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AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
CASC ENGINEERING AND CONSULTING, INC.
FOR ON-CALL NATIONAL POLLUTANT DISCHARGE ELLIMINATION SYSTEM
CONSULTING SERVICES
This Agreement for Design Professional Services (“Agreement”) is entered into as of July 1, 2025 (“Effective Date”) by and between the City of Cathedral City, a municipal corporation (“City”) and CASC Engineering and Consulting , Inc., a California corporation, (“Design Professional”). City and Design Professional are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, b y. request for qualifications / proposals the performance of the engineering support services defined and described particularly in Section 2 of this Agreement.
B. Design Professional, following submission of a proposal for the performance of the services defined and de scribed particularly in Section 2 of this Agreement, was selected by the City to perform those services.
C. Design Professional was selected by the City on the basis of Design Professional’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.
D. Pursuant to the City of Cathedral City’s Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement.
E. The Parties desire to formalize the selection of Design Professional for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
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SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for three (3) years commencing on the Effective Date , with the option to extend the AGREEMENT for an additional two (2) years. The option for extension will be provided in one (1) year increments commencing the Effective Date.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services . Design Professional agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference.
(b) Schedule of Performance . The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Design Professional shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Design Professional to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Design Professional shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 2 5 “Administration and Implementation” or Section 2 7 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
A. CONSULT ANT will be reimbursed for hours worked at the hourly rates specified in the CONSUL TANT's approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSUL TANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices in duplicate.
B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Task Order.
C. Specific projects will be assigned to CONSULT ANT through issuance of Task Orders.
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D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Task Order; less the cost estimate. A draft Task Order will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Task Order will be delivered to CONSULT ANT for review. CONSULT ANT shall return the draft Task Order within ten ( 10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount.
After agreement has been reached on the negotiable items and total cost; the finalized Task Order shall be signed by both LOCAL AGENCY and CONSULTANT.
E. Task Orders may be negotiated for a lump sum (Finn Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSUL TANT's approved Cost Proposal.
CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations. CONSULT ANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.
F. Reimbursement for transportation and subsistence costs shall not exceed State rates.
G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.
H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual costs incurred.
I. CONSULT ANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY'S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.
J. A Task Order is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No expenditures are authorized on a project and work shall not commence until a Task Order for that project has been executed by LOCAL AGENCY.
K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY'S Contract Administrator of itemized invoices electronically. Separate - 4 -
invoices itemizing all costs are required for all work performed under each Task Order. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULT ANT is billing, or upon completion of the Task Order. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be e-mailed to [email protected] or mailed to LOCAL AGENCY's Contract Administrator at the following address:
Armando J. Garcia Baldizzone, P.E.
City Engineer
City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No Task Order will be written which extends beyond the expiration date of this AGREEMENT.
M. The total amount payable by LOCAL AGENCY for an individual Task Order shall not exceed the amount agreed to in the Task Order, unless authorized by amendment.
N. If CONSULT ANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Task Order, no payment will be made until the deliverable has been satisfactorily completed.
O. Task Orders may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.
P. The amount payable by LOCAL AGENCY for all Task Orders resulting from this AGREEMENT shall not exceed $175,000.00 ($35,000.00 / year). It is understood and agreed that there is no guarantee either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Task Orders.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Design Professional’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Design Professional’s work within sixty (60) days after submitted to City.
City shall reject work by a timely written explanation, otherwise Design Professional’s
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work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design Professional’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 15 “Indemnification” and Section 16 “Insurance.” SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Design Professional. Upon completion, expiration or termination of this Agreement, Design Professional shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional’s guarantees and warranties in Section 9 “Standard of Performance; Familiarity With Work ” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.
SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS.
(a) Design Professional shall maintain any and all documents and records demonstrating or relating to Design Professional’s performance of the Services.
Consultant shall maintain any and all 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 pursuant to this Agreement.
Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Design Professional pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the 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 shall be made available at Design Professional’s address indicated for receipt of notices in this Agreement.
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(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Design Professional’s business, City may, by written request, require that custody of such documents or records be given to the City.
Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Design Professional is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Design Professional shall have no authority to bind City in any manner, nor 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.
(b) The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Design Professional or any of Design Professional’s officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that Design Professional or any of Design Professional’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Design Professional , nor any of Design Professional’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Design Professional expressly waives any claim Design Professional may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Design Professional represents and warrants 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. Design Professional shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Design Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional’s profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Design Professionals work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
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(b) Design Professional warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Design Professional shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Design Professional shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design Professional to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Design Professional that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Design Professional shall not discriminate, in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on 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, sexual orientation, of any person, except as provided under California Government Code section 12940.
SECTION 13. UNAUTHORIZED ALIENS.
Design Professional hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Design Professional so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Design Professional hereby ag rees to
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and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Design Professional covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Design Professional’s performance of the Services. Design Professional further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Design Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
(b) City may determine that Design Professional must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional shall file the subject Form 700 with the City Clerk ’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Design Professional is, as of the date of execution of this Agreement, independently involved in the performance of non - related services for other governmental agencies and private parties. Design Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section.
(d) City understands and acknowledges that Design Professional will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional shall 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.
(b) Design Professional, its officers, employees, agents or subcontractors, shall 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 work performed under this Agreement. Response to a subpoena or court order shall not be
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considered "voluntary" provided Design Professional gives City notice of such court order or subpoena.
(c) If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement, then City shall have the right to reim bursement and indemnity from Design Professional for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Design Professional’s conduct.
(d) Design Professional shall promptly notify City should Design Professional , its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification by Design Professional . As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub - consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement. In the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City , its contractors and other design professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. Notwithstanding the foregoing, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Design Professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to Design Professional’s duty to defend shall not apply if there is a project -specific general liability policy of insurance that insures all project participants for general liability exposure on a primary basis and also covers all design professionals involved with the project for their legal liability arising out of their professional services on a primary basis.
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(b) Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder.
This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section.
(c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Design Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be 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. Design Professional agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Design Professional’s duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 “Termination of Agreement.” City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional’s staff and subcontractors, if any, assigned to perform the Services. Design Professional shall notify City of any changes in Design
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Professional’s staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Design Professional. In the event such notice is given, Design Professional shall cease immediately all work in progress. (b) Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional’s possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
SECTION 21. DEFAULT.
In the event that Design Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead, the City may give notice to Design Professional of the default and the reasons for the default.
The notice shall include the timeframe in which Design Professional may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Design Professional is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Design Professional does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19 “Termination of Agreement .” Any failure on the part of the City to give notice of the Design Professional’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Design Professional shall 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 Design Professional. Such causes include, but are not limited to,
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acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. 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 Services shall be furnished to Design Professional in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Manager
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Design Professional: CASC Engineering and Consulting, Inc.
Attn: Rick Sidor, President
77-564 Country Club Drive Suite 211
Palm Desert, CA 92211
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that
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commit additional funds, consistent with Section 2 7 “Amendment” and the City Manager’s contracting authority under the Cathedral City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. 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
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addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Design Professional and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. 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 shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. ELECTRONIC SIGNATURE.
The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission.
SECTION 35. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
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IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date and year first-above written.
CITY OF CATHEDRAL CITY CASC Engineering and C onsulting, Inc.
__________________________ ___________________________
Charles P. McClendon Rick Sidor, President
City Manager
ATTEST: ___________________________
By:________________________
Its:________________________
___________________________
Tracey R. Hermosillo, CMC
City Clerk
APPROVED AS TO FORM
___________________________
Eric S. Vail
City Attorney
NOTE: DESIGN PROFESSIONAL’S SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO DESIGN PROFESSIONAL’S BUSINESS ENTITY.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On ____________________, 2025 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer
Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
On ____________________, 2025 ,
before me, , Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”) personally appeared , Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name:
¨ Individual
¨ Corporate Officer
Title(s) Title or Type of Document
¨ Partner(s) ¨ Limited
¨ General
¨ Attorney-In-Fact Number Of Pages
¨ Trustee(s)
¨ Guardian/Conservator
¨ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
A-1
EXHIBIT "A"
SCOPE OF SERVICES
CITY OF CATHEDRAL CITY
ON-CALL NATIONAL POLLUTANT DISCHARGE ELIMINATION
SYSTEM (NPDES) CONSULTING SERVICES
iii. SCOPE OF WORK
GENERAL APPROACH
Casc has proudly and successfully served the City for the past 5 years. Casc ’s ability to quickly respond and adapt to a variety of NPDES -related services requested by the City is attributed to its technically seasoned and dedicated staff who place the City’s needs as priority. Casc has reviewed and acknowledges the Scope of Work listed in the RFP and provides the following generalized summary approach.
Project Management: With over 20 years of professional experience, Joyce Goode will continue to serve as the Consultant’s NPDES Project Manager for the City. She has proven herself to be an expert in NPDES permits and a dedicated Project Manager for the City and will continue to be the main point of contact for City staff. To provide certainty for immediate response to City requests, Casc will continue to implement a parallel style of program management to serve the City.
• Parallel Program Management: Casc proposes the continuation of Parallel Program Management. This provides continual internal contact that occurs between the Project Manager and Assistant Program Manager, Samantha Jimenez. Working as a team, they are always available to meet the needs of the City via text, phone call, video conference or email, allowing for immediate response for service requests or questions/concerns.
This type of Program Management will allow Casc to continue to serve the City as a “one-stop shop” for NPDES compliance. Our full -service water quality team is available to support the Project Manager and Assistant Program Manager to continue to meet the needs of the City.
NPDES PROGRAM ADMINISTRATION
GENERAL PROGRAM MANAGEMENT AND SUPPORT SERVICES
Casc will continue to provide general program management and support services to the City. Proposed services will be covered by utilizing the team members that are strong in each area indicated in the Scope of Work.
NPDES Program Administration covers many tasks with varying approaches, a generalized discussion of some key program administrative services are summarized below:
Meeting Representation: Casc’s Project Managers currently represent other clients in the Coachella Valley at regional meetings. Typically, City staff attends all regulatory, task force, watershed or status meetings. If needed, Casc will be able to provide as -needed representation in a professional manner and will keep the City ’s interests at the forefront. Casc has established positive relationships with the Principal Permittees, Co - Permittees, and Regional Board as representatives of the City. Casc ’s involvement in professional stormwater management organizations, like the California Stormwater Quality Association (CASQA), gives Casc insight into new policies that could potentially impact Permittees in the Whitewater region. As representatives of the City, Casc will continue to introduce and spearhead conversations regarding new policies within regulatory and task force meetings. By doing so, others view the City as leading the way in regulatory compliance. As requested by the City, meeting representation will also include City Capital Improvement Status meetings, various committee and commission meetings, and City Council meetings.
City Coordination and Reports, Technical Studies, etc.: Casc’s team will continue to meet as -needed with the Public Works and Engineering Department to provide updates on NPDES regulations, MS4 Permit renewal status, or private and City development project status, enforcement actions and other NPDES compliance - related items. Additionally, work on required reports, such as ordinance reviews and updates, SWMP updates, inspections and other NPDES compliance items will be coordinated with City staff as work progresses, providing the City with a continual status of assigned projects.
Training: Casc will provide as -needed training to City staff and contract staff responsible for NPDES requirement implementation. Casc recognizes that these training sessions can be repetitive to most staff. Casc works diligently to provide informative and interactive trainings that are focused to specifically meet the needs of the audience to promote compliance with stormwater requirements. Casc has provided training in a number of formats including one -on-one mentoring, classroom, tailgate or virtual sessions. In addition to these types of training, Casc can develop bulletins and training sheets for City staff. Casc will provide training materials and records. Additionally, with CGP and IGP Trainers of Record on Casc ’s team, optional training opportunities are also available to the City, such as QSD or QISP trainings.
Casc will continue to
serve the City as a “one-
stop shop” for NPDES
12 CITY OF CATHEDRAL CITY
ON-CALL NATIONAL POLLUTANT DISCHARGE ELIMINATION
SYSTEM (NPDES) CONSULTING SERVICES
Permit Compliance and Policy: Casc’s experienced team stays ahead of the curve during Permit compliance negotiations and state polices. Casc will provide the City these services as required or requested. Casc will continue to work on the following negotiations and policies:
• NPDES Permit Renewals: Casc will continue to represent the City in MS4 Permit negotiations. Because of Casc’s status with CASQA, Casc also has insight into the upcoming draft and is working with permit writers to influence language planned in the upcoming draft of the Construction General Permit (CGP). Preliminary Draft language has the potential to increase monitoring on both private and public construction projects. • SB 205: Casc will continue to assist the City to implement inspection programs to comply to develop an implementation plan to comply with this bill. Casc will continue to provide support to the City to ensure facilities are reported to the Board.
Regulatory Audits: Casc has extensive experience assisting other agencies with regulatory audits. Casc will draw on this experience to assist the City as needed with Permit -compliance audits. Casc has years of positive experience working with the Colorado River Regional Board staff, understanding that Regional Board audits typically focus on particular elements of the MS4 Permit stormwater programs, and will provide the following support:
• Work with City staff to obtain information and data required for the audit; • Preparation or completion of any pre-inspection questionnaires and/or forms; • Assistance during the audit process; and
• Assistance with response to audit findings and gathering support information.
Preparation of Grant Documents: Casc will continue to monitor for grant opportunities for the City. We have an extensive experience in researching, preparing and submitting applications for grant programs using online application web -based modules and databases, such as OPTI. Casc has assisted, and is currently assisting, agencies with funding projections for the projects as requested by each program and Casc has developed project specific submittals and documents for uploading on behalf of the agencies that were represented.
ANNUAL REPORTING
Casc has extensive experience in MS4 Permit Annual Report preparation and understands that providing the City time for review and comment on the internal draft of the report is essential. Casc will continue to provide suggested input and/or edits of proposed material to be submitted to the Regional Board. Further, Casc will work with City staff to obtain information required for reporting. Casc will then prepare the Annual Report with two (2) internal draft review periods consisting of two (2) weeks, to allow sufficient review time.
INSPECTION PROGRAM
GENERAL PROCESS
Casc’s inspectors currently provide inspection services for approximately 300 commercial, industrial, and restaurant facilities. Casc has a positive record of working with the business community to verify that facilities comply with permit requirements. Casc ’s inspectors are experts in compliance requirements of the MS4 Permit, the Construction General Permit and the Industrial General Permit. Casc inspectors will continue to utilize a GIS database developed by Casc to implement mobile applications to complete inspections on mobile devices such as phones or tablets. Use of these applications provides data collection in real time and provides an efficient workflow between the Project Manager and inspectors. Casc ’s proposed stormwater inspection general process is detailed below.
Inspection Program Administration : The approach taken in conducting NPDES -related inspections (commercial, industrial, restaurant, construction, and post -construction) is generally the same, with subtle differences. Therefore, Casc will continue the following general inspection approach that has been fine tuned for conducting stormwater-related inspections.
• Established Inspection Schedule: Based on Casc ’s experience in the City and with MS4 Permit requirements for inspections (e.g., twice a permit term or once per permit term), Casc has established an inspection inventory database utilizing GIS and has developed an inspection schedule and frequency for all sites requiring inspection. Development and maintenance of the inspection schedule includes the following for consideration:
13 CITY OF CATHEDRAL CITY
ON-CALL NATIONAL POLLUTANT DISCHARGE ELIMINATION
SYSTEM (NPDES) CONSULTING SERVICES
Identify Inspection Development Type: Casc will review the type of inspection, the inspection schedule/frequency, and the scope of required NPDES -related inspections. Identify geographically similar sites to increase the number of inspections performed daily, thereby reducing overall inspection completion timelines.
Consider peak business hours: Inspections will be scheduled to avoid peak business hours. Language barriers: For business operators and construction sites where language barriers have the potential to cause a gap in communication regarding compliance, Casc has several bi -lingual inspectors to complete the inspections. Casc will also provide, as available, translated educational materials and pamphlets. Casc can also assist in the development of translated materials for the City per the City ’s adopted policy requiring dual -language translation of documents and information distributed regarding educational brochures and outreach materials.
Team Assignments: The Program/Asst Program Manager will assign and schedule inspections to appropriately credentialed staff (e.g., P.E., EIT, QSD, QSP, QISP, CPSWQ) depending on the scope of inspection service required. The assigned inspectors will dress professionally and conduct themselves in a manner appropriate for conducting activities as representatives of the City. • Inspection Preparation: Assigned inspectors will utilize GIS and mobile apps to review the existing information depending on inspection type such as the project ’s plan information, previous inspection reports, SMARTS database, compliance history, and project notes. • Inspection Schedule: Casc estimates that the City will need need to conduct 110 initial inspections annually. This estimation is based on several factors: City ’s current inspection inventory, potential new businesses, facility type, and inspection frequency outlined in the SWMP, • Perform Inspections: Inspectors will use the ArcGIS Field Maps mobile app to locate facilities/projects that need to be inspected during the reporting year. The inspector will arrive and walk the facility to observe facility layout, BMP installation, interceptors, and/or facility activities, existing and potential compliance issues, and discharges, if any. The inspector will provide verbal and educational pamphlets during the inspections. If the inspector observes any non -compliance issues, the inspector will discuss the issues with the site representative and provide recommendations for compliance. The inspector will use ArcGIS Collector to schedule the next inspection date depending on the result of the inspection. • Documentation: The inspector will complete the inspection form using ArcGIS Survey123. The inspection form will note observations, compliance issues, and provide recommendations to the facility on how to achieve compliance with Permit requirements. Inspection reports will be generated with photographs of the inspections and emailed or mailed to the facility owners/operators for their records. • Reinspection/Follow-up: Inspectors will provide required reinspection and follow -up to verify items of non - compliance have been addressed. In Casc ’s experience, approximately 20% of sites will require reinspection or follow-up services. All follow -up inspection activities will follow documentation and database requirements.
• Notices of Non -Compliance and Citations: Facilities found to be in non-compliance will be discussed with City staff and enforcement actions beyond the issuance of a Notice of Non -Compliance will be at the discretion of the City. The inspector will obtain photos of instances of non -compliance. Casc will notify the City of the Notice of Non -Compliance, if applicable. If immediate threats to the health and safety of the public and/or the environment are observed, including illicit connections, or illegal discharges, the City will be contacted immediately.
• Notifications and Reporting: Since inspections are done in real time, inspectors are able to notify the Program Manager via text or phone call as needed and the Project Manger is able to review findings and report areas of concerns to the City without delay. Casc will continue this approach to guarantee that notifications and reporting are enforced.
• Weekly Updates: Casc shall continue to provide weekly updates to the City regarding • Deliverables: All inspection reports will be delivered in a pdf format and shared to the City via a OneDrive or other City preferred share folder. All inspection reports will be uploaded the share folder weekly. All inspection data will be uploaded to the share folder at the end of the contract term in csv file format. 14 B-1
EXHIBIT "B"
COMPENSATION
Position and Name
>>>
Technical Director
Project Manager
Asst Project Manager
Sr. Engineer
Primary Inspector
Support Staff/ Field
Inspector
GIS Speacialist
Project Coordinator/
Clerical
Labor Subtotal
ODC-Printing
Material - Inspection
reports/Educational
Material/Etc.
ODC -
Permits/Fees/Rental
Equipment &
Supplies
Mileage
Other Direct Cost
Subtotal
Total by Task
Task Task Description Billing Rate >>> $200.00 $185.00 $150.00 $190.00 $145.00 $135.00 $125.00 $105.00 Unit Rate >>> 1.00$ 1.00$ 0.67$ I On-Call NPDES Program Services
Est. Hours >>> 3 5 15 5 5 12 45 Est. Units >>>
Est. Amount >>> $ 600.00 $ 925.00 $ 2,250.00 $ 950.00 $ - $ - $ 625.00 $ 1,260.00 $ 6,610.00 Est. Amount >>> $ - $ - $ - $ - $ 6,610.00 Est. Hours >>> 2 15 17 Est. Units >>>
Est. Amount >>> $ - $ 370.00 $ 2,250.00 $ - $ - $ - $ - $ - $ 2,620.00 Est. Amount >>> $ - $ - $ - $ - $ 2,620.00 II Inspection Program
Est. Hours >>> 5 7 40 136 188 Est. Units >>> 220 440
Est. Amount >>> $ - $ 1,050.00 $ - $ 5,800.00 $ 18,360.00 $ - $ - $ 25,210.00 Est. Amount >>> $ 220.00 $ - $ 294.80 $ 294.80 $ 25,504.80 Est. Hours >>> 3.0 7.0 37.0 5.0 40.0 136.0 5.0 12.0 245.0 Est. Units >>> 220.0 0.0 440.0 Total Est. Amount >>> $600 $1,300 $5,550 $950 $5,800 $18,360 $625 $1,260 $34,444.97 Est. Amount >>> $ 220.00 $ - $ 294.80 $ 514.80 $ 34,959.77 REIMBURSABLE EXPENSES:
The following expenses will be billed at cost plus 15% unless otherwise noted:
Outside Services: Includes fees paid to sub-consultants, consultants, analytical laboratories, and other providers of services required for execution of the project.
Permits, Applications, and Fees: Includes fees for Notices of Intent (NOI), Notices of Termination (NOT), application fees, submittal fees, permit fees, and other fees required as part of the project and not paid directly by Client.
Commercial Delivery Services: Including Express Mail, Federal Express, UPS and independent courier services.
In-House Pick-Up and Delivery Services: When provided by the firm, these services will be billed at $50.00 per hour plus current IRS mileage reimbursement rates per mile round trip, with no additional markup.
NOTES:
Litigation Support and Expert Witness shall be at 2.0 times the above noted hourly rates.
Rates: Rates include an increase of 2% beginning year 3 and an additional 2% in year 5.
Prevailing Wage: Projects and/or portions thereof designated by Client to be subject to Prevailing Wage shall be billed at the Prevailing Wage rate, plus a multiplier of approximately 3.4 for overhead and profit. The Prevailing Wage rate shall be based upon the Wage Rate Determination issued by California’s Director of Industrial Relations for the locality and employee classification at the time the work is performed. Please contact CASC for specific project prevailing wage rates.
Project Estimate Summary Totals
Commercial, Industrial, Restaurant
Inspections (assumes 110 inspections
annually, plus 20% follow-up
inspections)
Annual Reporting
Project Annual Contract Term Estimate and Billing Rates Other Direct Costs City of Cathedral City
NPDES Compliance Services
FEE ESTIMATE
CASC Engineering and Consulting, Inc.
2025 Confidential Proposal
General Program Management and As-
Needed Support Services
C-1
EXHIBIT "C"
INSURANCE
A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance:
Only the following “marked” requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000).
Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City.
X Workers’ Compensation Insurance: Workers’ Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers’ liability coverage.
Service Provider shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreement, Service Provider is to defend and indemnify the City from such claim.
X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider’s profession in an amount not less than one million dollars
C-2
$1,000,000 per occurrence. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider’s services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage.
B. Other Provisions . Insurance policies required by this Agreement shall contain the following provisions:
1. All Coverages.
a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.
b. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
2. Commercial General Liability and Automobile Liability Coverages.
a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.
b. Service Provider’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider’s insurance.
c. Service Provider’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
C-3
d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.
e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents.
3. Workers' Compensation Coverage . Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each sub-contractor identical to those Service Provider provides.
2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.