Project Name/No.: ST262 – Design Services Contract No.: ______________ Benson Avenue Safe Routes to
School Improvements
Project Manager: Public Works / B. Aleman Approved: ______________
01225.0001/863604.2 (Long Form)
AGREEMENT FOR SERVICES
BETWEEN THE CITY OF CHINO AND
HR GREEN PACIFIC, INC.
THIS AGREEMENT FOR SERVICES (herein “Agreement”) is made and entered into this 15th day of September 2026 (“Effective Date”) by and between the City of Chino, a California municipal corporation (“City”) and HR Green Pacific, Inc., a California Corporation, (“Consultant”). City and Consultant may be referred to individually as “Party” or collectively as “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Inv itation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Chino’s Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for per formance of those services defined and described particularly in Article 1 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 herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and condi tions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services ” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant 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, a nd professional manner, and is experienced in performing the work and services contemplated 01225.0001/863604.2 2
herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phr ase “highest professional standards ” shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Services shall include the scope of work included in Consultant’s proposal, which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with , all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having j urisdiction in effect at the time service is rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code Section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq. , and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other appli cable laws, as they pertain to such work, including the following requirements:
(a) DIR Monitoring and Enforcement . The public work and/or maintenance work performed under this Agreement shall be subject to compliance monitoring and enforcement by the Department of Industrial Relations (“DIR”) . Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages . Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages . Consultant shall comply with and be bound by the provisions of Labo r Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing 01225.0001/863604.2 3
wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records . Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Sectio n 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations T itle 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day . Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours . Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. By executing this Agreement, and in accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
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(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work und er this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any sub contractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll re cords of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, an d shall indemnify, defend and hold harmless City , its officers, employees or agents of City, against any such fees, assessments, taxes , penalties or interest levied, assessed or imposed against City hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties an d restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existin g, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Project Manager.
1.7 Software and Computer Services.
If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer t echnology, Consultant represents and warrants that it has inspected the City’s current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant unde r this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of the City. Consultant acknowledges that the City is relying on the representation by Consultant as a material consideration in entering into this Agreement.
1.8 Care of Work.
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The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other com ponents thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
1.9 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonab ly necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.10 Additional Services.
City shall have the right , subject to state law and the City’s Municipal Code, at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Project Manager to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work , and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation for extra work shall require the approval of City Council unless the City Council has previously authorized the City Manager to approve an increase in compensation and the amount of the increase does not exceed such authorization. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute di scretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and condition s of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements ” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compe nsation” attached hereto as Exhibit “C” and 01225.0001/863604.2 6
incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Seventy-One Thousand Eight H undred Thirty -Seven Dollars and Zero Cents ($71,837.00) (the “Contract Sum”), unless addit ional compensation is approved pursuant to Section 1.10.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion ; (ii) payment in accordance with specified tasks or the percentage of completion of the servic es, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks , (b) contract retention is main tained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Project Manager in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilita te such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding m onth in a form approved by City ’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement . Consultant shall not invoice City for any duplicate services performed by more than one person.
All invoices shall be submitted by email to [email protected]. Each invoice is to include:
(a) Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
(b) Line items for all materials and equipment properly charged to the Services.
(c) Line items for all other approved reimbursable expenses claimed, with supporting documentation.
(d) Line items for all approved subcontractor labor, s upplies, equipment, materials, and travel properly charged to the Services. 01225.0001/863604.2 7
(e) If this Agreement requires prevailing wages, per Section 1.4 of the Agreement, all invoices shall include a copy of Consultant’s Certified Payroll and proof that Certified Payr oll has been submitted to the DIR.
Consultant shall also submit a list of the prevailing wage rates for all employees and subcontractors providing services under this Agreement, as applicable, with Consultant’s first invoice. If these rates change at any time during the term of the Agreement, Consultant shall submit a new list of rates to the City with its first invoice following the effective date of the rate change.
City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use i ts best efforts to cause Consultant to be paid within forty -five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that paymen t will occur within this time period . In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consul tant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
2.6 Contingency of Funds.
Consultant acknowledges that funding or portions of funding for this Agreement may be contingent upon State budget approval; receipt of funds from, and/or obligation of funds by the State of California to City; or inclusion of sufficient f unding for the services hereunder in the budget approved by Chino City Council for each fiscal year covered by this Agreement. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, City may immediately terminate or modify this Agreement without penalty.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance ” attached hereto as Exhibit “D” and incorporated herein by this 01225.0001/863604.2 8
reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Project Manager but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unu sually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the comm encement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager ’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any dela y in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in ful l force and effect until completion of the services , which shall be no later than June 30, 2028, except as otherwise provided in the Schedule of Performance ( Exhibit “D”).
This Agreement may be renewed by a written amendment for up to an additional two (2) year(s) at the option of the City if the City is satisfied with the quality of services performed by Consultant under this Agreement.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. 01225.0001/863604.2 9
Therefore, the foregoin g principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have 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. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’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. Consultant expressly waives any cla im Consultant may have to any such rights.
4.3 Project Manager.
The Project Manager shall be the Associate Engineer or any other person as may be designated by the Project Manager. It shall be the Consultant’s responsibility to assure that the Project M anager is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager . The Project Manager shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selecti on, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City an d shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed 01225.0001/863604.2 10
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole o r in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, w hether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance . Consultant s hall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $ 1,000,000 per occurrence, $ 2,000,000 general aggregate, for bodily injury, personal injury, and pro perty damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance . Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance . Consultant shall maintain professional liability insurance that covers t he Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. 01225.0001/863604.2 11
(d) Workers’ compensation insurance . Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance . Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of al l required insurance policies, at any time.
(b) Duration of coverage . Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection w ith the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provisio n that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently aut horized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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(f) Waiver of subrogation . All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive su brogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery pr ior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract p rovisions (non -estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non -compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting . Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than t he minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation . Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of c overage for each required coverage.
(j) Additional insured status . General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such polic ies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations . None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause . Consultant agrees to ensure that its subconsultants , subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all s uch coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements 01225.0001/863604.2 13
of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications . The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions . Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self -insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims . Consultant shall give City prompt and timely notice of claims made or suits instituted 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 policies.
(q) Additional insurance . Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify , defend and hold harmless the City, its officers, employees and agents ( “Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, coven ant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
01225.0001/863604.2 14
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to th e City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys ’ fees.
Consultant shall incorporate simi lar indemnity agreements with its subcontra ctors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to cl aims or liabilities occurring as a result of City ’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City ’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional . The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers , books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents rel ating to the disbursements charged to City and services performed hereunder (the “books and records ”), as shall be necessary to perform the services required by this Agreement and enable the Project Manager to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Project Manager shall have full and free access to such books and records at all times during normal business ho urs of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall pe riodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant 01225.0001/863604.2 15
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Project Manager of said fact, circumstance, technique or event and the estimated increased or decrease d cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, d ata, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Project Manager or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reus e, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole r isk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, re use or assignment . Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodi ed therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire ” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose an y such information or work product to persons or entities other than City without prior written authorization from the Project Manager.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, 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 considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or w ork product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. 01225.0001/863604.2 16
(d) Consultant shall promptly notify City should Consultant, 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 there under. 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 said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of San Bernardino, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant 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 Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of t he Consultant’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.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear 01225.0001/863604.2 17
to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 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 or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such ri ghts or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent wit h the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and sh all pay to the City the sum of Zero Dollars ($0) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Consultant any accrued liquidated damages.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this 01225.0001/863604.2 18
Contract at any time, with or without cause, upon thirty (30) days ’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Project Manager . In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Project Manager. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Project Manager thereafter in accordance with the Schedule of Compensation or such as may be approved by the Project Manager , except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable val ue of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.10 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to a ny action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney ’s fees. Attorney’s fees shall include attorney ’s fees on any appeal, and in addition a party entitled to attorney ’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
01225.0001/863604.2 19
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which w ould conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest sh all be employed by it as an officer, employee, agent or sub contractor without the express written consent of the Project Manager . Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interest s of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision r elating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under o r through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq. , as amended, and in co nnection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed agains t City for such use of unauthorized aliens, Consultant hereby agrees to 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.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first -class mail, in the case of the City, to the City 01225.0001/863604.2 20
Manager and to the attention of the Project Manager (with her/his name and City title), City of Chino, 13220 Central Avenue, Chino, California 91710 and in the case of the Consultant, to the person(s) at the address de signated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting th is Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the eve nt that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceabili ty shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association i n which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of 01225.0001/863604.2 21
“financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5 . Consultant warrants and represents that it has not paid or given, and will no t pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of v alue will render this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, ( ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) th at entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
01225.0001/863604.2 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF CHINO, a municipal corporation
Linda Reich, City Manager
ATTEST:
Natalie Gonzaga, City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
ALESHIRE & WYNDER, LLP
_____________________________ _____________________________
Fred Galante, City Attorney Hye Jin Lee, Director of Public Works
CONSULTANT:
HR GREEN PACIFIC, INC.
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer sign atures required when C onsultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.
01225.0001/863604.2 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the Services described in Consultant’s Proposal, atta ched hereto as Exhibit A-1.
II. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
HR Green will provide professional civil engineering design services for the Benson Avenue Safe Routes to School Improvements project located along Benson Avenue from B Street to Chino Avenue in accordance with the City’s requested scope of work. Engineering design services will include review of available background information, utility research and base mapping, topographic and design survey, Right-of-Way verification, preparation of plans and specifications, engineer’s quantity takeoffs and cost estimates, bidding assistance, meetings, and related project coordination necessary to prepare a complete PS&E bid package for ADA improvements within the project limits. All work will be completed in accordance with applicable City standards, the City’s Accessibility Policy, and the contract document requirements identified in the RFP .
UNDERSTANDING OF THE CITY’S NEEDS
The City of Chino has secured TDA Article 3 funding and the local match to improve pedestrian access along Benson Avenue from B Street to Chino Avenue. The project will enhance accessibility and safety at four intersections and supports the City’s 2016 Bicycle and Pedestrian Master Plan, as well as broader Safe Routes to School objectives.
The primary scope includes the design of 14 curb ramps across the four intersections, along with associated signing and striping improvements. A successful project will require strong technical expertise in ADA-compliant curb ramp design, familiarity with City of Chino standards, and practical experience identifying constructability issues before final bid document submittal. Our prior design work with the City has provided valuable lessons learned that will help streamline review, reduce field conflicts, and support a successful construction phase.
TECHNICAL APPROACH AND METHODS
HR Green understands that Benson Avenue is designated as a secondary arterial in the City’s General Plan Circulation Element and is also identified as a Class III bike route. The corridor supports Safe Routes to School connectivity, serving two nearby schools within a predominantly residential area. The roadway currently provides one travel lane in each direction with on-street parking on both sides and a posted speed limit of 35 or 40 mph. Because the corridor is relatively straight with wide lanes, 85th percentile vehicle speed may exceed the comfortable operating environment for pedestrians and bicyclists.
The proposed intersection improvements will enhance pedestrian accessibility and will also support future traffic calming and speed management strategies to improve safety for students, pedestrians, bicyclists, and other roadway users.
The project limits include four intersections: two minor-street stop-controlled intersections and two all-way stop-controlled intersections. Curb ramp designs will comply with the California Highway Design Manual, applicable ADA requirements, including PROWAG, and City of Chino standards. Signing and striping improvements will be developed in accordance with the latest 2026 California Manual on Uniform Traffic Control Devices (CA MUTCD). High-visibility continental-style crosswalks are anticipated for all proposed pedestrian crossings.
For curb ramp design, a critical early task will be confirming right-of-way limits and ensuring that proposed improvements remain within public property. Where available space is constrained, alternative design concepts—such as curb extensions, bulb-outs, or modified ramp configurations—may need to be evaluated and presented to the City for consideration.
Although Benson Avenue is not designated as a truck route, curb return radii should be evaluated to ensure adequate accommodation for emergency vehicles, particularly at the Benson Avenue and Chino Avenue intersection as Chino Ave is designated as a truck route in the City.
Potential utility conflicts should be identified early in the design process. Based on our initial field review, existing fire hydrants and other utility facilities may require coordination, adjustment, or avoidance during curb ramp layout and construction planning. A-2
EXHIBIT “A-1”
SCOPE OF SERVICES
Drainage will be an important consideration for all intersection and driveway improvement designs. Because Benson Avenue has relatively flat grades, drainage condition needs to be confirmed so that proposed improvements will not create ponding or standing water at curb ramps, crosswalks, intersections, or adjacent driveways.
BENCHMARKS FOR PERFORMANCE
Performance will be measured by the team’s ability to deliver a complete, constructible, and standards-compliant design package that meets the City’s schedule, minimizes right-of-way and utility conflicts, and supports safe pedestrian access along the corridor. Key benchmarks include timely completion of field verification, early identification of design constraints, clear coordination with City staff, and preparation of bid-ready plans, specifications, and estimates.
INNOVATION SUGGESTIONS
HR Green understands that the challenging intersection at Benson Avenue and Chino Avenue calls for innovative thinking to create a solution that addresses all the potential issues. The skewed intersection carries high turning volumes that may create conflicts with pedestrian and bicycle crossings. The southwest corner currently lacks sidewalk and curb ramp facilities; therefore, a crosswalk should not be directed to that corner during this design phase. We recommend evaluating a median refuge concept to shorten pedestrian crossing distance, improve visibility, and provide a protected waiting area for pedestrians crossing the wider intersection. The exhibit below illustrates HR Green’s proposed design concept for the intersection of Benson Avenue and Chino Avenue for further discussion with the City.
HR Green Initial Design Concept
Existing Intersection
A-3
Work Plan
Task 1 - Project Management
HR Green will provide overall project management and internal coordination necessary to successfully deliver the City’s requested scope of services. This effort will include management of scope, schedule, budget, subconsultant coordination, internal team communication, milestone planning, ongoing coordination and progress reports with City staff throughout the duration of the assignment. Our Project Manager, Chase Keys, PE, has previously managed several design projects for the City of Chino, will serve as the primary point of contact for the City, and be responsible for tracking progress, managing action items, coordinating discipline leads, and maintaining alignment between the technical work, schedule, and City expectations. This task is intended to support timely delivery, responsive communication, and consistent service quality throughout design.
Task 1a. Working Schedule
We will develop a project delivery schedule to support the City's objective of completing design in time to advertise the project for construction during Summer 2027 in order to minimize impacts to the nearby schools. This management effort will be structured to support clear accountability and efficient project delivery. The schedule will be presented at the kick-off meeting and will identify key milestones, critical deliverables and identify City review time. We will proactively identify any issues that may affect scope, schedule, cost, or design development and present solutions to these potential challenges.
Task 1b. Meetings
The Project Manager will lead the formal meetings anticipated during the design phase of the project. The RFP identifies six coordination meetings, of which two will be held in the field and four may be held virtually. These meetings will be used to review design progress, confirm direction, discuss comments, and maintain coordination among the City, the consultant team, and supporting disciplines.
Anticipated meetings will include the Project Kick-off, a Community meeting to discuss concepts, a 30% Design Review Meeting, a 60% Design Review Meeting, a 90% Design Review Meeting, and Final Design Review Meeting. We will prepare an agenda for each meeting, present key design issues and recommendations, document action items, and incorporate City direction into subsequent work. Those progress meetings will be conducted through MS Teams unless another means is requested by the City. Additional coordination with City staff via telephone, email, or virtual meetings will be conducted as needed to maintain project momentum and promptly resolve technical issues.
Task 1c. Progress Reporting
The Project Manager will provide ongoing project supervision and monitor the design for conformance with the City’s standards, policies and procedures. We will maintain regular communication with the City's Project Manager to discuss project status, identify potential concerns, and obtain timely direction necessary to maintain project progress. These activities will be summarized in a monthly progress report and provided to the City along with monthly invoices.
Task 1d. Schematic Exhibits
HR Green will prepare exhibits showing specific impacts to individual properties on an as needed basis. The exhibits will illustrate proposed improvements, anticipated right-of-way impacts, access modifications, utility conflicts, grading concepts, temporary construction impacts, and property-specific improvements, as appropriate. Individual property exhibits will be prepared when necessary to support discussions with affected property owners or stakeholders.
Benson Avenue at C Street
A-4
Task 1e. Quality Control/Assurance Measures
HR Green will implement a formal quality assurance and quality control process for each design milestone to help verify that all submittals are complete, coordinated, and ready for City review. This process will include internal interdisciplinary review of plans, details, specifications, quantities, and estimates to verify technical accuracy, consistency between documents, constructability, and alignment with the City’s standards and project requirements. Quality review will be completed prior to each submittal so that comments can be addressed internally before the package is delivered to the City.
Our QA/QC process will also include review of coordination between curb design, utility information, adherence to the City’s Accessibility Policy and bid item development.
Particular attention will be given to consistency between plan sheets, notes, special provisions, technical specifications, and engineer’s estimates so that the final package is clear, biddable, and defensible. This effort is intended to reduce omissions, minimize conflicting information between contract documents, and improve the overall quality and readiness of each submittal.
Deliverables: Meeting agendas, minutes and handouts. Detailed Working Schedule and updates. Monthly status updates, invoices and certified payroll. Schematic exhibits as needed.
Task 2. As-Built Research, Investigation, and Review
We will review existing City standards, the City’s Policy on Accessible Pedestrian Facilities, available as-builts and record drawings, relevant operations and maintenance documents, and GIS information to ensure all available background information and applicable requirements are incorporated into the design. The City will provide available as-built records for City-owned facilities, including the roadway itself, water, sewer, and storm drain infrastructure, and our team will use this information to establish the initial design base and identify locations requiring further field confirmation or coordination.
During this task, we will meet with City staff to review available records, confirm known field conditions, discuss prior maintenance or operational concerns, and incorporate City suggestions, recommendations, directions, and other project- specific requirements into the design process. This early coordination will be used to confirm design assumptions, identify key issues that may influence curb ramp improvements, and establish the framework for utility verification and subsequent design development.
Additionally, we will perform a preliminary review of existing right-of-way to identify locations where limited space is available for construction of ADA compliant curb ramps. HR Green will provide title reports for up to eleven (11) affected properties to verify limits of right-of-way, easements, access rights, and other recorded property interests that may influence project design. Findings will be incorporated into the design development process to minimize future conflicts and support development of feasible ADA compliant ramps.
Deliverables: 11 Title Reports for properties with limited space for curb ramp improvements. Complete AutoCAD base mapping of City owned utilities.
Task 3. Utility Research and Notification
At the 30%, 60%, and 90% design stages, we will prepare utility notification materials for City distribution and maintain a record of utility notifications including contact information, dates of transmittal and responses from utility owners. We will research available utility records and identify all known utilities within the intersection limits identified in the City’s Attachment D - Project Location Map. Information obtained through record research will be summarized in the project utility base map and used to review potential utility conflicts.
Concurrent with the 30% design phase, we will perform a preliminary utility investigation that provides the critical information needed to advance design while maximizing value for the City’s budget. This effort includes developing a composite utility map using available utility record drawings, information provided by utility owners, and utility field marking documentation.
Benson Avenue at B Street
A-5
We will compare the field marked utilities with the record utility map to identify major discrepancies and potential utility conflicts that could affect our design. By focusing on significant issues at this stage, rather than conducting a comprehensive utility investigation prematurely, the City receives the information necessary to make informed design decisions while avoiding unnecessary costs and reserving more detailed investigations for when they provide the greatest benefit to the project.
We will submit a DigAlert request for field marking of underground utilities within the project limits and document the field markings while they remain visible. As described in the RFP, this documentation shall include aerial imagery of the project limits to capture and preserve utility markings for design use. We will use this information to prepare a field utility marking map and compare it with the record-based utility map.
Following completion of the record and field utility mapping, we will overlay the datasets to identify discrepancies between record information and field markings. We will evaluate those discrepancies and identify locations where further investigation may be warranted.
Deliverables: Utility Notification Letters for the 30%, 60%, and 90% stages. Utility Matrix indicating utility company correspondence and responses. Updated AutoCAD base mapping.
Task 4. Field Survey
Our survey subconsultant, Kelsoe & Associates, will perform the ground survey necessary to determine and establish right of way and document the existing intersection features relevant to design. Survey will locate surface features within the survey area, including but not limited to fire hydrants, valve covers, water meters, sewer and storm drain manholes, utility vaults and facilities, pull boxes, curb and gutter, driveways, sidewalks, power poles, guy wires, signs, parkway areas, streetlights, and street trees larger than 4 inches in diameter.
We will conduct a field walk to identify potential design and construction conflicts and verify field topographic conditions.
Survey will be tied to the City’s required datums, with vertical control based on the most recent City of Chino benchmark elevations in NGVD29 and horizontal control based on NAD83. Survey work will also establish disturbance of any monuments or centerline ties and provide tie sheets for reference attachment to the specifications. All field topography will be collected electronically for processing and incorporation into the design basemap.
Deliverable: Topographic Base Map.
Task 5. Plans and Specifications
We will prepare a bid set for the Benson Avenue Safe Routes to School Improvements Project, including title sheet, general notes, detail sheets (10 or 5 scale), and plan (20-scale) at the 30%, 60%, 90%, and final design phases. Design development will address ADA curb ramp improvements and high visibility crosswalks at the intersections of Benson Avenue at C Street, and Benson Avenue at Chino Avenue, per the City’s Addendum #1. This will include detailed design information for accessible facilities as outlined in the City’s Accessibility Policy.
Our team will evaluate affected pedestrian facilities within the project limits and coordinate accessible design solutions with the City’s Policy on Accessible Pedestrian Facilities and applicable accessibility requirements. This task will support consistent incorporation of accessible routes, curb ramps, transitions, localized sidewalk improvements, and related pedestrian features into the plans and details.
Accessibility coordination will include review of how proposed improvements tie into adjacent existing facilities, identification of potential technical infeasibility issues where applicable, and documentation of design decisions necessary to support compliance to the maximum extent feasible. This effort will help strengthen the overall design package and reduce the likelihood of accessibility-related revisions late in design or during bidding.
Intersection of Benson Avenue at Chino Avenue
A-6
Technical specifications will be prepared as part of the construction bid package and will include the technical special provisions section and any specialty work items necessary for the project. The specifications will conform to project requirements and will be based on the Standard Specifications for Public Works Construction, 2024 Edition, including supplements, together with the City of Chino Standard Plans and Specifications and Construction Bid Item Descriptions.
Specifications will include appendices such as the utility coordination documents relevant to contractor performance, and other project constraints affecting construction. Construction contract documents will be prepared in the City’s format and submitted at the 90% and final stages.
Deliverables: 30% Design Plans, 60% Design Plans, 90% Design Plans and Specifications, and Final Design Plans and Specifications.
Task 6. Engineer’s Quantity and Cost Estimate
We will prepare engineer’s quantity takeoffs, cost estimates, and bidding schedules on City forms for the project. Quantities and bid items will be coordinated with the plans and City specifications and will be based on the latest Greenbook requirements and associated City bid item descriptions.
Deliverable: Engineer’s Estimates included with the 30%, 60%, 90%, and final design submittals.
Task 7. Plan Interpretation and Bidding Assistance
During the bidding phase, we will provide construction plan interpretation and consultation to support the City’s advertisement of the project. This will include review of bidder questions, clarification of drawings and specifications, and support to the City in preparing bid addenda when clarification is necessary.
We will provide responses to requests for information during bidding within two working days of receipt of the RFI, consistent with the requirement stated in the RFP. If any RFI results in a design change during the bidding process, we will incorporate the change into the plans and provide a conformed set.
Deliverables: Responses to bidder questions/RFIs, Bid addenda, conformed set of plans if design changes apply.
Benson Avenue at D Street
A-7
01225.0001/863604.2 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
01225.0001/863604.2 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall be compensated for the services provided under this Agreement in accordance with the budget and rates provided in Exhibit “C-1”.
II. Within the budgeted amounts for each Task, and with the approval of the Project Manager, funds may be shifted from one Task subbudg et to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.10.
III. The City will compensate Consultant for the Services performed upon submission of a valid invoice, as described in Section 2.4.
IV. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.
EXHIBIT “C-1”
SCHEDULE OF COMPENSATION
C-2
01225.0001/863604.2 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall per form all services and deliver all work pr oducts timely in accordance with the schedule attached hereto as Exhibit “D-1”.
II. The Project Manager may approve extensions for performance of the services in accordance with Section 3.2.
= Meeting with City = Community Meeting
Milestone OCT 26 NOV 26 DEC 26 JAN 27 FEB 27 MAR 27 APR 27 Notice to proceeed / Kickoff
Data Collection/Records Review Title
Reports
Survey/Field Work
Base Map/Existing Conditions Review
Field Community Meeting
30% Plans
City Review Period
30% Review Meeting with City
60% Plans and Estimate
City Review Period
60% Review Meeting with City
90% PS&E
City Review Period
90% Review Meeting with City
Final PS&E Package
Final Review Meeting with City
EXHIBIT “D-1”
SCHEDULE OF PERFORMANCE
D-2