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 City 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 City, the invoice will be returned by City 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 City, City 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 City at the time of payment.
5.7 City 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 City with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) City gives Consultant a written notice to proceed.
6.2 The City 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 City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Consultant is delayed by any cause beyond Consultant's control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and Form Approved April 2021 3 CC Agreement No. 2025-2
how such delay interferes with Consultant's performance of services.
Section 8. Cooperation by City.
All public information, data, reports, records, and maps as are existing and available to City 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 City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City 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 City's own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to City 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 City'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 City without prior written authorization from the City Manager, except as may be required by law.
10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, 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 City 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 City 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 City 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 Form Approved April 2021 4 CC Agreement No. 2025-2
or subpoena from any party regarding this Agreement and the services performed under this Agreement. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City 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 City 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 City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.
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 City 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 City or its designated representative. Copies of such documents or records must be provided directly to City 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 City 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, City 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 City, 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 City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
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 City, nor any elected or appointed boards, officers, officials, employees or agents of City, 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 Form Approved April 2021 5 CC Agreement No. 2025-2
or agents are in any manner officials, officers, or employees of City.
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 City'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 City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys' fees, incurred by City.
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 City 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 City in which Consultant knows or has reason Form Approved April 2021 6 CC Agreement No. 2025-2
to know that Consultant, or any officer, principal or employee of Consultant has 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 City and take such action as City may direct to remedy the conflict.
15.4 City 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 City, it is unaware of any stated position of City relative to these projects. Any future position of City 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 City 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 City would not enter into this Agreement in the absence of Consultant's commitment to defend, indemnify, and hold harmless City as set forth in this section.
16.2 For the purposes of this section, "City" includes City'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 City 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 City 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 City's sole negligence or willful misconduct (collectively, "Operations Claims").
16.5 Consultant must notify City 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 City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, 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 Form Approved April 2021 CC Agreement No. 2025-2
persons other than Consultant are responsible for the Operations Claim 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 City requires the consent of City. City 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 City 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. City's failure to monitor compliance with this requirement imposes no additional obligations on City 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 City 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 or mis Secion to are to be herpested and apt to the rulet exten 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 City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City 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 City, which may be withheld in the City's sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
Form Approved April 2021 8 CC Agreement No. 2025-2
Section 19. Default; Limitations on Liability.
19.1 In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed after City provides written notice to Consultant of such default.
19.2 Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
19.3 City'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 City 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 City.
20.3 Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant's possession must be returned to City. Consultant must promptly deliver to City 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 City'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 City'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 City: To Consultant:
City of Camarillo Kennedy/Jenks Consultants, Inc.,
601 Carmen Drive 2775 North Ventura Road, Suite 202
Camarillo, California 93010 Oxnard, CA 93036
Attention: James Campero Attention: Jeff Savard
Tel. (805) 388-5340 Tel. (805) 973-5719
Fax (805) 388-5387 Fax n/a
E-Mail [email protected] E-Mail [email protected] Form Approved April 2021 9 CC Agreement No. 2025-2
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.
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 City 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 City Council or City 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 City 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 Form Approved April 2021 10 CC Agreement No. 2025-2
and construed without the invalid, void or unenforceable provision.
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:
CITY OF CAMARILLO
Greg Ramirez, City Manager
ATTEST:
Carrie Weal, Interim City Clerk
KENNEDY/JENKS CONSULTANTS, INC., a California corporation PHIS
Jeff Savard, Vice President
Edward C. Yang, PE
Edward Yang, Vice President
Camarillo Business Tax Certificate No. 022430 / Expiration Date __10/31/2025_ Form Approved April 2021 11 CC Agreement No. 2025-2
EXHIBIT A
SCOPE OF SERVICES
[Attached]
Form Approved April 2021 A-1
CC Agreement No. 2025-2
EXHIBIT A
Description of Services / Scope of Work
Contract for Professional Services between the City of Camarillo and Kennedy/Jenks Consultants, Inc. to perform inspection, evaluation, and cleaning of six water reservoirs (Project No. WT-5044).
The Project consists of inspecting, cleaning, and evaluating for seismic compliance four (4) steel water storage reservoirs (Nos. 1 through 4) and two (2) concrete water storage reservoirs (Nos. 5 and 6).
The reservoirs to be inspected, evaluated, and cleaned are as follows:
1. Reservoir #1 (3.0 MG), steel, 40 feet high, 115 feet in diameter, constructed in 1971.
2. Reservoir #2 (1.0 MG), steel, 32 feet high, 80 feet in diameter, constructed in 1961.
3. Reservoir #3 (1.0 MG), steel, 32 feet high, 75 feet in diameter, constructed in 1963.
4. Reservoir #4 (0.375 MG), steel, 88 feet high, 27 feet in diameter, constructed in 1951.
5. Reservoir #5 (4.0 MG), concrete, 32 feet high, 154 feet in diameter, constructed in 1981.
6. Reservoir #6 (4.0 MG), concrete, 35 feet high, 140 feet in diameter, constructed in 1999.
The objective of the cleaning, inspection, and seismic evaluation is to identify and quantify any repair work or modifications that may be required when the reservoirs will be taken out of service for recoating.
The services to be performed by the Kennedy Jenks (KJ) Team are as follows:
Task 1 - Project Management and QA/QC
The objective of Task 1 is to develop and implement the appropriate management procedures and actions to facilitate timely and cost-effective delivery of quality services and products to the City. This task shall consist of project monitoring and administration and project quality assurance/quality control (QA/QC) activities.
Subtask 1.1 - Project Set-Up: K/J will set up the project within K/Js' accounting system, prepare subconsultant agreements, and issue an initiation plan to our project team, outlining the scope, budget, and baseline schedule.
Subtask 1.2 - Project Administration: KJ will provide project management services needed to execute the work. This will consist of project administration related to schedule, budget, and scope management, and communication of project activities with the City. KJ will provide management and oversight of in-house project personnel and subconsultants throughout the project. This task shall also consist of the provision of administrative support in KJ's office for the duration of the project. KJ will review and monitor project budget and progress on a regular basis, including management of KJ in-house and subconsultant activities. KJ will allocate resources to meet project objectives and will perform necessary project controls activities to accomplish day to day management of the work. KJ will prepare and submit monthly invoices electronically to the City.
IIKJC.local\KJC-RootKJ-OfficelVENIShare|MARKETIPRO|Camarillo|Tank Seismic Evaluation\Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
Subtask 1.3 - Meetings: KJ will participate in one (1) project kickoff meeting, two (2) progress meetings to discuss procedures, progress, problems, or outstanding issues, and one (1) in- person draft report review meeting to discuss findings and recommendations.
KJ will prepare for, attend, and facilitate the kickoff meeting with the City, and appropriate team members. The meeting is anticipated to have a 1/2-hour duration and will be attended by up to 2 KJ staff. Planned roles and responsibilities, project scope, schedule, budget, project controls processes, deliverables, key deliverable dates and milestones, and key technical issues will be discussed. Ku will prepare and submit a meeting agenda and meeting minutes. Ku will participate in the kickoff meeting via Microsoft Teams.
KJ will prepare for, attend, and conduct up to two (2) progress meetings that will include a review of progress, discussion of items requiring feedback, list of outstanding issues requiring resolution, status of scope, schedule and budget, and review of risks. KJ will participate in meetings via Microsoft Teams. KJ will prepare and submit meeting agendas and meeting minutes for the progress meetings.
KJ will prepare for, attend, and facilitate an in-person draft report review meeting with the City, and appropriate team members. The meeting is anticipated to have a 2-hour duration and will be attended by up to 3 KJ staff. Findings and recommendations will be discussed. KJ will prepare and submit a meeting agenda and meeting minutes.
Subtask 1.4 - QA/QC: Each deliverable will receive a QA/QC review prior to submission to the City from a Senior Engineer, not directly associated with the project, so that it is an independent review. The Project Manager, or their designee, will monitor the QA/QC activities and will notify the team of any detected quality issues. All draft deliverables, the draft and final report and other deliverables included in the scope of work will be reviewed.
Subtask 1.5 - Health and Safety: Health and Safety planning for this project will include required coordination with City staff for Lock out/Tag out plans for reservoir interior entries, as well as for access to reservoir sites for exterior evaluations. KJ will identify a health and safety officer for the project who shall have overall responsibility for project safety. A. project-specific health and safety plan (HASP) will be prepared prior to initiating any field activities. The project specific HASP will be regularly reviewed with the project team and maintained on the project site for the duration of field activities. KJ and its subcontractors, CS and Yeh, will follow industry standard safety requirements.
Task 1 Deliverables:
1. Monthly invoices (electronic, Adobe Acrobat format).
2. Draft and Final project-specific health and safety plan (electronic, Adobe Acrobat format).
3. Detailed Data Request (electronic, Adobe Acrobat format).
4. Kickoff Meeting (1), Progress Meetings (2), and Draft Report Review Meeting agenda and minutes (electronic, Adobe Acrobat format).
Task 2 - Inspection, Condition Assessment and Cleaning
Subtask 2.1 - Reservoir Inspection: KJ will coordinate and provide the services of its subcontractor, CSI Services, to perform both visual inspection of all six (6) reservoirs and underwater dive inspections of five (5) of the six (6) reservoirs and provide inspection reports to include a digital video of the inspection. Diving will be completed by an ADCI Commercial Diver using surface supplied air and CCTV equipment. Diving will utilize proper AWWA C652 sanitary IIKJC.local\KJC-RootlKJ-OfficelVENIShare|MARKETIPRO|Camarillo|Tank Seismic Evaluation\Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
procedures. Reservoir #4 will be inspected and cleaned but will not require a dive inspection since the reservoir is not anticipated to be in service during the Project. This task includes final scheduling and coordination of reservoir inspections with the City.
Subtask 2.2 - Reservoir Condition Assessment: KJ will coordinate and provide the services of its subcontractor, CS Services, to perform condition assessment of the reservoir interior and exterior of the six (6) reservoirs. The condition assessment of the six (6) reservoirs will be documented in charts describing the condition of the interior and exterior coatings and interior and exterior appurtenances. The City will coordinate with CS to install a temporary plug for Reservoir #1 since there is no existing isolation valve. It is also understood that the City plans to install a new valve during the inspection.
KJ will coordinate and provide the services of its subcontractor, CSI Services, to perform vacuum cleaning of five (5) of the six (6) reservoirs before performing underwater inspections.
Following the completion of the condition assessment activities, CSI will provide a list of deficiencies and recommended repairs to address deficiencies observed during the condition assessments. The list of items to be documented as part of the condition assessment may include the following (some, but not all, of the items identified in the deficiency list may be collected for each reservoir and may include estimated quantities):
1. An estimate of the number of roof framing fasteners and structural members to be repaired or replaced, based on those observed missing or corroded (actual quantities cannot be determined until after surface preparation including blasting).
2. A visual assessment of the condition of the roof structure (roof framing and roof plates).
3. Size of roof rafters and an estimate of the lineal feet of rafters that show signs of extensive corrosion.
4. Size of seismic stiffening rods and an estimate of the number of rods that show signs of extensive corrosion.
5. A visual assessment of the condition of protective coatings on the roof framing and roof and shell plates above the maximum water surface.
6. A visual assessment of the condition of the exterior roof plates.
7. A visual assessment of the condition of interior and exterior shell plates.
A visual assessment of the condition of interior floor plates.
9. Estimated percentage of the interior coating that is failing on the roof framing and roof, shell, and floor plates.
10. An estimate of the approximate number of coating spot repairs within approximate size ranges on the roof, shell, and floor plates.
11. An estimate of the number of hand holes and grommets that may need to be replaced.
12. One measurement of the floor plate, one measurement of the roof plate, and one measurement of each ring of the shell plate wall thickness that are readily accessible by the diver or from the ladders or stairs.
13. For the four (4) welded steel tanks the shell and interior columns will be checked for plumb at some isolated locations with a hand level where there is significant indication of deformation based on visual observation.
Subtask 2.3 - Testing of Coatings for Hazardous Materials: KJ will coordinate and provide the services of its subcontractor, CSI Services, to perform mobilization, on-site survey and sampling, sample handling, and shipping to the lab, and preparation of a final survey report. The following hazardous materials tests will be collected on the interior and exterior protective coatings on four (4) of the welded steel reservoirs (Nos. 1 through 4):
IIKJC.local\KJC-RootlKJ-OfficelVENIShare|MARKETIPRO|Camarillo|Tank Seismic Evaluation\Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
1. Bulk paint chip/samples (3 per tank × 4 tanks = 12 samples) for lead analysis by AA-Flame.
2. Bulk samples (3 per tank x 4 tanks = 12 samples) for Mercury by Vapor Extraction (SW 846) Task 2 Deliverables:
1. Inspection reports) of six (6) reservoirs with charts describing the condition of the interior coating and interior and exterior reservoir appurtenances. The reports) will include lists of deficiencies and recommended repairs (electronic, Adobe Acrobat format).
2. Digital video files of the inspection of five (5) reservoirs (does not include Reservoir #4).
3. Final survey report of protective coatings for hazardous materials (electronic, Adobe Acrobat format).
Task 3 - Structural and Seismic Evaluation
The KJ Team will prepare a structural and seismic evaluation of four (4) of the welded steel water storage reservoirs (Reservoir Nos. 1 through 4). A Structural Engineer licensed in the State of California will oversee, seal, and sign the Final Report. The structural and seismic evaluation will include the following:
Subtask 3.1 - Review of Background Information: Working with the City, KJ will obtain available reports, documents, drawings, and calculations. Such data and materials will be assembled and provided by the City. KJ will obtain and review readily available information pertinent to the work.
Subtask 3.2 - Professional Examination: The KJ Team will visit each reservoir site and perform a visual inspection of the exterior structure and exposed piping.
Subtask 3.3 - Structural Evaluation: Structural evaluation of the welded steel tank structure for compliance with select structural requirements of AWWA D100-21 based on the findings of review of the background documents (design and fabrication drawings and maintenance inspection reports or dive records), visual observations, and desktop calculations.
Subtask 3.4 - Seismic Evaluation: Seismic evaluation of the welded steel tank structure for compliance with select seismic requirements of AWWA D100-21 based on the findings of review of the background documents (design and fabrication drawings), visual observations, and desktop calculations. A limited visual only, no structural calculations, seismic evaluation of the above-ground piping, supports, and connections shall be conducted for the concrete tanks to determine any risks of damage during a seismic event.
Subtask 3.5 - Geotechnical Evaluation: KJ will coordinate and provide the services of its subcontractor, Yeh, to perform geotechnical evaluation of the reservoir sites. Geotechnical evaluation will consist of data review, geologic reconnaissance, geotechnical evaluation, and preparation of a single report that will summarize the findings and opinions for the 6 reservoir sites, and any recommendations for supplemental geotechnical work.
Subtask 3.5.1 - Data Review: Collect and review available background information the City may have for the site such as maps or maintenance records. Review selected information from in-house files, published records and geologic maps, and from Caltrans that may provide subsurface information near or characteristic of the reservoir sites.
IIKJC.local\KJC-RootlKJ-OfficelVENIShare|MARKETIPRO|Camarillo|Tank Seismic Evaluation\Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
Subtask 3.5.2 - Site Reconnaissance: Perform site visits to each of the six reservoir sites to observe the site conditions, overall terrain, and condition of the existing reservoirs relative to foundation support, visual evidence of settlement or distress, surface drainage, or geologic features or site conditions that could be associated with slope instability, erosion, creep, settlement or geologic hazards (faulting, landslides, adverse geologic structure, springs). One, 8-hour field day is provided to perform the site reconnaissance work for six (6) reservoir sites. It is assumed that the City will provide access to the reservoir sites.
Subtask 3.5.3 -Seismic Design Parameters: Evaluate California Building Code seismic design parameters for each site based on estimated shear wave velocities. Review published maps and published databases to evaluate the presence of nearby active faults and splays relative to the site locations. Review fault activity, orientation, and characteristics of identified faults to assess the potential for fault rupture at the reservoir sites.
Subtask 3,5.4 - Geotechnical Evaluation and Reporting: Compile and organize the data collected for the sites and from site observations and prepare a single Preliminary Geotechnical Report for the project sites. The draft report will be submitted in pdf format for review by KJ and the City. The report will provide a discussion of the existing site conditions at the reservoirs, site and regional geology, relevant subsurface data, if obtained, maps showing the reservoir locations and site locations relative to regional geology and conclusions and recommendations regarding:
1. Geologic setting;
2. Faulting and historic seismicity in the project region;
3. Special geologic, flood, earthquake, or landslide hazard zones;
4. Anticipated soil and groundwater conditions at the reservoir sites based on available published data;
5. Presence of adverse geologic structure, artificial fills, differential fill thickness, or weak, soft, or collapsible soils;
6. Site-specific ground motion data for use with the California Building Code, AWWA standards, and Chapter 11.4.4 and 11.4.5 of ASCE 7-16 including site classifications, estimated peak ground acceleration, deaggregated earthquake magnitude and modal distance, and causative faults);
7. Potential for the sites to be impacted by geologic hazards, such as:
a. Fault rupture
b. Strong ground shaking
c. General liquefaction related hazards (relative to regional mapping. No site specific exploration or analyses will be performed at this phase) d. Landsliding or slope instability;
e. Erosion and need for surface drainage improvements;
f. Expansive soil conditions;
g. Corrosive soil;
h. Flooding;
i. Naturally occurring asbestos;
j. Regional subsidence resulting from extraction of oil or groundwater; and k. Hydroconsolidation or collapse.
8. Review of the foundation support for the tank relative to visual evidence of distress relating to bearing capacity, settlement, foundation support conditions, or slope instability; and IIKJC.local\KJC-RootlKJ-OfficelVENIShare|MARKETIPRO|Camarillo|Tank Seismic Evaluation\Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
9. Need for foundation or slope improvements, site-specific geotechnical work, and the primary geotechnical considerations that could influence the design and construction of a repair or retrofit for the reservoirs.
Incorporate comments and input from KJ's and the City's review of the draft report. Prepare and submit the final report. This proposal assumes the final report will not incorporate additional sites or items not described in the proposal.
Task 3 Deliverables:
1. Draft and final geotechnical report (electronic, Adobe Acrobat format).
2. Package of structural and seismic evaluation calculations for each of the four (4) welded steel tanks (electronic, Adobe Acrobat format).
Task 4 - Reporting
Subtask 4.1 - Draft Report: KJ will prepare a draft report summarizing the findings of the scope of work tasks. The Draft Report will provide engineering support of the project recommendations to meet the City's overall objectives. The report will at a minimum document the following items:
1. Identify and quantify, as noted, repair work or modifications that may be required when the reservoirs are taken out of service;
2. Inspection reports from dive inspections on the five (5) reservoirs;
3. Charts documenting the condition assessment of the six (6) reservoirs;
4. A list of deficiencies and recommended repairs to address deficiencies observed during the condition assessments;
5. Survey report of protective coatings hazardous materials;
6. Geotechnical report;
7. Findings of the structural and seismic evaluation of the six (6) reservoirs;
8. Proposed recommendations; and
9. In-person meeting to discuss findings, recommendations and answer questions (as indicated by Subtask 1.3).
Subtask 4.2 - Responses to City Review Comments: Following receipt of the City's review comments, KJ will prepare a list of responses to each review comment that requires clarification. Only review comments requiring confirmation, clarification and/or discussion will be responded to.
Subtask 4,3 - Final Report: KJ will prepare a final report summarizing the findings of the scope of work tasks. KJ will incorporate City comments on the draft report including results of discussions. KJ will prepare and submit the Final report to the City.
Task 4 Deliverables:
1. Draft and Final Reservoir Assessment and Evaluation Report (electronic, Word and Adobe Acrobat formats).
Responsibilities of the City
The scope of work is based on the City being responsible for the following items:
IIKJC.local\KJC-RootKJ-OfficelVENIShare|MARKETIPRO|Camarillo|Tank Seismic Evaluation\Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
1. Provide background information including, but not limited to, as-built drawings, fabrication drawings, maintenance reports, past dive inspection reports, site geotechnical information, site plans, and other relevant project information.
2. The City is responsible for isolating the reservoirs from the distribution system and coordinating with KJ for schedule of access for the dive and raft inspections.
3. The City is responsible for identifying a location for discharge of water from the cleaning or washing out operations.
4. City operations and maintenance personnel shall be available for site access, and dive and raft activities.
5. Provide right-of-entry for KJ Team's personnel.
6. Participate in decision-making and provide a best-faith effort to make key decisions in a timely manner.
7. Review comments will be consolidated, will be non-contradictory, and will be provided within twenty-five (25) working days of document receipt.
8. Pay all costs or fees associated with obtaining copies of fabrication drawings from tank fabricators, if available (excluding KJ's cost to locate the drawings which is included in this scope of work).
Assumptions and Exclusions
The scope of work is based on the following assumptions and exclusions:
1. Any design engineering services associated with the development or preparation of any sketches, figures, drawings, and technical specifications associated with recoating or repair of the reservoirs is not included.
2. The inspections and assessments provided are based on visual review of the conditions. No testing of concealed conditions or destructive testing of materials will be provided unless otherwise noted in the scope of work.
3. Unless otherwise noted, materials testing is not included.
4. Structure or topographic survey to identify the tank/reservoir interior dimensions and/or locate structural elements is not included.
5. Subsurface explorations will not be performed as part of the scope of work described herein.
6. Reservoirs will be inspected following vacuum cleaning so that deterioration or damage concealed by sediment in the reservoirs will be removed before performing inspections.
7. The scope of work assumes the reservoirs will be accessible during normal work hours.
8. The scope does not include testing of sediment.
9. The scope does not include cleaning or washing out of reservoirs that have been emptied.
IIKJC.locallKJC-RootlKJ-Office|VENIShare|MARKETIPRO/Camarillo|Tank Seismic Evaluation|Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
10. The scope does not include disinfection of reservoirs that have been emptied.
Schedule
The KJ Team will perform the scope of work and complete the project following 160 consecutive calendar days from the notice to proceed.
IIKJC.locallKJC-RootlKJ-Office|VENIShare|MARKETIPRO/Camarillo|Tank Seismic Evaluation|Camarillo_Reservoir_Inspection_Evaluation_Cleaning_SOW_DRAFT_10-01-2024_Rev2.docx CC Agreement No. 2025-2
Proposal Fee Estimate
CUENT Name: City of Camarillo - Reservoir Inspection, Evaluation and Cleaning - Project No. WT-5044 PROJECT Description: CC/CSD Agreement No. 2022-71 (Rates 1/1/2025 - 6/30/2025) Proposa/Job Number: Date: 1292072
sub
Inspection (CSD) Gehnical( E Total Labor + Subs + Expenses 7 Labor § Sub-Markup E ODES Subs Total Expenses
Cassification: Total
Hourly Rate: $170 Hours
Task 1 - Prolect Management and QA/QC
1.1 - Proiec: Set-UD
BST Selup 8 8 $1.
8 8
Subcontract Agreements $2:
1.2 - Project Administration (4 months)
Administration/Communications 190 _$4 180
Monthly Invoices $2.360 sa $2,360 so sa
1.3 - Meetinas (agenda, meeling minules)]
_Kick Off Meetina _5910 _S0 _$910 30.
Progress Meeting #1 ....$010 so .-5910 ...S0 .S0.
Progress Meeting #2 -.S910 .S0. .5910 .s0
Draft Report Review Meeting S5.890 $1,000 ,880 .000
1.4 -QA/QC 12 $3.720 $3.720 so $3. 720
1.5 - Health and Safety ....$1,890 $1,890 so .so $1.890 Taek 1. Proiect Manggement and dAior $24,900
Task 2 - Inspection, Condition Assessment and Cleaning
2.1 - Reservoir Inspection (6 reservoirs)
Preparation/Safety 5800 .50 $600
Dive Inspection wo Caning and Disinfection 5600 533,105 8 8 8 8
2.2 - Reservoir Condition Assessment S6O0 5000
2.3 - Testing of Coalings for Hazardous Materials (4 tanks) S6O0 $2,290 $228 5500 $2.505 $3,108 Task 2 -Inspection, Condition Assessment and Cleaning $2,400 $31,830 $3,183 $2,400 $35.013 $37 413 Task 3 - Structural and Seismic Evaluation
3.1 - Review of Background Information (6 reservoirs) $2,100 .50 $2,100 _.so $2.100
3.2 - Professional Examination) _..$1,800 _.S0 _ $1.000 _..$1,800 so $1.000 -$5,800
3.3 - Structural Evaluation (4 resenoirs)
Structural calculations $9.520 $9,520 so 59.520
8 8
Repair Work $6.320| $6.320 s0 $6.320
3.4 - Seismic Evaluation (4 reservoirs)
Seismic Structural calculations 40 .$23.240 ..So $23.240 -..s0 -.$23,240 Selsmic Retrofit Work ia ig so so
_. S7.440 _S7,440 -...SO _. S7,440
3.5 - Geotechnical Evaluation (6 reservoir sites) 12 $3.600 $22.892 $2,288.20 $3,600 $25,170.20 so _$28,770.20 sek smeaal and swemir evaluation 216 $57,020 sol $2.288 $1,000 $57,020 $25,170 $1,000 Se3, 190 Task 4 - Reporting
4.1 - Draft Report (Body and Appendices) 24 $11,950 50 $11,950 $11,860
4.2 - Responses to City Review Comments 52,830 ..s0 $2,830 _s0 .so $2,830
4.3 - Final Report (Body and Appendices) $3,330 _.30 _$3,330 ...S0 .s0 _$3.390 Task 4 - Reporting $18,020 s0 so so $18.020 so s0 $18.000 All Tasks Total 164 106 $102,340 $31,830 $22,882 $5.471) $2,000 $102,340 S60,183 52,000| 5164.523.20 CC Agreement No. 2025-2
GIMARKET PRO CamariolTank Seismio EwfusfonComarisTanksSasmElation FosEstimals Dr 10-1.2004 Rov3
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: $164,523.20.
KEY PERSONNEL:
Name Title/Position
Jeff Savard Engineer-Scientist-Specialist 9
SUBCONSULTANTS:
Name
CSI Services
Yeh and Associates
FEE SCHEDULE - See Attached
Form Approved April 2021 B-1
CC Agreement No. 2025-2
EXHIBIT B KJ Kennedy Jenks
Client/Address: City of Camarillo
601 Carmen Drive
Camarillo, CA 93010
Contract/Proposal Date: December 9, 2024
Schedule of Charges
PERSONNEL COMPENSATION
Classification Hourly Rate
Engineer-Scientist-Specialist 1.......... ...$145
Engineer-Scientist-Specialist 2 $170
Engineer-Scientist-Specialist 3 $195
Engineer-Scientist-Specialist 4 $210
Engineer-Scientist-Specialist 5 $225
Engineer-Scientist-Specialist 6 $250
Engineer-Scientist-Specialist 7 .. $280
Engineer-Scientist-Specialist 8 $300
Engineer-Scientist-Specialist 9 $310
Senior CAD-Designer .. $180
CAD-Designer .......... $165
Senior CAD-Technician $150
CAD-Technician... $135
Project Assistant... $135
Administrative Assistant. $115
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:
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.
Special fees, insurance, permits, and licenses applicable to the work.
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.
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.
The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1, 2025 through June 30, 2025. After June 30, 2025, invoices will reflect the Schedule of Charges currently in effect.
CC Agreement No. 2025-2
EXHIBIT C
INSURANCE
Required Insurance. Before commencing any services, Consultant must procure and maintain in ull force and effect during the term of this Agreement the following types of insurance with at leas he 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 $1,000,000
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 City'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 City, 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 City, 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 City, 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.
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 Form Approved April 2021 C-1
CC Agreement No. 2025-2
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 City. The scope of coverage provided is subject to approval of City 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 City. 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 City in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City'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 City 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 City. These certificates of insurance and endorsements must be in a form approved by the City's legal counsel. Consultant must maintain current certificates and endorsements on file with City 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 City by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City's right to require compliance. In the event that Consultant's policies are materially changed, Consultant must provide the City with at least 30 days' prior written notice of the applicable changes. City reserves the right to require complete, certified copies of all required insurance policies at any time.
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 City may, but is not obligated to, obtain such coverage at Consultant's expense and deduct the cost from the sums due Consultant. Alternatively, City 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 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 City in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City 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. City reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change.
Form Approved April 2021 C-2
CC Agreement No. 2025-2
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 City 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.
Form Approved April 2021 C-3
CC Agreement No. 2025-2