CAMARILLO SANITARY DISTRICT
PROFESSIONAL SERVICES AGREEMENT
With
KENNEDY/JENKS CONSULTANTS, INC.
For
WASTEWATER SYSTEM GENERATOR REPLACEMENT –
PROJECT NO. SS-5120
PROFESSIONAL ENGINEERING DESIGN SERVICES
CSD Agreement No. 2023-11
Form Approved April 2021 i
TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. ............................................................................................. 1 Section 2. Scope and Performance of Services. ................................................................... 1 Section 3. Additional Services and Changes in Services. ..................................................... 2 Section 4. Familiarity with Services and Site. ........................................................................ 2 Section 5. Compensation and Payment. ............................................................................... 2 Section 6. Required Documentation Prior to Performance. ................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. ......................................... 3 Section 8. Cooperation by District. ........................................................................................ 4 Section 9. Project Documents. .............................................................................................. 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ........................................................................ 5 Section 12. Status of Consultant. ............................................................................................ 5 Section 13. Compliance with Applicable Laws. ....................................................................... 6 Section 14. Unauthorized Aliens. ............................................................................................ 6 Section 15. Conflicts of Interest. ............................................................................................. 6 Section 16. Indemnification. .................................................................................................... 7 Section 17. Insurance. ............................................................................................................8 Section 18. Assignment. ......................................................................................................... 8 Section 19. Default; Limitations on Liability. ............................................................................ 9 Section 20. Termination of Agreement. ................................................................................... 9 Section 21. Notices. ................................................................................................................ 9 Section 22. General Provisions. ............................................................................................ 10
Exhibit A – Scope Of Services ................................................................................................ A-1 Exhibit B – Key Personnel & Compensation ........................................................................... B-1 Exhibit C – Insurance .............................................................................................................. C-1 CSD Agreement No. 2023-11
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of October 25, 2023 (“Effective Date”), and is between the Camarillo Sanitary District, a Sanitary District organized pursuant to the California Health and Safety Code (“District”) and Kennedy/Jenks Consultants, Inc., a California corporation (“Consultant”).
Section 1. Term of Agreement.
Subject to the provisions of Section 20 (Termination of Agreement), the term of this Agreement will be for a period commencing on the Effective Date and will terminate upon the completion of Consultant’s services.
Section 2. Scope and Performance of Services.
2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.
2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.
2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.
2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify District and obtain District’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.
2.5 Consultant must obtain District’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.
2.6 Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement.
In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
2.7 District may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by District will not constitute a waiver of any of the provisions of this Agreement.
2.8 The Consultant must maintain any work site in the District in a safe condition, free of hazards to persons and property resulting from its operations.
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Section 3. Additional Services and Changes in Services.
3.1Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by District.
3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the District Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.
3.3 District may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.
All such changes must be authorized in writing, and executed by Consultant and District.
The cost or credit to District resulting from changes in the services will be determined by the written agreement between the parties.
Section 4. Familiarity with Services and Site.
4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.
4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.
Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform District of such fact and will not proceed except at Consultant’s own risk until written instructions are received from District.
Section 5. Compensation and Payment.
5.1 Subject to any limitations set forth in this Agreement, District agrees to pay Consultant on the basis of the hourly rates and fees as specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by District.
5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.
5.3 Each month during the term of this Agreement, Consultant must furnish District with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail CSD Agreement No. 2023-11
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charges by the following categories: labor (by subcategory), reimbursable costs, subcontractor contracts and miscellaneous expenses. The invoice must list, as applicable, the hours worked and hourly rates for each personnel category, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, and the total cost of the services. If applicable, the invoice must also provide a budget summary including the total amounts previously invoiced and paid, the current invoice amount and the budget remaining.
5.4 District will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by District, the invoice will be returned by District to Consultant for correction and resubmission.
5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by District, District will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.
5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to District at the time of payment.
5.7 District reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.
Section 6. Required Documentation Prior to Performance.
6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides District with a Taxpayer Identification Number; (c) Consultant obtains a business tax certificate and license, if applicable, and provides proof of compliance; and
(d) District gives Consultant a written notice to proceed.
6.2 The District will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.
Section 7. Time of Performance; Excusable Delays; Extensions.
7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.
7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of District, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Consultant is delayed by any cause beyond Consultant’s control, District may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify District within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with Consultant’s performance of services.
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Section 8. Cooperation by District.
All public information, data, reports, records, and maps as are existing and available to District as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of District and may be used, reused or otherwise disposed of by District without the permission of Consultant.
Consultant will take such steps as are necessary to perfect or protect the ownership interest of District in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by District, Consultant must turn over to District all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. District acknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at District’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to District the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement.
9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without district’s prior written approval.
Section 10. Confidential Information; Release of Information.
10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than District without prior written authorization from the District Manager, except as may be required by law.
10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the District Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives District notice of such court order or subpoena.
10.3 If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then District will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.
10.4 Consultant must promptly notify District should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the services performed under this Agreement. District retains the right, but has no obligation, to represent CSD Agreement No. 2023-11
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Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with District and to provide District with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by District to control, direct, or rewrite such response.
10.5 All media and press releases, including graphic display information, must be approved and distributed solely by District, unless otherwise agreed to in writing by District. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by District.
Section 11. Consultant’s Books and Records.
11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to District under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.
11.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by District or its designated representative. Copies of such documents or records must be provided directly to District for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.
11.3 Where District has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, District may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to District, as well as to its successors-in-interest and authorized representatives.
Section 12. Status of Consultant.
12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of District. Consultant has no authority to bind District in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against District, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by District.
12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither District, nor any elected or appointed boards, officers, officials, employees or agents of District, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, or employees of District.
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12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to District’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
13.1 In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the services performed by Consultant.
13.2 Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.
13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.
Section 14. Unauthorized Aliens.
Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against District for the use of unauthorized aliens, Consultant agrees to reimburse District for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by District.
Section 15. Conflicts of Interest.
15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of District or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 and following), and California Government Code section 1090.
15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the District in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has CSD Agreement No. 2023-11
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any of the financial interests listed in Government Code section 87103.
15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to District and take such action as District may direct to remedy the conflict.
15.4 District understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to District, it is unaware of any stated position of District relative to these projects. Any future position of District on these projects will not be considered a conflict of interest for purposes of this section.
Section 16. Indemnification.
16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless District from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section. Consultant acknowledges that District would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless District as set forth in this section.
16.2 For the purposes of this section, “District” includes District’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless District from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).
16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless District from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by District’s sole negligence or willful misconduct (collectively, “Operations Claims”).
16.5 Consultant must notify District within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify District for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend District in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by District, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Consultant are responsible for the Operations Claim CSD Agreement No. 2023-11
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does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.
16.7 Consultant agrees that settlement of any Operations or Services Claim against District requires the consent of District. District agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify District for the costs of any such settlement as required under this Agreement.
16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
16.9 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. District’s failure to monitor compliance with this requirement imposes no additional obligations on District and will in no way act as a waiver of any rights under this Agreement.
16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the District only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional, and also places limitations on the costs of defense that may be charged to a design professional. The term "design professional,” is defined in Section 2782.8, and includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.
16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).
Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement. All insurance policies are subject to approval by District as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the District Manager or District Counsel.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. District has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of District, which may be withheld in the District’s sole discretion. Any attempted assignment will be CSD Agreement No. 2023-11
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null and void, and will constitute a material breach of this Agreement entitling District to any and all remedies at law or in equity, including summary termination of this Agreement.
Section 19. Default; Limitations on Liability.
19.1 In the event that Consultant is in default under the terms of this Agreement, District will have no obligation or duty to continue compensating Consultant for any services performed after District provides written notice to Consultant of such default.
19.2 Consultant agrees that no District official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of District, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
19.3 District’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.
Section 20. Termination of Agreement.
20.1 District may terminate this Agreement, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.
20.2 Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to District.
20.3 Upon termination of this Agreement by either Consultant or District, all property belonging to District that is in Consultant’s possession must be returned to District. Consultant must promptly deliver to District a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.
20.4 Consultant acknowledges District’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from District’s termination of this Agreement.
Section 21. Notices.
21.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:
To District:
Camarillo Sanitary District
601 Carmen Drive
Camarillo, California 93010
Attention: James Campero
Tel. (805) 388-5340
Fax (805) 388-5387
E-Mail [email protected]
To Consultant:
Kennedy/Jenks Consultants, Inc.
2775 North Ventura Road, Suite 202
Oxnard, CA 93036
Attention: Jeff Savard
Tel. (805) 973-5719
Fax n/a
E-Mail [email protected]
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21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
21.3 Any party may change its notice information by giving notice to the other party in compliance with this section.
Section 22. General Provisions.
22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.
22.2 Entire Agreement. This Agreement, including the attached Exhibits A through C, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and District prior to the execution of this Agreement.
22.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.
22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the District Board or District Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
22.5 Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts.
22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by District of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.
22.7 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
22.8 Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read and construed without the invalid, void or unenforceable provision.
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22.9 Venue. In the event of litigation between the parties, venue will be exclusively in a state court in the County of Ventura.
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:
CAMARILLO SANITARY DISTRICT
_________________________________
Greg Ramirez, District Manager
ATTEST:
_________________________________
Kristy Buxkemper, Assistant Secretary
KENNEDY/JENKS CONSULTANTS, INC., a California Corporation
_________________________________
Jeff Savard, Vice President
_________________________________
Edward Yang, Vice President
Camarillo Business Tax Certificate No. _022430______ / Expiration Date _10/31/2023__ CSD Agreement No. 2023-11
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EXHIBIT A
SCOPE OF SERVICES
[Attached]
CSD Agreement No. 2023-11
WASTEWATER SYSTEM GENERATOR REPLACEMENT DESIGN
The project consists of preparing design documents for replacing existing generators, fueling systems and automatic transfer switch (ATS) at Pump Station 3 (PS3) and Pump Station 5 (PS5). The new generators will be purchased by CSD and installed by the contractor as Owner Furnished Contractor Installed (OFCI) equipment. The new generators will be supplied with integral fuel tanks and the existing fuel tanks will be demolished. The new generators will be installed outdoors on existing concrete pads. The existing concrete pads will be analyzed and modified accordingly for the new generators.
The project also includes performing a load analysis of the wastewater treatment plant (WWTP) to determine if the existing 1400 kW generator is adequately sized to power the entire facility.
As part of this evaluation, Kennedy Jenks will consider other potential options and their associated costs and provided recommendations accordingly. In addition, an evaluation will be performed to determine the modifications required for integrating the existing generator with the new battery energy storage system recently provided by Tesla.
Scope of Services
Task 1 Project Management
1.1 Meetings: Kennedy Jenks will participate in virtual meetings throughout design of the project. The meetings will consist of the following:
Kickoff Meeting
Preliminary Design Meeting
60% Design Review Meeting
90% Design Review Meeting
Regular Progress Meetings (up to 4)
1.2 Quality Assurance/Quality Control (QA/QC): Kennedy Jenks will conduct an effective quality assurance and quality control program and perform a review of all deliverables prior to submittal.
1.3 Management: This task addresses the management responsibilities associated with proper scheduling, budget control, invoice preparation and coordination. Kennedy Jenks will manage the project including providing oversight of the project team, preparing/updating the project schedule, and interfacing with the CSD. Deliverables Kennedy Jenks will submit meeting agendas prior to each outlined meeting. Kennedy Jenks will submit draft meeting minutes within five (5) working days following the meeting. Review comments will be incorporated and final minutes will be submitted.
Task 2 Preliminary Design
EXHIBIT A
CSD Agreement No. 2023-11
2.1 Preliminary Design: Kennedy Jenks will provide preliminary design services to confirm and define the proposed improvements. These services will include:
Reviewing background documents provided by the CSD related to the proposed improvements.
Reviewing WWTP documents related to evaluating existing electrical loads and consolidating standby power to one generator and the associated electrical improvements.
Reviewing the new Tesla battery energy storage system at the WWTP and evaluating how to integrate with the existing generator. Conducting a site visit to each of the three sites.
Confirming design criteria for the proposed improvements. Preparing conceptual drawings/figures describing the proposed improvements at PS3 and PS5 which includes replacement of the existing generators and ATS, demolition of the existing fuel tanks, modifications to the existing concrete pads, and associated electrical improvements related to the new generators. Confirming and documenting permits required for construction with VCAPCD.
Preparation of permit applications is covered under Task 3. Preparing conceptual construction cost estimate in accordance with American Association of Cost Engineers International (AACEI) Class 5 (preliminary planning stage cost estimate).
Preparing a brief Technical Memorandum (TM) summarizing the established design criteria, permitting requirements, proposed improvements, and cost estimate. This will become the Basis of Design for the remainder of the project. Conducting a virtual meeting with the CSD to discuss the recommendations made in the Basis of Design TM and to jointly determine the design features to carry forward into the final design phase. This effort is included in Task 1. Deliverables Kennedy Jenks will submit an electronic copy (pdf) of the Draft Basis of Design TM. Review comments on the Draft TM will be incorporated into a Final TM.
Kennedy Jenks will submit an electronic copy (pdf) of the Final TM.
Task 3 Permitting Support
3.1 VCAPCD Permit Support: Kennedy Jenks will prepare permit application and support documents to assist the CSD in obtaining approval from VCAPCD for the new generators. Kennedy Jenks will revise permit application and support documents based on VCAPCD review comments. It is our understanding that the CSD will submit the permit application and supporting documents to VCAPCD and pay all associated permit fees.
3.2 City Building Department Permit Support: Kennedy Jenks will prepare permit application and support documents to assist the CSD in obtaining approval from the City of Camarillos Building Department for the proposed improvements. Kennedy Jenks will revise permit application and support documents based on City review comments. It is CSD Agreement No. 2023-11
our understanding the CSD will submit the permit application and supporting documents to the City and pay all associated permit fees.
Deliverables Kennedy Jenks will submit an electronic copy (pdf) of the draft permit applications and support documents to the CSD for review. Kennedy Jenks will incorporate comments and submit an electronic copy (pdf) of the final permit applications and support documents to the CSD for transmittal to VCAPCD and the City.
Task 4 Final Design
4.1 Design Plans : Based on the final Basis of Design TM, Kennedy Jenks will prepare design plans in accordance with the CSDs latest design standards. Design drawings will be prepared in AutoCAD 2021 utilizing the CSDs standard title block. Kennedy Jenks will prepare 60%, 90%, 100% and final design plans. Design review meetings will be conducted with the CSD following the 60% and 90% design submittals in accordance with Task 1.
4.2 Contract Specifications: Kennedy Jenks will prepare project specifications in Microsoft Word utilizing the CSDs existing front-end bidding documents and supplement with Kennedy Jenks technical specifications as required. Kennedy Jenks will prepare complete specifications, including General Conditions (provided by the CSD), Special Provisions (provided by the CSD), Technical Specifications, Contract Documents (provided by the CSD), and Bid Schedule. Kennedy Jenks will review the entire contract documents at 100% submittal, including CSD provided documents (General Conditions, Special Provisions, Contract Documents, etc.) to confirm there is no conflicting information. Kennedy Jenks will provide the CSD a Word document (in track changes) for all CSD provided specifications.
4.3 Opinion of Probable Construction Cost: Kennedy Jenks will prepare an opinion of probable construction cost presented as an Excel spreadsheet. The final cost opinion will be in accordance with the Bid Schedule. The cost opinion will accompany all design submittals and take the construction sequencing/phasing into consideration.
Deliverables Kennedy Jenks will submit electronic copies (pdf) of the drawings, specifications and cost opinion at the 60%, 90%, 100% and Final design levels (Word and CAD files will also be provided with the final design submittal).
Task 5 Bidding Services
5.1 Bidding Services : Kennedy Jenks will provide engineering support to the CSD during the bid period. Services during bidding include the following:
Attending the pre bid meeting (Project Manager only). It is assumed the CSD will lead the meeting.
Responding to bidder questions forwarded by the CSD (up to 10). Providing engineering support to the CSD for preparation of addenda (up to 4) including revisions to design drawings.
CSD Agreement No. 2023-11
The CSD will be the primary contact for potential bidders during the bid period and will also be responsible for advertising the project.
Scope Assumptions
Kennedy Jenks has made the following assumptions, in addition to those identified in the tasks above, when preparing this scope:
CEQA documentation will be provided by the CSD.
Generators are to be set on existing pads. Generator pads will be reviewed for adequacy based on the design information provided by CSD for the original design. The total number of design drawings will not exceed 32 sheets. Drawings and specifications will be prepared utilizing the CSDs title block, CSD format Special Provisions, Kennedy Jenks CAD standards and Kennedy Jenks technical specifications. City of Camarillo and CSD Standard Plate Drawings and Standard Specifications will be incorporated/referenced as determined appropriate by Kennedy Jenks.
The new generators will provide identical Inputs/Outputs to CSD SCADA system and will operate with the same functionality of the existing system. No P&IDs will be included as part of this project.
CSD will provide standard front-end specification contract documents for use on this project. Kennedy Jenks will incorporate and review full contract specifications to ensure it is complete and does not have any conflicting language. All deliverables will be provided in PDF format and transmitted electronically. The final design submittal will also include Word files and CAD files. In addition, Word and CAD files will be transmitted to the CSD if requested at a deliverable milestone. CSD review time for the 60%, 90%, 100% design submittals is assumed to be three weeks. If CSD review time takes longer than two weeks, the design timeline will be extended accordingly.
CSD will assemble, reproduce, and distribute the bid documents. Engineering services during construction are excluded from this design contract. A separate proposal for engineering services during construction will be provided to the CSD in the future if requested.
Proposal does not include services not explicitly listed above and specifically does not include surveying/mapping, geotechnical investigation, permitting support, advertisement for bid or reproduction services.
Schedule
We are prepared to initiate work on this project immediately upon receipt of a Notice-to-Proceed (NTP). The design period is estimated at 8 months.
CSD Agreement No. 2023-11
Proposal Fee Estimate Kennedy/Jenks Consultants
CLIENT Name:
PROJECT Description: Wastewater System Generator Replacement Design Proposal/Job Number: Date:
KJ KJ
Camarillo Sanitary District
8/22/2023
s +
Classification: Total
Labor
ODCs
Eng-Sci-9
Savard
Eng-Sci-8
Jeff Mohr, PJ
Bordaniotis
Eng-Sci-7
Zach Devlin
Eng-Sci-5
Mike Washmuth
Eng-Sci-5
Janet Hoffman
Eng-Sci-4
Zach Pyle
Eng-Sci-3
Ricardo Mejia
Jack Stobaugh
Project Assistant
Eng-Sci-7
Paul Post
Admin. Assist.
CAD Tech
Erick Almalel
Total
Labor
Total
ExpensesTotal Labor + Su
bs
Expenses
Hourly Rate: $310 $295 $275 $275 $220 $220 $205 $190 $130 $130 $110 Hours Fees Fees Fees Task 1 - Project Management
1.1 - Meetings 0 $0 $0 $0 $0
Kick Off 4 2 2 2 2 12 $3,160 $3,160 $0 $3,160
Preliminary Design 4 2 2 2 2 12 $3,160 $3,160 $0 $3,160 60% Design 4 2 2 2 2 12 $3,160 $3,160 $0 $3,160
90% Design 4 2 2 2 2 12 $3,160 $3,160 $0 $3,160
Regular Progress Meetings (4) 4 4 4 4 4 20 $5,080 $5,080 $0 $5,080
1.2 - QA/QC 48 48 $14,160 $14,160 $0 $14,160
1.3 - Management (8 months) 16 16 32 $7,040 $7,040 $0 $7,040 Task 1 - Project Management 36 48 12 12 12 0 0 12 0 16 0 148 $38,920 $0 $38,920 $0 $38,920 Task 2 - Preliminary Design
Review Background Information 8 8 24 8 8 56 $12,840 $12,840 $0 $12,840 Site Visit 4 16 4 24 $6,720 $300 $6,720 $300 $7,020
WWTP Generator Evaluation 16 16 16 48 $13,520 $13,520 $0 $13,520 Draft TM 2 8 4 4 8 8 12 8 16 70 $14,760 $14,760 $0 $14,760 Final TM 2 4 2 2 4 4 4 4 8 34 $7,280 $7,280 $0 $7,280
Task 2 - Preliminary Design 8 44 30 30 36 12 24 24 24 0 0 232 $55,120 $300 $55,120 $300 $55,420 Task 3 - Permitting Support
3.1 - VCAPCD Permit Support 12 40 52 $11,140 $11,140 $0 $11,140
3.2 - City Bldg Permit Support 20 40 60 $12,000 $12,000 $0 $12,000 Task 3 - Permitting Support 0 12 0 0 20 0 0 80 0 0 0 112 $23,140 $0 $23,140 $0 $23,140 Task 4 - Final Design
4.1 - Design Plans (32 dwgs) 0 $0 $0 $0 $0
60% 1 13 0 15 0 53 85 32 199 $38,345 $38,345 $0 $38,345 90% 1 11 0 13 0 45 73 28 171 $32,915 $32,915 $0 $32,915 \\KJC.local\KJC-Root\KJ-Office\VEN\Share\MARKET\PRO\Camarillo\Generators 2023\CamarilloGeneratorReplacement_FeeEstimate_Draft_rev3 © 2008 Kennedy/Jenks Consultants, Inc.
CSD Agreement No. 2023-11
Proposal Fee Estimate Kennedy/Jenks Consultants
CLIENT Name:
PROJECT Description: Wastewater System Generator Replacement Design Proposal/Job Number: Date:
Camarillo Sanitary District
8/22/2023
KJ KJ s +
Classification: Total
Labor
ODCs
Eng-Sci-9
Savard
Eng-Sci-8
Jeff Mohr, PJ
Bordaniotis
Eng-Sci-7
Zach Devlin
Eng-Sci-5
Mike Washmuth
Eng-Sci-5
Janet Hoffman
Eng-Sci-4
Zach Pyle
Eng-Sci-3
Ricardo Mejia
Jack Stobaugh
Project Assistant
Eng-Sci-7
Paul Post
Admin. Assist.
CAD Tech
Erick Almalel
Total
Labor
Total
ExpensesTotal Labor + Su
bs
Expenses
Hourly Rate: $310 $295 $275 $275 $220 $220 $205 $190 $130 $130 $110 Hours Fees Fees Fees 100% 1 9 0 11 0 38 61 23 143 $27,560 $27,560 $0 $27,560 Final 0 4 0 4 0 15 24 9 56 $10,785 $10,785 $0 $10,785
4.2 - Contract Specifications 0 $0 $0 $0 $0
60% 5 3 3 3 0 3 2 2 21 $5,000 $5,000 $0 $5,000
90% 5 8 8 8 0 8 6 4 47 $10,855 $10,855 $0 $10,855
100% 5 3 3 3 0 3 2 4 23 $5,220 $5,220 $0 $5,220
Final 5 2 2 2 0 2 1 4 18 $4,055 $4,055 $0 $4,055
4.3 - Opinion of Probable Construction Cost 0 $0 $0 $0 $0 60% 1 4 4 8 4 21 $4,835 $4,835 $0 $4,835
90% 1 4 4 4 4 17 $3,955 $3,955 $0 $3,955
100% 1 4 4 4 4 17 $3,955 $3,955 $0 $3,955
Final 1 2 2 2 2 9 $2,115 $2,115 $0 $2,115
Task 4 - Final Design 0 23 57 30 73 18 181 254 92 0 14 742 $149,595 $0 $149,595 $0 $149,595 Task 5 - Bidding Services
5.1 - Bidding Sevices 4 8 6 6 6 8 12 50 $11,300 $50 $11,300 $50 $11,350 Task 5 - Bidding Services 4 8 6 6 6 0 0 8 12 0 0 50 $11,300 $50 $11,300 $50 $11,350 All Tasks Total 48 135 105 78 147 30 205 378 128 16 14 1284 $278,075 $350 $278,075 $350 $278,425 \\KJC.local\KJC-Root\KJ-Office\VEN\Share\MARKET\PRO\Camarillo\Generators 2023\CamarilloGeneratorReplacement_FeeEstimate_Draft_rev3 © 2008 Kennedy/Jenks Consultants, Inc.
CSD Agreement No. 2023-11
Form Approved April 2021 B-1
EXHIBIT B
KEY PERSONNEL & COMPENSATION
1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement is Jeff Savard, Vice President.
2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed: $278,425.
KEY PERSONNEL:
Name Title/Position
Jeff Savard Vice President/E ngineer Scientist Specialist 9 Jack Stobaugh Engineer Scientist Specialist 3
Zach Pyle E ngineer Scientist Specialist 4
FEE SCHEDULE – See Attached
CSD Agreement No. 2023-11
Client/Address: Camarillo Sanitary District
601 Carmen Drive
Camarillo, CA 93010
Contract/Proposal Date: August 22, 2023
Schedule of Charges
PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1 ............................................................................ $135 Engineer-Scientist-Specialist 2 ............................................................................ $165 Engineer-Scientist-Specialist 3 ............................................................................ $190 Engineer-Scientist-Specialist 4 ............................................................................ $205 Engineer-Scientist-Specialist 5 ............................................................................ $220 Engineer-Scientist-Specialist 6 ............................................................................ $245 Engineer-Scientist-Specialist 7 ............................................................................ $275 Engineer-Scientist-Specialist 8 ............................................................................ $295 Engineer-Scientist-Specialist 9 ............................................................................ $310 CAD-Technician .................................................................................................. $130 Senior CAD-Technician ....................................................................................... $145 CAD-Designer ..................................................................................................... $160 Senior CAD-Designer .......................................................................................... $175 Project Assistant ................................................................................................. $130 Administrative Assistant ...................................................................................... $110 Aide ....................................................................................................................... $90 Direct Expenses
Reimbursement for direct expenses, as listed below, incurred in connection with the work, will be at cost plus ten percent for items such as:
a. Maps, photographs, 3rd party reproductions, 3rd party printing, equipment rental, and special supplies related to the work.
b. Consultants, soils engineers, surveyors, contractors, and other outside services. c. Rented vehicles, local public transportation and taxis, travel and subsistence. d. Project specific telecommunications and delivery charges. e. Special fees, insurance, permits, and licenses applicable to the work. f. Outside computer processing, computation, and proprietary programs purchased for the work.
Reimbursement for vehicles used in connection with the work will be at the federally approved mileage rates or at a negotiated monthly rate.
If prevailing wage rates apply, the above billing rates will be adjusted as appropriate.
Overtime for non-exempt employees will be billed at one and a half times the Hourly Rates specified above.
Rates for professional staff for legal proceedings or as expert witnesses will be at rates one and one-half times the Hourly Rates specified above.
Excise and gross receipts taxes, if any, will be added as a direct expense.
EXHIBIT B
CSD Agreement No. 2023-11
Form Approved April 2021 C-1
EXHIBIT C
INSURANCE
1. Required Insurance. Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits (combined single)
Commercial General Liability $1,000,000 / $2,000,000 aggregate Business Automobile Liability $1,000,000
Workers’ Compensation Statutory
Professional Liability $2,000,000
2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by District’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross- liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the District, its officers, employees and agents, and volunteers. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include both a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non- contributory endorsement, both in favor of the District, its officers, employees, agents, and volunteers.
5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of District, its officers, employees, agents, and volunteers.
6. Professional Liability (Errors & Omissions) Insurance. The professional liability insurance must cover the services to be performed under this Agreement. The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.
7. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on-behalf” basis, with defense costs payable in CSD Agreement No. 2023-11
Form Approved April 2021 C-2
addition to policy limits. There may be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. The policy must “follow form” to the underlying primary policy.
Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of District. The scope of coverage provided is subject to approval of District following receipt of the required proof of insurance.
8. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by District.
In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by District in its sole discretion. At the option of District, either the insurer will reduce or eliminate such deductibles or self- insured retentions with respect to the District’s additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.
9. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies.
Prior to commencing any services under this Agreement, Consultant must file with the District certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by District. These certificates of insurance and endorsements must be in a form approved by the District’s legal counsel. Consultant must maintain current certificates and endorsements on file with District during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to District by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to District of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the Districts right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the District with at least 30 days’ prior written notice of the applicable changes. District reserves the right to require complete, certified copies of all required insurance policies at any time.
10. Failure to Maintain Required Insurance. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the District may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, District may terminate the Agreement.
11. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to District in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to District to compensate it for such losses.
12. Required Insurance for Subconsultants/Subcontractors. Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
13. Right to Revise Insurance Specifications. District reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such CSD Agreement No. 2023-11
Form Approved April 2021 C-3
change. If such change results in substantial additional cost to Consultant, the parties may renegotiate Consultant’s compensation.
14. Timely Notice of Claims. Consultant must give District prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.
CSD Agreement No. 2023-11