2. RFP — Anaheim City Council, November 13, 2024

City of Anaheim

DEPARTMENT OF PUBLIC WORKS
200 S. Anaheim Blvd., Suite 276
Anaheim, CA 92805

Tel: (714) 765-5176
Fax: (714) 765-5225

www.anaheim.net
July 25, 2024

To Prospective Consultants:

RE: Request for Proposal s (RFP) – Pavement Management Plan Professional Services

The City of Anaheim is seeking a consultant to provide design services for Pavement Management Plan Professional Services. The details of the work are further delineated in the attached Scope of Work and Exhibits.

The RFP and all the attachments are available online, and can be accessed at the link below:
https://vendors.planetbids.com/portal/14424/bo/bo-detail/119571

The successful Consultant shall be required to enter into a contract with the City of Anaheim in the form approved by the Anaheim City Attorney.

Your proposal and a completed and signed original Conflict of Interest Form for the Consultant’s Agreement are due no later than 5:00 PM on Thursday, August 15, 2024. Four (4) hard copies of each independent Proposal and one (1) digital file shall be uploaded onto Planet Bids of your proposal shall be provided. The 4 copies of the Proposal shall be signed by a company official with the power to bind the company and submitted to the City of Anaheim. Please provide a pdf copy on a Flash Drive of a Pavement Management Plan for a similar project your firm prepared as a sample of your work. Fee Proposals shall be submitted as required in the RFP.

Please mail or deliver to the following address:

City of Anaheim
Public Works Department, 2nd Floor
200 S. Anaheim Boulevard
Anaheim, CA 92805
Attn: David K. Mori, Engineering Manager

Should you have any questions or need additional information, please contact Jason Thiem at (714)765-5100x5473.

Sincerely,

David K. Mori, Esq., P.E.

Engineering Manager

cc: Carlos Castellanos
Ralph Contreras
Jason Thiem

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REQUEST FOR PROPOSALS (RFP)
FOR

PAVEMENT MANAGEMENT PLAN

PROFESSIONAL SERVICES

ACCOUNT NO.: 272-412-L109-7809

CITY OF ANAHEIM
Public Works Agency
200 S. Anaheim Boulevard
Anaheim, CA 92807

David K. Mori, Esq., P.E.

Engineering Manager
(714) 765-5148

Approved for Release:

Carlos Castellanos, P.E.

City Engineer

KEY RFP DATES (Subject to change at discretion of City):

I s s u e D a t e : J u l y 2 5 , 2024
Deadline for Requests for Information: August 8, 2024
Proposal Due Date: August 8, 2024; 5:00 p.m.

Tentative Council Award Date: September 24, 2024

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NOTICE INVITING PROPOSALS

NOTICE IS HEREBY GIVEN that pr oposals will be received from qua lified firms for Pavement Management Plan Professional Services.

Responses to this Request for Proposals (RFP) will be accepted until August 15, 2024 at 5:00 p.m.

Proposals received after this date/time will not be considered. It is the responsibility of the Consultant to ensure that any proposals submitted have sufficient time to be received by the City of Anaheim prior to this proposal due date and time.

Proposals shall be uploaded onto Pl anetBids and shall also be e nclosed in a sealed envelope and marked clearly with following information, formatted as follows:
“SEALED PROPOSAL FOR

PAVEMENT MANAGEMENT PLAN

PROFESSIONAL SERVICES

IN THE CITY OF ANAHEIM
DO NOT OPEN WITH REGULAR MAIL.”

City of Anaheim
Attn.: David K. Mori, Esq., P.E.

Engineering Manager
Public Works Department
200 S. Anaheim Blvd; MS #276
Anaheim, CA 92805

Proposals shall be mailed, hand delivered, or sent by courier service.

Proposals shall NOT be sent via telegraphic, electronic or facsimile.

All notifications, updates and addenda will be available online and can be accessed on the PlanetBids page at:
https://vendors.planetbids.com/portal/14424/bo/bo-detail/119571 Consultants shall be responsible for registering onto PlanetBid s to obtain information regarding this solicitation. Failure to respond to required addenda will resu lt in a determination of a nonresponsive proposal.

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CITY OF ANAHEIM

REQUEST FOR PROPOSALS

PAVEMENT MANAGEMENT PLAN

PROFESSIONAL SERVICES

TABLE OF CONTENTS
I. GENERAL

II. PROPOSAL TERMS AND CONDITIONS

III. INSTRUCTIONS TO CONSULTANTS
A. CITY RESPONSIBILITIES
B. CONSULTANT R ESPONSIBILITIES
C. REQUEST FOR INFORMATION OR CLARIFICATION
D. ADDENDA
E. LICENSES & PERMITS
F. INSURANCE
G. CITY RIGHT OT REJECT

IV. SUBMITTAL REQUIREMENTS
A. GENERAL
B. PROPOSAL CONTENTS

1. STATEMENT OF QUALIFICATIONS

2. SCOPE OF SERVICES & SCHEDULE

3. FEE PROPOSAL

V. PROPOSAL REVIEW (CONSULTANT SELECTION)
A. EVALUATION, RATING, AND SELECTION

VI. AWARD OF AGREEMENT
A. REQUEST FOR COUNCIL ACTION
B. EXECUTION OF AGREEMENT

VII. IMPLEMENTATION
A. NOTICE TO PROCEED
B. KICK-OFF MEETING

VIII. PUBLIC RECORDS

IX. APPENDI
X
ATTACHMENT 1: SCOPE OF WORK
ATTACHMENT 2: STANDARD AGREEMENT
ATTACHMENT 3: INSURANCE REQUIREMENTS
ATTACHMENT 4: CONFLICT OF INTEREST
ATTACHMENT 5: DESIGNATION OF SUB-CONTRACTORS (CONSULTANTS)

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CITY OF ANAHEIM

REQUEST FOR PROPOSALS
FOR

PAVEMENT MANAGEMENT PLAN

PROFESSIONAL SERVICES

I. GENERAL
Nature of Work:

The City of Anaheim is seeking a Consultant to provide Pavement Management Plan Professional Services. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1.

Number of Proposals and Signature:

Four (4) hard copies of each independent Proposal and one (1) digital file shall be uploaded onto Planet Bids of your proposal shall be provided. The 4 copies of the Propo sal shall be signed by a company official with the power to bind the company and submitted to the City of Anaheim.

Please provide a pdf copy on a Flash Drive of a Pavement Manage ment Plan for a similar project your firm prepared as a sample of your work.

Prevailing Wages:

In accordance with the California State Labor Code, prevailing wage rates apply. Copies of the prevailing rate of per diem wages are on file with the Public Works Department and shall be made available to any interested party on request.

II. PROPOSAL TERM S AND CONDITIONS
By submitting a Proposal, the Consultant acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below:

A. EXAMINATION: Consultant repr esents that it has thoroughly ex a m i n e d a n d b e c o m e familiar with the services and responsibilities required this R FP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifica tions or amendments subsequently posted in the relation to this RFP are fully incorporated.

B. EXECUTION OF AGREEMENT: The City and the selected Consultan t will enter into an Agreement similar to that as show n in Attachment 2, of the Appe ndix. If a Consultant is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Consultant or call for new Proposals, whichever the City deems most appropriate.

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C. PROPOSAL VALIDITY: Services, pricing and warranties indicat ed in a Consultant’s Proposal must be valid for a period of 120 days after the submission of the Proposal.

D. PRE-CONTRACTUAL EXPENSES: Anaheim shall not, in any event, be liable for any pre- contractual expenses incurred by Consultants in the preparation of its proposal.

E. JOINT OFFERS/SUBCONSULTANTS: Where two or more Consultants desire to submit a single Proposal in response to this RFP, they should do so on a prime-subconsultant basis. The City intends to cont ract with a single firm and not with multiple firms doing business as a joint venture. Should the use of subconsultants be offered, the Consultant shall provide the same assurances of competence for the subcons ultant plus the demonstrated ability to manage and supervise the subcontracted work. Subconsultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all subconsultants in the same manner as the Consultant.

F. CONTRACT PERIOD: The duration of this contract will be for two cycles; two (2) years with one (1) two year option for a total four (4) year contract . Submitted fees and rates shall be valid for three cycles.

III. INSTRUCTIONS TO CONSULTANTS
A. CITY RESPONSIBILITIES
The City will provide information in its possession relevant to the preparation of the required information in this RFP. The City will provide only th e staff assistance and documentation specifically referred to herein.

B. CONSULTANT RESPONSIBILITIES
Point of Contact: The selected Consultant will assume responsib ility for all services in its proposal. The selected Consultant shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.

The Consultant shall be responsible for collecting and dissemin ating the data, records, and documents in the preparation of all plan documents.

The Consultant is expected to establish and maintain a close working relationship with City staff throughout the project.

The selected Consultant shall maintain the same Project Manager for the duration of the project, as specified in the app roved proposal. In the event t he authorized Project Manager terminates employment, the Consultant shall make a demo nstrated and concentrated effort to maintain the Project Manager in the key managerial position, unless extreme conditions prohibit continuance. Any substitution of t he Project Manager will require written City approval. The Consultant shall perform not less than 50% of the work with its own work force.

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Any changes in the scope of work resulting in a contract increase or decrease in fee shall be approved, in writing, by the City Engineer prior to the commencement of actual change of work. No fee adjustment sha ll be allowed unless it is based on said prior written approval.

C. REQUEST FOR INFORMATION OR CLARIFICATION
All questions or requested clarifications shall be made in writing via the PlanetBids Portal.

The Consultants are prohibited fr om communicating with any City representative/employee/official/consultant/staff other than via the PlanetBids Portal. Only questions and answers responded to on PlanetBids or any addendu ms issued on PlanetBids as an addendum will be a part of this RFP solicitation. Consultants may submit written questions concerning this RFP on PlanetBids per the Key RFP Dates on the title page. Questions received after the stated deadline will not be answered.

D. ADDENDA
Any changes in the RFP from the date of release to the due date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on the PlanetBids website.

E. LICENSES & PERMITS
The selected Consultant shall be required to obtain a City of A naheim Business license within ten (10) business days of selection and must provide a c opy to the City Project Manager or designee prior to commencing any work in Anaheim.

Additionally, the Consultant will be responsible for obtaining any licenses/permits required by the Scope of Work.

F. INSURANCE
The selected Consultant shall be required to obtain and submit insurance coverage and provide indemnification and hold harmless provisions in favor o f the City of Anaheim as described in Attachment 3.

G. CITY RIGHT TO REJECT
The City reserves the right to reject any or all submitted proposals when such rejection is in the interest of the City to reject the Proposal of the Consu ltant who has not met the prerequisites of the RFP, who has previously failed to perform properly or complete on time contracts of a similar nature; and to reject the proposal of the Consultant who is, in the opinion of City, in a posit ion unable to perform the contra ct. The City also reserves the right to waive any information and technicalities in the RF P. All costs incurred in the preparation of the proposal, in the submission of additional information and/or in any other aspect of a proposal prior to the award of a written contract will be borne by the Consultant.

The City will only provide the staff assistance and documentati on specifically referred to herein, and will not be responsible for any other cost or obligation that may be incurred by the Consultant. All proposals su bmitted to the City shall become the property of the City of Anaheim.

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IV. SUBMITTAL REQUIREMENTS
A. GENERAL

1. Number of Copies and signatur e: Refer to Section I: General.

2. Deadline: Proposals are due to the City of Anaheim, at the date, time, and location set forth above in the Notice Inviting Proposals.

B. PROPOSAL CONTENTS
All proposals shall be limited to a MAXIMUM of 25 pages, includ ing appendices, charts, pictures, tables, schedule, resource allocation table and resumes but excluding front and back covers, section dividers, addendum acknowledgements, fee proposal, and Conflict of Interest Form. With the exception of the Schedule and Resource Hour Allocation Table, which may be on single-sided Tabloid paper si ze (11”x17”), the Proposal shall be on single-sided Letter sheets (8.5"x11"). Font size shall be minimum 11-point Arial.

1. STATEMENT OF QUALIFICATIONS
The Statement of Qualifications may include the following:
a. Cover Letter: Proposals sha ll include a letter signed by a p rincipal or authorized representative who can make legally binding commitments for the entity. Include type of business entity.
b. Agreement Statement: Proposals shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement in Attachment 2.

c. Firm and Team Experience: Pr oposals shall include a profile of the firm’s experience.

Include resumes of project team/s ub-contractors that outline th eir technical and engineering experience. At a mini mum, this should include the p roject manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization c hart identifying only those who will perform work for the proposed project and the pe rcentage of each individual’s time devoted to this project. The project manager/principal agent shall be the primary contact person to rep resent your firm. Provide a de monstrated record of success by the consultant on work previously performed for the City, other municipalities, or other enterprises.
d. Understanding of Need: Propos als shall include an outline wh ich demonstrates the firm’s understanding of the scope of work. This outline should include an anticipated approach, tasks necessary for successful completion, and sugges tions or special concerns that the City should be made aware of.

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e. Relevant Project Experience: Proposals shall include a list of projects which your firm or personnel have completed with in the last 5 years, including significant work with public agencies following federal r equirements. Project informa tion should include project description, year completed, and client name, along with a person to contact, a telephone number, and email address.
f. Project Controls: Describe your firm’s ability to control costs and provide accurate and timely invoices through internal control measures; to monitor and stay within budget; to monitor schedule and review times and describe the techniques used to complete projects within the proposed time frames.

2. SCOPE OF SERVICES & SCHEDULE
The Proposal shall detail the wo rk phases to be completed, the tasks to be accomplished and the deliverables to be provided in order to satisfy the Scope of Work in Appendix 1. Consultants may it emize those additional service s which are further required in the servicing of the project but are not noted in this RFP as requirements.

Consultants shall title this section as ADDITIONAL SERVICES.

In addition, provide a detailed schedule using the project milestones in the RFP. The detailed schedule shall identify all pertinent tasks, time required to complete each task, milestones, time for City review (use 15 calendar days for each review), time for other regulatory agencies’ review, time for revising drafts, and tent ative completion date to complete the design.

3. FEE PROPOSAL:

The Consultant’s fee proposal sha ll be submitted concurrently w ith the technical proposal. This shall include the firm’s Standard Hourly Fee Schedule, and/or a Project Fee Schedule where applicable and as outlined in the Scope of W ork, clearly indicating the grand total and optional items. For the Fee Proposal Portion, an 11x17 size paper will be accepted. Fee Proposal and Hourly Fee Schedule shall be valid for two reporting cycles.

The Fee proposal for each work authorization shall be based on a TIME AND MATERIAL, NOT TO EXCEED fee. The NOT TO EXCEED fee shall be calculated as the total of the individual TIME AND MATERIAL fees that are to be assigned to each of the individual tasks. The TIME AND MATERIAL, NOT TO EXCEED f ee provided shall be considered to include all direct and indirect costs, i nclusive of identified sub consultants who are included or involved in performing the work, as well as associated shipping, delivery, reproduction, and related costs. The propos al costs must be summarized by task, the services to be provided by the Consulta nt, the product of each task and the cost for each task. A list of fees and expen ses, including all incidental printing, photocopying and miscellaneous costs estim ated to be accrued during the life of the contract must be provided in the reimbursable costs. A complete Work Breakdown Structure (WBS) and Earned Value Chart shall als o be provided and used to monitor monthly progress payments. Total proposed fees, including the consultant’s and any sub-consultant’s hourly rate schedules, shall be

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submitted with the proposal in a separate sealed envelope. The schedule of fees will remain in effect for the duration of the project. The selected Consultant will work with the City to come up with a Work Breakdown Structure and Earned Value Chart that fits the project needs.

All work is to be invoiced to the City in accordance with this proposal and the Agreement for Consultant Services. The City will make payments no more than once monthly on approved invoices u p to the negotiated fee. Consult ant invoices shall include the list of tasks and s ubtasks (Work Breakdown Structur e) corresponding to the same format as the cost summary submitted with the proposal , number of hours and dates worked, name and title of person. The invoice shall be reviewed and signed by the Consultant Project Manager certifying its accuracy. The amount invoiced shall not exceed the amount shown on the Cost Summary, and Work Breakdown Structure for each phase of work. Consultant shall not proceed with any additional scope items without an approved addendum execut ed by the City. An Earned Va lue Chart shall accompany each monthly invoice to track actual expenditures to projected expenditures, and earned value against planned progress. If the design is behind schedule or not on budget, a recovery plan shall also be submit ted with the invoice describing how the project will be put back on budget/schedule by the next monthly invoice or sooner. Consultant payments are contingent upon Consultant submitting bi- weekly project status report/sch edule/WBS/earned value forms wi th each payment request. Also, at no time will total payment exceed the total e stimated percent complete, and 100% total completi on requires, City acceptance o f all the required documents.

V. PROPOSAL REVIEW (CO NSULTANT SELECTION)
An internal Review Board select ed by the City will review the p roposals received. The final ranking of the consultants will be based upon qualifications evaluated from the criteria below. A short list of qualified firm may be asked to participa te in oral interviews. If staff determines that an interview is not necessary, the total points possible would be 100. If an interview is necessary, then the total points possible would be 110.

A. EVALUATION, RATING, AND SELECTION

Criteria Max Points
Ability of the Consultant to perform the specific tasks outlined in the RFP 20
Qualifications of key individuals to be assigned to the project. 10
Amount and quality of time that the key personnel will be involved in their respective portions of the project. 10 Reasonableness of the fee requested to do the work. 20

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Demonstrated record of success on work previously
performed 20
Specific method and techniques to be employed on the
project 10
Schedule 10
Interview (if necessary) 10
Total 100 (110)

Upon completion of the qualifications-based evaluation and ranking of proposals, the City will initiate negotiations with the most highly qualified firm to arrive at a fair and reasonable compensation given the proposed scope of work. If the City and the firm are unable to negotiate a contract, the City may terminate negotiations and initiate negotiations with the next most qualified firm.

VI. AWARD OF AGREEMENT
A. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the proposal review committe e, the Public Works Director will recommend award of an agreement to the Consultant who is the most qualified and can provide the service at a fair and reasonable cost to the City.

B. EXECUTION OF AGREEMENT
A standard agreement is included as Attachment 2, in the Append ix of this RFP. The terms of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents have been received and approved.

VII. IMPLEMENTATION

A. NOTICE TO PROCEED

Following the award of contract at council, a formal Notice to Proceed (NTP) will be issued after the agreement is fully exe cuted, and all insurance docume nts have been received and approved.

B. KICK-OFF MEETING

A kick-off meeting will be held after the issued notice to proceed. The Consultant and its team will meet with City of Anaheim staff to conduct introducti ons, discuss the scope of services, and implementation process.

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VIII. PUBLIC RECORDS
All responses to the RFP shall become property of the City, and proposals will become public record after award of the agreement. Consultant information id entified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act.

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Appendix
ATTACHMENT 1

SCOPE OF WORK

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GENERAL INTRODUCTION

The City of Anaheim is seeking a qualified consultant firm (Consultant) to perform pavement condition surveys and budgetary analysis as part of the update to the City’s Pavement Management Program (PMP). The PMP surveys and analysis shall co mply with Orange County Transportation Authority (OCTA) Measure M2 Eligibility Guidelines.

GENERAL OVERVIEW

The City is responsible for the maintenance and repair of approximately 581 centerline miles of pavement. These include 156 miles of streets in the Arterial Highway System (AHS), which are classified as Master Plan Arterial Highway (MPAH) streets b y OCTA, and 425 miles of Local Street System (LSS).

Per OCTA’s PMP certification program, all MPAH streets must be inspected at least once every two years, and local streets must be inspected every six years. The AHS were last inspected in 2022 and one third of the LSS network was last inspected in 2022. For all future PMP updates, the entire MPAH AHS streets and one third of the LSS network will need to be inspected.

CONSULTANT SERVICES

The proposal should include the following tasks and fees and any additional tasks and fees deemed necessary by the Consultant shall be clearly identified in the proposal.

1. MANAGEMENT AND ADMIN

The Consultant shall meet with City staff to review the schedul e, budget, project documents, project goals, format of deliverables and clarify the responsibility of each party. The Consultant should include a summary of the project u nderstanding, approach, proposed scope, schedule with deliverables and budget . Failure to submit information in accordance with the RFP’s requirements and procedure may be cause for disqualification.

2. RESEARCH AND PLANNING

Review all maintenance and rehabilitation activities conducted by the City since the last PMP update. Update the database to include all street segments that have been rehabilitated since the last update.

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It is the Consultant’s responsibility to research, collect, verify and update all necessary information, such as existing records and documents in order to complete this project on schedule and within budget.

Develop a formal data collection Quality Management Plan (QMP). The QMP shall address quality control for data collection as well as quality acceptance by City staff.

3. FIELD PAVEMENT SURVEYS

The pavement conditions were last field surveyed in 2022 for AH S and LSS. The biennial PMP update and reporting has last been provided to OCTA in 2023.

Collect and record pavement distress data per ASTM D6433-11 and OCTA guidelines.

The pavement distress data shall be collected utilizing an auto mated surface testing system with rigorous QA/QC program or equivalent that meets the intent of the PMPG.

All personnel performing the field inspection must be properly qualified and trained per OCTA requirements. Due to the highly variable nature of the distresses on Anaheim streets, at a minimum all surveys shall traverse 100% of the length of each segment, possibly with multiple passes being required.

Input pavement distress data and calculate Pavement Condition Index (PCI) for each segment utilizing the latest version of StreetSaver software. The consultant shall keep a log of any discrepancies between the database information (i. e. surface type, etc.) and actual field conditions, and shall coordinate with City staff to correct the database as necessary. Corrections/changes to the database shall not be made without prior City staff approval.

Re-inspections
For street segments inspected during construction, the City may request the consultant to re-inspect the segments upon construction completion if the final report has not been finalized. No additional compensation will be allowed for re-inspections.

4. Budgetary Analysis

Provide all necessary and required information and submittals t o comply with OCTA guidelines.

The data collected will be input into StreetSaver pavement mana gement application with a seamless integration with OCTA approved submittal requirements.

Additional Analysis - Arterial Streets Five-Year Plan
Produce a practical five-year maintenance and rehabilitation wo rk plan for arterial streets based on StreetSaver’s treatment recommendation to econ omically improve the PCI within the City’s budget with the City’s review. This analysis will factor in the following parameters:
o Omit street sections that are currently in planned, design or construction phases by other departments or agencies such as Public Utility Projects, Orange County Sanitation, OCTA, etc. The City will provide this information.

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o Each project location should be approximately 1 to 2 miles long.

5. PREPARE REPORT

The Consultant shall prepare a final Pavement Management Plan report and any other required submittal items, as per OCTA guidelines. The report sh all include, without limitation, the methods, findings and recommendations of the Consultant, which shall be presented in a single comprehensive document that, should in clude findings generated as part of other tasks described herein.

Provide all necessary and required hard copy reports that compl y with OCTA guidelines.

6. DELIVERABLES

Updated database in StreetSaver.

PCI output into GIS format for uploading onto the City’s GIS database.

Submittals
Draft Report
The Consultant must produce and deliver one (1) pdf and three (3) hard copies of the draft report.

Final Report
The Consultant shall produce and deliver One (1) pdf and ten (10) hard copies of the completed final Report to the City. This is in addition to the OCTA submittal requirements. All electronic GIS data.

8. SCHEDULE

Time is of the essence and the project schedule shall firmly co nform to the City schedule as follows:
 The Final report, associated doc uments and all work shall be completed on or before the end of April 2025 and will be submitted by the City/ consultant to OCTA.
 The selected Consultant shall work towards completing and meet ing the tasked outline above but should also make the City aware of any potential issues with meeting these deadlines. The proposed schedule should reflect a ny potential issues.

9. REPORTING PHASE.

Provide on-going reporting services as required in the reportin g phase for any questions/clarifications from OCTA and/or any revisions that ma y be necessary due to unforeseen conditions. Assist City staff in the preparation of reporting documents.

Propose a “not-to-exceed” dollar amount.

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10. STREETSAVER TRAINING (OPTIONAL)
After StreetSaver database has been updated and Final Report su bmitted to OCTA, the Consultant shall provide hands on training to City staff on the StreetSaver program.

Training will be at City of Anaheim in a meeting room setting. The Consultant will provide an overview of the program, how to navigate and provide pavement scenarios.

Budget for a total of 20 training hours.

11. STREETSAVER UPDATES (OPTIONAL)

Provide any updates on StreetSaver each quarter after obtaining information on completed street rehabilitation work. Run pavement scenarios an d provide updated paving plans as needed.

12. STREETSAVER LICENSE RENEWAL (OPTIONAL)

The Consultant shall include in their proposal an optional task to renew the City’s street saver annual license fee for two years every PMP cycle. The last invoice for one year was $6,500 to renew from 7/1/2024 to 6/30/2025. The Consultant shall inform the City of any increase in the fee before purchasing. This optional task shall not include mark up by the Consultant.

A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _____ day of __________, 2024, is made and entered into by and between the

CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D

_____________________, a ____________,
hereinafter referred to as "CONSULTANT."

ANAHEIM and CONSULTANT are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:

WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the pow er to carry on its business as it is now being conducted under the statutes of the State of Californ ia and the Charter of the City of Anaheim; and
WHEREAS, ANAHEIM desires to obtain the services of CONSULTANT for civil engineering services related to the Pavement Management Plan Pr ofessional Services (the "Project"); and
WHEREAS, CONSULTANT possesses the skill, experience, ability, background, certification and knowledge to provide the services for the Project as described in this Agreement; and
WHEREAS, ANAHEIM has solicited and received a proposal from CONSULTANT, has reviewed the p revious experience and evaluated the expertise of CONSULTANT, and desires to retai n CONSULTANT to render professi onal services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL

PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIE S HERETO AGREE AS FOLLOWS:

1. SERVICES TO BE PROVIDED BY CONSULTANT
In compliance with all of the terms and conditions of this Agre ement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools , equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project ("Services"). The Services include, but are not limited t o t h e f o l l o w i n g : ( 1 ) P a v e m e n t M anagement Plan (PMP) Checklist; (2) PMP certification; (3) QA/QC plan; (4) Pavement management data files in a form usable by OCTA; (5) PMP hard copies of the report that meet OCTA requirements; and (6) on-going support as needed by City staff and are more particularly described in the CONSULTANT’s Proposal da ted __________________ attached hereto as Exhibit “A” and incorporated herein and in t he Request for Proposal (“RFP”) issued by ANAHEIM, a copy of which is available in the Departme nt of Public Works upon request and are both incorporated herein by this reference ("Scope of Services").

In the event of conflicting provisions, the provisions shall go vern in the following order: (1) this Agreement, (2) the RFP, and (3) the Proposal. ANAHEIM may elect to delete certain tasks from the Scope of Services in its sole discretion.

2. TERM
The term of this Agreement shall commence on the Effective Date of this Agreement as set forth in Secti on 38 herein, and shall terminat e upon the completion of the Services described herein, unless terminated earlier as set forth in Section 25 herein ("Term").

3. TIME OF PERFORMANCE

3.1 Time is of the essence in the performance of this Agreement and the Services shall be performed to completion in a diligent and tim ely manner. The failure by CONSULTANT to perform the Services in a diligent and timely manner may result in termination of this Agreement by ANAHEIM.

3.2 The time period(s) specified for performance of the Service s rendered pursuant to this Agreement shall be extended because of any del ays due to unforeseeable causes beyond the control and without the fault or negligence of CONSU LTANT, including, but not restricted to, acts of God or o f the public enemy, unusually se vere weather, fires, earthquakes, floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disob edience, sabotage, restraint by court order or public authority and ac tion or non-action by or inabil ity to obtain the necessary authorization or approvals from any governmental agency or auth ority, and/or acts of any governmental agency, including ANAHEIM, which by the exercise o f due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONSULTANT shall within ten (10) days of the commencement of such delay notify the Project Administr ator in writing of the causes o f t h e d e l a y . T h e P r o j e c t Administrator shall ascertain the facts and the extent of delay , and may extend the time for performing the Services for the p eriod of the enforced delay if , in the judgment of the Project Administrator, such delay is justified. The Project Administrator's determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused,

CONSULTANT's sole remedy shall be an extension of this Agreemen t pursuant to this Section and CONSULTANT shall not be entitled to recover damages against ANAHEIM.

4. COMPENSATION

4.1 ANAHEIM shall pay CONSULTANT for the Services rendered, pur suant to this Agreement, in the amount of_____________________ ($______________) pursuant to the fee proposal set forth in Exhibi t A and incorporated herein by reference (“Schedule of Compensation"). CONSULTANT and ANAHEIM agree that no changes to the fee proposal set forth in Exhibit A shall be made during the term of this Agreem ent without the prior written approval of ANAHEIM.

4.2 Extra Work. The Director of Public Works is authorized t o approve additional expenditures to be paid to CONSULTANT, pursuant to this Agreement, for Extra Work not included in the Scope of Se rvices, in the amount of _______ ___________________ ($____________) if the Director of Public Works determines, in his or her sole discretion, that the additional Extra Work is necessary for the successful completion of the Services.

.01 In no event shall CONSULTANT render Extra Work beyond the scope of this Agreement without the written authorization of the Director of Public Works.

.02 All Extra Work approved in writing by the Director of Pu blic Works shall be billed at either the rates set forth in the Schedule o f Compensation or at a fixed price, at ANAHEIM’s sole discretion. If billed at a fixed price, CONSULTANT shall provide ANAHEIM with general description of the Extra Work to be performed with a proposed price. At such time as the Director of Public Works has approved the Extra Work, ha s agreed to a fixed price for the services, and has notified CONSULTANT of such approval and agre ement in writing, CONSULTANT shall perform the Extra Work.

.03 Except as specifically provided herein, no additional Ser vices or Extra Work beyond the scope of this Agreement shall be rendered by CONSULTANT unless previously authorized in writing by the City Manager.

.04 As used herein, “Extra Work” means any work that is de termined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included w i t h i n t h e S c o p e o f S e r v i c e s a n d w h i c h t h e P a r t i e s d i d n o t r e a sonably anticipate would be necessary at the execution of this Agreement.

4.3 It is understood by and agreed between the Parties to thi s Agreement that full and complete payment for all Services provided in accordance with this Agreement, including, but not limited to, all Extra Work, reimbursable expenses and subconsultant fees, if any, shall not exceed _____________________ ($__________).

4.4. CONSULTANT shall submit monthly invoices to ANAHEIM desc ribing the work performed the preceding month. CONSULTANT’s bills sha ll include the name of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a des cription of any reimbursable

expenditures. ANAHEIM shall pay CONSULTANT no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.

4.5 All Parties recognize that the continuation of this Agre ement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.

ANAHEIM does not represent that said budget item will be actual ly adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision sha ll be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.

5. PROJECT MANAGER

5.1 CONSULTANT shall designate a Project Manager, who shall coo rdinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. CONSULTANT has designated ________________ to be its Project Manager. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Project Manager is a substantial inducement for A NAHEIM to enter into this Agreement. Therefore, the foregoing Project Manger shall be responsible during the Term of this Agreement for directing all activities of CONSULTANT and devoting sufficient time to personally supervise the provision of Services hereunder. The foregoing Project Manager may not be changed by CONSULTANT and no other personnel may be assigned to supervi se the Services to be provided hereunder without the express written consent of ANAHEIM.

5.2 Any personnel or subconsultant, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the a dequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the Project by CONSULTANT at the request of ANAHEIM. CONSULTANT warrants th at it will continuously furnish the necessary personnel to complete the Se rvices on a timely basis as contemplated by this Agreement.

6. ADMINISTRATION
This Agreement will be administered by the Public Works Departm ent. The employees of the Public Works Department shall be authorized to take the following actions pursuant to this Agreement:
(i) The Director of Public works is authorized to take any and all actions on behalf of ANAHEIM as set forth herein and to terminate services in accordance with Section 25 of this Agreement.
(ii) The Project Administrator is authorized to take those spec ific actions set forth herein and review and approve all Services performed by C ONSULTANT under this Agreement. The Project Administrator shall not be authorized t o approve Extra Work, change billing rates or terminate Services under this Agreement.

7. STANDARD OF CARE

7.1 CONSULTANT shall perform all S ervices under this Agreement in a skillful and competent manner, consistent with the standards ge nerally recognized as being employed by professionals in the same discipline in the State o f California. CONSULTANT represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONSULTANT warrants that all employees and subconsul tants, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONSULTANT certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.

7.2 CONSULTANT represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications , insurance and approvals of w hatsoever nature that is legally required of CONSULTANT to practic e its profession. CONSULTANT shall maintain a City of Anaheim business license during the term of this Agreement.

8. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT represents and warrants t h a t CONSULTANT: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; a nd (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement.

Should CONSULTANT discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONSULTANT shall immediately inform ANAHEIM of such fact and shall not proceed e xcept at CONSULTANT's risk until written instructions are received from ANAHEIM.

9. INDEPENDENT CONTRACTOR

9.1 Neither ANAHEIM nor any of its employees shall have any con trol over the manner, mode or means by whic h CONSULTANT, its agents or em ployees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, superv ision or control of CONSULTANT's employees, servants , representatives or agents, or in fixing their number, compensation or hours of service. CONSULTANT shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times as to ANAHEIM a wholly independent contractor with only such obligations as are consistent with that role. CONSULTANT shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for an y purpose become or be deemed to be a partner of CONSULTANT in its business or otherwi se or a joint venture or a member of any joint enterprise with CONSULTANT.

9.2 In consideration for the comp ensation paid to CONSULTANT by ANAHEIM, CONSULTANT agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limite d to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and CONSULTANT agrees that it shall not sue or file

a claim, petition or application therefore against ANAHEIM or a ny of its officers, employees, agents, representatives or sureties.

10. INSURANCE
Without limiting ANAHEIM’S right t o indemnification, it is agre ed that CONSULTANT shall secure, prior to commencing any activities und er this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:

Workers’ Compensation Insurance as required by California law a nd Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.

Such insurance shall be written on a primary basis but may incl ude a deductible or self-insured retention of more than $10,000 per occurrence, provided that su ch deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Commercial Automobile Liability Coverage including—as applicabl e—owned, non-owned, and hired autos, in an amount not less than $2,000,0 00 per occurrence, combined single limit, as required by California law.

Professional Liability Insurance, inclusive of Cyber Liability Insurance where required, in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided th at such deductible or self-i nsured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Any required coverage written with p r i m a r y a n d e x c e s s l a y e r s t o s a t i s f y t h e minimum requirements of this Agre ement must be submitted for ap proval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.

CONSULTANT agrees that this insur ance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non -payment of premium, which requires notice of not less than ten (10) days.

Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:

Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensa tion, shall contain the followin g clauses or shall otherwise provide for the following conditions:

“It is agreed that any insurance maintained by CONSULTANT pursu ant to this Agreement shall be primary to, and not contribute with, any ins urance or self- insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, represen tatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insure d, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.” Prior to commencing any work under this Agreement, CONSULTANT s hall deliver to ANAHEIM insurance certificates confirming the existe nce of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT s hall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acce ptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written pe rmission from ANAHEIM. In the event that a claim or other legal action is filed against A NAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONSULTANT fa ils to provide or maintain any insurance policies or policy endorsemen ts to the extent and within the time herein required, ANAHEIM may, at its sole option:

Order CONSULTANT to stop work under this Agreement and/or withh old any payment(s) that become due to CO NSULTANT hereunder until CONSUL TANT demonstrates compliance with the requirements hereof;
Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the e xclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed in any way as limit ing the extent that an CONSULTANT maybe held responsib le for payment of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB-AGEN T, if any) performance of the work covered under this Agreement.

the insurance required of CONSUL TANT under this Agreement (exce p t for firms that are n o t performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’S Risk Manager is hereby authorized to amend the requir ements set forth herein in the event that such reduction is in ANAHEIM’S best interest.

11. INDEMNIFICATION
As respects acts, errors or omissions in the performance of pro fessional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its o fficials, officers, and employees from and against any and third party claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent caused by or directly arising out of the negligent acts, errors or omissions of the CONSULTANT or any SUB-AGENT in the performance of professional services under this Agreement.

As respects all acts, errors o r omissions that do not arise dir ectly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance , CONSULTANT agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents and representatives from and against any and a l l c l a i m s , l o s s e s , d a m a g e s , defense costs, or liability, of any kind or nature (collectivel y referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’S (or CONSULTAN T'S AGENT or SUB- AGENT, if any) acts, errors, omissions, or work, relative to th is Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in th is indemnification provision (i) shall be in effect, without regard to whether or not ANAHEIM, VENDOR or any other p erson maintains or fails to maintain, insurance coverage or a self-insurance program; and (ii) shall survive the termination of this Agreement. The Risk Manager for ANAHEIM may amend the requ irements set forth herein provided such amendment is in the best interest of ANAHEIM to do so.

12. PREVAILING WAGES
Where required pursuant to the provisions of the State of California Labor Code or the Davis Bacon Act, not less than the general prevailing rate of per diem wages including legal holidays, and overtime work for each craft or type of workman n eeded to execute the work contemplated under this Agreement, shall be paid to all workmen employed on the work to be done according to this contract by CONSULTANT or any approved S ubcontractor, and shall be deemed to include employer payments for health and welfare, pen sion, vacation and similar purposes. If both the Davis-Bacon Act and State of California prevailing wage laws apply and the federal and state prevailing rate of per diem wages differ, CON SULTANT and Subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per diem wages are on file at the City of Anaheim, Office of the City Clerk, 200 South Anaheim Bo ulevard, Anaheim, California 92805, and are available to any interested party on request.

13. PROGRESS
CONSULTANT is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed a nd planned, and any meetings th at have been scheduled or are desired.

14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the profession al reputation, experience and c ompetence of CONSULTANT.

Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, tran sferred or encumbered in any w ay without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONSULTANT.

15. SUBCONTRACTING
Except for those subcontractors set forth in the Scope of Servi ces, if any, CONSULTANT shall not subcontract a ny portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONSULTANT shall be fully responsible to ANAHEIM for all act s and omissions of any approv ed subcontractor. Nothing in this Agreement shall create any contractual relationship betwee n ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.

16. USE AND OWNERSHIP OF DOCUMENTS AND DATA

16.1 ANAHEIM shall furnish to CONSULTANT such documents and mat erials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.

16.2 All documents and materials furnished by ANAHEIM to CONSUL TANT pursuant to Section 16.1 shall remain the property of ANAHEIM a nd shall be returned to ANAHEIM upon termination of this Agreement, for any reason. Al l documents or material prepared or caused to be prepared by CONSULTANT, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such m aterials in its discretion without further compensation to C ONSULTANT or any other party. CONSULTANT shall, at CONSULTANT's sole cost and expe nse, provide such documents and material to ANAHEIM upon prior written request.

Documents and material prepared by CONSULTANT pursuant to this Agreement are not intended or represented t o be suitable for reuse by ANA HEIM or others on any other

project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from CONSULTANT will be at ANAHEIM's sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT's deliverables under this Agreement by ANAHEIM or pe rsons other than CONSULTANT, is waived against CONSULTANT and ANAHEIM assumes fu ll responsibility for such changes unless ANAHEIM has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.

17. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes, ideas and communications that result from t he Services provided under thi s Agreement, shall be kept confidential by CONSULTANT unle ss ANAHEIM authorizes, in writin g, the release of said information.

18. INTELLECTUAL PROPERTY INDEMNITY
CONSULTANT shall defend and indemnify ANAHEIM, its agents, offi cers, representatives and employees against any and all liability, in cluding costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAH EIM pursuant to this Agreement.

19. RECORDS
CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain comp lete and accurate records with respect to the costs incurr ed under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement.

All such records and invoices shall be clearly identifiable. C ONSULTANT shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created pursuant to this Agreement during r egular business hours.

CONSULTANT shall allow inspection of all work, data, Documents, proceedings and activities related to this Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement.

20. WITHHOLDINGS
ANAHEIM may withhold payment to CONSULTANT of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay accord ing to the terms of this Agre ement. CONSULTANT shall not discontinue work as a result of such withholding. CONSULTANT shall have an immediate right to appeal to the City Manager or his Designee with respect to s uch disputed sums and his/her decision shall be final. CONSULTANT shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments du ring the time period, from the date of withholding of any amounts found to have been improperly withheld.

21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the neglige nce or professional inexperience of CONSULTANT which result in expense to ANAHEIM g reater than what would have resulted if there were not errors or omissions in the work accomplished by CONSULTANT, the additional cost and expense shall be borne by CONSULTANT. N othing in this paragraph is intended to limit ANAHEIM's rights under the law or any other sections of this Agreement.

22. ANAHEIM'S RIGHT TO EM PLOY OTHER CONSULTANTS
CONSULTANT acknowledges and agr ees that this Agreement and the provision of services hereunder are nonexc lusive and that ANAHEIM may ent er into similar agreements with other entities for the provision of similar services.

23. CONFLICTS OF INTEREST
CONSULTANT or its employees may be subject to the provisions o f the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.

If subject to the Act, CONSULTANT shall conform to all require ments of the Act.

Failure to do so constitutes a material breach and is grounds f or immediate termination of this Agreement by ANAHEIM. CONSULTANT shall indemnify and hold harm less ANAHEIM for any and all claims for damages resulting from CONSULTANT’s violation of this Section.

24. NOTICES
All notices, demands or other writings to be made, given or sen t hereunder, or which may be so given or made or sent by either ANAHEIM or CONSULTANT to the other shall be deemed to have been given when in writing and personally del ivered or if mailed on the third (3rd) day after being deposited in the United States mail, cert ified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:

If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105

With copies to: Dir ector of Public Works
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-5225

To CONSULTANT:

25. ENFORCEMENT OF AGREEMENT

25.1 Events of Default.
.01 For purposes of this Section 25, the word "Default" shall m ean the failure of CONSULTANT to perform any of CONSULTANT's duties or obligations or the breach by CONSULTANT of any of the terms and conditions set forth in t his Agreement. In addition, CONSULTANT shall be deemed to be in Default upon CONSULTANT's ( i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) maki ng a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unle ss in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution o r s e i z u r e o f a l l o r a s u b s t a n t i a l p o r t i o n o f C O N S U L T A N T ' s a s s ets or of CONSULTANT's interests hereunder.
.02 ANAHEIM shall not be deemed to be in Default in the perform ance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONSULTANT specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM's obligation is such that more than thirty (30) days are required for its perfo rmance, then ANAHEIM shall not b e deemed to be in Default if ANAHEIM shall commence to cure such performance within such thi rty (30) day period and thereafter diligently prosecute the same to completion.

25.2 Immediate Termination for C ONSULTANT's Default. CONSULTAN T shall not be deemed to be in Default in the performance of any obligation required to be performed by CONSULTANT hereunder unless and until CONSULTANT has failed to perform such obligation for a period of thirty (30) days after receipt of wr itten notice from ANAHEIM specifying in reasonable detail the nature and extent of any su ch failure; provided, however, that if the nature of CONSULTANT's ob ligation is such that more than thirty (30) days are required for its performance, then CONSULTANT shall not be deemed to be in Default if CONSULTANT shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.

25.3 Termination without Cause. ANAHEIM may terminate this Agr eement at any time without the necessity of cause or Default by giving th irty (30) days' notice in writing to CONSULTANT. In such event, the Parties shall have no further r ights hereunder, except that CONSULTANT shall be paid for all services adequately rendered p rior to such termination and shall receive payment in full for equipment and equipment that has been ordered that cannot be canceled. CONSULTANT may not terminate this Agreement except for cause.

26. COMPLIANCE WITH ALL LAWS
CONSULTANT shall at its own cost and expense comply with all st atutes, ordinances, regulations and requi rements of all governmental en tities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONSULTANT shall conform to a pplicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.

27. WAIVER
A waiver by either Party of any breach, of any term, covenant o r condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

28. INTEGRATED CONTRACT
This Agreement and the exhibits hereto contain the entire agreement of ANAHEIM and CONSULTANT with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM o r CONSULTANT which is not conta ined herein, shall be valid or binding. No prior agreement, understanding or represe ntation pertaining to any such matter shall be effective for any purpose.

29. CONFLICTS OR I NCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits or any other attachments attached hereto, the terms of this Agreement shall govern.

30. INTERPRETATION
Each Party acknowledges that he / she / it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreem e n t . T h e p r o v i s i o n s o f t h i s Agreement shall be interpreted to give effect to their fair mea ning and shall be construed as prepared by both Parties.

31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONSULTANT and ANAHEIM and approved as to form by the City Attorney.

32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenfo rceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONSULTANT herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONSULTANT by statute or law now existing or hereafter enacted and the exercise on an y one (1) remedy by ANAHEIM or CONSULTANT shall not exclude the exercise of any other remedy.

34. NO THIRD PARTY BENEFICIARIES
The Parties intend that no rights nor remedies be granted to an y third party as a beneficiary of this Agreement or of any covenant, duty, obligat ion or undertaking established herein.

35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreemen t shall be adjudicated in a court of competent jurisdiction in the County of Orange.

36. DISCRIMINATION
CONSULTANT agrees not to discriminate against any person or cla ss of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that CONSULTANT offer accommodat ions or services to the public, such accommodations or services shall be offered by CONSULTANT to the public on fair and reasonable terms.

37. AUTHORITY
Each individual executing this Agr eement on behalf of a corpora tion, nonprofit corporation, partnership or other entity o r organization, repre sents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONSULTANT shall, at ANAHEIM's request, deliver a certified copy of it governing board's resolution or certificate authorizing or evidencing such execution.

38. EFFECTIVE DATE
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM ("Effective Date").

Remainder of page intentionally left blank; signatures on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreem ent to be executed on the dates hereinafter respectively set forth.

DATE OF EXECUTION:

CITY OF ANAHEIM
a municipal corporation

B y :

“ ANAHEIM”
ATTEST:

B y : _
City Clerk of Anaheim

DATE OF EXECUTION:

By: _____________________________________

Printed Name: _____________________________

Title: ___________________________________

“ C O N S U L T A N T ”

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY

B y :

Bryn M. Morley
Deputy City Attorney

D a t e d :
152801
Attachments: Exhibit A

Pavement Management Plan
Professional Services
Attachment #3 Page 1

Appendix
ATTACHMENT 3

SAMPLE INSURANCE REQUIREMENTS

INSURANCE

1. INSURANCE

Without limiting ANAHEIM’s right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:

Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence.

Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, without a self-insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Comprehensive Automobile Liability Coverage including —as applicable —owned, non-owned, and hired autos, in an amount not less than $1,000,000 per occurrence, combined single limit, as required by California law.

Professional Liability Insurance in an amount not less than $1,000,000 per occurrence, and CONSULTANT shall maintain such coverage for at least one (1) year from the termination of this Agreement. Such insurance shall be written on a primary basis, without a self-insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:

“This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days notice.”

Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall Pavement Management Plan
Professional Services
Attachment #3 Page 2

otherwise provide for the following conditions:

“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”

Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:

Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;

Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which Pavement Management Plan
Professional Services
Attachment #3 Page 3

CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’s, (or CONSULTANT’s
contractors/subcontractor, if any) performance of the work covered under this Agreement.

In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONSULTANT under this Agreement (except for firms which are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONSULTANT shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’s Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in ANAHEIM’s best interest.

2. INDEMNIFICATION

As respects acts, errors or omissions in the performance of professional services, CONSULTANT agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising directly out of CONSULTANT’s (or CONSULTANT’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement.

As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’s (or CONSULTANT's contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONSULTANT, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

APPENDIX 4

CONFLICT OF INTEREST

Conflict of Interest Form for Consultants
(Consultant to complete, sign and submit with the RFQ Submittals)

The Political Reform Act (Government Code Sections 81000- 91014) and Government Code Section 1090 prohibit any Anaheim public official , officer, or employee from involvement in a governmental decision or contract in which he or she has a financial interest. It is the responsibility of the consultant, consultant's employees, and subconsultants who perform work under the consultant agreement to evaluate any pot ential conflict of interests and follow the provisions of the conflict of interest requirements as set forth in the consultant agreement. Be advised that a prohibited conflict of interest may void any award where it exists.

Federal regulation governing conflict of interest (23 CFR 1.33) requires that:

1) No contracting agency employee who participates in the procurement, management, or administration of federal or state funded contracts or subcontracts shall have, directly or indirectly, any financial or other personal interest in connection with such contract or subcontract; 2) No person or entity performing services for a contracting agency in connection with a federal or state funded project shall have, directly or indirectly, any financial or other personal interest, other than employment or retention by the contracting agency, in any contract or subcontract in connection with such project;

I, the undersigned, hereby certify that I have reviewed and understand the above paragraph, and in furtherance of the foregoing, I have evaluated and caused my company's employees and subconsultants to evaluate any potential conflict of interests. Based on this evaluation, I hereby further certify that no such conflict of interests exists.

SIGNATURE OF AUTHORIZED SIGNATORY

_____________________________________ Date: ________________

Print Name: ___________________________

Title: _________________________________

Consultant Name: ___________________

Revised 10/19/16

DESIGNATION OF SUB-CONTRACTORS (CONSULTANTS)
Submit with Proposal
In compliance with the Provisions of Section 4100-4107 of the Code of the State of California, Labor Code Section 1771.1 and any Amendments thereto, the undersigned certifies that he has used the sub- proposals of the following listed sub-contractors in making up his proposal, and that the sub-contractors listed will be used for the work for which they proposed, subject to approval of the Engineer, and in accordance with the applicable provisions of the Request for Proposals. If the proposer does not submit the names and addresses of sub-contractors, he shall be required to do the work with his forces.

If no sub-contractors are listed, all insurance shall be written in the name of the general contractor only, and any liabilities arising through the operation of a sub-contractor shall not be covered by the insurance.

General contractor, contractor, sub-contractor shall be as defined in the Request for Proposals and per State of California Labor Code Section 1777.1.

Print clearly and complete ALL lines.

1. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

2. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

3. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date
No sub-contractor may be listed on a proposal unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

Proposers may be considered NON-RESPONSIVE
if all information is not completely filled in.
_____________________________________ ___________________________________

PROPOSER'S NAME AUTHORIZED SIGNATURE
Basis of Award shall be as specified in the Request for Proposals Revised 10/19/16

Print clearly and complete ALL lines.

4. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

5. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

6. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

7. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

8. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

9. Sub-Contractor’s
Name
Item of Work
Complete Street Address
Phone No.

Email (for DIR input)
License No. Exp. Date
DIR Registration No. Exp. Date

Anaheim City CouncilNovember 13, 2024

Anaheim City Council
November 13, 2024