance of this Agreement, discriminated against applicants or employees
because of their membership in a protected class.
D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by
City, through its awarding authority, provide copies of all of its records pertaining or relating
to its employment practices, except to the extent such records or portions of such records
are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or
permit any act which is prohibited by law.
15 January 2013
EXHIBIT D
POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in
the defense of liability cases involving the City of Vernon or City employees. The objective is to
provide current and long-range investigative assistance and guidance on all liability cases.
Copies of the summons, complaint and claims investigation reports, if available, will be
forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.
2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further
investigative needs. The services of an investigating agency, approved by the City
Attorney, may be requested to assist AssociateCounsel in their investigation. The agency
is to furnish this office with copies of all its reports.
3. After receiving Associate Counsel's request, the investigating agency commences the
specified investigation and outlines its recommendations for additional investigation, but
does not commence such additional investigation until specifically requested by Associate
Counsel to do so.
4. In addition to investigation, the investigating agency assists with such discovery, needed
diagrams, photographs and other information as may be requested by Associate Counsel.
5. Associate Counsel is requested to review the claims investigation file sent with the
assignment of defense so as to preclude unnecessary or duplicate investigative expenses.
6. Copies of the Vernon Municipal Code and other City documents can be readily obtained
from the City Attorney's Office.
Attendance at mandatory settlement conferences will include only Associate Counsel and
an attorney from the City Attorney's Office. Neither the Claims Coordinator nor
investigators shall attend unless specifically requested to do so by this office.
16 January 2013
EXHIBIT E
LIVING WAGE PROVISIONS
Minimum Living Wages:
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.
17 , January 2013
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: February 11, 2013
TO: Rory Burnett, City Treasurer
Daniel Calleros, Police Chief
Kristen Enomoto, Assistant to the City Administrator
Carlos Fandino, Director of Light & Power
William Fox, Finance Director
Masami Higa, Assistant Finance Director .
David Kimes, Interim Fire Chief
Alex Kung, Assistant to the City Administrator
Joaquin Leon, Deputy City Treasurer
Leonard Grossberg, Director of Health & Environmental Control
Teresa McAllister, Director of Human Resources
Scott Porter, Deputy City Attorney
Dana Reed, Interim City Clerk
James Rodino, Police Captain
Nicholas Rodriguez, City Attorney
Mark Whitworth, City Administrator
Kevin Wilson, Director of Community Services & Water
FROM: Deborah Juarez; Records Management Assistant
RE: Resolution No. 2013-23— A Resolution of the. City. Council of the City of Vernon
Approving the General Form of Personal Service Contracts, Types of Insurance and
Indemnity, Purchase Order Contracts, Requests for Proposals and Attorney Services
Contracts
Transmitted herewith is a copy of Resolution No. 2013-23 referenced above, which was approved by City
Council on February 5, 2013.
Thank you.
Attachment
c: Purchasing Dept.
Resolution No. 2013-23
RECEIVE®
RECEIVED JAN 3 0 2013
JAN S`0 2013 CITY ADMINISTRATION
CITY CLERK'S OFFICE STAFF REPORT
CITY ATTORNEYS OFFICE M col
DATE: February 5, 2013
TO: Honorable Mayor and City Council
FROM: Nicholas George Rodriguez, City Attorney 1 �� t5
RE: Approval of the Form of Personal Services Contracts, Requests for Proposals,.
Purchase Order Contracts and Attorney Services Contracts Under the
Competitive Bidding and Purchasing Ordinance.
Recommendation
It is recommended that the City Council:
1. Find that approval of the forms of contract and of related documents in this staff
report is exempt under the California Environmental Quality Act (CEQA), in
accordance with Section 15061(b)(3), the general rule that CEQA only applies to
projects that may have an effect on the environment.
2. Adopt the attached Resolution approving the general form of personal services
contracts, purchase order contracts, request for proposals and attorney services
contracts. (A future Resolution will ask the City Council to approve the form of bid
specifications and competitive bidding documents.)
The Prouosed Form of Contracts and of Other Documents Presented to the City Council
Sunoort the Recommendations of the Good Governance Efforts
Senator Kevin De Leon's Critical Path Reforms and Independent Reform Monitor, John Van
De Kamp's Reports both made substantial and detailed recommendations for Vernon's procurement
practices. As the initial step in carrying out those recommendations, a Competitive Bidding and
Purchasing Ordinance, Ordinance No. 1200, amending Article IV of Chapter 2, Sections 2.17
through 2.31, was adopted to make necessary changes to the City's purchasing system.
The Ordinance established, among other things, an open and competitive process for service
and personal services contracts. The Resolution presented to City Council with this Staff Report will,
in turn, standardize a number of the contract and other documents used by Vernon in order to further
institutionalize the recommendations of Senator De Leon and Reform Monitor Van De Kamp in the
day to day work of Vernon. The form of documents presented will be the basis for the contracting
activity of the City of Vernon whether approved by City Council or approved by the City
Administrator according to the dollar thresholds established in the Competitive Bidding and
Purchasing Ordinance. This will provide a core of intelligible and commercially reasonable
documents for Vernon.
A further resolution will be brought forward in the near future with additional procurement
documents for City Council approval, specifically those documents related to competitive bidding.
Title and Summary of Documents to Be Approved by the Attached Resolution
All of the documents to be considered for approval are attached to the Resolution.
The documents are as follows:
1: Personal Services Contract. This is the model contract to be used for procuring
personal services for Vernon. It is based upon the model personal services contract which has
been in place for two decades in the City of Pasadena. The form of contract provides the same
framework and "boilerplate" for all of Vernon's services agreements. The general terms and
conditions establish that the service provider is an independent contractor (Section 9.1) and shift
liability to the service provider, to the maximum possible extent, through insurance and
indemnity provisions (Sections 9.14 and 9.15). As required by the good governance reforms,
there is a recital that the rates charge to Vernon do not exceed the rates charged to other
governmental entities (Section 5.1), a recital that, for services of a continuing nature, the contract
will not exceed a term of three years (Section 4.0), and a stated not to exceed, dollar amount for
the contract (Section 5.1). In addition, the model has an Equal Employment Opportunity
Practices Provision (Section 9.23) and a Living Wages and Prevailing Wages Provision (Section
9.22). The specific work, or deal points, of each contract will be defined by the terms of the
request for proposal, detailed specifications, the work program provided by the contractor, or
similar attachment. These terms, which will vary from contract to contract, will specify the
deliverables, time frame and basis for compensation.
2. Insurance and Indemnity Language Variations for use in Personal Services Contracts.
The standard provisions of the personal services contract shift liability, to the maximum extent
possible, to the contractor. This is the standard contract provision which will be in place in 95%
or more of Vernon's personal services contracts. There are exceptions to this practice, only
when either required by law, or when the shifting of liability is not commercially reasonable.
Different "types" of insurance and indemnity provisions have been developed, and will be used
only on approval of the City Administrator, based primarily on recommendation of the Finance
Department and the issuing Department. These are based upon provisions which have been in
place in the City of Pasadena for more than two decades:
Type I (City Transfers Risk to Contractor): This is the "default" provision which
is automatically in place unless approval is granted. It shifts all liability, in a commercially
reasonable fashion, to the Contractor. This provision should be used in 95% or more of service
contracts.
Type II (No Transfer of Risk): This provision does not transfer risk and provides
indemnity only as allocated by a court of law. Insurance is not required, except as to automobile
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liability and workers' compensation. An example of the type of contract in which this would be
used is one in which there is no work on site and no liability exposure to Vernon from the work.
Type III (Contractor Risk Transfers to City): This provision requires the City to
assume the risk of the Contractor. It would be used in those few situations where the Contractor
is acting .in the role of a City employee for a short period of time.
Type IV (Contractors Who Control City Property): This provision transfers risk
to a Contractor who is in control of City property and requires the Contractor to assume the risks
to the same level as if it were the owner of the property.
Type V (Design Professional Type Services): This provision complies with Civil
Code Section 2782.8, and applies to Engineers and all design professionals. Civil Code Section
2782.8, states the following, in pertinent part, "[indemnity provisions] that that purport to
indemnify, including the duty and the cost to defend, the public agency by a design professional
against liability for claims against the public agency, are unenforceable, except for claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
design professional."
3. Purchase Order Contract, Terms and Conditions. These are the model Purchase
Order Contract Terms and Conditions to be used, generally, for procurement of all services and
materials less than ($25,000). The form is based upon the model Purchase Order Contract which
has been in place for two decades in the City of Pasadena. The Purchase Order Contract, given
the small dollar amount; is suitable for procurement of limited amounts of goods and services
which have little to no public policy implication. The Purchase Order Contract will be issued
administratively by the. Department of Finance to a requisitioning Department for budgeted
purposes upon proof of compliance with the administrative rules and regulations approved by the
City Administrator. At times, it will be issued for amounts greater than $25,000, as an
administrative convenience, but only when the other requirements of the Competitive Bidding
and Purchasing Ordinance are met. Also included as an attachment to the Resolution are the
general form of documents provided to contractors to establish the basic level of insurance for
these transactions.
4. Request for Proposals. This is the model Request for Proposals to be used for
procuring services for Vernon under the Competitive Selection process. Competitive Selection
means awarding a contract based upon weighted selection factors which include qualifications
and price, where the award does not have to be to the lowest price proposer. The model Request
for Proposals is a hybrid, based upon the model used by the City of Vernon and the model which
has been in place for two decades in the City of Pasadena. As required by the good governance
reforms, there is a recital that the rates charge to Vernon do not exceed the rates charged to other
governmental entities (Section 5.B.2 and 6.F), a recital that, for services of a continuing nature,
the contract will not exceed a term of three years (Section 11), and a Living Wages and
Prevailing Wages Provision (Section 10). In addition, it incorporates by reference, the standard
terms and conditions of the personal services contract (Section 11) and thereby captures, again,
all of the provisions required by the Good Governance Reforms which are included in the
personal services contract.
5. Attorney Services (Litigation) Contract. This is the model contract to be used for
procuring Litigation Services for Vernon from outside law firms. It is based upon the model
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litigation attorney services contract which has been in place for two decades in the City of
Pasadena. As required by the good governance reforms, there is a recital that the rates charge to
Vernon do not exceed the rates charged to other governmental entities (Section 4.1), a recital
that, for services of a continuing nature, the contract will not exceed a term of three years
(Section 2.0), and a stated not to exceed amount for the contract (Section 4.1). In addition, it has
an Equal Employment Opportunity Practices Provision (Section 19.0 and Exhibit B) and a
Living Wages Provision (Section 18.0 and Exhibit D).
6. Attorney Services (Transactional) Contract. This is the model contract to be used for
procuring Transactional Services for Vernon from outside law firms. It is based upon the model
transactional attorney services contract which has been in place for two decades in the City of
Pasadena. As required by the good governance reforms, there is a recital that the rates charge to
Vernon do not exceed the rates charged to other governmental entities (Section 4.1), a recital
that, for services of a continuing nature, the contract will not exceed a term of three years
(Section 2.0), and a stated not to exceed amount for the contract (Section 4.1). In addition, it has
an Equal Employment Opportunity Practices Provision (Section 19.0 and Exhibit C) and a
Living Wages Provision (Section 18.0 and Exhibit E).
Fiscal Impact
There is no direct fiscal impact as a result of adopting the form of personal services contracts and
other documents. Standardizing documents and processes will create efficiencies that will work
to the financial benefit of Vernon over time.