HomeMy WebLinkAboutCC AG PKT 2010-07-12 #TAGENDA STAFF REPORT
DATE: July 12, 2010
TO: Honorable Mayor and City Council
THRU: David Carmany, City Manager
FROM: Sean P. Crumby P.E., Director of Public Works
SUBJECT: APPROVE REQUEST FOR PROPOSAL FOR ORANGE
COUNTY FLOOD CONTROL WATER MAIN
SUMMARY OF REQUEST:
Approve the request for proposal (RFP) for the Orange County Flood Control
Water Main and authorize staff to solicit for proposals.
BACKGROUND:
The City of Seal Beach operates a domestic water system serving residents
within the City. One general principle of water systems are that the network is
designed into a series of loops. If a water main break occurs in any location
valves can be closed on both sides of the break and the remainder of the loop
will serve water. This way residents will not experience extended water outages.
The City of Seal Beach has two lines that run north -south between Adolfo Lopez
Drive and Westminster Avenue creating this loop. The first line lies within Seal
Beach Boulevard and the second lies within a Heilman property easement that
runs along the eastern edge of the San Gabriel River.
In 2008, the County of Orange began construction of the Los Alamitos Storm
Drain pump station south of Westminster Avenue behind the Island Village
community. This regional storm drain pump station pumps storm water from the
Bolsa Chica flood control channel into the San Gabriel River. Construction of this
storm drain pump station necessitated abandonment of the water mains that lies
within the Hellman Easement forming the loop between Adolfo Lopez Drive and
Westminster Avenue.
This project seeks to design an 12 -inch water main extending from the end of the
Adolfo Lopez Drive to tie into the end of the existing water main that was
abandoned. The City of Seal Beach has completed the entitlement process
securing a City easement for said water line.
Agenda Item T
Page 2
Staff has prepared a Request for Proposal (RFP) for the solicitation of proposals
from qualified companies. It is anticipated that the most qualified proposal will be
brought forward to the City Council for approval in September in 2010.
FINANCIAL IMPACT:
The 09/10 -10/11 Budget allocated $500,000 for WT0901 New 12" Water Line on
OC Flood Control. Detailed budget information will be presented with the award
of professional services.
RECOMMENDATION:
It is recommended City Council approve the request for proposal (RFP) for the
Orange County Flood Control Water Main and authorize staff to solicit for
proposals.
SUBMITTED BY:
Sean P. Crumby P.E.,
Director of Public Works
NOTED AND APPROVED:
David Car ny, City Manager
Prepared by: Michael Ho, City Engineer
Attachment
A. Request for Proposal
REQUEST FOR PROPOSALS (RFP)
FOR
ORANGE COUNTY FLOOD CONTROL
12 -INCH WATER MAIN
RFP response deadline: 10:00 a.m. on Tuesday, August 10, 2010
City of Seal Beach, City Hall
211 - 8th Street
Seal Beach CA 90740
Department of Public Works
2nd Floor
Attn: Michael Ho
City Engineer
Approved for advertising:
Sean Crumby, P.E.
Director of Public Works
Date Issued: July 13, 2010
DEPARTMENT OF PUBLIC WORKS
TABLE OF CONTENTS
City of Seal Beach
SECTION I ....................... ............................... ........................GENERAL INFORMATION
SECTION II ............................................. ............................... PROJECT BACKGROUND
SECTION III ............... ............................... PROPOSAL SUBMISSION REQUIREMENTS
SECTION IV ................................................. ............................... SCOPE OF SERVICES
SECTION V ............................................ ............................... PROGRESS SUBMITTALS
SECTION VI ................................................. ............................... SELECTION CRITERIA
SECTION VII ............................................... ............................... SELECTION PROCESS
SECTION VIII ........................................... ............................... SUBMISSION DEADLINE
SECTION IX .......... ............................... REQUESTS FOR ADDITIONAL INFORMATION
SECTION X ............... ............................... ......................INSURANCE REQUIREMENTS
APPENDICIES
EXHIBIT A — Map of Area and proposed Water Main location
EXHIBIT A — Letter of Acceptance
EXHIBIT B — City Contract
Page 1 of 8
DEPARTMENT OF PUBLIC WORKS City of Seal Beach
I. GENERAL INFORMATION
The City of Seal Beach is requesting proposals to provide qualified professional
engineering services. Proposals must conform to the requirements of this Request for
Proposal (RFP), and must be submitted in a sealed envelope, to the Department of
Public Works no later than 10:00 a.m., on Tuesday August 10, 2010. The City reserves
the right to waive any irregularity in any proposal, or to reject any proposal that does not
comply with this RFP. The City will select the qualified firm and /or consultant.
The successful applicant will be required to enter into an agreement with the City, which
will include the requirements of this RFP as well as other requirements to be specified
at a later date. By submitting a proposal, the applicant agrees to all of the terms of this
RFP and Agreement.
Any modifications made to this RFP by the City will be made in the form of a written
addendum. No verbal modifications will be made. Modifications will be sent to all
proposers.
II. PROJECT BACKGROUND
The City of Seal Beach currently operates and maintains a domestic water service
system that serves the resident of Seal Beach. This network of water system serves
approximately 24,000 residents. The Department of Public Works desires to construct
1800 lineal feet of 12" water main.
This water main will extend from Adolfo Lopez Drive through a utility easement westerly
to an existing water main.
Below is the list of task the required for this project:
Task 1: Project Initiation and Progress Meetings - Project initiation will include
verifying the City's design intent, and review of the City's standard plans and
design criteria. This task will also include the attendance of two meetings (two
progress meetings).
Task 2: Utility Coordination - To perform thorough utility research within Adolfo
Lopez Drive to establish the precise location of all utilities based on the latest
available records. Utility coordination shall be conducted with the City of Seal
Beach and all impacted agencies prior to developing final alignment. It is
assumed potholing will not be conducted during the design phase.
Task 3: Survey - To provide field topographical survey work for the portion of the
waterline in Adolfo Lopez Drive to the Los Alamitos Pump Station property line.
The survey will identify all surface features such as manholes, median islands,
curb and gutter, sidewalk, right of way, and utility appurtenances. Existing street
Page 2of8
DEPARTMENT OF PUBLIC WORKS
City of Seal Beach
right of way and property corners will be identified using existing as -built records.
To data process all topography in a City compatible AutoCAD format.
Task 4: Design Drawings — To prepare plan and profile drawings for the 12"
water line. It is assumed that the drawings will be prepared as a stand alone plan
set. The plans will utilize a standard City of Seal Beach border and adhere to
CAD standards. Prior to the preparation of the first plan submittal, a progress
meeting will be held to confirm the alignment and design criteria for the waterline.
Plans will be prepared in the AutoCAD platform and in English units. The plan
view will be prepared at 1"=40' scale and the profile prepared at 1"=4'. It is
assumed that the plan set will require the following sheets:
T1 - Title Sheet, Index Map
G1 - General Notes, Construction Notes, Benchmark
P1 - Plan and Profile
P2 - Plan and Profile
P3 - Plan and Profile
D1 - Details
Plans will be submitted to the City at the 90% and 100% completion stage. All
comments will be addressed and responses returned to the City upon the
subsequent review. Once approved, final plans will be plotted on mylar and
delivered to the City for signature
Task 5: Prepare Technical Specifications — To prepare the bid schedule and
technical specifications for the project. The technical specifications will be
prepared in the CSI format (Division 2 through 17). The technical specifications
will be submitted to the District for review along with the 90% and 100%
submittals. One set of loose leaf specifications will be delivered to the bidding
agency for incorporation into the contract bid documents.
Task 6: Prepare Estimate of Probable Construction Cost — To prepare an
estimate of the probable construction cost. The cost estimate will be submitted
for review along with the 90% and 100% submittals.
Task 7: Environmental Permitting — To prepare all materials, applications,
supporting documentation necessary for (a) processing all environmental
permitting (e.g., compliance with CEQA and NEPA, if applicable); and (b)
obtaining a California Coastal Development Permit. Consultant will: (a) review all
applications; (b) submit all applications; (c) address any comments received; and
(d) perform all necessary follow -up until all permits have been issued.
Task 8: Bid Support and Construction Support — To provide bidding support
to the City which will include attendance at the pre -bid meeting and the
preparation of one bid addendum. To provide construction support to the City
throughout construction.
Page 3 of 8
DEPARTMENT OF PUBLIC WORKS
City of Seal Beach
Support will include the attendance at the preconstruction meeting, review of
shop drawings and RFIs, two site visits, and the preparation of record drawings.
Scope Assumptions
1. Traffic control plan preparation is not required. The construction contractor
will employ the WATCH manual practices during construction.
2. Front end contract documents will be provided by the City.
3. Potholing will not be conducted during the design phase.
4. A geotechnical investigation will not be performed during design. The
geotechnical report from the Los Alamitos Pump Station project will be used
as a reference during design, but not be part of the Contract Documents.
5. The City already has an easement for the pipeline and no additional
easement acquisition will be necessary.
HI. PROPOSAL SUBMISSION REQUIREMENTS
The Department has established requirements for proposal format. Proposals shall be
submitted in a reusable three ring binder. All pages shall be duplex copied.
Four copies of the proposal must be submitted containing the following
elements
1. Cover Letter.
2. Firm Structure and History, including the firm's experience managing projects similar
in magnitude and scope, key personnel and structure (org chart), credentials,
background, and ownership of the firm. Include the firm's previous experience with
management of storm drain improvement projects.
3. Key personnel: List qualifications of personnel with resumes and a breakdown of
responsibilities. The project manager of the firm, who will be responsible for
planning, coordinating, and conducting a majority of the work, must be identified and
committed to the project. The City must approve changes to key personnel
committed to work on the project after the contract is awarded.
4. A brief narrative describing activities and the proposed approach to ensure timely
completion of the project.
5. A client reference list from previous projects of similar scope and magnitude. The list
should include key personnel contacts and their positions within the agency.
6. A disclosure of all personal, professional or financial relationships with any officer or
employee of the City
7. Company Fee Schedule included with the submittal but in a separate, sealed
envelope. The proposal shall include the following:
• Project cost proposal submitted in a separate, sealed envelope.
• A table indicating the anticipated staff hours dedicated to perform each of the
tasks to complete the project.
Page 4of8
DEPARTMENT OF PUBLIC WORKS City of Seal Beach
IV. SCOPE OF SERVICES
The Applicant shall be responsible for providing complete design services for the project
in accordance with the City of Seal Beach Standards, Standard Specifications for Public
Works Construction (latest edition, including supplements), Standard Plans for Public
Works Construction, the County of Orange RDMD Standard Plans, the current Caltrans
ADA requirements, and the current Watch Manual. Services shall include the following
as a minimum:
1. Provide a design schedule showing dates and duration of start and completion
for each task.
2. Provide design surveys (including topography and cross sections) necessary to
complete the designs using NAD 83 datum.
3. Provide substructure investigation, including coordinating pothole efforts by utility
companies — prepare and distribute first and second utility notices, and handle
responses to each notice. All utility facilities shall be shown on the plans.
4. Provide coordination of plan review, utility adjustment, and plan approval by utility
companies and other agencies.
5. Provide stamped and signed construction drawings needed to construct the
project on 24" x 36" mylar sheets. The drawing set shall include a Title sheet,
Details sheet, and Plan- and - profile sheets. A construction traffic control plan is
not required.
6. Prepare complete contract documents using the City's template documents,
including special provisions, Federal and State requirements (ADA truncated
dome ramps) where applicable, quantities, bid proposal, and Engineer's
Estimate.
7. Submit all drawings in AutoCAD 2000 (Or more current) ".dwg" file format on CD.
All written contract documents shall be prepared in conformance with the City's
latest adopted version of Microsoft Word and Excel software.
8. Prepare and submit all bid item quantity estimates per the Director of Public Works.
V. PROGRESS SUBMITTALS
Progress submittals and /or meetings will be required prior to execution of the contract
documents. Milestone submittals are:
A. Preliminary layout. Applicant shall, at a minimum, submit preliminary plan view
of project to confirm layout.
Page 5of8
DEPARTMENT OF PUBLIC WORKS
City of Seal Beach
B. 70 percent design review. Applicant shall, as a minimum, submit preliminary title
sheet, base plan, and profile sheets, sketches of details and sections, and
preliminary quantities and cost estimates
C. 90 percent design review. Applicant shall, as a minimum, submit final plans,
completed specifications, and final quantities and cost estimates. All 70
percent design review comments shall be addressed at this time.
D. Final approval review. Applicant shall submit final plans, specifications, and
revised final quantities and cost estimates. All 90 percent design review
comments shall be addressed at this time.
E. Approval of plans. Applicant shall submit mylar original drawings and original
contract specifications.
The Applicant is responsible for addressing all plan review comments at each of the
formal submittals as well as informal coordination throughout the plan preparation
process. The City anticipates a period of two weeks for plan review of the 70 percent
and 90 percent submittals. The City will require a review meeting at the time of each
submittal as a minimum, and other meetings may be required.
SECTION VI. SELECTION CRITERIA
The proposals will be evaluated on the following factors, but may not be limited to just
these factors:
Staffing Capabilities / Technical Competence
Extensive knowledge and background with design of Water Facilities within Orange
County. Applicant shall demonstrate proven expertise with hydrology and water quality.
Past Performance Record
Experience in work of similar complexity and scale. Efficiency and timeliness in
completion of program requirements. Experience in dealing with regulatory agencies.
Approach to Work
Methodology to be implemented to address and coordinate the various elements within
the program.
Cost Control
Demonstrated ability to provide innovative and reliable solutions.
Page 6of8
DEPARTMENT OF PUBLIC WORKS City of Seal Beach
SECTION VII. SELECTION PROCESS
Selection of the consultant will be made in accordance with the provision of Chapter 10
of the California Government Code, Sections 4526 and 4529.5. Stating that selection of
professional services is made on the basis of competence and qualifications without
regard to fee. The fee will be opened and evaluated after selection of the consultant is
complete.
Each RFP will be reviewed to determine if it meets the submittal requirements contained
within this RFP. Failure to meet the requirements of the RFP will be cause for rejection
of the proposal. The City may reject any proposal if it is conditional, incomplete or
contains irregularities. The City may waive an immaterial deviation in a proposal, but
this shall in no way modify the proposal document or excuse the applicant from
compliance with the contract requirements if the applicant is awarded a contract.
Proposals that meet the criteria of this RFP will be reviewed by a panel. The
Department may conduct oral interviews. The selected firm(s) will be notified, in
advance, of the time and place for the oral interviews. Applicants will also be advised of
additional information, if any, to be submitted at the oral interviews. Failure to appear at
the interview will be considered non - responsive and the firm will be eliminated from any
further consideration. Upon completion of the oral interviews, the City of Seal Beach
will select the top ranked applicant deemed to be the most qualified.
The successful applicant to whom work is awarded shall, within ten (10) days after
being notified, enter into a contract with the City for the work in accordance with the
specifications, and shall furnish all required documents necessary to enter into said
contract. Failure of the successful bidder to execute the contract within said ten (10)
days shall be just cause for the City to contract with the next responsible applicant.
SECTION VIII. SUBMISSION DEADLINE
In order to be considered, the Applicant must submit four responses to the RFP to the
following office:
Attention: Michael Ho, P.E., City Engineer
City of Seal Beach
Department of Public Works
211 Eighth Street
Seal Beach, CA 90740
The proposal must be received at the above office no later than the date listed on the
cover.
Page 7 of 8
DEPARTMENT OF PUBLIC WORKS City of Seal Beach
There is no expressed or implied obligation for City to reimburse firms for any expenses
incurred in preparing proposals in response to this request. Materials submitted by
respondents are subject to public inspection under the California Public Records Act
(Government Code Sec. 6250 et seq.). Any language purporting to render the entire
proposal confidential or propriety will be ineffective and will be disregarded.
The City reserves the right to retain all proposals submitted and to use any idea in a
proposal regardless of whether the proposal was selected. Submission of a proposal
indicates acceptance by the firm of the conditions contained in the RFP, unless clearly,
and specifically noted in the proposal submitted and confirmed in the contract between
the City and the selected firm.
All property rights, including publication rights of all reports produced by the selected
firm in connection with services performed under this agreement shall be vested in the
City.
SECTION IX. REQUEST FOR ADDITIONAL INFORMATION
For answers to questions or particulars regarding this Request for Proposal, all
interested parties are to contact:
Please schedule a telephone conference via Karen Walton for the City Engineer at
(562) 431 -2527 ext. 1317.
SECTION X. INSURANCE
Before the City executes a professional services agreement, the selected firm shall
furnish the City a certificate evidencing Workmen's Compensation Insurance with limits
no less than $1,000,000 per accident and Comprehensive Professional Liability
Insurance or General Liability Insurance with limits no less than $1,000,000 per
occurrence. The City shall be named as the Additional Insured. Certificates of
Insurance must be accompanied by the applicable endorsements for the specific
insurance policy.
Page 8 of 8
DEPARTMENT OF PUBLIC WORKS
EXHIBIT " A "
City of Seal Beach
Map of Area and proposed Water Main location
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DEPARTMENT OF PUBLIC WORKS
EXHIBIT "B"
Letter of Acceptance
Proposer Name:
Mr. Michael Ho, P.E.
City Engineer
City of Seal Beach
211 8 th Street
Seal Beach, CA 90740
City of Seal Beach
(562) 431 -2527 ext 1322
(562) 430 -8763 fax
In response to the Request for Proposal, for City of Seal Beach Orange County
Flood Control — 12 -inch Water Main, we, the undersigned, hereby declare that
we have carefully read and examined the RFP documents, and hereby propose
to perform and complete the work as required.
We, the undersigned, agree to supply the Scope of Work at the costs indicated in
our cost proposal if our Proposal is accepted within (90) days from the date
specified in the proposal.
If awarded a Contract, the undersigned agrees to execute a Contract which will
be prepared by the City for execution, within 10 calendar days following
notification of award, and will deliver to the City prior to the commencement of
Scope of Work the necessary original Certificates of Insurance.
The undersigned acknowledges receipt, understanding and full consideration of
the following Addenda to the RFP Documents (if applicable):
Addenda No.
Proposer represents that the following person is authorized to negotiate on its
behalf with the City in conjunction with this RFP:
Name Title Phone
DEPARTMENT OF PUBLIC WORKS
City of Seal Beach
The undersigned certifies that it has examined and is fully familiar with all of the
provisions of the RFP documents and is satisfied that they are accurate; that it
has carefully checked all the words and figures and all statements made in the
proposal requirements; that it has satisfied itself with respect to other matters
pertaining to the proposal which may in any way affect the work or cost thereof.
The undersigned hereby agrees that the City will not be responsible for any
errors or omissions in these RFP Documents.
AN
Signature
Type or Print Name
Title
Business Address
City, State, & Zip Code
Telephone Number
Fax Number
DEPARTMENT OF PUBLIC WORKS
EXHIBIT "C"
City of Seal Beach
City Contract
DESIGN PROFESSIONAL SERVICES AGREEMENT
FOR ORANGE COUNTY FLOOD CONTROL
12 -INCH WATER MAIN
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
0
[Consultant's Name]
[Consultant's Address]
[Consultant's Phone Number]
This Design Professional Services Agreement ( "the Agreement ") ") is made as of the
day of , 20_ (the "Effective Date "), by and between
( "Consultant "), a , and the City of Seal
Beach ( "City "), a California charter city, (collectively, "the Parties ").
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S7296- 0200\1214436v1.doc
RECITALS
A. City desires certain professional services.
B. Pursuant to the authority provided by its City Charter and Government
Code § 37103, if applicable, City desires to engage Consultant to provide
services in the manner set forth herein and more fully
described in Section 1.
C. Consultant represents that the principal members of its firm are qualified
professional and are fully qualified to perform the services
contemplated by this Agreement in a good and professional manner; and it desires to
perform such services as provided herein.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services ( "Services ") set forth in the
attached Exhibit A, which is hereby incorporated by this reference. To the extent that
there is any conflict between Exhibit A and this Agreement, this Agreement shall control.
1.2. Consultant shall perform all services under this Agreement on a timely,
regular basis and in a manner reasonably satisfactory to the City.
1.3. In performing this Agreement, Consultant shall comply with all applicable
provisions of federal, state, and local law.
1.4. As a material inducement to City to enter into this Agreement, Consultant
hereby represents that it has the experience necessary to undertake the services to be
provided. In light of such status and experience, Consultant hereby covenants that it
shall follow the customary professional standards in performing all services.
1.5. By executing this Agreement, Consultant represents that, to the extent
required by the standard of practice, Consultant (a) has investigated and considered the
scope of services to be performed, (b) has carefully considered how the services should
be performed, and (c) understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement.
2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall
continue for 60 days unless previously terminated as provided by this Agreement.
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3.0 Consultant's Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit _
for Services but in no event will the City pay more than $ . Consultant will
not be compensated for any work performed not specified in the Scope of Services
unless the City authorizes such work in advance and in writing. The City Manager may
authorize payment for such work up to a cumulative maximum of $10,000. Payment for
additional work in excess of $10,000 requires prior City Council authorization. Any
additional work authorized by the City pursuant to this Section will be compensated in
accordance with the schedule set forth in Exhibit
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all services rendered
pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end
of the month during which the services were rendered and shall describe in detail the
services rendered during the period, the days worked, number of hours worked, the
hourly rates charged, and the services performed for each day in the period. City will
pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold
any applicable federal or state. payroll and other required taxes, or other authorized
deductions from payments made to Consultant.
4.2. Upon 24 -hours notice from City, Consultant shall allow City or City's
agents or representatives to inspect at Consultant's offices during reasonable business
hours all records, invoices, time cards, cost control sheets and other records maintained
by Consultant in connection with this Agreement. City's rights under this Section 4.2
shall survive for two years following the termination of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than thirty 30 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement
of comprehensive general liability insurance as required by this Agreement at least 20
days before the expiration date of the previous policy.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2.
purposes of this Agreement.
capability, and reputation
inducement for City
S7296- 0200 \1214436v 1.doc
is the Consultant's representative for
It is expressly understood that the experience, knowledge,
of were a substantial
to enter into this Agreement. Therefore,
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shall be responsible during the term of this Agreement
for directing all activities of Consultant and devoting sufficient time to personally
supervise the. services hereunder. Consultant may not change its representative
without the prior written approval of City, which approval shall not be unreasonably
withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be deemed
made when personally delivered or when mailed 48 hours after deposit in the United
States Mail, first class postage prepaid and addressed to the party at the following
addresses:
To City: City of Seal Beach
911 Seal Beach Boulevard
Seal Beach, California 90740
Attn: City Manager
To Consultant:
Attn:
7.2. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
8.0 Independent Contractor
8.1. Consultant is an independent contractor and not an employee of the City.
All services provided pursuant to this Agreement shall be performed by Consultant or
under its supervision, and all personnel shall possess the qualifications, permits, and
licenses required by State and local law to perform such Services, including, without
limitation, a City of Seal Beach business license as required by the Seal Beach
Municipal Code. Consultant will determine the means, methods, and details of
performing the services. Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the services and compliance with
the customary professional standards.
8.2. Any additional personnel performing services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries,
and other amounts due such personnel in connection with their performance of services
under this Agreement and as required by law. Consultant shall be responsible for all
reports and obligations respecting such additional personnel, including, but not limited
to: social security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
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8.3. Consultant shall indemnify and hold harmless City and its elected officials,
officers and employees, servants, designated volunteers, and agents serving as
independent contractors in the role of City officials, from any and all liability, damages,
claims, costs and expenses of any nature to the extent arising from Consultant's
personnel practices. 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 8.
9.0 Confidentiality
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 prior written
authorization by City. City shall grant such authorization if applicable law requires
disclosure. 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.
10.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of City. Consultant is fully responsible to City for the performance of any and
all subcontractors.
11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effect.
12.0 Insurance
12.1. Liability Insurance Consultant shall procure and maintain in full force and
effect for the duration of this Agreement insurance against claims for injuries to persons
or damages to property and professional negligence which may arise from or in
connection with the performance of the services hereunder by Consultant, and its
agents, representatives, employees and subconsultants.
12.2. Minimum Scope of Insurance Unless otherwise approved by City,
coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
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Worker's Compensation insurance as required by the State of California
and Employer's Liability Insurance.
Professional Liability insurance. Consultant shall provide to City the
standard form issued by the carrier.
12.3. Minimum Limits of Insurance Consultant shall maintain limits no less
than:
General Liability $2,000,000 per occurrence and in the aggregate for
bodily injury, personal injury and property damage. Commercial General
Liability Insurance or other form with a general aggregate limit shall apply
separately to this Agreement or the general limit shall be twice the
required occurrence limit.
Automobile Liability $1,000,000 per accident for bodily injury and property
damage.
Employer's Liability $1,000,000 per accident and in the aggregate for
bodily injury or disease and Workers' Compensation Insurance in the
amount required by law.
Professional Liability $1,000,000 per claim /aggregate.
12.4. Deductibles and Self- Insured Retentions Consultant shall inform City of
any deductibles or self- insured retentions except with respect to professional liability
insurance.
12.5. Other Insurance Provisions The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
12.5.1. City, its officers, officials, employees, designated volunteers and
agents serving as independent contractors in the role of City officials, are to be covered
as additional insureds as respects: liability arising out of activities performed by or on
behalf of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired or
borrowed by Consultant. The coverage shall contain no limitations on the scope of
protection afforded to City, its officers, officials, employees, designated volunteers or
agents serving as independent contractors in the role of City officials which are not also
limitations applicable to the named insured.
12.5.2. For any claims related to this Agreement, Consultant's
insurance coverage shall be primary insurance as respects City, its officers, officials,
employees, designated volunteers and agents serving as independent contractors in the
role of City officials. Any insurance or self - insurance maintained by City, its officers,
officials, employees, designated volunteers or agents serving as independent
contractors in the role of City officials shall be excess of Consultant's insurance and
shall not contribute with it.
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12.5.3. Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
12.5.4. Each insurance policy required by this clause shall be endorsed
to state that coverage shall not be canceled or materially modified except after 30 -days
prior written notice by first class mail has been given to City, or 10 -days prior written
notice by express overnight mail if cancellation is due to nonpayment of premiums.
12.5.5 Each insurance policy, except for the professional liability policy,
required by this clause shall expressly waive the insurer's right of subrogation against
City and its elected officials, officers, employees, servants, attorneys, designated
volunteers, and agents serving as independent contractors in the role of City officials.
12.6. Acceptability of Insurers Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A:VIII unless waived in writing by City's Risk
Manager.
12.7. Verification of Coverage All insurance coverages shall be confirmed by
execution of endorsements on forms approved by City. The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All
endorsements are to be received and approved by City before services commence. As
an alternative to City forms, Consultant's insurer may provide complete, certified copies
of all required insurance policies, including endorsements effecting the coverage
required by these specifications.
13.0 Indemnification, Hold Harmless, and Duty to Defend
13.1 Indemnity for Design Professional Services In connection with its design
professional services, Consultant shall defend, hold harmless and indemnify City, and
its elected officials, officers, employees, servants, designated volunteers, and those City
agents serving as independent contractors in the role of City officials (collectively,
"Indemnitees "), with respect to any and all claims, demands, damages, liabilities,
losses, costs or expenses (collectively, "Claims" hereinafter), including but not limited to,
Claims relating to death or injury to any person and injury to any property, to the extent
to which they arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of Consultant or any of its officers, employees, subcontractors, or agents in
the performance of its professional services under this Agreement, but not to the extent
the result of the negligence or willful misconduct of the City or of other third parties not
under the control or the supervision of Consultant. Consultant's obligation to defend
pursuant to this Section 13.1 shall apply independent of any prior, concurrent or
subsequent misconduct, negligent acts, errors or omissions of Indemnitees. Consultant .
shall defend Indemnitees in any action or actions filed in connection with any of said
claims with counsel of City's choice, and shall pay all costs and expenses, including all
attorneys' fees actually incurred in connection with such defense.
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13.2 Other Indemnities In connection with all Claims not covered by Section
13.1, Consultant shall defend, hold harmless and indemnify the Indemnitees with
respect to any and all Claims, including but not limited to, Claims relating to death or
injury to any person and injury to any property, which arise out of, pertain to, or relate to
the acts or omissions of Consultant or any of its officers, employees, subcontractors, or
agents in the performance of this Agreement. Consultant shall defend Indemnitees in
any action or actions filed in connection with any such Claims with counsel of City's
choice, and shall pay all costs and expenses, including all attorneys' fees and experts'
costs actually incurred in connection with such defense. Consultant's duty to defend
pursuant to this Section 13.2 shall apply independent of any prior, concurrent or
subsequent misconduct, negligent acts, errors or omissions of Indemnitees. Consultant
shall defend Indemnitees in any action or actions filed in connection with any of said
claims, damages, penalties, obligations, or liabilities with counsel of City's choice and
shall pay all costs and expenses, including attorneys' fees actually incurred in
connection with such defense.
14.0 Conflict of Interest
14.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. 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 the Services.
Consultant shall not accept any employment or representation during the term of this
Agreement which is or may likely make Consultant "financially interested" (as provided
in California Government Code § §1090 and 87100) in any decision made by City on any
matter in connection with which Consultant has been retained.
14.2. Consultant further warrants and maintains that it has not employed or
retained any person or entity, other than a bona fide employee working exclusively for
Consultant, to solicit or obtain this Agreement. , Nor has Consultant paid or agreed to
pay any person or entity, other than a bona fide employee working exclusively for
Consultant, any fee, commission, gift, percentage, or any other consideration contingent
upon the execution of this Agreement. Upon any breach or violation of this warranty,
City shall have the right, at its sole and absolute discretion, to terminate this Agreement
without further liability, or to deduct from any sums payable to Consultant hereunder the
full amount or value of any such fee, commission, percentage or gift.
14.3. Consultant warrants and maintains that it has no knowledge that any
officer or employee of City has any interest, whether contractual, noncontractual,
financial, proprietary, or otherwise, in this transaction or in the business of Consultant,
and that if any such interest comes to the knowledge of Consultant at any time during
the term of this Agreement, Consultant shall immediately make a complete, written
disclosure of such interest to City, even if such interest would not be deemed a
prohibited "conflict of interest" under applicable laws as described in this subsection.
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15.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex,
sexual orientation, or age. Such non - discrimination includes, but is not limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, or termination.
16.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be insured
against liability for Workers' Compensation or to undertake self- insurance in accordance
with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
17.0 Entire Agreement
This Agreement contains the entire Agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both parties.
18.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
19.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
20.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either Party
as a result of this Agreement.
21.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. 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. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party
any contractual rights by custom, estoppel, or otherwise.
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22.0 Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any
company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, City has the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
23.0 Attorneys' Fees
If either Party commences an action against the other Party, either legal,
administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing Party in such litigation shall be entitled to have and recover from the losing
Party all of its attorneys' fees and other costs incurred in connection therewith.
24.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the
terms of this Agreement shall control.
25.0 Corporate Authority
The persons executing this Agreement on behalf of the Parties warrant that they
are duly authorized to execute this Agreement on behalf of said Parties and that by their
execution, the Parties are formally bound to the provision of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first above
written.
CITY OF SEAL BEACH
Attest:
David Carmany, City Manager
Linda Devine, City Clerk
Approved as to Form:
in
Quinn Barrow, City Attorney
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CONSULTANT
By:
Name:
Its:
By:
Name:
Its:
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