HomeMy Public PortalAbout2016.050 (02-23-16)RESOLUTION NO. 2016.050
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD
AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH A TEMPORARY
STAFFING FIRM FOR TEMPORARY STAFFING SERVICES FOR A PUBLIC WORKS
ASSOCIATE NOT -TO- EXCEED AMOUNT OF $10,263 PER MONTH
WHEREAS, the Department of Public Works has the following position: Public
Works Associate; and
WHEREAS, this position is essential to the operation of Department of Public
Works (i.e. supervision of subordinate staff and the opportunity to delegate the day -to-
day functions and allow the Director to focus on the more complex and significant
issues); and
WHEREAS, the Public Works Associate position is vacant due to a recent
resignation; and
WHEREAS, Section 6- 3.13(a)(3) of the Lynwood Municipal Code authorizes the
City Council to dispense with formal bidding requirements by 4 /5ths vote, when the
services may be acquired more economically and efficiently through the use of an
alternate procedure.
NOW, THEREFORE the City Council of the City of Lynwood does hereby find,
determine, order and resolve as follows:
Section 1. That the City Council authorizes the Mayor to approve an agreement
for temporary staffing services with a staffing firm for temporary staffing services for a
Public Works Associate, with a not -to- exceed amount of $10,263 on month to month
basis, approved as to form by the City Attorney,
Section 2. That the modifications so ordered by this resolution shall become
effective immediately upon its adoption.
Section 3. The City Clerk shall certify to the adoption of this City Council
Resolution.
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PASSED, APPROVED AND ADOPTED THIS 23`d day of February, 2016.
ATTEST:
Maria Quinonez, City Clerk
APPROVED AS TO FORM:
David A. Garcia, bty Attorney
IL
Edwin Hernandez, �yo
J. Arnoldo Beltran, City Manager
APPROVED AS TO CONTENT:
Fla�dee #I. Sainz
Director of Human
Risk Management
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STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify
that the foregoing resolution was passed and adopted by the City Council of the City of
Lynwood at a regular meeting held on the 23`d day of February, 2016, and passed by
the following vote:
AYES: COUNCIL MEMBERS ALATORRE, SANTILLAN -BEAS, SOLACHE,
CASTRO AND MAYOR HERNANDEZ
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
Maria Quinonez, City Clerk
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of
the City Council of said City, do hereby certify that the above foregoing is a full, true and
correct copy of Resolution No. 2016.050 on file in my office and that said Resolution
was adopted on the date and by the vote therein stated. Dated this 23`d day of
February, 2016.
SERVICES AGREEMENT
This agreement ( "Agreement') is made as of March 7, 2016, by and between the City
of Lynwood, a California municipal corporation (the "City "), and Civil Source ( "Consultant').
City and Consultant are sometimes hereinafter individually referred to as a "Party" and
collectively referred to as the "Parties."
RECITALS
WHEREAS, City desires to utilize the services of Consultant as an independent
contractor to provide consulting services to City as set forth in the attached Exhibit A; and
WHEREAS, Consultant represents that it is fully qualified to perform such consulting
services by virtue of its experience and the training, education and expertise of its principals and
employees.
NOW, THEREFORE, in consideration of performance by the Parties of the covenants
and conditions herein contained, the Parties hereto agree as follows:
Consultant's Services.
A. Scope of Services. The nature and scope of the specific services to be performed by
Consultant are as described in Exhibit A.
B. Time of Performance. Consultant shall complete the specific services according to
the schedule of performance which is also set forth in Exhibit A.
2. Term of Agreement. This Agreement shall be for a term of 180 days, commencing on
February 23, 2016 or upon the issuance of the Notice to Proceed as issued by the Director of
Public Works /City Engineer, (the "Commencement Date ") and terminating 180 days months
afterwards, (the "Termination Date "), unless sooner terminated pursuant to the provisions of this
Agreement. On or before thirty (30) days prior to the Termination Date, Consultant and City
shall meet to discuss this Agreement and its possible extension and or modification. In the event
Parties do not enter into a new agreement prior to the Termination Date, this Agreement shall
continue on a month -to -month basis under the same terms for a period not to exceed three (3)
months following the Termination Date with payment not to exceed $15,000 and applies to any
extension of the existing contract. If the Parties execute no new agreement by the end of the
three -month period following the Termination Date, this Agreement shall terminate at the end of
such three -month period.
3. Compensation.
A. City agrees to compensate Consultant for services under this Agreement in
compliance with the schedule set forth in Exhibit A. Payment will be made only after
submission of proper monthly invoices in the form and manner specified by City. Each invoice
shall include a breakdown of all monthly services performed together with the hours spent on
each service. City shall endeavor to pay invoices bearing correct and authorized charges
within thirty (30) days of the date they are received; however, Consultant acknowledges and
agrees that due to City warrant run procedures, the City cannot guarantee that payment will
occur within this time period. City shall not be responsible to Consultant for any additional
charges, interest or penalties due to a failure to pay within such period.
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B. Total payment to Consultant for the design of streets pursuant to this Agreement
shall not exceed TWO HUNDRED SIXTY FIVE THOUSAND NINE HUNDRED TWENTY
($265,920), which shall be payable as set forth in the Compensation Schedule in the attached
Exhibit A.
C. If at the request of the City, Consultant is required to incur out of pocket expenses
(including but not limited to, out -of -town travel and lodging) which are above and beyond the
ordinary expenses associated with performance of this Agreement, Consultant shall be entitled
to reimbursement of such expenses only if approved in advance in writing by the City Manager
or designee. Consultant shall only be reimbursed for those expenses which: (i) appear on
Consultant's monthly invoices; (ii) are accompanied by a copy of the City's written authorization
for Consultant to incur such expenses; and (iii) receipts documenting such expenses.
4. General Terms and Conditions. The General Terms and Conditions set forth in
Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency
between the General Terms and Conditions and any other exhibit to this Agreement, the
General Terms and Conditions shall control unless it is clear from the context that both Parties
intend the provisions of the other exhibit(s) to control.
5. Addresses.
City of Lynwood
City of Lynwood
11330 Bullis Road
Lynwood, CA 90262
Attn: Director of Public Works /City Engineer
Consultant
Sid Mousavi, CEO
1815 E. Heim Avenue, Suite 100
Orange, CA 92865
6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated
and made part of this Agreement by this reference.
Exhibit A — Scope of Services and Design Services Approach "Appendix A" (Two (2)
pages); Civil Source. Fee Proposal and Compensation Schedule (One (1) page)
Exhibit B — General Terms and Conditions (Six (6) pages)
SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates
written below.
CITY OF LYNWOOD
J
Jose Luis Solache, Mayor Date
ATTEST
By:
Maria Quinones
City Clerk
APPROVED AS TO FORM:
By:
David A. Garcia, City Attorney
CONSULTANT
M
Date
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EXHIBIT A
SCOPE OF SERVICES
EXHIBIT B
GENERAL TERMS AND CONDITIONS
Status as Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent
contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of
City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have
control over the conduct of Consultant or any of Consultant's employees, except as set forth in
this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of
its agents or employees are in any manner agents or employees of City.
B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this
Agreement, and to indemnify and hold City harmless from any and all taxes, assessments,
penalties, and interest asserted against City by reason of the independent contractor
relationship created by this Agreement. In the event that City is audited by any Federal or State
agency regarding the independent contractor status of Consultant and the audit in any way fails
to sustain the validity of a wholly independent contractor relationship between City and
Consultant, then Consultant agrees to reimburse City for all costs, including accounting and
attorney's fees, arising out of such audit and any appeals relating thereto.
C. Consultant shall fully comply with the workers' compensation law regarding
Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City
harmless from any failure of Consultant to comply with applicable worker's compensation laws.
City shall have the right to offset against the amount of any fees due to Consultant under this
Agreement any amount due to City from Consultant as a result of Consultant's failure to
promptly pay to City any reimbursement or indemnification arising under this Section 1.
2. Standard of Performance.
A. Consultant shall perform all work to the highest professional standards and in a
manner reasonably satisfactory to the City Manager or his /her designee. The City Manager or
his /her designee may from time to time assign additional or different tasks or services to
Consultant, provided such tasks are within the scope of services described in Exhibit A.
However, no additional or different tasks or services shall be performed by Consultant other
than those specified in Exhibit A, or those so assigned in writing to Consultant by the City
Manager or his /her designee.
B. The City shall, until further notice to Consultant, administer this Agreement and
provide for immediate supervision of Consultant with respect to the services to be provided
hereunder.
3. Indemnification.
A. Consultant is skilled in the professional calling necessary to perform the services and
duties agreed to be performed under this Agreement, and City is relying upon the skill and
knowledge of Consultant to perform said services and duties.
B. City and its respective elected and appointed boards, officials, officers, agents,
employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability
to Consultant or any other person for, and Consultant shall indemnify, defend, protect and
hold harmless Indemnitees from and against, any and all liabilities, claims, actions, causes of
action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of
whatever nature, including reasonable attorneys' fees and disbursements (collectively
"Claims "), which Indemnitees may suffer or incur or to which Indemnitees may become
subject by reason of or arising out of any injury to or death of any person(s), damage to
property, loss of use of property, economic loss or other loss occurring as a result of or
allegedly caused by the Consultant's performance of or failure to perform any services under
this Agreement or by the negligent or willful acts or omissions of Consultant, its agents,
officers, directors, subcontractors, subconsultants or employees, committed in performing
any of the services under this Agreement. Notwithstanding the foregoing, the provisions of
this subsection shall not apply to Claims occurring as a result of the City's sole negligence or
willful acts or omissions.
C. Consultant agrees to obtain executed indemnity agreements with provisions
identical to those set forth in this Section from each -and every subcontractor, subconsultant
or any other person or entity involved by, for, with or on behalf of Consultant in the
performance of this Agreement. In the event Consultant fails to obtain such indemnity
obligations from others as required in this Section, Consultant agrees to be fully responsible
according to the terms of this Section. Failure of the City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a waiver of
any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth
herein shall survive the termination of this Agreement for a period of four years and is in
addition to any rights which City may have under the law. This indemnity is effective without
reference to the existence of any insurance coverages which may have been required under
this Agreement or any additional insured endorsements which may extend to City.
D. Consultant represents to the City, and City relies on Consultant's
representations, that Consultant shall serve solely in the capacity of an independent
contractor to the City. Neither the City nor any of its agents will have control over the
conduct of the Consultant or any of the Consultant's employees, except as otherwise
set forth in the Agreement. The Consultant may not, at any time or in any manner,
represent that it or any of its agents or employees are in any manner agents or
employees of the City. The City has no duty, obligation, or responsibility to the
Consultant's agents or employees, including the Affordable Care Act coverage
requirements. The Consultant is solely responsible for any tax penalties associated
with the failure to offer affordable coverage to its agents and employees under the
Affordable Care Act with respect to the Consultant's agents and employees.
Consultant warrants and represents that the City will not responsible and will not be
held liable for issues related to the Consultant's status as an independent contract,
including Contractor's failure to comply with the Contractor's duties, obligations, and
responsibilities under the Affordable Care Act. The Consultant agrees to defend,
indemnify, and hold the City harmless for any and all taxes, claims, and penalties
against the City related to the Consultant's obligations under the Affordable Care Act
4. Insurance.
A. Without limiting Consultant's indemnification of Indemnitees pursuant to Section 3
of this Agreement, Consultant shall obtain and provide and maintain at its own expense
during the term of this Agreement the types and amounts of insurance as described below:
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(i) Commercial General Liability Insurance using Insurance Services Office
Commercial General Liability form CG 00 01 or the exact equivalent. Defense costs
must be paid in addition to limits. There shall be no cross liability exclusion for claims
or suits by one insured against another. Limits shall be no less than $1,000,000 per
occurrence for all covered losses and no less than $2,000,000 general aggregate.
(ii) Business Auto Coverage on ISO Business Auto Coverage form CA 00 01
including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than
1,000,000 per accident, combined single limit. If consultant owns no vehicles, this
requirement may be satisfied by a non -owned auto endorsement to the general liability
policy described in the preceding subsection. If Consultant or Consultant's employees
will use personal autos in any way on this project, Consultant shall provide evidence of
personal auto liability coverage for each such person.
(iii) Workers' Compensation insurance on a state approved policy form providing
statutory benefits as required by law with employer's liability limits no less than
$1,000,000 per accident for all covered losses.
(iv) Professional Liability or Errors and Omissions Insurance as appropriate to the
profession, written on a policy form coverage specifically designed to protect against
acts, errors or omissions of the consultant and "Covered Professional Services" as
designated in the policy must specifically include work performed under this Agreement.
The policy limit shall be not less than $1,000,000 per claim and in the aggregate. The
policy must "pay on behalf of the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective
date of this Agreement.
B. City, its officers, officials, employees and volunteers shall be named as additional
insureds on the policy(ies) as to commercial general liability and automotive liability.
C. All insurance procured pursuant to these requirements shall be written by insurers
that are admitted carriers in the state of California with a Best's rating of no less than ANIL
D. All insurance policies shall provide that the insurance coverage shall not be non -
renewed, canceled, reduced, or otherwise modified (except through the addition of additional
insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty
(30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to
City via certified mail, return receipt requested, addressed to "Risk Manager," City of
Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Consultant agrees that it will not
cancel, reduce or otherwise modify said insurance coverage.
E. Consultant shall submit to City (i) insurance certificates indicating compliance with
the minimum workers compensation insurance requirements above, and (ii) insurance policy
endorsements indicating compliance with all other minimum insurance requirements above, not
less that one (1) day prior to beginning of performance under this Agreement. Endorsements
shall be executed on City's appropriate standard forms entitled "Additional Insured
Endorsement ".
F. The Consultant's insurance shall be primary as respects the City, its officers,
officials, employees and volunteers. Any insurance or self- insurance maintained by the City,
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its officers, officials, employees and volunteers shall be excess of the Consultant's insurance
and shall not contribute with it.
G. Consultant agrees that if it does not keep the aforesaid insurance in full force and
effect, and such insurance is available at a reasonable cost, City may take out the necessary
insurance and pay the premium thereon, and the repayment thereof shall be deemed an
obligation of Consultant and the cost of such insurance may be deducted, at the option of City,
from payments due Consultant.
5. Confidentiality. Consultant in the course of its duties may have access to confidential
data of City, private individuals, or employees of the City. Consultant covenants that all data,
documents, discussion, or other information developed or received by Consultant or provided
for performance of this Agreement are deemed confidential and shall not be disclosed by
Consultant without written authorization by City. City shall grant such authorization if disclosure
is required by law. All City data shall be returned to City upon the termination of this Agreement.
Consultant's covenant under this section shall survive the termination of this Agreement.
6. Ownership of Work Product. All reports, documents or other written material
developed by Consultant in the performance of this Agreement shall be and remain the property
of City without restriction or limitation upon its use or dissemination by City. Such material shall
not be the subject of a copyright application by Consultant.
7. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which may be affected by the services to be performed by Consultant
under this Agreement, or which would conflict in any manner with the performance of its
services hereunder. Consultant further covenants that, in performance of this Agreement, no
person having any such interest shall be employed by it. Furthermore, Consultant shall avoid
the appearance of having any interest which would conflict in any manner with the performance
of its services pursuant to this Agreement.
B. Consultant covenants not to give or receive, or promise to give or receive, any
compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a
result of the performance of this Agreement, or the services that may be procured by the City as
a result of the recommendations made by Consultant. Consultant's covenant under this section
shall survive the termination of this Agreement for a period of one year.
B. Termination. City may terminate this Agreement with or without cause upon thirty (30)
days' written notice to Consultant. The effective date of termination shall be upon the date
specified in the notice of termination. Consultant agrees that in the event of such termination,
City's obligation to pay Consultant shall be limited to payment only for those services
satisfactorily rendered prior to the effective date of termination. Immediately upon receiving
written notice of termination, Consultant shall discontinue performing services, preserve the
product of the services, and turn over to City the product of the services in accordance with
written instruction of City.
9. Personnel. Consultant represents that it has, or will secure at its own expense, all
personnel required to perform the services under this Agreement. All of the services required
under this Agreement will be performed by Consultant or under its supervision, and all
personnel engaged in the work shall be qualified to perform such services. Consultant reserves
the right to determine the assignment of its own employees to the performance of Consultant's
services under this Agreement, but City reserves the right, for good cause, to require Consultant
to exclude any employee from performing services on City's premises.
10. Financial Condition. Prior to entering into this Agreement, Consultant has submitted
documentation acceptable to the City Manager or his designee, establishing that it is financially
solvent, such that it can reasonably be expected to perform the services required by this
Agreement. Within thirty (30) days of the first anniversary of the effective date of this
Agreement, and each year thereafter throughout the term of this Agreement, Consultant shall
submit such financial information as may be appropriate to establish to the satisfaction of the
City City Manager or his designee that Consultant is in at least as sound a financial position as
was the case prior to entering into this Agreement. Financial information submitted to the City
City Manager or his designee shall be returned to Consultant after review and shall not be
retained by City.
11. Non - Discrimination and Equal Employment Opportunity
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status,
national origin, ancestry, age, physical or mental handicap, medical condition, or sexual
orientation, in the performance of its services and duties pursuant to this Agreement, and will
comply with all rules and regulations of City relating thereto. Such nondiscrimination shall
include but not be limited to the following: employment, upgrading, demotion, transfers,
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.
B. Consultant will, in all solicitations or advertisements for employees placed by or on
behalf of Consultant state either that it is an equal opportunity employer or that all qualified
applicants will receive consideration for employment without regard to race, color, creed,
religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation.
C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for
any work covered by this Agreement except contracts or subcontracts for standard commercial
supplies or raw materials.
12. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor
the performance of any of Consultant's obligations hereunder, without the prior written consent
of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or
obligations arising hereunder shall be void and of no effect.
13. Performance Evaluation. For any Agreement in effect for twelve months or longer, a
written annual administrative performance evaluation shall be required within ninety (90) days of
the first anniversary of the effective date of this Agreement, and each year thereafter throughout
the term of this Agreement. The work product required by this Agreement shall be utilized as
the basis for review, and any comments or complaints received by City during the review period,
either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing
the written report. If any noncompliance with the Agreement is found, City may direct
Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as
provided herein.
14. Compliance with Laws. Consultant shall keep itself informed of State, Federal and
Local laws, ordinances, codes and regulations which in any manner affect those employed by it
or in any way affect the performance of its service pursuant to this Agreement. The Consultant
shall at all times comply with such laws, ordinances, codes and regulations. Without limiting
the generality of the foregoing, if Consultant is an out -of -state corporation or LLC, it must be
qualified or registered to do business in the state of California pursuant to sections 2105 and
17451 of California Corporations Code. The City, its officers and employees shall not be liable
at law or in equity occasioned by failure of Consultant to comply with this Section.
15. Licenses. At all times during the term of this Agreement, Consultant shall have in full
force and effect all licenses (including a City business license) required of it by law for
performance of the services hereunder.
16. Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or
more of the conditions of performance under this Agreement shall not be a waiver of any other
condition of performance under this Agreement. In no event shall the making by City of any
payment to Consultant constitute or be construed as a waiver by City of any breach of covenant,
or any default which may then exist on the part of Consultant, and the making of any such
payment by City shall in no way impair or prejudice any right or remedy available to City with
regard to such breach or default.
17. Attorney's Fees. In the event that either party to this Agreement shall commence any
legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement,
the prevailing party in such action or proceeding shall be entitled to recover its costs of suit,
including reasonable attorney's fees and costs, including costs of expert witnesses and
consultants.
18. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be
deemed received on (a) the day of delivery if delivered by hand during Consultant's regular
business hours or by facsimile before or during Consultant's regular business hours; or (b) on
the third business day following deposit in the United States mail, postage prepaid, to the
addresses heretofore set forth in the Agreement, or to such other addresses as the Parties may,
from time to time, designate in writing pursuant to the provisions of this section.
19. Governing Law. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of California.
20. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be the original, and all of which together shall constitute one and
the same instrument.
21. Severability. If any provision or any part of any provision of this Agreement is found
to be invalid or unenforceable, the balance of this Agreement shall remain in full force and
effect.
22. Entire Agreement. This Agreement, and any other documents incorporated herein by
specific reference, represents the entire and integrated agreement between Consultant and
City. This Agreement supersedes all prior oral or written negotiations, representations or
agreements. This Agreement may not be amended, nor any provision or breach hereof waived,
except in a writing signed by the Parties which expressly refers to this Agreement.
Amendments on behalf of the City will only be valid if signed by the appropriate officer of the
City as set forth in subsection 6 -3.1 et seq. of the Lynwood Municipal Code and attested by the
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City Clerk.
23. Authority. The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he /she has the authority to execute this Agreement on behalf of
the Consultant and has the authority to bind Consultant to the performance of its obligations
hereunder.
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