Colton City Council
June 7, 2022

invoice is received from the plan check consultant. This model was brought forward on completion of a fee study in 2021 and approved by Council the same year.

ISSUES/ANALYSIS

The Fire Department submitted an RFQ for outside plan check serv ices to Purchasing/Finance for posting on the city’s Bid Net system www.TheNetworkBidSystem.com. on April 11, 2022.

The online bidding system was utilized as an RFQ notification tool, as well as a tool to deliver the RFQ documents to the potential bidders instantly. The posted deadline for response submittals was posted as May 5, 2022 at 5:00 PM, and the Fire Department received four proposals on or before that date with hard copies of the proposals being d elivered to Colton Fire Station 211, Office of the Fire Marshal.

Proposals were evaluated between May 9 -11, 2022, based on the criteria listed in the RFQ including fire plan check experience, certification of reviewing associates, work plan/methodology, a bility to perform, other services the firm routinely performs that could possibly cause a conflict of interest, and fees.

Three of the four proposals submitted were deemed non -responsive for either failure to provide fees based on per project and not hour ly or per sheet or did not provide a positive statement as to whether the firm provided design and/or engineering work. Both aforementioned items were clearly listed as required in the RFQ. Dennis Grubb and Associates LLC was the only proposal that was fully responsive to all portions of the RFQ.

Additionally, Dennis Grubb and Associates is the Colton Fire Department’s current Contract Fire Plan Check Consultant and has consistently provided excellent service with value that has consistently exceeded the scope of the contract.

FISCAL IMPACTS

Sufficient appropriations are included in the adopted FY2022 -23 budget for the first year of the contract in General Fund Fire Department Professional Services A ccount Number 100 -6090- 6092-2350-0000-000. The entire am ount expensed through the contract will be fully recovered as a direct pass -through cost collected as a portion of the plan check fee to developers. In addition, an administrative fee is collected on every plan check along with fees for inspections.

These fees are also fully collected from the end user before an invoice is received from the plan check consultant.

ALTERNATIVES

1. Provide alternative direction to staff.

ATTACHMENT
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Staff Report to the Mayor and City Council
Contract Award - Dennis Grubb & Associates LLC
June 7, 2022

1. PROFESSIONAL SERVICES AGREEMENT FINAL Dennis Grubb 2022

2. DGA INSURANCE Colton 2023

3. Plan Check RFQ Evaluation Worksheet

4. RFQ Plan Check Services 2022 Final
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CITY OF COLTON

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 7th day of June, 2022 by and between the City of Colton, a municipal corporation organized under the laws of the State of California with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 (“City”) and DENNIS GRUBB AND ASSOCIATES, LLC , with its principal place of business at 12523 Limonite Ave. STE 440 -102 Mira Loma, Ca 91752 (“Consultant”). City and Consulta nt are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Ci ty on the terms and conditions set forth in this Agreement. Consultant represents that it is experience d in providing Fire and Life Safety Plan Check and Consultation services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services fo r the Professional Plan Review Services and Consultation (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services . Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Professional Plan Review Services and Consultation services necessary for the Project ( “Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services sha ll be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall b e from July 1, 2022 to June 30 2025, with the ability for the City Manager to extend for two additional one -year terms, unless

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earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Part ies may, by mutual, writ ten consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor . The Services shall be performed by Consult ant or under its supervi sion. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to p erform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all t imes be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be r esponsible for all repor ts and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers ’ compensation insurance.

3.2.2 Schedule of Services . Consultan t shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference.

Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant ’s conformance with the Schedule, City shall respond to Consultant ’s submittals in a timely manner. U pon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements . All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key P ersonnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other person nel of at least equal co mpetence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel wh o fail or refuse to perf orm the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly remove d from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: LISTED ON ATTACHMENT.

3.2.5 City’s Representative . The City hereby designates Fire Chief Tim McHargue, or his or her desi gnee, to act as its representative for the performance of this

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Agreement ( “City’s Representative ”). City ’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shal l not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative . Consultant hereby designates Dennis J.

Grubb, or his or her designee, to act as its representativ e for the performance of this Agreement (“Consultant’s Representative ”). Consultant ’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall s upervise and direct the Services, using hi s best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services . Consultant agree s to work closely with City staff in the performance of Services and shall be available to City ’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees . Consu ltant shall perform all Services under thi s Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and ma intains that it is skilled in the professi onal calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant r epresents that it, its employees and subco nsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct err ors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the ad equate or timely completion of the Project , a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ( “Performance Time ”).

Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consul tant ( “Performance Milestones ”). Consultant agrees that if the S ervices are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.10 Laws and Regulations ; Employee/Labor Certifications . Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, includ ing all

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Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with S ervices. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, ind emnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Consultant . By execut ing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented al iens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identit y and immigration status of each employee of the Consultant. Consultant also verifie s that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any vi olation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Depart ment of Homeland Security, by participating in an equivalent federal work authorizati on program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consu ltant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.

3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub - subcontractors and Subconsultants . To the same extent and under the same cond itions as Consultant, Consultant shall require all of its subcontractors, consultants , sub-subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility ; Failure to Comply . Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections

3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section

3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake

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self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment . Con sultant represents that it is an equal opportunity employer and it shall not discrimi nate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non -discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.6 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules a nd regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consul tant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fu el-powered engine. Consultant shall indemnify City against any fines or penalties im posed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or oth ers for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.

(A) Management and Compliance . To the extent applicable, Consultant’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Qua lity Control Act (Cal Water Code §§ 13000 -14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharge s of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

(B) Liability for Non -compliance. Failure to comply with the laws, regulatio ns and policies described in this Section is a violation of law that may subject Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, emplo yees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Consultant’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.

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(C) Training. In addition to any other standard of care requirements set forth in this Agreement, Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Consultant further warrants that it, its employees and subcontractors wil l receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Consultant wit h a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance . Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required und er this Section. Failure to provide and maintain all required insurance shall be gro unds for the City to terminate this Agreement for cause.

3.2.11.2 Minimum Requirements . Consultant shall, at its expense, procure and maintain for the duration of the Agr eement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants.

Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the d uration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability : Insurance Services O ffice Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability :

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance . Consultant shall maintain limits no less tha n: (1) General Liability: $2,000,000 per occurrence for bodily injury, per sonal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/locatio n or the ge neral aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: N/A per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability:

Workers’ Compensation limits as required by the La bor Code of the State of California.

Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

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3.2.11.3 Professional Liability . Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Proj ect, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability.

3.2.11.4 Insurance Endorsements . The insurance policies shall contain the following provisions, or Consultant shall provi de endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, of ficials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employ ees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant ’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents , and volunteers shall be excess of the Consultant ’s insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, it s directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or f or which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant ’s scheduled underlying coverage. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant ’s insurance and shall not be called upon to contribute with it in any way.
(C) Workers’ Compensation and Employer ’s Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages . Each insurance policy r equired by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or cancel ed except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not aff ect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.

3.2.11.5 Separation of Insur eds; No Special Limitations . All insurance required by this Section shall contain standard separation of insureds provisi ons. In

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addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers.

3.2.11.6 Deductibles and Self -Insurance Retentions . Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of t he City, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Ci ty, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best ’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.8 Verification of Coverage . Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certi ficates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and appro ved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.9 Reporting of Claims. Consultant shall report to the City, in addition to Consultant ’s insur er, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Se rvices, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and re gulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the cond itions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space proced ures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required t o prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Accounting Records . Consultant shall maintain complete and accurate records with respect to all costs and expenses incurr ed under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursua nt to this Agreement. Consultant shall allow inspection of all work,

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data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under th is Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation shall not exceed ($100,000) without written approval of City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and m anner set forth in this Agreement.

3.3.2 Payment of Compensation . Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Service s and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receivi ng such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work . At any time during the term of thi s Agreement, City may request that Consultant perfo rm Extra Work. As used herein, “Extra Work ” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would b e necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600 0, et seq., ( “Prevailing Wage Laws ”), which require the payment of prevailing wage rates and the performance of other requirements on “public wo rks” and “maintenance” projects. “IF” the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and “IF” the total compensation is $1,000 or more , Consultant agrees to fully c omply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each cra ft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant ’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination . City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving

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written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days befor e the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Co nsultant may not terminate thi s Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated i n whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 Ownership of Materials and Confidentiality.

3.5.1 Documents & Data; Licensing of Intellec tual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specification s, studies, drawings, estimate s, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( “Documents & Data ”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within th irty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City rese rves the right to select the m ethod of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount o f compensation to which the Co nsultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upo n the payment of actual reason able duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.5.2 Subconsultants. Consultant sha ll require all subconsultants to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right t o license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design

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professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City ’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re -use of the Documents & Data on such other project. Consultant s hall be responsible and liable for its Documents & Data , pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be respo nsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.5.5 Confidentiality. All Documents & D ata, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be us ed or reproduced by Consultant for any purposes other than the performance of the Services.

Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Service s or the Project. Nothing furnished to Consultant that is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6 General Provisions.

3.6.1 Delivery of Noti ces. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

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Consultant:

DENNIS GRUBB & ASSOCIATES, LLC
12523 LIMONITE AVE., STE 440-102
MIRA LOMA, CA 91752
City:

City of Colton
650 North La Cadena Drive
Colton, California 92324
Attn: Tim McHargue, Fire Chief
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Indemnification.

3.6.2.1 Scope o f I ndemnity. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, ex penses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, offic ers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys f ees and other related costs and expenses.

Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

3.6.2.2 Additional Indemnity Obligations . Consultant shall defend, with Counsel of City's choosing and at Consultant’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents.

Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding . Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert wit ness fees. Consultant shall reimburse

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City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provide d. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.6.3 Governing Law; Government Code Claim Compliance . This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consulta nt. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.4 Time of Es sence. Time is of the essence for each and every provision of this Agreement.

3.6.5 City’s Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.6.6 Successors and Assigns . This Agreement s hall be binding on the successors and assigns of the parties.

3.6.7 Assignment or Transfer . Consultant shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, da ys or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. Al l references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.6.9 Amendment; Modification . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

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3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party a ny contractual rights by custom, estoppel or otherwise.

3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.12 Invalidity; Se verability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.13 Prohibited Interests . Consultant maintain s and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has i t agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Cons ultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City ’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty , City shall have th e right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.14 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.15 Attorney’s Fees . If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shal l be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.17 Counterparts. This Agreement ma y be signed in count erparts, each of which shall constitute an original.

3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

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[SIGNATURES ON NEXT PAGE]

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23152.06020\1329334.7

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF COLTON

AND DENNIS GRUBB AND ASSOCIATES, LLC

IN WITNESS WHEREOF, the Parties have ent ered into this Agreement as of the 1st day of July, 2022.

CITY OF COLTON

By: _________________________
William R. Smith Date
City Manager

Attest: _________________________
Carolina Padilla Date
City Clerk

DENNIS GRUBB AND ASSOCIATES, LLC

By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)
By: _________________________
Signature

_________________________
Name (Print)

_________________________
Title (Print)

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23152.06020\1329334.7

EXHIBIT “A”

SCOPE OF SERVICES
PLAN CHECK:
 Plan check services will be for all plan types submitted.  All plan check fees will include the initial submittal and up to 2 additional resubmittals.  All plan checks extending past the third plan check will be charged an additional plan check fee.  Consultant will, at no cost, handle all transportation of plans to and from the City of Colton.  Plan check correction notices will be submitted to the Office of the Fire Marshal at [email protected]
 Expedited plan checks may be invoiced by consultant or with applicant paying directly to consultant.

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EXHIBIT “B”

SCHEDULE OF SERVICES

WORK TO BE PERFORMED AND DUE DATES

 Plan review times are for all plan reviews.

 Initial plan review turn-around time is up to ten (10) city business days.

 Subsequent plan reviews have a turn-around time of up to five (5) city business days.

 Expedited plan reviews will be less than five (5) city business days.

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20 (BB&K: 2-12)
23152.06020\1329334.7

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21 (BB&K: 2-12)
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Attachment: PROFESSIONAL SERVICES AGREEMENT FINAL Dennis Grubb 2022 (3643 : Contract Award - Dennis Grubb & Associates LLC) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)(Ea accident)$
$
N / A

SUBRWVDADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMIT

AUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITY Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPER

LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIABUMBRELLA LIAB $EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY
04/19/2022

WILLHITE INSURANCE AGENCY, INC
6117 BROCKTON AVENUE, STE 206
RIVERSIDE, CA 92506

JOHN WILLHITE
951-682-8297 951-682-7297
[email protected]

DENNIS GRUBB AND ASSOCIATES
6560 VAN BUREN BLVD. STE. B
RIVERSIDE, CA 92503
THE HARTFORD INSURANCE COMPANY 29424
SEQUOIA INSURANCE COMPANY 22985
UNDERWRITERS AT LLOYDS 32727
A
83SBANX2247 01/13/2022
01/13/2023
2,000,000
1,000,000
10,000
1,000,000
4,000,000
2,000,000
B
QWC1204923 04/01/2022
04/01/2023
1,000,000
1,000,000
1,000,000
OCCURRENCE 1,000,000
AGGREGATE 1,000,000

THE CITY OF COLTON
650 N. LA CADENA DR
COLTON, CA 92324
C
PROFESSIONAL LIABILITY PSK0139434375 03/17/2022
03/17/2023

THE CITY OF COLTON, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEERS ARE NAMED AS

ADDITIONALLY INSURED IN RESPECTS TO GENERAL LIABILITY AND PROFESSIONAL LIABILITY POLICIES PER ATTACHED ENDORSEMENTS. WORKERS COMPENSATION INSURANCE INCLUDES WAIVER OF SUBROGATION. THE INSURANCE IS DEEMED PRIMARY AND CERTIFICATE HOLDER SHALL BE NON-CONTRIBUTORY.

JOHN WILLHITE

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Attachment: DGA INSURANCE Colton 2023 (3643 : Contract Award - Dennis Grubb & Associates LLC)

IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.

ACORD 25 (2001/08)

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Attachment: DGA INSURANCE Colton 2023 (3643 : Contract Award - Dennis Grubb & Associates LLC) POLICY NUMBER: 83 SBA NX2247 THE HARTFORD INSURANCE CO.

COMMERCIAL GENERAL LIABILITY
NAMED INSURED: DENNIS GRUBB & ASSOCIATES

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - ONGOING AND COMPLETED OPS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
Name of Person or Organization: THE CITY OF COLTON

THE CITY OF COLTON, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS,

AND VOLUNTEERS
(If no entry appears above, information required to complete this endorsement will be shown in the Declaration as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in Schedule, but only with respect to liability arising out of "your work" for that insured by or for you.

PRIMARY INSURANCE AND NON CONTRIBUTORY CLAUSE
Such insurance as is afforded by this policy is primary insurance and non· contributing coverage for "ongoing" and "competed operations". No other insurance of the Additional Insureds will be called upon to contribute to a loss.

Such Insurance as is afforded by this policy for the additional insured shown in the schedule of this endorsement shall apply as primary insurance and will not seek contribution from any other insurance maintained by such additional insured for "ongoing" and '
1 completed" operations.

WAIVER OF SUBROGATION
General Liability Insurance and Workers Compensation policy shall include a WAIVER OF SUBROGATED ENDORSEMENT whereby the subcontractor waives any right or claim to be subrogated on payment of loss or otherwise to any claim against the contractor or owner and waves any right against contractor or owner.

CG20 JO I0/0 I Copyright, Insurance services office, Inc., 1984

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Attachment: DGA INSURANCE Colton 2023 (3643 : Contract Award - Dennis Grubb & Associates LLC) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
We waive any right of recovery we may have against:

1. Any person or organization shown in the Declarations, or

2. Any person or organization with whom you have a contract that requires such waiver.

Form 55 12 15 03 00
© 2000, The Hartford

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Attachment: DGA INSURANCE Colton 2023 (3643 : Contract Award - Dennis Grubb & Associates LLC) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC040306 (Ed:. 04-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT· CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform wo(k under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
i
The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due 6n such remuneration.

Schedule
Person or Organization
Any person or organization as required by written contract.

Job Description
This endorsement changes the policy to which ii is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective
Insured
Insurance Company
WC 040306
(Ed. 04-84)
4/1/2022 Policy No. QWC1204923

DENNIS GRUBB AND ASSOCIATES LLC
Sequoia Insurance Company
Countersigned bY-�--::;_l,..�=�
dorsement No. 0
Premium $ 500

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Attachment: DGA INSURANCE Colton 2023 (3643 : Contract Award - Dennis Grubb & Associates LLC) City of Colton
Plan Check Services RFQ
Rating Description Rating
Provided all requested documents 2
Provided a portion of requested documents 1
Did not provide requested documentation 0
2 2 2 2
2 2 2 0
2 2 2 2
2 2 2 2
0 0 2 0
1 2 2 1
1 2 2 1
0 0 2 1
2 1 2 1
2 1 2 1
2 2 2 0
2 2 2 0
2 0 2 1
2 2 2 2
22 20 28 14Overall Rating
Provide fire experience, associate team, project approach Bureau
Veritas
Provide positive statement if firm provides design or engineering work* Yes or no response in non responsive to RFQ Certifications provided for plan checkers
Hourly rates for time and material only and not accepted for plan check* Able to provide electronic plan check
Willdan
4 Leaf Inc
DGA
10 years experience in fire department plan reviews
3 letters of recommendation provided
5 years experience in FD plan review as member of municipal, county, or fire protection district + ICC Plans Examiner or CSFM Plans Examiner +
Contractor provides postage or transportation, at not cost, for all plans Plan check turn around times align with City and expedited plan review is provided Criteria Description
Provide 3 original copies of proposal
Provide rate sheet in separate sealed envelope
RFQ received by 5pm May 5, 2022

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Attachment: Plan Check RFQ Evaluation Worksheet (3643 : Contract Award - Dennis Grubb & Associates RFQ 1

REQUEST FOR QUALIFICATIONS
FOR

FIRE DEPARTMENT OUTSIDE PLAN REVIEW SERVICES

March 2022

CITY OF COLTON
City of Colton Fire Department
303 East E Street
COLTON, CA 92324

RFQ Number:

Any questions relative to this project should be directed to:

Ray Bruno, Fire Marshal, [email protected]
Questions relative to the RFQ process should be directed to:

Nicole Mihld, Purchasing/CSR Mgr. [email protected]

THE CITY OF COLTON ENCOURAGES THE PARTICIPATION OF MINORITY AND WOMEN

OWNED BUSINESSES

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Attachment: RFQ Plan Check Services 2022 Final (3643 : Contract Award - Dennis Grubb & Associates LLC) 2 RFQ

RFQ No.

REQUEST FOR QUALIFICATIONS TO PROVIDE SERVICES

FIRE DEPARTMENT OUTSIDE PLAN REVIEW SERVICES
The City of Colton is requesting Statements of Qualifications (SOQ) from qualified consultants to enter into an agreement for as-needed fire department outside plan review services.

Agreements with individual consulting firms will have a three-year period with the potential for two one-year extensions. The potential contract value for each agreement will be up to $100,000 for any given contract year, with an annual increase based on CPI starting in year 2. A list of the scope of services is attached.

To be considered for selection, qualifications must be submitted to the Office of The Fire Marshal, of the City of Colton, 303 East E Street, Colton, CA 92324, at or before 5:00 p.m. on M a y 5, 2022.

Please review your entire package before submitting qualifications. Incomplete submissions may be rejected as non-responsive.

In accordance with the Colton Municipal Code, awards shall be based on a best value evaluation. Criteria used for the evaluation will include: ability to provide services, previous performance and references, consistency with current equipment and standards, and unspecified value-added offerings by the bidder. The city expects to select one vendor from the list of bidders.

The successful bidder will be expected to sign a contract. A sample contract is attached. The final contract will include this request for qualification and the successful bidder’s response.

Please do not execute the contract at this time.

The City of Colton reserves the right to reject any or all qualifications or any part of the proposal, to waive minor defects or technicalities, or to solicit new qualifications on the same project or a modified project. Please read the insurance requirements and general provisions carefully, they are part of your proposal and you must show proof of insurance and licensing to be considered a successful bidder.

CONTENTS OF THE STATEMENT OF QUALIFICATIONS:

The SOQ shall include the following items in the order listed:

1. Firm Experience – Provide a summary of projects that are similar in scope to the types of projects and services noted herein. The summary should include a brief description of past

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cities served, the name of your fire department contact and staff that serviced the contract, and the name and current phone number of the city’s contract administrator.

2. Associate Team - Provide the names and qualifications of the key individuals that will be responsible for the coordination and production of these services, their respective roles and the organizational structure of the team. Technical support staff should be included if they will perform a significant role in the preparation of the work products. The office of record for each team member shall be listed as well as the primary office location where the work is to be performed.

3. Project Approach – Provide a summary of the firm’s proposed approach to typical plan review projects including a description of quality assurance and schedule control measures to be utilized. It is quite likely that during the course of the contract, the consultant will have multiple project tasks active at the same time. Describe how you will manage the efficient completion of concurrent tasks/projects and provide references relative to your past success in this regard.

For information regarding the work to be performed, contact Fire Marshal Ray Bruno at (909) 370-5553.

SELECTION PROCEDURE:

Statements of Qualifications will be reviewed and ranked by a selection committee composed of City of Colton staff members. Ranking will be based on factors listed above, as well as additional relevant information, clarity, neatness and overall quality of the response. The SOQ is to be single-sided and no longer than 25 pages in length. All qualifying certificates shall be added as an attachment to the RFQ and will not count toward the 25 pages.

After discussion and ranking by the selection committee, one (1) firm may be selected to negotiate an agreement. If necessary, and at the sole option of the City, the top firms may be invited to an interview prior to final selection. If the city selects this approach, sufficient time will be given to the firms to prepare for the interview.

A copy of the city’s professional services agreement is attached for your review. The form of this agreement will not be subject to negotiations; therefore, if you are not able to sign this agreement do not submit a Statement of Qualifications.

Due to potential conflicts of interest, bidders/firms that also provide engineering or design work for other entities shall not be considered for this contract

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SUBMITTAL:

Submit three (3) original copies, one (1) rate sheet, (Attachment “D”) in a separate sealed envelope and one (1) digital copy of your Statement of Qualifications (without the rate sheet) no later than 5:00 P.M., April 28, 2022, addressed to:

RAY BRUNO

CITY OF COLTON

FIRE PREVENTION DIVISION
303 EAST E STREET
COLTON, CA 92324

SOQs received after the specified time will not be considered. If you have any questions regarding the process, please contact me at (909) 370-5553. Thank you for your interest and we look forward to reviewing your Statement of Qualifications.

RAY BRUNO
Fire Marshal
Fire Prevention Division

Attachment “A” Consultant Selection Schedule
Attachment “B” Scope of Work
Attachment “C” Sample Agreement
Attachment “D” Rate Sheet

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Attachment “A”

Consultant Selection Process Schedule

Monday, April 11, 2022 Release RFQ

Thursday, April 21, 2022 Last day to submit questions on RFQ Thursday, April 28, 2022 Questions and responses to bidders Thursday, May 5, 2022 (5:00) Receive SOQ’s from Consultants Week of May 9th, 2022 Interviews, if necessary
End of May 2022 Selection and Notification
June 7, 2022 Approval of Contract

The above timeframes are estimates only (except the SOQ due date/time).

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Attachment “B”
Scope of Work

The minimum qualifications for a CONTRACTOR’S BID to be considered are as follows:

A. CONTRACTOR must have had at least ten (10) years’ experience in conducting Fire Department Plan Reviews of structural, non-structural, fire protection systems, fire alarm systems, hazardous materials storage and use, high piled storage, vegetation fuel modification and all other types of plans required for submission to the fire department under the provisions of the California Fire Code. The plan review process must be managed / supervised by a person with the level of experience consistent with that of a highly skilled Fire Marshal in a California municipal or county fire department or fire protection district.

B. Bidder shall provide documentation of current services provided to other governmental jurisdictions. This shall include a minimum of 3 letters of recommendation from governmental Fire Official specifying the bidder’s professional services provide.

C. Bidder shall demonstrate qualifications to review fire plans and provide documentation of any professional certifications/licenses/degrees.

D. All persons actually conducting the plan review must have a minimum of five (5) years of California fire plan review experience. Fire protection system plan review experience as a paid regular member of a municipal or county fire department or fire protection district is highly desirable. Possession of an International Code Council (ICC) certification for Fire Plans Examiner or California State Fire Marshal Plan Examiner certification is also highly desirable . All associates of bidder that may be utilized for review of plans shall be identified in the bid.

Associates must also provide qualifications to review fire plans and provide documentation of any professional certifications/licenses/degrees.

CONTRACTOR guarantees that the actual person(s) conducting the plan reviews will possess necessary qualifications.

E. All postage fees to be paid by contractor and for transportation of plans between City of Colton and contractor.

F. CONTRACTOR shall provide turn-around time schedule for new submittals, resubmittals, and requests for accelerated plan review.

G. Successful bidder will be compensated 100% of the approved PLAN REVIEW fee for specific plan type being reviewed. This fee encompasses the initial review and one resubmittal. Hourly rates will be for time and material only as a separate line item and not be accepted for plan check.

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H. CONTRACTOR will be expected to be able to perform electronic plan review and must provide all hardware necessary to perform such reviews.

I. The selected contractor and their employees will be responsible for communicating and working directly with all submitting design professionals, builders, architects or engineers to resolve all identified plan correction items and issues.

J. The approval of requests for the use of alternative materials or methods shall only be approved by the Colton Fire Marshal and/or if appropriate, the Colton Building Official.

K. Any disputes or conflict related to interpretation or application of the Fire Code shall be made by the Fire Marshal, any disputes or conflict related to any other adopted code shall be made by the City of Colton Building Official.

L. Bidders shall place a positive statement as to whether they do or do not provide engineering or design work for other entities. Due to potential conflicts of interest, bidders or firms that do provide engineering or design work for other entities shall not be considered for this contract.

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Attachment “C”

CITY OF COLTON

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of _____, _____, by and between the City of Colton, a municipal corporation organized under the laws of the State of California with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 (“City”) and ________________, with its principal place of business at ________ (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Fire Life Safety Plan Check and Consultation services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the Professional Plan Review Services and Consultation (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Professional Plan Review Services and Consultation services necessary for the Project ( “Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.

3.1.2 Term. The term of this Agreement shall be from _____ to _____, unless earlier terminated as provided herein. Thereafter, the City of Colton and ______ may agree for additional one

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(1) year periods on the same terms and conditions herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor . The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social securit y taxes, income tax withholding, unemployment insurance, disability insurance, and workers ’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel . Consultant has represented to City that certain key personnel will perform and coordina te the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncoo perative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performanc e of this Agreement are as follows: LISTED ON ATTACHMENT

3.2.5 City’s Representative. The City hereby designates Fire Chief Tim McHargue, or his designee, to act as its representative for the performance of this Agreement ( “City’s Representative”).

City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract.

Consultant shall not accept direction or orders from any person other than the City ’s Representative or his or her designee.

3.2.6 Consultant’s Repre sentative. Consultant hereby designates _______, or his designee, to act as its representative for the performance of this Agreement ( “Consultant’s

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Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant ’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees . Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.

Consultant warrants that all employees and sub consultants shall have s ufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and sub consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its su b-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ( “Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant ( “Performance Milestones ”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.10 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable fo r all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability a rising out of any failure or alleged failure to comply with such laws, rules or regulations.

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3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to , examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.

3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub - subcontractors and Sub consultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub -subcontractors and sub consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause:
(1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or sub consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Labor Certification . By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California 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 agrees to comply with such provisions before commencing the performance of the Services.

3.2.10.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any sub consultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.

Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City ’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

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3.2.10.6 Air Quality . To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel -powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.7 Water Quality.

(A) Management and Compliance. To the extent ap plicable, Consultant’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollut ion Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000 -14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regi onal Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

(B) Liability for Non -compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Consultant or City to penalties, fines, or additional regulatory requirements. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Consultant’s non -compliance with the laws, regulations and policies described in this Section, unless such non -compliance is the res ult of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.

(C) Training. In addition to any other standard of care requirements set forth in this Agre ement, Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Consultant further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Consultant with a list of training programs that meet the requirements of this paragraph.

3.2.11 Insurance.

3.2.11.1 Time for Compliance . Consultant shall not commence Work

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under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any sub consultant to commence work o n any subcontract until it has provided evidence satisfactory to the City that the sub consultant has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements . Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or sub consultants. Consultant shall also require all of its sub consultants to procure and maintain the same insurance for the duration of the Agreement.

Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 MINIMUM per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 MINIMUM per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 MINIMUM per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage . At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provide d through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.2.11.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 MINIMUM per claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to the limits.

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3.2.11.4 Insurance Endorsements . The insurance po licies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Colton , its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the e xact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self -insurance shall be called upon t o protect it as a named insured. Any insurance or self -insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant ’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section

3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section

3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as addition al insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insuranc e as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant ’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B). (C) Workers’ Compensation and Employer ’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers. Any failure to comply with reporting

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or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.5 Separation of Insureds; No Special Limitations ; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its sub consultants.

3.2.11.6 Deductibles and Self -Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall red uce or eliminate such deductibles or self -insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation co sts, claims, and administrative and defense expenses.

3.2.11.7 Sub consultant Insurance Requirements. Consultant shall not allow any sub consultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Consultant, the City may approve different scopes or minimum limits of insurance for particular sub consultants. The Consultant and the City shall be named as additional insureds on all sub consultants’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.9 Verification of Coverage . Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by t his Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.10 Reporting of Claims . Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regu lations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the

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conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to : (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and sub consultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related t o the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ___ attached hereto and incorporated herein by reference. The total compensation shall not exceed $75,000 without written approval of City of Colton City Manager. Extra Work may be authorized, as des cribed below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses . Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonabl y anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ( “Prevailing Wage Laws ”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. “IF” the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and “IF” the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant s hall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute

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the Services available to interested parties upon request, and shall post copies at the Consultant ’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, a nd specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.4.2 Effect of Termination . If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement.

Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 Ownership of Materials and Confidentiality.

3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on c omputer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on o ther projects without the City's express written permission.

Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a for m and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall h ave no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the oppor tunity to obtain the documents.

3.5.2 Sub consultants. Consultant shall require all sub consultants to agree in writing

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that City is granted a non -exclusive and perpetual license for any Documents & Data the sub consultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Con sultant or its sub consultants, or those provided to Consultant by the City.

3.5.3 Right to Use . City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another p roject, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, wit hout the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

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3.6 General Provisions.

3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant:

City:

CITY OF COLTON
650 NORTH LA CADENA DRIVE
COLTON CA 92324
ATTN: TIM MCHARGUE, FIRE CHIEF
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Indemnification.

3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, off icers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys ’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

3.6.2.2 Additional Indemnity Obligations. Consultant shall defend, with Counsel of City's choosing and at Consultant’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.2.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and sati sfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of a ny settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding . Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees.

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Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein prov ided. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, official’s officers, employees, agents, or volunteers.

3.6.3 Governing Law; Government Code Claim Compliance . This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City.

Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.4 Time of Essence . Time is of the essence for each and every provision of this Agreement.

3.6.5 City’s Right to Employ Other Consultants . City reserves right to employ other consultants in connection with this Project.

3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.7 Assignment or Transfer . Consultant shall not assign, hypothecate or transfer , either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest b y reason of such attempted assignment, hypothecation or transfer.

3.6.8 Construction; References; Captions . Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, ag ents, and sub consultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.6.9 Amendment; Modification. No supplement, modification or amendment of th is Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

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3.6.11 No Third -Party Beneficiaries . Except to the extent expressly provided for in Section 3.6.7, t here are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.13 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or sub consultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.14 Cooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.15 Attorney’s Fees. If either party commences an action against the other party, either legal, administrati ve or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.6.16 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

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IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the ___ day of _____.

CITY OF COLTON

By: _________________________
William R. Smith Date
City Manager
Attest: _________________________
Carolina Padilla Date
City Clerk

(Contractor)

By: _________________________
Signature Date

_________________________
Name (Print)

_________________________
Title (Print)

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Attachment “D”

Consultant Rate Sheet

Plan Type Flat Fee
Alarm System $

Suppression System

1. Sprinkler System- TI $

2. Sprinkler System- New (per building) $

3. Additional Riser/s in same building (per Riser) $

4. Underground $

5. Fire Pump (per pump) $

6. Engineer System (H&D, Clean Agent, etc.) per system $

Special Systems/Processes (HPS, AST, UST, Spray Booth, etc.) ea $

Hazardous Material Disclosure Itemize Report $

Architectural

1. Architectural- TI $

2. Architectural- New $

Developmental Review (FD Access, CUP, Fuel Modification, etc.) $

Administrative

1. Revision $

2. Additional Review (Past 2nd submittal) $

3. Expedited Plan Check (Per submittal) $

4. Time & Material (Hourly Rate) $

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ITEM NO. 13

STAFF REPORT

DATE: JUNE 7, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: BRIAN DICKINSON, PUBLIC WORKS AND UTILITY SERVICES

DIRECTOR
SUBJECT: AWARD OF CONTRACT TO EES CONSULTING FOR THE
ELECTRIC UTILITY RATE STUDY.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

Award a Professional Services Agreement to EES Consulting for $56,000 for the preparation of an Electric Utility Rate Study, and authorize the City Manager to execute contract documents.

BACKGROUND

The City of Colton Electric Utility provides service to approximately 20,000 metered customers located in Colton, California, with a peak load of 90 MW (Mega Watts). CEU owns and operates five substations, one power generating plant, and the entire electrical infrastructure.

The City and Colton Utility Authority’s (CUA) electric rates pay for all operation and maintenance expenses as well as fund, on a pay as you go basis, capital projects and deb t service (annual principal + interest payments on outstanding debt). The City and CUA are committed to replacing aging electric utility infrastructure and securing an adequate and reliable electricity supply to meet current and future demands.

ISSUES/ANALYSIS

On March 21, 2022, the City issued a Requ est for Proposal (RFP) for the p reparation of a Comprehensive Electric Utility Rate Study. The City advertised for two consecutive weeks on March 18, 2022 and March 25, 20 22 and also sent the RFP to five ide ntified Consultants.

Proposals were due at 10:00 AM on April 28, 2022.
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Staff Report to the Mayor and City Council
Contract Award - Electric Utility Rate Study
June 7, 2022

The City received proposals from two (2) firms listed below.

1. Newgen Strategies

2. EES Consulting
The selection team of City employees analyzed the proposals for completeness and qualit y of approach. Our team selected the proposal submitted by EES Consulting based on their qualifications and prior experience with related government engagements and distinguishing features of their proposal that aligned with the City’s requirements and the overall value to the City.

FISCAL IMPACTS

Sufficient appropriations are available for t he contract cost for the preparation of Electric Utility Rate Study not to exceed $56,000 in the FY2021 -22 adopted budget in Electric Utility Fund Administration Professional Services Account Number 520-8000-8001-2350-0923-000.

ALTERNATIVES

1. Provide alternative direction to staff.

ATTACHMENT

1. EES Consulting Proposal

2. RFP Electric Cost of Service Rates Fees Study City of Colton V-2.0 03.2022 13 Packet Pg. 432

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SUBJECT: REQUEST FOR PROPOSALS (RFP) FOR ELECTRIC COST OF

SERVICE STUDY CONSULTANT SERVICES

Dear Responding Consultant:

The City of Colton is requesting proposals from qualified consultants to provide a full range of services for preparation of a Comprehensive Electric System Cost of Service Study.

To be considered responsive to the RFP requirements, Consultants must submit a proposal indicating their knowledge and experience related to the services being sought. If you have any questions, please contact Mr. Brian A. Dickinson, Public Works and Utility Services Director by phone at 909-370-6196 or by email at [email protected].

There will be a Mandatory pre -proposal meeting on Tuesday March 29 , 2022, 10:00 am.

Location is 160 S. 10th Street Colton, CA 92324 City Corporate Yard.

In order for your proposal to be considered, submit four (4) copies marked "Electric Rates and Fees Study" to:

Mr. Brian A. Dickinson
Public Works and Utility Services Director
City of Colton
160 S. 10th Street
Colton, CA 92324

Submission Deadline: April 28, 2022 at 10:00 a.m.

Sincerely,

Brian A. Dickinson
Public Works and Utility Services Director

Request for Proposals (RFP)
Comprehensive Electric System Cost of Service Study Consultant Services

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2 Table of Contents
I. Overview of the Utility ........................................................................................................ 3 II. Overview of the Request For Proposals ............................................................................... 3

1. Major Objectives ......................................................................................................... 3

2. Subcontractors ............................................................................................................ 4 III. Scope of Work ..................................................................................................................... 4

1. Background ................................................................................................................. 4

2. Scope of Work ............................................................................................................. 5 IV. General Qualifications ...................................................................................................... 11 V. Anticipated Proposal Schedule .......................................................................................... 12 VI. Proposers’ Questions, Request for Clarification, and Request for Revisions ..................... 12 VII. Proposal Instructions ........................................................................................................ 12 VIII. Selection Process ............................................................................................................... 15 IX. General Information ......................................................................................................... 16 X. Attachments ...................................................................................................................... 17

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3 II. Overview of the Utility
Established in 1887, Colton's Electric Utility (CEU) is the oldest founded utility in San Bernardino County. The utility was created to provide quality, reliable service to residential and business customers within the city. Over the past 134 years, these values have grown and created CEU’s current goals of providing safe, responsive, and reliable service with equitable rates and superior customer service for all residents and businesses in Colton. The City of Colton Electric Utility provides service to approximately 20,000 metered customers located in Colton, California, with a peak load of 90 MW (Mega Watts). CEU owns and operates six substations, one power generating plant, and the entire electrical infrastructure.

Historically, the CEU had sought to acquire new resources at the lowest possible cost (consistent with safety and reliability requirements) without considering environmental constraints. However new state and federal environmental rules that went into effect in 2011 and then strengthened in 2015 and again in 2018 have reshaped CEU’s power resource mix. From the earlier 1980’s until 2017, CEU was primarily a coal-fired utility. Today, CEU is primarily a solar and natural gas utility. CEU currently has 100 MW of generation resources that is sufficient to meet CEU’s retail load of around 85 MW and CEU’s capacity requirements including reserves as established by the California Independent System Operator’s (CAISO’s) reliability requirements for the three summer months, July, August and September.

III. Overview of the Request For Proposals

1. Major Objectives
The City of Colton (City) through its Public Works and Utility Services Department, and Colton Electric Utility (CEU) (used interchangeably throughout this Proposal), is soliciting proposals (Proposals) from interested professional services consulting firms (Proposers) specializing in Electric Rate Cost of Service Analyses (COSA) to perform an electric COSA and rate design, along with a study of emerging rate trends in the electricity industry. The Proposers are invited to submit Proposals describing their technical qualifications and experience to perform these services.

Proposers will be evaluated based on the process outlined in this Request for Proposals (RFP).

Once selected, the successful Proposer will consult with the City regarding emerging rate trends and best practices, prepare an Electric COSA for CEU that meets all legal requirements including all Proposition 26 requirements, and then assist CEU in developing new rates that successfully meet CEU’s revenue requirements while being fair and reasonable. Additionally, the consultant will be required to assist the City in the public outreach and possibly public hearing through final adoption of a five-year rate plan. The new rates must be adopted by March 21 2023 so that they can be budgeted prior to going into effect on July 1, 2023.

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4 CEU intends to enter into an agreement with a qualified firm to perform the consulting services, COSA and rate design. This agreement will be subject to the terms and conditions that are delineated in the City’s standard Professional Services Agreement (PSA) attached as Attachment A to this RFP.

2. Subcontractors
Proposers may submit Proposals (a) to rely on a combination of employees and subcontractors or (b) to conduct all phases of work in-house. If reliance on any subcontractors is expected or planned, Proposals must include the identification of all such subcontractors, including each subcontractor’s license number, name and business address. All subcontractors must explicitly agree to comply with all terms and conditions of this RFP).

IV. Scope of Work

1. Background
The Electric System provides service to all of the electric customers within the limits of the City. For the Fiscal Year ended June 30, 2021, the customer base of the Electric System comprised approximately 17,000 residential metered customers and 3,000 commercial and industrial metered customers. , The service area is approximately 16 square miles, with a population of approximately 54,198 The Electric System’s 100 446 MW resource mix as of June 30, 2021 included 47.3 MW of local solar and gas turbines and long-term purchase contracts (remote generation) from a variety of sources including renewables, hydroelectric, coal and nuclear generating units. A portion of the Electric System’s energy supply is also purchased on the wholesale hourly, daily and month-ahead spot market.

Principal Existing Facilities
The City owns facilities for the distribution of electric power. CEU owns and operates six substations, one power generating plant, and the entire electrical infrastructure including 13 miles of transmission lines and distribution system having thirty-one feeders with approximately 90 miles of primary overhead line and 95 miles of primary underground conductors.

Automated Metering Infrastructure

Since 2010, the City of Colton has been implementing an automated metering infrastructure change out. Currently, CEU is 45% automated metering infrastructure (AMI), 45% automated metering reading (AMR), and 10% other non-AMI/AMR meters deployed for 20,000 electric customers
Current Electric Rate Structure

CEU’s rates were last adjusted in 2013, by Resolution No. R-39-13, repealing Resolution R-32- 11, amending what was the existing electric rates and charges and creating the current rate structure. R-39-13 resulted in a rate deduction. CEU’s current electric rate structure is available on the City of Colton Electric Utility website at: https://www.ci.colton.ca.us/957/Electric- Utility-Rate.

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5 CEU has separate rate schedules based on customer class, Residential, General Service, and Industrial. The Residential customer rate schedule includes a facilities charge, four tiers of energy charges ($/kWh), and a power cost adjustment (PCA) currently set at $0. The General Service rate schedule includes two different facilities charges specific to single phase and three phase power, three tiers of energy charges ($/kWh) for customers with demand less than 20kW, and two tiers of energy charges ($/kWh) and a demand charge ($/kW) for customers with a demand greater than 20kW, and a PCA currently set at $0. The Industrial customer rate schedule has two separate rates; Time of Use (TOU) and TOU-1 LGS. Both rate schedules are comprised of a facilities charge, On Peak, Mid Peak and Off Peak Energy charges ($/kWh) and On Peak, Mid Peak, and Off Peak Demand Charges ($/kW), Power Factor charge, and a PCA currently set at $0. All kilowatt-hours sold by CEU, regardless of the customer rate schedule, are charged a Public Benefits Charge of $0.0029 per kWh, and the California State Sur Tax.

Customers with distributed generation systems are currently eligible to receive service under the City’s net energy metering program (NEM 1.0). In addition, the City currently has a street lighting rate schedule last amended by resolution R-74-94 and may have been updated since then with no record of a Resolution. CEU also has handful amount of negotiated contract rates for some customers.

The City adopted a .20 kWh rate for all level II utility owned public Electric Vehicle (EV) charging stations. The City approved Resolution No. R-48-19 Authorizing the Rate of $0.49/kWh during ramp periods (6:00am-9:00am and 4:00pm-7:00pm) and $0.29/kWh for all other hours for DC Fast Charging. The DC Fast Charger is currently utilized for City fleet charging but is anticipated to expand to the public in the future.

2. Scope of Work
Consultant shall organize and lead a “kick-off” meeting to include all identified participants in the project. The purpose of the meeting will be to identify the Project Committee, verify needs, schedules, and goals of the work to take place. Consultant shall prepare an overview presentation, on current utility rate trends to be included in the kick-off meeting. Consultant shall define all targets, meetings, reviews, and deliverables on a master schedule. Consultant will report to CEU’s Project Manager. Consultant shall prepare minutes of all meetings between CEU and Consultant, for review and approval by CEU. Consultant shall prepare a Master Project Schedule and Monthly Project Budget, encompassing the entire project for review and approval by CEU. Consultant shall base the initial schedule upon information developed by Consultant and provided by CEU. Consultant shall then be responsible for maintaining and updating the schedule on a monthly basis during the course of the project.

Consultant shall submit each schedule revision to CEU for review and approval.

CEU anticipates that the Project will consist of the following phases and that the results of each phase will be reviewed with CEU personnel prior to initiating work on the next phase. CEU expects each phase to be the basis for the next. CEU welcomes other approaches with the understanding that the overall goals will be met by such proposal. The anticipated Project phases of work are:

I. Electric Utility Rate Trends Study
II. Cost of Service Analysis at Current Rates

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6 III. Rate Design Recommendation

PHASE I. Electric Utility Rate Trends Study

The rate study should include an evaluation and analysis of emerging or expected future rate structures, technologies, and trends that might impact or influence future rate structures, including how electricity is priced for the utility industry as a whole, and how those influences might affect or apply to CEU.

The discussion of these alternative rate structures and emerging technologies should include associated known or potential risks and should take into account California’s legal and regulatory requirements applicable to electric rate-setting. Costs to offer alternative rates and costs to serve customers should be addressed, including how generation, transmission, and distribution drive real-time costs.

A. The required review of rate trends shall cover:

1. An overview of trends impacting how electricity is priced, including:
• General approaches to electricity pricing will address: a) embedded cost pricing, b) marginal cost pricing, c) market-based pricing, and d) other alternative methods if applicable
• Pricing methodologies for time of use rates for all customer classes • Methods of pricing electricity to and from customer-sited distributed energy resources to mitigate the potential for cross-class subsidies
• Pricing methodologies for electric vehicles (EV's) including on-site customer charging and public charging station.
o California based programs, but should also observe national programs where there may be differences and special applicable cases fit for the CEU. o An overview of fixed/subscription type of EV programs vs the traditional variable type of programs and their pros and cons
 Relationship between generation, transmission, and distribution cost impacts • Fixed vs. variable revenues and expenses
• “Brown energy” vs. “Green energy”
• Conservation
• Energy Efficiency
• Energy Storage
• Large/Industrial customer incentive programs
• Utility and customer owned technology
• Low income rate programs
• Demand charges, fixed charges, minimum charges, real-time pricing as well as a combination of these
• Opt-in, opt-out and mandatory rate structures
• Rooftop Solar/NEM rate alternatives with pros and cons; NEM 3.0; Community Solar vs Rooftop
• Rate and revenue stabilization mechanisms

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7 • Lessons learned from non-successful rate programs in CA or other similar states • Regulatory and legislative mandates applicable to CEU

2. An overview of rate structures used by California municipal and investor-owned electric utilities to implement identified pricing approaches. This overview shall include a matrix summary of qualitative results broken out by rate class identifying the pros and cons for how each rate structure would impact CEU in the short, mid, and long term, such as:
• CEU’s current rate structures
• Observance of CPUC/CEC/other agency impact on the success of various programs • Cost adjustments (regulatory, fuel and power and decoupling) • Increased or decreased fixed charges
• Residential and small commercial demand charges
• Best practices in large and small commercial rates that promote business growth • EV rates utilizing TOU and/or a second EV meter
• EV public charging stations
• Standby Charge
• Net Metering Rates, including differentiating existing customer vs. new customers • High Voltage (HV) discounts
• Programs that allow for greater Utility control
• Time of Use pricing (TOU) for commercial and residential customers (to include modifying the On, Mid and Off peak time of day for the rate schedules) • Power Factor Correction Charges
• Unbundling of charges to reflect costs and cost components • Voluntary Green Pricing Programs
• Decoupling
• Feed in Tariff and NEM 2.0/3.0
• Community Solar
• Energy Storage
• Real Time Pricing
• Critical Peak Pricing
• Street lighting system cost allocation and rates including LED’s • Seasonal rates
• Tiered rates
• Interruptible Loads
 All Electric Rates

The list is not exhaustive and will be augmented as needed in the proposal. Colton’s main goal is to create a package of rates available to customers that allow for customers to benefit as well as the utility.

B. The review of rate trends shall address:

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8 1. Multi-year rate changes

2. Customer acceptance of new rate structures

3. The change in customer usage patterns expected from implementation of new rate structures

4. Description of the technologies that enables these pricing models to be implemented

5. Systems (i.e. databases, telecommunications, customer interfaces) needed to implement new pricing models

6. Cost to the customer of implementing required technologies

7. Cost to the utility of implementing the required technologies

8. Barriers to offering new rate structures

9. Qualitative and/or quantitative risks to the utility of rate implementation

10. Qualitative and/or quantitative costs and benefits of the various pricing models from the perspective of the utility

11. An observation of post program impact on utility loads and hourly profiles.

DELIVERABLES: Provide a written report evaluating emerging or expected rate structures, technologies, and trends that might impact or influence future rate structures, including how electricity is priced for the electric industry as a whole, and how those influences might affect or apply to CEU.

The report will include a matrix of the evaluated technologies, trends, and rate structures followed by columns containing the evaluation criteria and a matrix of recommendations of short, mid, and long term actions for each rate alternative. The Consultant shall conduct a meeting with CEU staff to review and discuss the report, to allow an opportunity for feedback and revisions, and to discuss next steps.

The Consultant shall be available to present findings to the City of Colton Utilities Commission if requested.

PHASE II. Cost of Service Analysis at Current Rates

A. Develop a comprehensive, flexible, user-friendly model for use in preparing the COSA. The model must be developed in Microsoft Excel and delivered to CEU in native format with definitions or directions on how to use. The model must address the functionalization, classification and allocation of costs. The model will allow for rate adjustments based upon changes in energy sales forecasts and actual energy sales, customer growth, other operating and non-operating revenues, operating costs, capital improvement program plans and funding, and debt service payments, while maintaining necessary reserve levels and guidelines, day’s cash on hand, debt service coverage ratio, and other financial metrics. Existing rate adjustment clauses must be reviewed and updated, including related municipal ordinances.

B. Analyze existing customer groups and available historical load data for all existing customer groups; propose additions or deletions of customer groups, as appropriate. • Review CEU’s latest 2013 Electric COSA and cost allocation assumptions and methodologies for appropriateness. Provide recommendations and rationales for any changes to assumptions and methodologies.
• Determine the following:
• Load Factors
• Coincident peak demand data
• Non-coincident peak demand data

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9 • Where load data is unavailable or incomplete, develop recommended assumptions for each customer class or sub-class
C. Conduct the COSA on an embedded cost basis and marginal cost analysis and be prepared to recommend and defend the best approach to the allocation of cost to customer classes.

D. The COSA methodology employed should clearly identify the following, if applicable:
• Revenue requirements for Fiscal Year (FY) 2023 – FY2024 using audited actuals for FY2020-21 and adopted budgets or projections provided by CEU staff for FY2021 – FY2023. Calculate revenue requirements using both the utility basis and cash basis and explain the differences and arguments for and against the methods • Rationale for allocating fixed and variable costs
• Classification of costs by production, transmission, and distribution including the identification of fixed vs. variable
• Allocation of costs between the customer classes, customer charges, demand, energy, and special categories
• Customer cost weighting factors including associated rationale • Load factors and coincidence factors (if not available consider availability of generic or regional data)
• Costs associated with distributed generation, including but not limited to net-metered customers
• Revenues received from each class compared to the cost of service • Tiering of rates and seasonal rates, including associated rationale • Time-of-use rates (opt-in, opt-out and mandatory)
• Real-time pricing
• Demand-side management
• Other recommended program(s)

E. Develop a fair and equitable allocation of costs to the various classes of service in compliance with applicable law and regulation, including but not limited to Proposition 26 (as codified in Article XIIIC, section 1(e) of the California Constitution) and California net energy metering and feed in tariff requirements.

DELIVERABLES: Provide the Excel model including spreadsheets with definitions or directions of use used in the analysis and a written report summarizing CEU's revenue requirement by customer class. The Excel model must be comprehensive; start with the total revenue requirement, functionalize, classify, allocate, calculate final rates, and have the ability to perform a revenue check. The consultant will train CEU staff on updating the model with the expectation that CEU staff will continue to update the model annually. The Consultant shall conduct a meeting with CEU staff to review and discuss the draft report, to allow an opportunity for feedback and revisions. The Consultant shall be available to present final report to the Utilities Commission and the City Council. The Consultant shall also provide an hourly variable cost option to be called upon for a period after work is complete

PHASE III. Rate Design Recommendation

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10 Using the results of Phases I and II, develop a recommended rate design and five-year rate plan for CEU. The rate design report should include the rationale and assumptions, with supporting documentation, underpinning any conclusions or recommendations presented in the final report. In general, provide an implementation path from current rates and allocations to the development and implementation of the potential new rate alternatives that are identified. Any recommended changes must be compliant with applicable law, including but not limited to Proposition 26. Consultant will identify any changes to the City’s billing software system required to accommodate any proposed rate and fee changes and ensure that the proposed new rates can be programmed into CEU’s billing system.

Proposed changes should address the following:

A. Consider the level of existing rates, social and economic factors of the community, expenses incurred in providing the service to the different customer classes and the general policies and objectives of CEU.

B. Identify revenues to be generated from fixed and variable charges compared to fixed and variable costs by customer class.

C. Ensure that projected revenues from rates are adequate to cover the projected revenue requirement.

D. Using CEU’s five year pro forma financial model, develop a five year pro forma financial model for FYs 2023/24 through 2027/28, identifying revenue requirements and revenue from rates by customer class. Consider overall reserve requirements, days cash on hand, debt service coverage, and other financial metrics.

E. Address the bill impact of representative customers in each customer class and if applicable, formulate a phased-in plan to minimize rate shocks.

F. For each rate design proposal, the Consultant shall provide a sampling of a minimum of three (3) usage patterns per classification showing the difference in bills under the present and proposed rate designs, by fiscal year for the proposed period(s) of adjustment. The Comparison developed by the consultant must also bill and rate comparisons for customers served by neighboring and similar electric utilities in Southern California, including Riverside, Banning, and Azusa.

G. Determine the fiscal impacts of the following:
• Renewable energy portfolio requirements, current status of compliance and future purchases as may be necessary
• Capital projects funding requirements
• Compliance with reserve balances, days cash on hand, and debt coverage requirements • Greenhouse Gas (GHG) regulations
• Distributed Energy Resources
• Community Solar
• Electric Vehicle program
• Other variables identified in CEU’s 2019 Integrated Resource Plan or by CEU staff during the study

H. Ensure that the new rates can be programmed into CEU’s billing system and provide a work plan for programming and validating them that CEU staff can utilize for planning and implementation.

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11 I. In collaboration with CEU’s communications team, develop talking points and outreach material regarding the rates and the COSA process, including an easy-to-follow visual comparison of the existing rates and how they are changing or relate to the proposed rates.

DELIVERABLES: Provide a written report detailing the Consultant's findings and recommendations.

The Consultant shall conduct a meeting with CEU staff to review and discuss the report, to allow an opportunity for feedback and revisions, and to discuss next steps. A copy of the report in Microsoft Word is also required. The Excel spreadsheet shall also be provided with the ability to make modifications in inputs and assumptions. The consultant will train CEU staff on updating the model with the expectation that CEU staff will continue to update the model annually. After review by staff, the Consultant shall attend meetings, make presentations, and answer questions for the City Council and Utilities Commission regarding the results of the study, as needed. It is expected that a series of public meetings will be scheduled to inform and educate customers and other stakeholders of the benefits of the recommended rate design. The Consultant shall attend, make presentations and answer questions at up to five (5) of these meetings in an effort to obtain input and final approval for recommended rate adjustments.

IV. General Qualifications

1. All Proposals and related submittals will become the property of CEU.

2. A Proposal may be considered non-responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the Proposal.

3. Proposal Validity – Proposals must be valid for a period of at least twelve (12) months from the closing date and time of this solicitation. Proposals may not be withdrawn after the submission date.
4 CEU shall not be liable for any pre-contractual expenses incurred by Proposers in the preparation of their Proposals. Proposers shall not include any such expenses as part of their Proposals.

5. Right to Audit – Following execution of an agreement and for a period of three years following the completion of the services, CEU will have the right to audit the successful Proposer’s invoices and all supporting documentation generated in performance of services under the Contract.

6. CEU reserves the right to:
• Reject any or all Proposals.
• Select the Proposal most advantageous to CEU.
• Verify all information submitted in the Proposals.
• Withdraw this RFP at any time without prior notice and furthermore, makes no representations that any contract will be awarded to any Proposer responding to this RFP. • Negotiate the final Contract with any Proposer(s) as necessary. • Amend this RFP.

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12 V. Anticipated Proposal Schedule
This RFP is subject to the following schedule:

1. Issuance of the RFP: March 21, 2022

2. Last day for questions: April 12, 2022

3. Deadline for submitting Proposals: April 28, 2022

4. City Council anticipated award of PSA: May 24, 2022

5. Execution of PSA/issue Notice to Proceed: June 7, 2022 VI. Proposers’ Questions, Request for Clarification, and Request for Revisions In the event a Proposer has any questions, requests for clarification, or wishes to propose any revisions of this RFP or its attachments, the Proposer shall notify CEU with its concerns no later than 2:00 pm on April 12, 2022 as noted above. CEU’s responses will be delivered in the form of an addendum to this RFP and shall be distributed to all Proposers.

Questions regarding any aspect of this RFP should be directed in writing to CEU’s Project Manager. The Project Manager is:

Brian A. Dickinson
Public Works and Utility Services Director
160 S. 10th Street
Colton, CA 92324
909-370-6196
[email protected]
VII. Proposal Instructions

1. Packaging
Proposals shall be enclosed in a sealed package(s). Proposer’s name and address shall appear in the upper left-hand corner of the package. All Proposals shall be identified with “PROFESSIONAL SERVICES FOR A COST OF SERVICE ANALYSIS FOR ELECTRIC” legibly written on the outside of the package(s). If multiple packages are submitted, each package must be legibly numbered (i.e., 1 of 3, 2 of 3, etc.).

2. Submittal
Proposers shall submit three (3) hard copy originals, clearly marked original on the outside cover containing an original “ink” signatures to the following address:

Attention: Brian A. Dickinson
Public Works and Utility Services Director
160 S. 10th Street
Colton, CA 92324
909-370-6196

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13 Proposals are due no later than 10:00 am Pacific Time, April 28, 2022. Proposals received after the deadline will not be considered.

CEU will not be responsible for submittals that are delinquent, lost, miss-marked, sent to an address other than the address provided above, or sent by mail or courier service and not signed for by CEU.

3. Response Requirements
Proposals must be prepared simply and economically, providing a straightforward, concise description of methodology and approach to satisfy the requirements of this solicitation. Emphasis should be on completeness and clarity of content with sufficient detail to allow for accurate evaluation and comparative analysis.

Proposals shall be clear, concise, accurate, and comprehensive. Excessive or irrelevant materials will not be considered.

The hardcopy Proposals shall be three-hole punched and placed in separate three ring binders.

They shall be organized in separate sections tabbed with corresponding letters and related headings in the order presented below:

1. Executive Summary Letter
This letter shall be a brief formal letter from the Proposer that provides information regarding the Proposer and its ability to perform the required tasks of this RFP. This letter must include the following information: complete legal company name (as it should appear in a contract), address, contact person, telephone number, and e-mail address. This letter shall identify all materials and enclosures being forwarded in response to this RFP.

The letter must be signed by an individual authorized to bind the Proposer or in the case of a corporate Proposer, by two corporate officers authorized to bind the Proposer entity as set forth in the California Corporations Code. A Proposal submission with an unsigned Executive Summary Letter will be considered non-responsive.

2. Validity of Proposal
Responses to this RFP shall be valid for a minimum of twelve (12) months. Submissions not valid for at least twelve (12) months will be considered nonresponsive. The Proposer shall state the length of time for which the submitted Proposal shall remain valid.

3. Contract Terms and Statement of Insurance Compliance The City’s standard form Professional Services Agreement (PSA) is Attachment A to this RFP.

All Proposers must explicitly indicate any exceptions to the PSA terms and conditions, including insurance and indemnification. Proposers are advised that if such exceptions are found by the City to be unacceptable, the proposal may be rejected on that basis alone. Some terms of the standard PSA are non-negotiable due to City Ordinances, State laws and/or City policies.

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14 Proposers shall state in their Proposals their willingness and ability to provide the required insurance coverage and proof of insurance. Insurance requirements are set forth in the Sample Contract. Proof of insurance meeting the insurance requirements set forth in the Contract is required to be submitted prior to the City’s execution of Contract.

4. Minimum Requirement(s)
In addition to demonstrating that it meets the minimum requirements, Proposers shall affirm that it meets the minimum requirements by including the following statement: “I certify that I meet the minimum requirements of this RFP.” Proposals may be deemed non-responsive if the minimum requirement(s) are not met.

5. Qualifications, Capabilities, and Experience
Proposer shall provide a brief discussion of its qualifications and capabilities to perform work similar in nature to the services requested herein. Proposer shall provide a brief discussion of its previous experience with engagements that are the same or similar in nature to the services requested herein.

6. Technical Approach and Methodology
Proposer shall provide a discussion of ways to maximize benefits or services to CEU as well as discuss objectives, recommendations and solutions. Proposer shall provide a proposed project schedule and timeline by task illustrating key deliverables.

7. Key Personnel
Proposer shall provide the names, resumes, and a statement of qualifications of key personnel who are expected to be assigned to this project and shall identify their specific responsibilities and qualifications, proposed service, as well as highlight any other issues Proposers deems appropriate.

8. References
Proposer shall provide a minimum of three (3) references from different clients for engagements performed in the last five (5) years where the services provided were the same or similar in nature to the services requested herein. References from utilities and other local governments within California are especially relevant. Proposer’s Reference Information should include:
• Client’s name, contact person, contact person’s responsibility and relationship to the project, address and telephone number.
• A description of the type and extent of the services provided by the Proposer to the client. • Names of key personnel on Proposer’s team that participated in named Projects and their specific responsibilities
• Completion dates (estimated, if not yet completed)
• Total fees received (or projected)

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15 • Total costs of completed Project

9. Sub Consultants List
Proposer shall submit a complete list of all sub consultants they intend to utilize in the provision of services requested in this solicitation.

10. Price Proposal
Identify whether the proposed compensation, or any part thereof, is (a) fixed price or (b) time and expenses. Proposer shall submit an hourly rate schedule. In addition, the Proposer shall submit an estimated total cost of each of the tasks noted above. Estimates may provide a range of hours from low to high. An expense schedule must be included if expenses are not included in the hourly rates. Please include a not to exceed total fee to complete the scope of services and a proposed schedule for payment.

The rates must include administration, the hourly cost of labor, materials, anticipated travel and lodging, other anticipated non-personnel costs for the project, other post work hourly variable cost options and any applicable taxes.

VIII. Selection Process
A selection panel will review the Proposals and consider the following factors to select the most qualified Proposer:
• Completeness of Proposal
• Quality of Proposal
• Demonstrated understanding of performing a COSA for Electric Services • Proposer’s Qualifications, Capabilities, and Experience • Technical Approach and Methodology
• Professional Qualifications of Key Personnel
• Rate Schedule
• References
• Compliance with City’s Contract terms and insurance requirements Based on review of the Proposals, a short list of Proposers will be selected for an interview and presentation.

By submitting Proposals to this RFP, Proposers understand and agree that CEU may award a Contract to a Proposer whose approach exceeds or varies from the requirements listed.

Negotiations regarding agreement terms, conditions, scope of services, and pricing may or may not be conducted with the selected Proposer. Therefore, Proposals submitted should contain the Proposer’s most favorable terms and conditions, since the selection and award may be made without discussion with any Proposer. If CEU engages the Proposer in negotiations and satisfactory agreement provisions cannot be reached, then negotiations may be terminated. CEU may elect to contact with another Proposer who has submitted a Proposal. This sequence may continue until an agreement is reached.

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16 IX. General Information

1. Each Proposer understands and agrees that the City, its departments, their officers, employees or agents will not be liable for the following:

A. Any costs incurred by Proposers in the preparation, delivery, or presentation of the qualifications and/or proposals.

B. Any costs incurred by Proposers in meeting the criteria, as a result of making or submitting a proposal and/or entering into a formal agreement with the City.

C. Any errors, inaccuracies or miss-statements related to the information or data supplied to any Proposer by the City. The use of any information or data provided by the City, its officers, employees or agents to the Proposers shall be used by the Proposers at the sole discretion and risk of the Proposers.

2. It is the responsibility of the Proposers to carefully examine the requirements expressed in the RFP and fully educate themselves with the quality and character of services required. All responses to the RFP will become the property of the City and will be retained or disposed of accordingly by the City.

3. The City reserves the right to reject any or all Proposals, to modify the RFP and re-solicit Proposals.

4. If the City and the qualified Proposer fail to reach an agreement on Contract terms, the City may commence negotiations with other qualified Proposers.

5. City seeks to conduct its business openly. Upon opening, all Proposals shall become a matter of public record and shall be regarded as public, with the exception of those elements of each Proposal that are identified by the Proposer and plainly marked as “trade secret,” “confidential,” or “proprietary,” including any Statement of Qualifications and financial statements to be submitted by Proposers. Each element of a Proposal which a Proposer desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e. regarding entire pages, documents, or other, non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever. If City receives a request from a third party to make a Proposal available for inspection and copying the City will notify the Proposer of the request. If a Proposer instructs the City that the information is not to be released, City will withhold the information, provided, the Proposer expeditiously seeks a protective order from a court of competent jurisdiction to prevent such release. If disclosure is required under the California Public Records Act or otherwise by law (despite the Proposer’s request for confidentiality), the City shall not in any way be liable or responsible for the disclosure of any such records or part thereof. Proposer shall indemnify, defend (including Proposer’s providing and paying for legal counsel for City), and hold harmless City, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging City’s refusal to publicly disclose one or more records that Proposer identifies as protectable, or asserts is protectable.

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17 X. Attachments

1. Sample PSA

3. CED 2019 Integrated Resource Plan

CITY OF COLTON

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of Colton, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City") and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS; I.E., CORPORATION (INCLUDE STATE OF INCORPORATION), LIMITED LIABILITY COMPANY, SOLE PROPRIETORSHIP, ETC.], with its principal place of business at [INSERT ADDRESS] ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing [***INSERT TYPE***] services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project; Colton Utility Authority.

City desires to engage Consultant to render such professional [***INSERT TYPE***] consulting services for the [***INSERT NAME OF PROJECT, AND CONTRACT NUMBER, IF APPLICABLE***] project ("Project") as set forth in this Agreement. [***INCLUDE THE FOLLOWING 2 SENTENCES ONLY IF AGREEMENT INVOLVES WATER OR WASTEWATER UTILITIES – DELETE OTHERWISE; ALSO DELETE “COLTON UTILITY AUTHORITY FROM TITLE OF RECITAL***]Consultant understands that the City has entered into a Utility System Management Agreement, dated as of September 1, 2000, with the Colton Utility Authority (“CUA”) for the

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18 maintenance, management and operation of its Water Enterprise and Wastewater Enterprise (“CUA Management Agreement”). To the extent that this Agreement is deemed to be a "material contract" under the CUA Management Agreement, City enters into this Agreement on behalf of the CUA and subject to the terms of the CUA Management Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional [***INSERT TYPE***] consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. [***INSERT IF FEDERAL FUNDS WILL BE USED; OTHERWISE ALWAYS DELETE: Additionally, Consultant shall comply with all Federal requirements applicable to the Services as set forth in Exhibit “A-I.”]

3.1.2 Term. The term of this Agreement shall be from [***INSERT DATE***] to [***INSERT DATE***], unless earlier terminated as provided herein. [***INSERT THE FOLLOWING

SENTENCE FOR MULTI-YEAR, AUTOMATIC RENEWAL NOT TO EXCEED THREE CONSECUTIVE YEARS; OTHERWISE, ALWAYS DELETE: The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than [INSERT NUMBER] additional one-year terms.***] Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control.

Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

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19 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: [***INSERT NAME AND TITLE***].

3.2.5 City's Representative. The City hereby designates [***INSERT NAME AND TITLE***], or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates [***INSERT NAME AND TITLE***], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner

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20 acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance [***DELETE “and Liquidated Damages” IF NO LDS INCLUDED] and Liquidated Damages. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. [***INCLUDE THE FOLLOWING SENTENCE ONLY IF YOU'RE INCLUDING LD'S – DELETE OTHERWISE – DON'T SIMPLY INSERT $0***] Pursuant to Government Code Section 53069.85, Consultant shall pay to the City as fixed and liquidated damages the sum of [***INSERT WRITTEN DOLLAR AMOUNT***] Dollars ($[***INSERT NUMERICAL DOLLAR AMOUNT***]) per day for each and every calendar day of delay beyond the Performance Time or beyond any Project Milestones established pursuant to this Agreement.

3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.10.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.

3.2.10.2 Employment Eligibility; Subcontractors, Consultants, Sub- subcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

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21 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

3.2.10.4 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.5 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub- consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.11 Insurance. [***CITY RISK MANAGER TO REVIEW PRIOR TO EACH USE***] Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this Section.

3.2.11.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to

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22 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants. Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: [***INSERT AMOUNT - TYPICALLY $1,000,000 MINIMUM;

HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
[***INSERT AMOUNT - TYPICALLY $1,000,000 MINIMUM; HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of [***INSERT AMOUNT - TYPICALLY $1,000,000 MINIMUM; HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City may withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may suspend or terminate this Agreement.

3.2.11.3 Professional Liability. [***INCLUDE THIS SUB-SECTION ONLY IF APPLICABLE; DELETE OTHERWISE***] Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than [***INSERT AMOUNT - TYPICALLY $1,000,000 MINIMUM;

HOWEVER, AMOUNT OF INSURANCE REQUIRED DEPENDS UPON NATURE OF CONTRACT AND RISK TO CITY. PLEASE CONTACT RISK MANAGEMENT TO CONFIRM AMOUNT***] per

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23 claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition to the limits.

3.2.11.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Colton, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self- insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way.

Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not

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24 affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.

3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims, and administrative and defense expenses.

3.2.11.7 Subconsultant Insurance Requirements. Consultant shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Consultant, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Consultant and the City shall be named as additional insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.

3.2.11.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

3.2.11.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.11.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.12 Water Quality Management and Compliance.

3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

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25 3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations.

Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.12.3 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.12.4 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.2.12.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
(C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Section 3.2.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed [***INSERT AMOUNT WRITTEN OUT***] ($[***INSERT NUMBER***]) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

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26 describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”).

Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any

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27 claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant.

3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: [INSERT BUSINESS NAME]
[INSERT STREET ADDRESS]
[INSERT CITY STATE ZIP]
ATTN: [INSERT NAME AND TITLE]
City: City of Colton
650 North La Cadena Drive

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28 Colton, CA 92324
ATTN: [INSERT NAME AND TITLE]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.3 Ownership of Materials and Confidentiality.

3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk.

If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the

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29 Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.3.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.5 Indemnification.

3.6.5.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other

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30 related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.5.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.11 Assignment or Transfer; Colton Utility Authority. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. [***INCLUDE THE FOLLOWING 2 SENTENCES ONLY IF AGREEMENT INVOLVES WATER OR WASTEWATER UTILITIES – DELETE OTHERWISE; ALSO DELETE “COLTON UTILITY AUTHORITY FROM TITLE OF SECTION***]To the extent that this Agreement is deemed to be a "material contract" under the CUA Management Agreement, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of the CUA Management Agreement. Therefore, if the CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement on behalf of the CUA or another third party contracted by the CUA for the maintenance, management and operation of the Water Enterprise and/or Wastewater Enterprise.

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31 3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement.

The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.18 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.20 Federal Provisions. [***INCLUDE THIS SECTION ONLY IF APPLICABLE; DELETE OTHERWISE. IF APPLICABLE, YOU MAY ALSO NEED TO INCLUDE SOME INFORMATION IN THE RFP. CONSULT THE CITY ATTORNEY IF NECESSARY***] When funding for the Services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “A-1” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”). With

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32 respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.

3.7 Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]

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33 SIGNATURE PAGE TO

PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN
THE CITY OF COLTON AND [***INSERT NAME***]

CITY OF COLTON [*INSERT NAME OF CONSULTANT*]
[*INSERT NAME OF LEGAL ENTITY*]

By: ____________________________ By: _________________________ [***INSERT NAME***] [***INSERT NAME***]
[***INSERT TITLE***] [***INSERT TITLE***]

Attest:

____ By: _________________________
City Clerk [***INSERT NAME***]
[***INSERT TITLE***]

[***INCLUDE FOLLOWING SIGNATURE BLOCK ONLY IF AGREEMENT INVOLVES WATER OR WASTEWATER UTILITIES – DELETE OTHERWISE ***]
Recommended for Approval:

_________________________
Executive Director
Colton Utility Authority

Approved as to Form:

______________________________
Best Best & Krieger LLP
City Attorney

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ITEM NO. 14

STAFF REPORT

DATE: JUNE 7, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: BILL SMITH, CITY MANAGER
PREPARED BY: BRIAN DICKINSON, PUBLIC WORKS AND UTILITY SERVICES

DIRECTOR
SUBJECT: APPROVE CONTRACT AWARD TO METRO BUILDERS &

ENGINEERING GROUP FOR THE HUTTON CENTER PATIO
IMPROVEMENT PROJECT.

RECOMMENDED ACTION

Staff recommends that the City Council take the following action:

Award a contract for the FY20 21-22 Hutton Center Patio Improvement Project CDBG -COLT- 19CV3-1-03A/0227 to Metro Builders & Engineering Group, Ltd. for $98,000.00.

BACKGROUND

The Hutton Center is primarily used to serve our senior community. In an effort to expand the usage of the center , it was determined to upgrade the outside patio. The patio is currently used for small events and gatherings during the day. The proposed improvements include installation of outdoor fans, lighting, electrical outlets, upgrade to the existing electrical control panel , and installing provisions allowing for expansion of future improvements. Completing the suggested improvements will add functionality to the outdoor area of the center. Lighting will enhance nighttime events and provide an extra layer of safety. Adding fan s will assist in reducing the temperature during the summe r months. Adding additional outlets will provide for better use of audio and visual equipment such as playing movies or hosting events. The new electrical panel will serve all proposed items and will have sufficient capacity for future expansion , such as adding an outdoor kitchen area.

ISSUES/ANALYSIS

14 Packet Pg. 492
Staff Report to the Mayor and City Council
Contract Award - Metro Builders
June 7, 2022

In accordance with Colton Municipal Code (CMC) Section 3.08.090, a request for Notice Inviting Formal Bids was published in The Press Enterprise on March 29, 2022 and April 5, 2022. A Pre-Bid Meeting and Job Walk was held on April 26, 2022. On May 3, 2022, bids were received from known Southern California Contractors. Staff reviewed and evaluated all bids.

Staff recommends awarding the contract to the lowest responsive and responsible bidder, Metro Builders and Engineering Group, Ltd. for $98,000.

FISCAL IMPACTS

The Hutton Senior Center Patio project is funded by Community Development Block Grant Cares Act (CDBG -CV3) funding , supplemented with General Funds. Resolution R -22-21 approved $88,940 in CDBG -CV3 funds for the project. The remaining amount for the Metro Builders and Engineering Group, Ltd. contract is appropriated in the General Fund. Sufficient appropriations for the Patio Project are available in adopted FY2021-22 budget in the following accounts:

General Fund Community Services
(CDBG-CV3) Building Account 100-6200-6230-4930-0000-000 $ 88,940.00 General Fund Community Services
Building Maintenance Account 100-6200-6212-2250-0000-000 $ 9,060.00

ENVIRONMENTAL IMPACTS

None

ALTERNATIVES

1. Provide alternative direction to staff.

ATTACHMENT

1. Attachment A - Contract CDBG Hutton Center Patio Improvements 14 Packet Pg. 493

CONTRACT
1 CONTRACT
THIS CONTRACT is made this 07 day of June, 2022, in the County of San Bernardino, State of California, by and between the City of Colton, hereinafter called City, and Metro Builders & Engineering Group, Ltd., hereinafter called Contractor. The City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK . The Contractor shall perform all Work within the time stipulated the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in str ict compliance with the Contract Documents as specified in Article 5 below for the following Project:

CD
BG COLT-19CV3-1-03A/0227– Hutton Senior Center
Patio Improvements located at 660 Colton Avenue, Colton CA, 92324
T
he Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within NINETY (90) calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE. The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Ninety Eight Thousand Dollars and Zero Cents **($98,000.00)**. Payment shall be ma de as set forth in the General Conditions.

ARTICLE 4. LIQUIDATED DAMAGES . In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $150.00 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents.

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CONTRACT
2 ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Contractor's Bid Forms
Contractor’s Certificate Regarding Workers’ Compensation Bid Bond
Designation of Subcontractors
Information Required of Bidders
Non-Collusion Affidavit form
Contract
Performance Bond
Payment (Labor and Materials) Bond
General Conditions
Technical Specifications
Greenbook Standard Specifications (Sections 1-9 Excluded) Addenda
Plans and Contract Drawings
Labor compliance contract (attachment D)
The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state an d local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project.

ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the L abor Code which such rates shall be made available at Public Works Department or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site. If the Work involves federal funds or otherwise requires compliance with the Davis-Bacon Fair Labor Standards Act, the Contractor and all its subcontractors shall comply with the higher of the state or federal prevailing wage rates.

IN WITNESS WHEREOF, this Contract has been duly executed by the above -named parties, on the day and year above written.

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CONTRACT
3 CITY OF COLTON

By:

______________________________
Signature

______________________________
Name

______________________________
Title

Attest:

______________________________
City Clerk

Recommended By:

______________________________
Signature

______________________________
Name

______________________________
Title

CONTRACTOR

By:

______________________________
Signature

____ _________
Name

______________________________
Title

__ ______________________
License Number

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PERFORMANCE BOND
4 PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, ___________________________ (hereinafter referred to as “C ity”) has awarded to ____________________, (hereinafter referred to as the “C ontractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the C ity in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contr actor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including t he one -year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by City in enforcing such obligation.

As a condition precedent to the satisfactory completion of the C ontract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by C ity, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship.

The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains.

Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

PERFORMANCE BOND
5 Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the C ontract Documents, the Surety shall remedy the default pursuant to the Contract Documents , or shall promptly, at the City’s option:
(1) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contr act price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the C ity may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the CITY, when declaring the Contractor in default, notifies Surety of the City’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value re ceived, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.
[Remainder of Page Left Intentionally Blank.]

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

PERFORMANCE BOND
6 IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day o f ______________, 2018.
_________________________________________

CONTRACTOR/PRINCIPAL
_________________________________________
Name
By_______________________________________
SURETY:

By: ______________________________________
Attorney-In-Fact

The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________

(Name and Address of Agent or ___________________________________________ Representative for service of
process in California, if different ___________________________________________ from above)
___________________________________________
(Telephone number of Surety and ___________________________________________ Agent or Representative for service
of process in California

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

PERFORMANCE BOND
7 STATE OF CALIFORNIA )
) ss.

CITY OF ___________ )
On this ________ day of ___________________, in the year 201 8, before me, ___________________________, a Notary Public in and for said state, per sonally appeared _________________________________, known to me to be the person whose name is subscribed to the within instrument as the Attorney -In-Fact of the (Surety) acknowledged to me that he subscribed the name of the ___________________________ (Surety) thereto and his own name as Attorney-In-Fact.

Notary Public in and for said State
(SEAL)
Commission expires: _______________
NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto.

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

PAYMENT (LABOR AND MATERIALS) BOND
8 PAYMENT BOND (LABOR AND MATERIALS)

KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of Colton (hereinafter designated as the “City”), by action taken or a resolution passed ___________ , 20____ has awarded to ________________ hereinafter designated as the “Principal,” a contract for the work described as follows:
____________________________________________________________________________ (the “Project”); and
WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, prov isions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the City in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 3181 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Section 3181 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement per taining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

PAYMENT (LABOR AND MATERIALS) BOND
9 any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any br each of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed unoriginal thereof, have been duly executed by the Principal and Surety above named, on the _____ day of ______________________ 20______ the name and corporate seal of each corporate party being hereto affixed and these presents duly signed b its undersigned representative pursuant to authority of its governing body. (Corporate Seal of Principal,
if corporation) Principal (Property Name of Contractor) By
(Signature of Contractor)
(Seal of Surety)
Surety
By
Attorney in Fact
(Attached Attorney-In-Fact
Certificate and Required
Acknowledgements)
*Note: Appropriate Notarial Acknowledgments of Execution by Contractor and +surety and a power of Attorney MUST BE ATTACHED.

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
10 GENERAL CONDITIONS

ARTICLE 1. DEFINITIONS
a. Acceptable, Acceptance or words of similar import shall be understood to be the acceptance of the Engineer and/or the City.
b. Act of God an Act of God is an earthquake of magnitude 3.5 on the Richter scale and tidal waves.
c. Approval means written authorization by Engineer and/or City. d. Contract Documents includes all documents as stated in the Contract. e. City and Contractor are those stated i n the Contract. The terms City and Owner may be used interchangeably.
f. Day shall mean calendar day unless otherwise specifically designated. g. Engineer shall mean the General Manager, or his or her designee, of the Department of Public Works for the City of Colton, acting either directly or through properly authorized agents, such as agents acting within the scope of the particular duties entrusted to them.

Also sometimes referred to as the “City’s Representative” or “Representative” in the Contract Documents.
h. Equal, Equivalent, Satisfactory, Directed, Designated, Selected, As Required and similar words shall mean the written approval, selection, satisfaction, direction, or similar action of the Engineer and/or City.
i. Indicated, Shown, Detailed, Noted, Scheduled or words of similar meaning shall mean that reference is made to the drawings, unless otherwise noted. It shall be understood that the direction, designation, selection, or similar import of the Engineer and/or City is intended, unless stated otherwise.
j. Install means the complete installation of any item, equipment or material. k. Material shall include machinery, equipment, manufactured articles, or construction such as form work, fasteners, etc., and any other classes of material to be furnished in connection with the Contract. All materials shall be new unless specified otherwise. l. Perform shall mean that the Contractor, at Contractor’s expense, shall take all actions necessary to complete T he Work, including furnishing of necessary labor, tools, and equipment, and providing and installing Materials that are indicated, specified, or required to complete such performance.
m. Project is The Work planned by City as provided in the Contract Documents.

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GENERAL CONDITIONS
11 n. Provide shall include provide complete in place, that is furnish, install, test and make ready for use.
o. Recyclable Waste Materials shall mean materials removed from the Project site which are required to be diverted to a recycling center rather than an area landfill. Recyclable Waste Materials include asphalt, concrete, brick, concrete block, and rock. p. Specifications means that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the work. Except for Sections 1- 9 of the Standard Specifications for Public Works Construction (“Greenbook”), 2006 Edition which are specifically excluded from incorporation into these Contract Documents, the Work shall be done in accordance with the Greenbook, including all current supplem ents, addenda, and revisions thereof. In the case of conflict between the Greenbook and the Contract Documents, the Contract Documents shall prevail.
q. The Work means the entire improvement planned by the City pursuant to the Contract Documents.
r. Work means labor, equipment and materials incorporated in, or to be incorporated in the construction covered by the Contract Documents.

ARTICLE 2. CONTRACT DOCUMENTS
a. Contract Documents. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. b. Interpretations. The Contract Documents are intended to be fully cooperative and to be complementary. If Contractor observes that any documents are in conflict, the Contractor shall promptly notify the Engineer in writing. In case of conflicts between the Contract Documents, the order of precedence shall be as follows:

1. Change Orders or Work Change Directives

2. Addenda

3. Special Provisions (or Special Conditions)

4. Technical Specifications

5. Plans (Contract Drawings)

6. Contract

7. General Conditions

8. Instructions to Bidders

9. Notice Inviting Bids

10. Contractor’s Bid Forms

11. Greenbook Standard Specifications (Sections 1-9 Excluded)

12. Standard Plans

13. Reference Documents

With reference to the Drawings, the order of precedence shall be as follows:

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GENERAL CONDITIONS
12 1. Figures govern over scaled dimensions

2. Detail drawings govern over general drawings

3. Addenda or Change Order drawings govern over Contract Drawings

4. Contract Drawings govern over Standard Drawings

5. Contract Drawings govern over Shop Drawings

c. Conflicts in Contract Documents. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard shall always apply. d. Organization of Contract Documents . Organization of the Contract Documents into divisions, sections, and articles, a nd arrangement of drawings shall not control the Contractor in dividing The Work among subcontractors or in establishing the extent of Work to be performed by any trade.

ARTICLE 3. CONTRACTS DOCUMENTS: COPIES & MAINTENANCE
Contractor will be furnished, free of charge, five (5) copies of the Contract Documents. Additional copies may be obtained at cost of reproduction.

Contractor shall maintain a clean, undamaged set of Contract Documents at the Project site.

ARTICLE 4. DETAIL DRAWINGS AND INSTRUCTIONS
a. Examination of Contract Documents. Before commencing any portion of T he Work, Contractor shall again carefully examine all applicable Contract Documents , the Project site and other information given to Contractor as to materials and methods of construction and other Project requirements. Contractor shall immediately notify the Engineer of any potential error, inconsistency, ambiguity, conflict or lack of detail or explanation. If Contractor performs, permits, or causes the performance o f any W ork which is in error, inconsistent or ambiguous, or not sufficiently detailed or explained, Contractor shall bear any and all resulting costs, including, without limitation, the cost of correction. In no case shall the Contractor or any subcontrac tor proceed with Work if uncertain as to the applicable requirements.
b. Additional Instructions. After notification of any error, inconsistency, ambiguity, conflict or lack of detail or explanation, the Engineer will provide any required additional instructions, by means of drawings or other written direction, necessary for proper execution of Work.
c. Quality of Parts, Construction and Finish. All parts of T he Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish. In no case shall Contractor proceed with The Work without obtaining first from the Engineer such A pproval may be necessary for the proper performance of Work.
d. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including the requirement to comply with all applicable laws, ordinances, rules and regulations , the

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GENERAL CONDITIONS
13 Engineer may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense.

ARTICLE 5. EXISTENCE OF UTILITIES AT THE WORK SITE
a. The City has endeavored to determine the existence of utilities at the Project site from the records of the owners of known utilities in the vicinity of the Project . The positions of these utilities as derived from such records are shown on the Plans. b. No excavations were made to verify the locations shown for underground utilities . The service connections to these utilities are not shown on the plans. It shall be the responsibility of the Contractor to determine the exact location of all service connections.

The Contractor shall make its own investigations, including exploratory excavations, to determine the locations and type of service connections, prior to commencing Work which could result in damage to such utilities. The Contractor shall immediately notify the City in writing of any utility discovered in a different position than shown on the Plans or which is not shown on the Plans.
c. All water meters, water valves, fire hydrants, electrical utility vaults, telephone vaults, gas utility valves, and other subsurface structures shall be relocated or adjusted to final grade by the Contractor. Locations of existing utilities shown on the Plans are approximate and may not be complete. The Contractor shall be responsible for coordinating its W ork with all utility companies during the construction of The Work. d. Notwithstanding the a bove, pursuant to Section 4215 of the Government Code, the City has the responsibility to identify, with reasonable accuracy, main or trunkline facilities on the plans and specifications. In the event that main or trunkline utility facilities are not identified with reasonable accuracy in the plans and specifications made a part of the invitation for bids, City shall assume the responsibility for their timely removal, relocation, or protection.
e. Contractor, except in an emergency, shall contact the appropriate regional notification center, Southern California Underground Service Alert at 1 -800-227-2600 at least two working days prior to commencing any excavation if the excavation will be performed in an area which is known, or reasonably should be known, to contain subsurface installations other than the underground facilities owned or operated by the City, and obtain an inquiry identification number from that notification center. No excavation shall be commenced or carried out by the Contractor unless such an inquiry identification number has been assigned to the Contractor or any subcontractor of the Contractor and the City has been given the identification number by the Contractor.

ARTICLE 6. SCHEDULE
a. Estimated Schedule. Within fourteen (14) days after the issuance of the Notice to Proceed, Contractor shall prepare a Project schedule and shall submit this to the Engineer for Approval. The receipt or Approval of any schedules by the Engineer or the City shall not in any way relieve the Contractor of its obligations under the Contract Documents. The Contractor is fully responsible to determine and provide for any and all staffing and

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GENERAL CONDITIONS
14 resources at levels which allow for good quality and timely completion of the Project.

Contractor’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the schedule shall not excuse the Contractor from performing all Work required for a completed Project within the specified Contract time period. If the required schedule is not received by the time the first payment under the Contract is due, Contractor shall not be paid until the schedule is received, reviewed and accepted by the Engineer.
b. Schedule Contents. The schedule shall allow enough time for inclement weather. The schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non-critical activities. The schedule shall clearly identify all staffing and other resources which in the Contractor’s judgment are needed to complete the Project within the time specified for completion. Schedule duration shall match the Contract time.

Schedules indicating early completion will be rejected. c. Schedule Updates. Contractor shall continuously update its construction schedule.

Contractor shall submit an updated and accurate constr uction schedule to the Engineer whenever requested to do s o by Engineer and with each progress payment request. The Engineer may withhold progress payments or other amounts due under the Contract Documents if Contractor fails to submit an updated and accurate construction schedule.

ARTICLE 7. SUBSTITUTIONS
a. Pursuant to Public Contract Code Section 3400(b) the City may make a finding that is described in the invitation for bids that designates certain products, things, or services by specific brand or trade name.
b. Unless specifically designated in the Contract Documents, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in the Contract Documents. However, the City may have adopted certain uniform standards for certain materials, processes and articles. c. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with the Contractor. The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted.

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GENERAL CONDITIONS
15 d. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from the Contra ctor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution. e. The Contractor shall bear all of the City’s costs associated with the review of substitution requests.
f. The Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article.
g. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

ARTICLE 8. SHOP DRAWINGS
a. Contractor shall check and verify all field measurements and shall submit with such promptness as to provide adequate time for review and cause no delay in his own Work or in that of any other contractor, subcontractor, or worker on the Project, six (6) copies of all shop or setting drawings, calculations, schedules, and materials list, and all other provisions required by the Contract. Contractor shall sign all submittals affirming that submittals have been reviewed and approved by Contractor prior to submission to Engineer. Each signed submittal shall affirm that the submittal meets all the requirements of the Contract Documents except as specifically and clearly noted and listed on the cover sheet of the submittal.
b. Contractor shall make any corrections required by the Engineer, and file with the Engineer six (6) corrected copies each, and furnish such other copies as may be needed for completion of the Work. Engineer’s approval of shop drawings shall not relieve Contractor from responsibility for deviations from the Contract Documents unless Contractor has , in writing, called Engineer’s attention to such deviations at time of submission and has secured the Engineer’s written Approval. Engineer’s Approval of shop drawings shall not relieve Contractor from responsibility for errors in shop drawings.

ARTICLE 9. SUBMITTALS
a. Contractor shall furnish to the Engineer for approval, prior to purchasing or commencing any Work, a log of all samples, material lists and certifications, mix designs, schedules, and other submittals, as required in the specifications. The log shall indicate whether samples will be provided in accordance with other provisions of this Contract.

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GENERAL CONDITIONS
16 b. Contractor will provide samples and submittals, together with catalogs and supporting data required by the Engineer, to the Engineer within a reasonable time period to provide for adequate review and avoid delays in the Work.
c. These requirements shall not authorize any extension of time for performance of this Contract. Engineer will check and approve such samples, but only for conformance with design concept of work and for compliance with information given in the Contract Documents. Work shall be in accordance with approved samples and submittals.

ARTICLE 10. MATERIALS
a. Except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, water, lights, power, transportation, superintendence, te mporary constructions of every nature, and all other services and facilities of every nature whatsoever necessary to execute and complete this Contract within specified time.
b. Unless otherwise specified, all materials shall be new and the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality. c. Materials shall be furnished in ample quantities and at such times as to ensure uninterrupted progress of The Work and shall be stored properly and protected as required by the Contract Documents. Contractor shall be entirely responsible for damage or loss by weather or other causes to materials or Work.
d. No materials, supplies, or equipment for W ork under this Contract shall be purchased subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller or supplier. Contractor warrants good title to all material, supplies, and equipment installed or incorporated in the work and agrees upon completion of all work to deliver the Project, to the City free from any claims, liens, or charges.
e. Materials shall be stored on the Project site in such manner so as not to interfere with any operations of the City or any independent contractor.

ARTICLE 11. CONTRACTOR’S SUPERVISION
Contractor shall continuously keep at the Project site, a competent and experienced full -time Project superintendent approved by the City. Superintendent must be able to proficiently spe ak, read and write in English. Contractor shall continuously provide efficient supervision of t he Project.

ARTICLE 12. WORKERS
a. Contractor shall at all times enforce strict discipline and good order among its employees.

Contractor shall not employ on the Project any unfit person or any one not skilled in the Work assigned to him or her.

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GENERAL CONDITIONS
17 b. Any person in the employ of the Contractor whom the City may deem incompetent or unfit shall be dismissed from The W ork and shall not be employed on this Project except with the written Approval of the City.

ARTICLE 13. SUBCONTRACTORS
a. Contractor agrees to bind every subcontractor to the terms of the Contract Documents as far as such terms are applicable to subcontractor’s portion of The Work. Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Contract Documents sh all create any contractual relationship between any subcontractor and the City.
b. The City reserves the right to A pprove all subcontractors. The City’s Approval of any subcontractor under this Contract shall not in any way relieve Contractor of its obligations in the Contract Documents.
c. Prior to substituting any subcontractor listed in the Bid Forms, Contractor must comply with the requirements of the Subletting and Subcontracting Fair Practices Act pursuant to California Public Contract Code section 4100 et seq.

ARTICLE 14. PERMITS AND LICENSES
Permits and licenses necessary for prosecution of T he Work shall be secured and paid for by Contractor, unless otherwise specified in the Contract Documents. a. Contractor shall obtain and pay for all other permits and licenses required for T he Work, including excavation permit and for plumbing, mechanical and electrical work and for operations in or over public streets or right of way under jurisdiction of public agencies other than the City.
b. The Contractor shall arrange and pay for all off -site inspection of the Work related to permits and licenses, including certification, required by the specifications, drawings, or by governing authorities , except for such of f-site inspections delineated as the City's responsibility pursuant to the Contract Documents.
c. Before Acceptance of the P roject, the Contractor shall submit all licenses, permits, certificates of inspection and required approvals to the City.

ARTICLE 15. UTILITY USAGE
a. All temporary utilities, including but not limited to electricity, water, gas, and telephone, used on the Work shall be furnished and paid for by Contractor. Contractor shall Provide necessary temporary distribution systems, including meters, if necessary, from distribution points to points on The Work where the utility is needed. Upon completion of The Work, Contractor shall remove all temporary distribution systems.

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GENERAL CONDITIONS
18 b. Contractor shall provide necessary and adequate utilities and pay all costs for water, electricity, gas, oil, and sewer charges required for completion of the Project. c. All permanent meters Installed shall be listed in the Contractor ’s name until Project Acceptance.
d. If the Contract is for construction in existing facilities, Contractor may, with prior written Approval of the City, use the City’s existing utilities by compensating the City for utilities used by Contractor.

ARTICLE 16. INSPECTION FEES FOR PERMANENT UTILITIES
All inspection fees and other municipal charges for permanent utilities including, but not limited to, sewer, electrical, phone, gas, water, and irrigation shall be paid for by the City. Contractor shall be responsible for arranging the payment of such fees, but inspection fees and other municipal fees relating to permanent utilities sh all be paid by the City. Contractor may either request reimbursement from the City for such fees, or shall be responsible for arranging and coordination with City for the payment of such fees.

ARTICLE 17. TRENCHES
a. Trenches Five Feet or More in Depth. The Contractor shall submit to the City, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from the hazard of caving ground during the excavation of any trench or trenches five f eet or more in depth. If the plan varies from shoring system standards, the plan shall be prepared by a registered civil or structural engineer. The plan shall not be less effective than the shoring, bracing, sloping, or other provisions of the Constructi on Safety Orders , as defined in the California Code of Regulations.
b. Excavations Deeper than Four Feet. If work under this Contract involves digging trenches or other excavation that extends deeper than four feet below the surface, Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any:
1) Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Cla ss I, Class II, or Class III disposal site in accordance with provisions of existing law.
2) Subsurface or latent physical conditions at the site differing from those indicated. 3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.

The City shall promptly investigate the conditions, and if it finds that the conditions do so materially differ, or do involve hazardous waste, and cause a decrease or increase in

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
19 Contractor’s cost of, or the time required for, performance of any part of The Work, shall issue a change order under the procedures described in the Contract Documents.

In the event that a dispu te arises between the City and the Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of T he Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all Work to be performed under the Contract. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the parties.

ARTICLE 18. DIVERSION OF RECYCLABLE WASTE MATERIALS
In compliance with the applicable City’s waste reduction and recycling efforts, Contractor shall divert all Recyclable Waste Materials to appropriate recycling centers. Contractor will be required to submit weight tickets and written proof of diversion with its monthly progress payment requests.

Contractor shall complete and execute any certification forms required by City or other applicable agencies to doc ument Contractor’s compliance with these diversion requirements. All costs incurred for these waste diversion efforts shall be the responsibility of the Contractor.

ARTICLE 19. REMOVAL OF HAZARDOUS MATERIALS
Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes and hazardous materials which have not been rendered harmless at the Project site, the Contractor shall immediately stop work at the affected Project site and shall report the condition to the City in writing. The City shall contract for any services required to directly remove and/or abate PCBs and other toxic wastes and hazardous materials, if required by the Project site(s), and shall not require the Contractor to subcontract for such services. T he Work in the affected area shall not thereafter be resumed except by written agreement of the City and Contractor.

ARTICLE 20. SANITARY FACILITIES
Contractor shall provide sanitary temporary toilet buildings for the use of all workers. All toilets shall comply with local codes and ordinances. Toilets shall be kept supplied with toilet paper and shall have workable door fasteners. Toilets shall be serviced no less than once weekly and shall be present in a quantity of not less than 1 per 20 workers as required by CAL-OSHA regulation.

The toilets shall be maintained in a sanitary condition at all times. Use of toilet facilities in T he Work under construction shall not be permitted. Any other Sanitary Facilities required by CAL - OSHA shall be the responsibility of the Contractor.

ARTICLE 21. AIR POLLUTION CONTROL
Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes.

All containers of paint, thinner, curing compound, solvent or liquid asphalt shall be labeled to indicate that the contents fully comply with the applicable material requirements.

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
20 ARTICLE 22. COMPLIANCE WITH STATE STORM WATER PERMIT a. Contractor shall be required to comply with all conditions of the State Water Resources Control Board ( “State Water Board ”) National Pollutant Discharge Elimination System General Permit for Waste Discharge Requirements for Discharges of Storm Water Runoff Associated with Construction Activity (“Permit”) for all construction activity which results in the disturbance of in excess of one acre of to tal land area or which is part of a larger common area of development or sale. Contractor shall be responsible for filing the Notice of Intent and for obtaining the Permit. Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (“SWPPP”) prior to initiating Work. In bidding on this Contract, it shall be Contractor’s responsibility to evaluate the cost of procuring the Permit and preparing the SWPPP as well as complying with the SWPPP and any necessar y revision to the SWPPP. Contractor shall comply with all requirements of the State Water Resources Control Board. Contractor shall include all costs of compliance with specified requirements in the Contract amount. b. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, monitoring and reporting requirements as required by the Permit. Contractor shall provide copies of all reports and monitoring information to the Engineer. c. Contractor shall comply with the lawful requirements of any applicable municipality, the City, drainage district, and other local agencies regarding discharges of storm water to separate storm drain system or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs. d. Storm, surface, nuisance, or other waters may be encountered at various times during construction of T he Work. Therefore, the Contractor, by submitting a B id, hereby acknowledges that it has investigated the risk arising from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities arising therefrom. e. Failure to comply with the Permit is in violation of federal and state law. Contractor hereby agrees to indemnify and hold harmless City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which City, its officials, offi cers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the Permit arising out of or in connection with the Project, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials , officers, agents, employees or authorized volunteers. City may seek damages from Contractor for delay in completing the Contract in accordance with the Contract Documents , caused by Contractor’s failure to comply with the Permit.

ARTICLE 23. CLEANING UP
a. Contractor at all times shall keep premises free from debris such as waste, rubbish, and excess materials and equipment . Contractor shall not store debris under, in, or about the premises. Upon completion of Work, Contractor shall clean the interior and exterior of the

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
21 building or improvement including fixtures, equipment, walls, floors, ceilings, roofs, window sills and ledges, horizontal projections, and any areas where debris has collected so surfaces are free from foreign materi al or discoloration. Contractor shall clean and polish all glass, plumbing fixtures, and finish hardware and similar finish surfaces and equipment and contractor shall also remove temporary fencing, barricades, planking and construction toilet and similar temporary facilities from site. Contractor shall also clean all buildings, asphalt and concrete areas to the degree necessary to remove oil, grease, fuel, or other stains caused by Contractor operations or equipment. b. Contractor shall fully clean up the site at the completion of T he Work. If the Contractor fails to immediately clean up at the completion of T he Work, the City may do so and the cost of such clean up shall be charged back to the Contractor.

ARTICLE 24. LAYOUT AND FIELD ENGINEERING
All field engineering required for laying out The Work and establishing grades for earthwork operations shall be furnished by the Contractor at its expense. Layout shall be done by a registered civil engineer Approved by the Engineer. Any required “as-built” drawings of the Work shall be prepared by the registered civil engineer.

ARTICLE 25. EXCESSIVE NOISE
a. The Contractor shall use only such equipment on the work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by CAL-OSHA.
b. The Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in these Contract Documents , including hours of operation requirements. No internal combustion engine shall be operated on the Project without a muffler of the type recommended by the manufacturer. Should any muffler or other control device sustain damage or be determined to be ineffective or defectiv e, the Contractor shall promptly remove the equipment and shall not return said equipment to the job until the device is repaired or replaced. Said noise and vibration level requirements shall apply to all equipment on the job or related to the job, including but not limited to, trucks, transit mixers or transit equipment that may or may not be owned by the Contractor.

ARTICLE 26. TESTS AND INSPECTIONS
a. If the Contract Documents, the Engineer, or any instructions, laws, ordinances, or public authority require any part of The Work to be tested or Approved, Contractor shall provide the Engineer at least two (2) working days notice of its readiness for obser vation or inspection. If inspection is by a public authority other than the City, Contractor shall promptly inform the City of the date fixed for such inspection. Required certificates of inspection (or similar) shall be secured by Contractor. Costs for City testing and City

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
22 inspection shall be paid by the City. Costs of tests for Work found not to be in compliance shall be paid by the Contractor.
b. If any Work is done or covered up without the required testing or approval, the Contractor shall uncover or deconstruct the Work, and the Work shall be redone after completion of the testing at the Contractor’s cost in compliance with the Contract Documents. c. Where inspection and testing are to be conducted by an independent laboratory or agency, materials or samples of materials to be inspected or tested shall be selected by such laboratory or agency, or by the City, and not by Contractor. All tests or inspections of materials shall be made in accordance with the commonly recognized standards of national organizations.
d. In advance of manufacture of materials to be supplied by Contractor which must be tested or inspected, Contractor shall notify the City so that the City may arrange for testing at the source of supply. Any materials which have not satisfactorily passed such testing and inspection shall not be incorporated into The Work.
e. If the manufacture of materials to be inspected or tested will occur in a plant or location outside the geographic limits of City, the Contractor shall pay for any excessive or unusual costs associated with such testing or inspection, including but not limited to excessive travel time, standby time and required lodging.
f. Reexamination of Work may be ordered by the City. If so ordered, Work must be uncovered or deconstructed by Contractor. If Work is found to be in accordance with the Contract Documents, the City shall pay the costs of reexamination and reconstruction. If such work is found not to be in accordance with the Contract Documents, Contractor shall pay all costs.

ARTICLE 27. PROTECTION OF WORK AND PROPERTY
a. The Contractor shall be responsible for all damages to persons or property that occur as a result of The Work. Contractor shall be responsible for t he proper care and protection of all materials delivered and Work performed until completion and final Acceptance by the City. All Work shall be solely at the Contractor’s risk. Contractor shall adequately protect adjacent property from settlement or loss of lateral support as necessary. Contractor shall comply with all applicable safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the Project site where Work is being performed.

Contractor shall erect and properly maintain at all times, as required by field conditions and progress of work, al l necessary safeguards, signs, barriers, lights, and watchmen for protection of workers and the public, and shall post danger signs warning against hazards created in the course of construction.
b. In an emergency affecting safety of life or of work or of adj oining property, Contractor, without special instruction or authorization from the Engineer, is hereby permitted to act to prevent such threatened loss or injury; and Contractor shall so act, without appeal, if so authorized or instructed by the Engineer o r the City. Any compensation claimed by

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
23 Contractor on account of emergency work shall be determined by and agreed upon by the City and the Contractor.
c. Contractor shall provide such heat, covering, and enclosures as are necessary to protect all Work, materials, equipment, appliances, and tools against damage by weather conditions. d. Contractor shall take adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures, and to avoid damage thereto, and Contractor shall repair any damage thereto caused by The Work operations. Contractor shall:
1) Enclose the working area with a substantial barricade, and arrange work to cause minimum amount of inconvenience and danger to the public. 2) Provide substantial barricades around any shrubs or trees indicated to be preserved. 3) Deliver materials to the Project site over a route designated by the Engineer. 4) Provide any and all dust control required and follow the Applicable air quality regulations as appropriate. If the Contractor does not comply, the City shall have the immediate authority to provide dust control and deduct the cost from payments to the Contractor.
5) Confine Contractor’s apparatus, the storage of materials, and the operations of it s workers to limits required by law, ordinances, permits, or directions of the Engineer. Contractor shall not unreasonably encumber the Project site with its materials.
6) Take care to prevent disturbing or covering any survey markers, monuments, or other devices marking property boundaries or corners. If such markers are disturbed by accident, they shall be replaced by an approved civil engineer or land surveyor, at no cost to the City.
7) Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all Work, all facilities that may have been damaged are restored to a condition acceptable to the City. 8) Preserve and protect from injury all buildings, pole lines and all direction, warning and mileage signs that have been placed within the right-of-way. 9) At the completion of work each day, leave the Project site in a clean, safe condition.
10) Comply with any stage construction and traffic handling plans. Access to residences and businesses shall be maintained at all times.

These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the Work involved in the preservation of life, safety and property as above specified shall be considered as included in the prices paid for the various contract items of Work, and no additional allowance will be made therefor.

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
24 e. Should damage to persons or property occur as a result of The Work, Contractor shall be responsible for proper investigation, documentation, including video or photography, to adequately memorialize and make a record of what transpired. The City shall be entitled to inspect and copy any such documentation, video, or photographs.

ARTICLE 28. CONTRACTORS MEANS AND METHODS
Contractor is solely responsible for the means and methods utilized to Perform The Work. In no case shall the Contractor’s means and methods deviate from commonly used industry standards.

ARTICLE 29. INSPECTOR’S FIELD OFFICE
a. The Contractor shall be responsible for providing the i nspector’s field office. The Office shall be a substantial waterproof construction with adequate natural light and ventilation by means of stock design windows. Door shall have a key type lock or padlock clasp. The office shall have heating and air conditioning and shall be equipped with a telephone, a telephone answering machine, and a fax machine at Contractor’s expense. b. A table satisfactory for the study of plans and two chairs shall be P rovided by Contractor.

Contractor shall Provide and pay for adequate electric lights, local telephone service, and adequate heat and air conditioning for the field office until authorized removal.

ARTICLE 30. AUTHORIZED REPRESENTATIVES
The City shall designate representatives, who shall have the right to be present at the Project site at all times. The City may designate an inspector who shall have the right to observe all of the Contractor’s Work. The inspector is not authorized to make changes in the Contract Documents.

The inspector shall not be responsible for the Contractor’s failure to carry out T he Work in accordance with the Contract Documents. Contractor shall provide safe and proper facilities for such access.

ARTICLE 31. HOURS OF WORK
a. Eight (8) hours of work shall constitute a legal day’s work. The Contractor and each subcontractor shall forfeit, as penalty to the City, twenty-five dollars ($25) for each worker employed in the execution of Work by the Contractor or any subcontractor for each day during which such worker is required or permitted to work more than eight (8) hours in any one day and forty (40) hours in any week in violation of the provisions of the Labor Code, and in particular, S ection 1810 to Section 1815, except as provided in Labor Code Section 1815.
b. Work shall be accomplished on a regularly scheduled eight (8) hour per day work shift basis, Monday through Friday, between the hours of 7:00 a.m. and 5:00 p.m. c. It shall be unlawful for any person to operate, permit, use, or cause to operate any of the following at the Project site , other than between the hours of 7:00 a.m. to 5:00 p.m., Monday through Friday, with no Work allowed on City- observed holidays, unless otherwise Approved by the Engineer:

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GENERAL CONDITIONS
25 1) Powered Vehicles
2) Construction Equipment
3) Loading and Unloading Vehicles
4) Domestic Power Tool.

ARTICLE 32. PAYROLL RECORDS
a. Pursuant to Labor Code Section 1776, the Contractor and each subcontractor shall maintain weekly certified payroll records showing the name, address, social security number, work classification, straight time and overtime hours paid each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed in connection with the work. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate. Contractor shall also require subcontractor(s) to certify weekly payroll records under penalty of perjury. b. The payroll records described herein shall be certified and submitted by the Contractor at a time designated by the City. The Contractor shall also provide the following:
1) A certified copy of the employee’s payroll records shall be made available for inspection or furnished to such employee or his or her authorized representative on request.
2) A certified copy of all payroll records described herein shall be made available for inspection or furnished upon request of the Department of Industrial Relations (“DIR”).
c. The certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement (“DLSE”) of the DIR or shall contain the same information as the forms provided by the DLSE.
d. Any copy of records made available for inspection and furnished upon request to the public shall be marked or obliterated in such a manner as to prevent disclosure of an individual’s name, address, and social security number. The name and address of the Contractor or any subcontractor shall not be marked or obliterated.
e. In the event of noncompliance with the requirements of this Section, the Contractor shall have ten (10) days in which to comply subsequent to receipt of written notice specifying any item or actions necessary to ensure compliance with this section. Should noncompliance still be evident after such ten (10) day period, the Contractor shall, as a penalty to the City, forfeit Twenty -five Dollars ($25.00) for each day, or portion thereof, for each worker until strict compliance is effectuated. Upo n the request of the DIR, such penalties shall be withheld from contract payments.

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Attachment: Attachment A - Contract CDBG Hutton Center Patio Improvements (3647 : Contract Award - Metro Builders)

GENERAL CONDITIONS
26 ARTICLE 33. PREVAILING RATES OF WAGES
a. The Contractor is aware that this project is federally funded through the U .S. Department of Housing and Urban Development (HUD) with Community Development Block Grant of CDBG funds along with the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects.

Since this Project involves an applicable “publ ic works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The Contractor shall obtain a copy of the prevailing rates of per diem wages at the commencement of this Agreement from the federal prevailing wage website: https://www.wdol.gov/dba.aspx. In the alternative, the Contractor may view a copy of the prevailing rates of per diem wages at the City. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker n eeded to perform work on the Project available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws.
b. The Contractor and each subcontractor shall forfeit as a penal ty to the City not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate for any work done by him, or by any subcontract under him, in violation of the provisions of the Labor Code. The difference between such stipulated prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by the Contractor.
c. Contractor shall post, at appropriate conspicuous points on the Project site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned.
d. If the Work involves federal funds or otherwise requires compliance with the Davis-Bacon Fair Labor Standards Act, the Contractor and all its subcontractors shall comply with the higher of the state or federal prevailing wage rates.

ARTICLE 34. EMPLOYMENT OF APPRENTICES
The Contractor’s attention is directed to the provisions of Sections 1777.5, 1777.6, and 1777.7 of the Labor Code concerning employment of apprentices by the Contractor or any subcontractor.

The Contractor shall obtain a certificate of apprenticeship before employing any apprentice pursuant to Section 1777.5, 1777.6, and 1777.7 of the Labor Code. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, the Administrator of Apprenticeships, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

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GENERAL CONDITIONS
27 ARTICLE 35. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY Pursuant to Labor Code Section 1735 and other applicable provisions of law, the Contractor and its su bcontractors shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, political affiliation, marital status, or handicap on this Project. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their race, color, religion, sex, national origin, age, political affiliation, marital status, or handicap.

ARTICLE 36. LABOR/EMPLOYMENT SAFETY
The Contractor shall maintain emerg ency first aid treatment for his employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4.

WORKERS’ COMPENSATION INSURANCE
The Contractor shall P rovide, during the life of this Contract, workers’ compensation insurance for all of the employees engaged in Work under this Contract, on or at the Project site, and, in case any of sublet Work, the Contractor shall require the subcontractor similarly to provide workers’ compensation insurance for all the latter’s employees as prescribed by State law. Any class of employee or employees not covered by a subcontractor’s insurance shall be covered by the Contractor’s insurance. In case any class of employees engaged in work under this Contract, on or at the Project site, is not protected under the Workers’ Compensation Statutes, the Contractor shall provide or shall cause a subcontractor to provide, adequate insurance coverage for the protection of such employees not otherwise protected. The Contractor is required to secure payment of compensation to his employees in accordance with the provisions of Section 3700 of the Labor Code. The Contractor shall file with the City certificates of his insurance protecting workers.

Company or companies providing insurance coverage shall be acceptable to the City, if in the form and coverage as set forth in the Contract Documents.

ARTICLE 37. EMPLOYER’S LIABILITY INSURANCE
Contractor shall provide during the life of this Contract, Employer’s Liability Insurance, including Occupational Disease, in the amount of, at least, one million dollars ($1,000,000.00) per person per accident. Contractor shall provide City wit h a certificate of Employer’s Liability Insurance.

Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of the City.

ARTICLE 38. COMMERCIAL GENERAL LIABILITY INSURANCE
a. Contractor shall procure and maintain during the life of this Contract and for such other period as may be required herein, at its sole expense, Commercial General Liability insurance coverage, including but not limited to, premises liability, contractual liability, products/completed operations if applicable, personal and advertising injury – which may arise from or out of Contractor’s operations, use, and management of the Project s ite, or

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GENERAL CONDITIONS
28 the performance of its obligations hereunder. Policy limits shall not be less than $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Such policy shall comply with all the requirements of this Article. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to the City, and shall not preclude the City from taking such other actions available to the City under other provisions of the Contract Documents or law.
c. Contractor shall make certain that any and all subcontractors hired by Contractor are insured in accordance with this Contract. If any subcontractor’s coverage does not comply with the foregoing provisions, Contractor shall indemnify and hold the City harmless from any damage, loss, cost, or expense, including attorneys’ fees, incurred by the City as a result thereof.
d. All general liability policies provided pursuant to the provisions of this Article shall comply with the provisions of the Contract Documents.
e. All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non- owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under -ground excavation, removal of lateral support, and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Contractor of that part of the indemnification contained in these General Conditions, relating to liability for injury to or death of persons and damage to property. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, the City may require additional coverage to be purchased by Contractor to restore the required limits. Contractor may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described in the Contract Documents.

ARTICLE 39. AUTOMOBILE LIABILITY INSURANCE
Contractor shall take out and maintain at all times during the term of this Contract Automobile Liability Insurance in the amount of, at least, one million dollars ($1,000,000). Such insurance shall provide coverage for bodily injury and property damage including coverage for non- owned and hired vehicles, in a form and with insurance companies acceptable to the City. Such insurance shall comply with the provisions of Article 30 below.

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GENERAL CONDITIONS
29 ARTICLE 40. BUILDER’S RISK [“ALL RISK”]
a. It is the Contractor’s responsibility to maintain or cause to be maintained Builder’s Risk [ “All Risk”] extended coverage insurance on all work, material, equipment, appliances, tools, and structures which are a part of the Contract and subject to loss or damage by fire, and vandalism and malicious mischief, in an amount to cover 100% of the replacement cost. The City accepts no responsibility until the Contract is formally accepted by the Governing Board for the work. The Contractor is required to file with the City a certificate evidencing fire insurance coverage.
b. Provide insurance coverage on completed value form, all -risk or special causes of loss coverage.
1) Insurance policies shall be so conditioned as to cover the performance of any extra work performed under the Contract.
2) Coverage shall include all materials stored on site and in transit. 3) Coverage shall include Contractor’s tools and equipment. 4) Insurance shall include boiler, machinery and material hoist coverage. c. Such insurance shall comply with the provisions of the Contract Documents.

ARTICLE 41. FORM AND PROOF OF CARRIAGE OF INSURANCE
a. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the City Risk Manager. Carrier(s) shall have an A.M. Best rating of not less than an A:VIII. Insurance deductibles or self -insured retentions must be declared by the Contractor, and such deductibles and retentions sha ll have the prior written consent from the City. At the election of the City the Contractor shall either 1) reduce or eliminate such deductibles or self-insured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. b. Contractor shall cause its insurance carrier(s) to furnish the City with either 1) a properly executed original Certificates(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, or 2) if requested to do so in writing by the City Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. The Cit y, its Director’s and officers, employees, agents or representatives are named as Additional Insureds and Provide a Waiver of Subrogation in favor of those parties . Further, said Certificates(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that shall provide no less than thirty (30) days written notice be given to the City prior to any material modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, the City may terminate or Stop Work pursuant to the Contract Documents, unless the City receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of

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30 endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverages set forth herein and the insurance required herein is in full force and effect. Contractor shall not take possession, or use the Project site, or commence operations under this Agreement until the City has been furnished original Certificate(s) of Insurance and certified original copies of Endorsements or policies of insurance including all Endorsements and any and all other attachments as required in this Section. The original Endorsements fo r each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. c. It is understood and agreed to by the parties hereto and the insurance company(s), that the Certificate(s) of Insurance and policies shall so covenant and shall be construed as primary, and the City’s insurance and/or deductibles and/or self -insured retentions or self -insured programs shall not be construed as contributory.
d. The City reserves the right to adjust the monetary limits of insurance coverage’s during the term of this Contract including any extension thereof-if in the City’s reasonable judgment, the amount or type of insurance carried by the Contractor becomes inadequate. e. Contractor shall pass down the insurance obligations contained herein to all tiers of sub- contractors working under this Contract.

ARTICLE 42. TIME FOR COMPLETION AND LIQUIDATED DAMAGES
a. Time for Completion/Liquidated Damages. Work shall be commenced within ten (10) days of the date stated in the City’s Notice to Proceed and shall be completed by Contractor in the time specified in the Contract Documents. The City is under no obligation to consider early completion of the Project; and the Contract completion date shall not be amended by the City’s receipt or acceptance of the Contractor’s proposed earlier completion date.

Furthermore, Contractor shall not, under any circumstances, receive additional compensation from the City (including but not limited to indirect, general, administrative or other forms of overhead costs) for the period between the time of earlier completion proposed by the Contractor and the Contract completion date. If T he Work is not completed as stated in the Contract Documents, it is understood that the City will suffer damage. In accordance with Government Code section 53069.85, being impractical and infeasible to determine the amount of actual damage, it is agreed that Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum stipulated in the Contract for each day of delay until The Work is fully completed. Contractor and its surety shall be liable for any liquidated damages. Any money due or to become due the Contractor may be retained to cover liquidated damages.
b. Inclement Weather. Contractor shall abide the Engineer’s determination of what constitutes inclement weather. Time extensions for inclement weather shall only be granted when the Work stopped during inclement weather is on the critical path of the Project schedule.
c. Extension of Time. Contractor shall not be charged liquidated damages because of any delays in completion of T he Work due to unforeseeable causes beyond the control and

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31 without the fault or negligence of Contractor (or its subcontractors or suppliers).

Contractor shall within five (5) Days of identifying any such delay notify the City in writing of causes of delay. The City shall ascertain the facts and extent of delay and grant extension of time for completing The Work when, in its judgment, the facts justify such an extension.

Time extensions to the Project shall be requested by the Contractor as they occur and without delay. No delay claims shall be permitted unless the event or occurrence delays the completion of the Project beyond the Contract completion date. d. No Damages for Reasonable Delay. The City’s liability to Contractor for delays for which the City is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the City be liable f or any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs. Damages caused by unreasonable City delay, including delays caused by items that are the responsibility of the City pursuant to Government Code section 4215, shall be based on actual costs only, no proportions or formulas shall be used to calculate any delay damages.

ARTICLE 43. COST BREAKDOWN AND PERIODIC ESTIMATES
Contractor shall furnish on forms Approved by the City:
a. Within ten (10) D ays of award of the Contract a detailed estimate giving a complete breakdown of the Contract price;
b. A monthly itemized estimate of Work done for the purpose of making progress payments.

In order for the City to consider and eva luate each progress payment application, the Contractor shall submit a detailed measurement of Work performed and a progress estimate of the value thereof before the tenth (10th) Day of the following month. c. Contractor shall submit, with each of its payme nt requests, an adjusted list of actual quantities, verified by the Engineer, for unit price items listed, if any, in the Bid Form. d. Following the City’s Acceptance of the Work, the Contractor shall submit to the City a written statement of the final quantities of unit price items for inclusion in the final payment request.
e. The City shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment.

Contractor shall certify under penalty of pe rjury, that all cost breakdowns and periodic estimates accurately reflect the Work on the Project.

ARTICLE 44. MOBILIZATION
a. When a bid item is included in the Bid Form for mobilization, the costs of Work in advance of construction operations and not directly attributa ble to any specific bid item will be included in the progress estimate (“Initial Mobilization”). When no bid item is provide d

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32 for “Initial Mobilization,” payment for such costs will be deemed to be included in the other items of The Work.
b. Payment for Initial Mobilization based on the lump sum provided in the Bid Form, which shall constitute full compensation for all such Work. No payment for Initial Mobilization will be made until all of the listed items have been completed to the satisfaction of the Engineer. The scope of the W ork included under Initial Mobilization shall include, but shall not be limited to, the following principal items:

1. Obtaining and paying for all bonds, insurance, and permits.

2. Moving on to the Project site of all Contractor’s plant and equipment required for first month’s operations.

3. Installing temporary construction power, wiring, and lighting facilities.

4. Establishing fire protection system.

5. Developing and installing a construction water supply.

6. Providing and maintaining the field office trailers for the Contractor and the Engineer, complete, with all specified furnishings and utility services including telephones, telephone appurtenances, computer and printer, and copying machine.

7. Providing on- site communication facilities for the Owner and the Engineer, including telephones, radio pagers, and fax machines.

8. Providing on-site sanitary facilities and potable water facilities as specified per Cal- OSHA and these Contract Documents.

9. Furnishing, installing, and maintaining all storage buildings or sheds required for temporary storage of products, equipment, or materials that have not yet been installed in the Work. All such storage shall meet manufacturer’s specified storage requirements, and the specific provisions of the specifications, including temperature and humidity control, if recommended by the manufacturer, and for all security.

10. Arranging for and erection of Contractor’s work and storage yard.

11. Posting all OSHA required notices and establishment of safety programs per Cal - OSHA.

12. Full-time presence of Contractor’s superintendent at the job site as required herein.

13. Submittal of Construction Schedule as required by the Contract Documents.

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33 ARTICLE 45. PAYMENTS
a. The City shall m ake monthly progress payments following receipt of undisputed and properly submitted payment request s. Contractor shall be paid a sum equal to ninety percent (90%) of the value of W ork performed up to the last day of the previous month, less the aggregate of previous payments.
b. The Contractor shall, after the full completion of T he Work, submit a final payment application. All prior progress estimates shall be subject to correction in the final estimate and payment.
c. Unless otherwise required by law, t he final payment of ten percent (10%) of the value of the Work, if unencumbered, shall be paid no later than sixty ( 60) Days after the date of recordation of the Notice of Completion.
d. Acceptance by Contractor of the final payment shall constitute a waiver of al l claims against the City arising from this Contract.
e. Payments to the Contractor shall not be construed to be an acceptance of any defective work or improper materials, or to relieve the Contractor of its obligations under the Contract Documents.
f. The Contractor shall submit with each payment request the Contractor’s conditional waiver of lien for the entire amount covered by such payment request , as well as a valid unconditional waiver of lien from the Contractor and all subcontractors and material men for all work and materials included in any prior invoices. Waivers of lien shall be in the forms prescribed by California Civil Code Section 3262. Prior to final payment by the City, the Contractor shall submit a final waiver of lien for the Contractor’s work, together with releases of lien from any subcontractor or materialmen.

ARTICLE 46. PAYMENTS WITHHELD AND BACKCHARGES
In addition to amounts which the City may retain under other provisions of the Contract Documents the City may withhold payments due to Contractor as may be necessary to cover:
a. Stop Notice Claims.
b. Defective work not remedied.
c. Failure of Contractor to make proper payments to its subcontractors or suppliers. d. Completion of the Contract if there exists a reasonable doubt that the work can be completed for balance then unpaid.
e. Damage to another contractor or third party.
f. Amounts which may be due the City for claims against Contractor.

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34 g. Failure of Contractor to keep the record (“as-built”) drawings up to date. h. Failure to provide updates on the construction schedule. i. Site cleanup.
j. Failure of the Contractor to comply with requirements of the Contract Documents. k. Liquated damages.
l. Legally permitted penalties.

Upon completion of the Contract, the City will reduce the final Contract amount to reflect costs charged to the Contractor, backcharges or payments withheld pursuant to the Contract Documents.

ARTICLE 47. CHANGES AND EXTRA WORK
a. Change Order Work.
1) The City, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or other revisions, the Contract amount and Contract time being adjusted accordingly. All such changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents. A Change Order sig ned by the Contractor indicates the Contractor's agreement therewith, including any adjustment in the Contract amount or the Contract time, and the full and final settlement of all costs (direct, indirect and overhead) related to the Work authorized by the Change Order. 2) All claims for additional compensation to the Contractor shall be presented in writing before the expense is incurred and will be adjusted as provided herein. No work shall be allowed to lag pending such adjustment, but shall be promptly executed as directed, even if a dispute arises. No claim will be considered after the work in question has been done unless a written contract change order has been issued or a timely written notice of claim has been made by Contractor. Contractor shall not be entitled to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract, and shall be subject to all terms, conditions and provisions of the original Contract. 3) Owner Initiated Change. The Contractor must submit a complete cost proposal, including any change in the Contract time, within seven (7) Days after receipt of a scope of a proposed change order , unless the City requests that proposals be submitted in less than seven (7) Days.
4) Contractor Initiated Change. The Contractor must give written notice of a proposed change order required for compliance with the Contract Documents within seven (7) Days of discovery of the facts giving rise to the proposed change order.

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35 5) Whenever possible, any changes to the Contract amount shall be in a lump sum mutually agreed to by the Contractor and the City.
6) Price quotations from the Contractor shall be accompanied by sufficiently detailed supporting documentation to permit verification by the City. 7) If the Contractor fails to submit the cost proposal within the seven (7) Day period (or as requested), the City has the right to order the Contractor in writing to commence the work immediately on a force account basis and/or issue a lump sum change to the contract price in accordance with the City’s estimate of cost. If the change is issued based on the City estimate, the Contractor will waive its right to dispute the action unless within fifteen (15) D ays following completion of the added/deleted work, the Contractor presents written proof that the City’s estimate was in error.
8) Estimates for lump sum quotations and accounting for cost -plus-percentage work shall be limited to direct expenditures necessitated specifically by the subject extra work, and shall be segregated as follows:
(a) Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the extra work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from Federal, State or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the extra work cost will not be permitted unless the contractor establishes the necessity for such additional costs. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental. (b) Materials. The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight and delivery. Materials cost shall be based upon supplier or manufacturer’s invoice. If invoices or other satisfactory evidence of cost are not furnished within fifteen (15) Days of delivery, then the Engineer shall determine the materials cost, at its sole discretion. (c) Tool and Equipment Use . No payment will be made for the use of small tools, tools which have a replacement value of $1,000 or less. Regardless of ownership, the rates to be used in determining equipment use costs shall not exceed listed rates prevailing locally at equipment rental agencies, or distributors, at the time the work is performed.
(d) Overhead, Profit and Other Charges. The mark-up for overhead (including supervision) and profit on work added to the Contract shall be according to the following:

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36 i. “Net Cost” is defined as consisting of costs of labor, materials and tools and equipment only excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and subcontractors at cost only, without mark-up. ii. For Work performed by the Contractor’s forces the added cost for overhead and profit shall not exceed fifteen (15%) percent of the Net Cost of the Work.
iii. For Work performed by a subcontractor, the added cost for overhead and profit shall not exceed fifteen (15%) percent of the Net Cost of the Work to which the Contractor may add five (5%) percent of the subcontractor’s Net Cost.
iv. For Work performed by a sub-subcontractor the added cost for overhead and profit shall not exceed fifteen (15 %) percent of the Net Cost for Work to which the subcontractor and general contractor may each add an additional five (5 %) percent of the Net Cost of the lower tier subcontractor.
iv. No additional mark up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by City exceed twenty-five (25%) percent of the Net Cost as defined herein.
9) For added or deducted Work by subcontractors, the Contractor shall furnish to the City the subcontractor’s signed detailed estimate of the cost of labor, material and equipment, including the subcontractor markup for overhead and profit. The same requirement shall apply to sub-subcontractors.
10) For added or deducted work furnished by a vendor or supplier, the Contractor shall furnish to the City a detailed estimate or quotation of the cost to the Contracto r, signed by such vendor or supplier.
11) Any change in The Work involving both additions and deletions shall indicate a net total cost, including subcontracts and materials. Allowance for overhead and profit, as specified herein, shall be applied if the net total cost is an extra; overhead and profit allowances shall not be applied if the net total cost is a credit. The estimated cost of deductions shall be based on labor and material prices on the date the Contract was executed.
12) Contractor shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration and/or actual acceleration beyond what is stated in the change order for work. No claims shall be allowed for impact, extended overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity of changes and/or clarifications. The Contractor may not change or modify the City’s change order form in an attempt to reserve additional rights.

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37 13) If the City disagrees with the proposal submitted by Contractor, it will notify the Contractor and the City will provide its opinion of the appropriate price and/or time extension. If the Contractor agrees with the City, a change order will be issued by the City. If no agreement can be reached, the City shall have the right to issue a unilateral change order setting forth its determination of the reasonable additions or savings in costs and time attributable to the extra or deleted work. Such determination shall become final and binding if the Contractor fails to submit a claim in writing to the City within fifteen (15) Days of the issuance of the unilateral change order, disputing the terms of the unilateral change order. 14) No dispute, disagreement or failure of the parties to reach agreement on the terms of the change order shall relieve the Contractor from the obligation to proceed with performance of the work, including extra work, promptly and expeditiously. 15) Any alterations, extensions of time, extra work or any other changes may be made without securing consent of the Contractor’s surety or sureties.

ARTICLE 48. OCCUPANCY
The City reserves the right to occupy or utilize any portion of The Work at any time before completion, and such occupancy or use shall not constitute Acceptance of any part of Work covered by this Contract. This use shall not relieve the Contractor of its responsibilities under the Contract.

ARTICLE 49. INDEMNIFICATION
Contractor shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, agents, employ ees, and representatives free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, to the extent arising out of or incident to any acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses.

Contractor shall defend, at Co ntractor’s own cost, expense and risk, with c ounsel of City’s choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its officials, officers, agents, employees and representatives. To the extent of its liability, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City, its officials, officers, employees, agents, employees and representatives, in any such suit, action or other legal proceeding. Contractor shall reimburse City, its officials, officers, agents, employees and representatives for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those impo sed by Civil Code Section 2782.

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38 ARTICLE 50. RECORD (“AS BUILT”) DRAWINGS
a. Contractor shall prepare and maintain a complete set of record drawings (herein referred to as “as-builts”) and shall require each trade to prepare its own as- builts. The as -builts must show the entire site for each major trade, including but not limited to water, sewer, electrical, data, telephone, cable, fire alarm, gas and plumbing. Contractor shall mark the as-builts to show the actual instal lation where the installation varies from the Work as originally shown. Contractor shall mark whichever drawings are most capable of showing conditions fully and where shop drawings are used, Contractor must record a cross - reference at the corresponding l ocation on the contract drawings. Contractor shall give particular attention to concealed elements that would be difficult to measure and record at a later date. Contractor shall use colors to distinguish variations in separate categories of The Work.
b. Contractor shall note related change order numbers where applicable. Contractor shall organize as-builts into manageable sets, bound with durable paper cover sheets and shall print suitable title, dates and other identification on the cover of each set. Contractor to also provide an electronic version of the as -builts. The suitability of the as -builts will be determined by the Engineer.

ARTICLE 51. RESOLUTION OF CONSTRUCTION CLAIMS
a. In accordance with Public Contract Code Sections 20104 et seq. and other applicable law, public works claims of $375,000 or less which arise between the Contractor and the City shall be resolved under the following the statutory procedure unless the City has elected to resolve the dispute pursuant to Public Contract Code Section 10240 et seq. b. All Claims: All claims shall be submitted in writing and accompanied by substantiating documentation. Claims must be filed on or before the date of final payment unless other notice requirements are provided in the contract. "Claim" means a separate demand by the claimant for (1) a time extension, (2) payment of money or damages arising from work done by or on behalf of the claimant and payment of which is not otherwise expressly provided for or the claimant is not otherwise entitled, or (3) an amount the payment of which is disputed by the City.
c. Claims Under $50,000. The City shall respond in writing to the claim within 45 days of receipt of the claim, or, the City may request, in writing, within 30 days of receipt of the claim, any additional documentation supporting the claim or relating to defenses or claims the City may have. If additional information is needed thereafter, it shall be provided upon mutual agreement of the City and the claimant. The City's written response shall be submitted 15 days after receiving the additional documentation, or within the same period of time taken by the claimant to produce the additional information, whichever is greater. d. Claims over $50,000 but less than or equal to $375,000. The City shall respond in writing within 60 days of receipt, or, may request in writing within 30 days of receipt of the claim, any additional documents supporting the claim or relating to defenses or claims the City may have against the claimant. If additional information is needed thereafter, it

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39 shall be provided pursuant to mutual agreement between the City and the claimant. The City's response shall be submitted within 30 days after receipt of the further documents, or within the same period of time taken by the claimant to produce the additional information or documents, whichever is greater. The Contractor shall make these records and documents available at all reasonable times, without any direct charge. e. The Contractor will submit the claim justification in the following format:
1) Summary of claim merit and price, and Contract clause pursuant to which the claim is made.
2) List of documents relating to claim
(a) Specifications
(b) Drawings
(c) Clarifications (Requests for Information)
(d) Schedules
(e) Other
3) Chronology of events and correspondence
4) Analysis of claim merit
5) Analysis of claim cost
6) Analysis of time impact analysis in CPM format
7) Cover letter and certification of validity of the claim f. If the claimant disputes the City's response, or if the City fails to respond within the statutory time period(s), the claimant may so notify the City within 15 days of the receipt of the response or the failure to respond, and demand an informal conference to meet and confer for settlement. Upon such demand, the City sha ll schedule a meet and confer conference within 30 Days.
g. If following the meet and confer conference, the claim or any portion thereof remains in dispute, the claimant may file a claim pursuant to Government Code 900 et seq. and Government Code 910 et seq. For purposes of those provisions, the time within which a claim must be filed shall be tolled from the time the claimant submits the written claim until the time the claim is denied, including any time utilized for the meet and confer conference.
h. Submission of a claim, properly certified, with all required supporting documentation, and written rejection or denial of all or part of the claim by City, is a condition precedent to any

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40 action, proceeding, litigation, suit, general conditions claim, or demand f or arbitration by Contractor.

ARTICLE 52. CITY’S RIGHT TO TERMINATE CONTRACT
a. Termination for Cause: The City may, without prejudice to any other right or remedy, serve written notice upon Contractor of its intention to terminate this Contract if the Contractor: (i) refuses or fails to prosecute T he Work or any part thereof with such diligence as will ensure its completion within the time required; (ii) fails to complete T he Work within the required time; (iii) should file a bankruptcy petition or be adjudged a bankrupt; (iv) should make a general assignment for the benefit of its creditors; (v) should have a receiver appointed; (vi) should persistently or repeatedly refuse or fail to supply enough properly skilled workers or proper materials to complete the work; (vii) should fail to make prompt payment to subcontractors or for material or labor; (viii) persistently disregard laws, ordinances, other requirements or instructions of the City; or (ix) should violate any of the provisions of the Contract Documents.

The notice of intent to terminate shall contain the reasons for such intention to terminate.

Unless within ten (10) Days after the service of such notice, such condition shall cease or satisfactory arrangements (acceptable to the City) for the required correction are made, this Contract shall be terminated. In such case, Contractor shall not be entitled to receive any further payment until the Project has been finished. The City may take over and complete The Work by any method it may deem appropriate. Contractor and its surety shall be liable to the City for any excess costs or other damages incurred by the C ity to complete the Project. If the City takes over The Work, the City may, without liability for so doing, take possession of and utilize in completing The Work such materials, appliances, plant, and other property belonging to the Contractor as may be on the Project site. b. Termination For Convenience: The City may terminate performance of T he Work in whole or, in part, if the City determines that a termination is in the City's interest.

The Contractor shall terminate all or any part of The Work upon delivery to the Contractor of a Notice of Termination specifying that the termination is for the convenience of the City, the extent of termination, and the effective date of such termination.

After receipt of Notice of Termination, and except as directed by the City, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause, immediately proceed with the following obligations:
1) Stop Work as specified in the Notice.
2) Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents.
3) Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Documents is

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41 situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety.
4) Terminate all subcontracts to the extent that they relate to the portions of The Work terminated.
5) Place no further subcontracts or orders, except as necessary to complete the remaining portion of The Work.
6) Submit to the City , within ten (10) Days from the e ffective date of the Notice of Termination, all of the documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials and equipment through the Effective Date of the Notice of Termination. Any documentat ion substantiating costs incurred by the Contractor solely as a result of the City 's exercise of its right to terminate this Contract pursuant to this clause, which costs the Contractor is authorized under the Contract Documents to incur, shall: (i) be submitted to and received by the City no later than thirty (30) Da ys after the Effective Date of the Notice of Termination; (ii) describe the costs incurred with particularity; and (iii) be conspicuously identified as "Termination Costs Occasioned by the City's Termination for Convenience."
7) These provisions are in addition to and not in limitation of any other rights or remedies available to the City.
c. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, the City may immediately order Contractor to cease W ork on the Project until such safety or liability issues are addressed to the satisfaction of the City or the Contract is terminated.

ARTICLE 53. WARRANTY AND GUARANTEE
a. Contractor warrants that all materials and equipment furnished under this Contract shall be new unless otherwise specified in the Contract Documents; and that all Work conforms to the Contract Document requirements and is free of any defect whether performed by the Contractor or any subcontractor or supplier.
b. Unless otherwise stated, all warranty periods shall begin upon the filing of the N otice of Completion. Unless otherwise stated, the warranty period shall be for one year. c. The Contractor shall remedy at its expense any damage to C ity-owned or controlled real or personal property.
d. Contractor shall furnish the City with all warranty and guarantee documents prior to final Acceptance of the Project by the City.
e. The City shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage. The Contractor shall within ten (10) D ays after being

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42 notified commence and perform with due diligence all necessary Work. If the Contractor fails to promptly remedy any defect, or damage; the county shall have the right to replace, repair, or otherwise remedy the defect, or damage at the Contractor’s expense. f. In the event of any emergency constituting an immediate hazard to health, safety, property, or licensees, when caused by Work of the Contractor not in accordance with the Contract requirements, the Ci ty may undertake at Contractor ’s expense, and without prior notice, all Work necessary to correct such condition.
g. With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for Work performed and Materials furnished under this Contract, the Contractor shall:
1) Obtain for City all warranties that would be given in normal commercial practice; 2) Require all warranties to be executed, in writing, for the benefit of the City; and 3) Enforce all warranties for the benefit of the City, unless otherwise directed in writing by the City.

This Article shall not limit the C ity’s rights under this Contract or with respect to latent defects, gross mistakes, or fraud. The C ity specifically reserves all rights related to defective work, including but not limited to the defect claims pursuant to California Code of Civil Procedure Section 337.15.

ARTICLE 54. DOCUMENT RETENTION & EXAMINATION
a. In accordance with Government Code Section 8546.7, records of both the City and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment.
b. Contractor shall make available to the City any of the Contractor’s other documents related to the Project immediately upon request of the City.
c. In addition to the State Auditor rights above, t he City shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including computations and projections) related to negotiating, pricing, or performing the modification in order to evaluate the accuracy and completeness of the cost or pricing data at no additional cost to the C ity, for a period of four (4) years after final payment.

ARTICLE 55. SOILS INVESTIGATIONS
When a soils investigation report for the Project site is available, such report shall not be a part of the Contract Documents. Any information obtained from such report as to subsurface soil condition, or to elevations of existing grades or elevations of underlying rock, is approximate only and is not guaranteed. Contractor acknowledges that any soils investigation report (including any borings) was prepared for purposes of design only and Contractor is required to examine the site

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43 before submitting its bid and must make whatever tests it deems appropriate to determine the underground condition of the soil.

ARTICLE 56. SEPARATE CONTRACTS
a. The City reserves the right to let other contracts in connection with this Work or on the Project site. Contractor shall permit other contractors reasonable access and storage of their materials and execution of their work and shall properly connect and c oordinate its Work with theirs.
b. To ensure proper execution of its subsequent W ork, Contractor shall immediately inspect work already in place and shall at once report to the Engineer any problems with the work in place or discrepancies with the Contract Documents.
c. Contractor shall ascertain to its own satisfaction the scope of the Project and nature of any other contracts that have been or may be awarded by the City in prosecution of the Project to the end that Contractor may perform this Contract in the light of such other contracts, if any. Nothing herein contained shall be interpreted as granting to Contractor exclusive occupancy at site of the Project. Contractor shall not cause any unnecessary hindrance or delay to any other contractor working on the Project. If simultaneous execution of any contract for the Project is likely to cause interference with performance of some other contract or contracts, the Engineer shall decide which Contractor shall cease W ork temporarily and which contractor shall con tinue or whether work can be coordinated so that contractors may proceed simultaneously. The City shall not be responsible for any damages suffered or for extra costs incurred by Contractor resulting directly or indirectly from award, performance, or attempted performance of any other contract or contracts on the Project site.

ARTICLE 57. NOTICE AND SERVICE THEREOF
All notices shall be in writing and either served by personal delivery or mailed to the other party as designated in the Bid Forms. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to C ity shall be addressed to the C ity as designated in the Notice Inviting Bids unless City designates another address in writing for service of notice. Notice shall be effective upon receipt or five (5) Days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

ARTICLE 58. NOTICE OF THIRD PARTY CLAIMS
Pursuant to Public Contract Code Section 9201, the City shall provide Contractor with timely notification of the receipt of any third-party claim relating to the Contract.

ARTICLE 59. STATE LICENSE BOARD NOTICE.

Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A

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GENERAL CONDITIONS
44 complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registr ar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.

ARTICLE 60. INTEGRATION
a. Oral Modifications Ineffective. No oral order, objection, direction, claim or notice by any party or person shall affect or modify any of the terms or obligati ons contained in the Contract Documents.
b. Contract Documents Represent Entire Contract. The Contract Documents represent the entire agreement of the City and Contractor.

ARTICLE 61. ASSIGNMENT
Contractor shall not assign, transfer, convey, sublet, or otherwise dispos e of this Contract or any part thereof including any claims, without prior written consent of the City. Any assignment without the written consent of the City shall be void. Any assignment of money due or to become due under this Contract shall be subjec t to a prior lien for services rendered or M aterial supplied for performance of Work called for under the Contract Documents in favor of all persons, firms, or corporations rendering such services or supplying such M aterials to the extent that claims are filed pursuant to the Civil Code, the Code of Civil Procedure or the Government Code.

ARTICLE 62. CHANGE IN NAME AND NATURE OF CONTRACTOR’S LEGAL ENTITY
Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first n otify the City in order that proper steps may be taken to have the change reflected on the Contract.

ARTICLE 63. ASSIGNMENT OF ANTITRUST ACTIONS
Pursuant to Section 7103.5 of the Public Contract Code, in entering into a public works contract or subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or subcontractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. S ection 15) or under the Cartwright Act (chapter 2 (commencing with Section 16700) of part 2 of division 7 of the Business and Professions Code), arising from the purchase of goods, services, or materials pursuant to this Contract or any subcontract. This assignment shall be made and become effective at the time the City makes final payment to the Contractor, without further acknowledgment by the parties.

ARTICLE 64. PROHIBITED INTERESTS
No City official or representative who is authorized in such capacity and on behalf of the City to negotiate, supervise, make, accept, or approve, or to take part in negotiating, supervising, making, accepting or approving any engineering, inspection, cons truction or material supply contract or

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GENERAL CONDITIONS
45 any subcontract in connection with construction of the project, shall be or become directly or indirectly interested financially in the Contract.

ARTICLE 65. LAWS AND REGULATIONS
a. Contractor shall give all notices and comply with all federal, state and local laws, ordinances, rules and regulations bearing on conduct of work as indicated and specified by their terms . R eferences to specific laws, rules or regulations in this Contract are for reference purposes only, and shall not limit or affect the applicability of provisions not specifically mentioned. If Contractor observes that drawings and specifications are at variance therewith, he shall promptly notify the Engineer in writing and any necessary changes shall be adjusted as provided for in this Contract for changes in work. If Contractor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Engineer, he shall bear all costs arising therefrom.
b. Contractor shall be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. § 12101 et seq.). The Work will be performed in compliance with ADA laws, rules and regulations. Contractor sha ll comply with the Historic Building Code, including, but not limited to, as it relates to the ADA, whenever applicable. c. Contractor acknowledges and understands that, pursuant to Public Contract Code Section 20676, sellers of "mined material" must be on an approved list of sellers published pursuant to Public Resources Code Section 2717(b) in order to supply mined material for this Contract.

ARTICLE 66. PATENT FEES OR ROYALTIES.

The Contractor shall include in its bid amount the patent fees or royalties on any patent ed article or process furnished or used in the Work. Contractor shall assume all liability and responsibility arising from the use of any patented, or allegedly patented, materials, equipment, devices or processes used in or incorporated with The Work, and shall defend, indemnify and hold harmless the City, its officials, officers, agents, employees and representatives from and against any and all liabilities, demands, claims, damages, losses, costs and expenses, of whatsoever kind or nature, arising from such use.

ARTICLE 67. OWNERSHIP OF DRAWING
All Contract Documents furnished by the City are City property. They are not to be used by Contractor or any subcontractor on other work nor shall Contractor claim any right to such documents. With exception of one complete set of Contract Documents, all documents shall be returned to the City on request at completion of The Work.

ARTICLE 68. NOTICE OF TAXABLE POSSESSORY INTEREST
In accordance with Revenue and Taxation Code Section 107.6, the Contract Documents may create a possessory interest subject to personal property taxation for which Contractor will be responsible.

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TP-1

TABLE OF CONTENTS

Page No.

SECTION 1 TECHNICAL PROVISION

1.01 Mobilization TP-2

1.02 Custom Netting TP-2

1.03 Electrical Components TP-2

1.04 LED Wall pack Fixtures TP-2

1.05 Outdoor Commercial Ceiling Fans TP-3

1.06 Addenda TP-3

1.07 Time of Completion TP-3

1.08 Inspection TP-3

1.09 Liquidated Damages TP-4

1.10 Material TP-4

1.11 Guarantee TP-4

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SECTION 1: TECHNICAL PROVISIONS

1.01 Mobilizatgion Bid Item-1

Mobilization shall conform to the provisions in Section 9-3.4, “Mobilization”, of the Standard Specifications of Public Works Construction, 2006 edition.

PAYMENT
Payment for these items will be measured by unit specified on the bid schedule and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing all the work necessary as specified in the Contract Documents and Specifications, Standard Drawings, supplemental details, these Special provisions, and as directed by the Engineer or his appointed designee. Bid Item shall be billed in amounts relative (percentage-wise) to the rate of completion of the work of the Project.

1.02 Custom Netting Bid Item-2

Custom netting will be made on-site wrap around the entire ceiling structure i -beams to avoid birds nesting.

The color shall be Black and Material Tracote Mesh. The area to be covered is approximately 672” X 271” 1300 square feet. Contractor is required to submit sample prior to approval

PAYMENT
Payment for these items will be measured by unit specified on the bid schedule and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing all the work necessary as specified in the Contract Documents and Specifications, Standard Drawings, supplemental details, these Special provisions, and as directed by the Engineer or his appointed designee. Bid Item shall be billed in amounts relative (percentage-wise) to the rate of completion of the work of the Project.

1.03 Electrical Components Bid Items 3-5

Contractor is required to furnish and install one (1) 100-Amp breaker for sub panel at main switch gear, three (3) electrical sub panels, breakers and all needed conduit and wiring on outside of building, six (6) dedicated 20-amp outlets, conduit and wiring from sub-panel,

PAYMENT
Payment for these items will be measured by unit specified on the bid schedule and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing all the work necessary as specified in the Contract Documents and Specifications, St andard Drawings, supplemental details, these Special provisions, and as directed by the Engineer or his appointed designee. Bid Item shall be billed in amounts relative (percentage-wise) to the rate of completion of the work of the Project.

1.04 LED Wall Pack Fixtures Bid Item-6

Furnish and install three (3) commercial grade out door LED wall mounted fixtures. Fixtures to be wall Mounted, G2, 120 WATT, 15400 Lumens, 120-277V, 5000K. Contractor is to submit for review and approval prior to purchasing.

PAYMENT
Payment for these items will be measured by unit specified on the bid schedule and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing all the work necessary as specified in the Con tract Documents and Specifications, Standard Drawings, supplemental

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details, these Special provisions, and as directed by the Engineer or his appointed designee. Bid Item shall be billed in amounts relative (percentage-wise) to the rate of completion of the work of the Project.

1.05 Outdoor Commercial Ceiling Fan 52” diameter

Furnish & Install three (3) new commercial outdoor ceiling fans 52” diameter with light. Contractor is to submit for review and approval prior to purchase.

PAYMENT
Payment for these items will be measured by unit specified on the bid schedule and shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals, and for doing all the work necessary as specified in the Contract Documents and Specifi cations, Standard Drawings, supplemental details, these Special provisions, and as directed by the Engineer or his appointed designee. Bid Item shall be billed in amounts relative (percentage-wise) to the rate of completion of the work of the Project.

1.06 ADDENDA

The Engineer may, without Council Approval, issue addenda to the contract documents during the period of advertising for bids, for the purpose of: (a) revising Prevailing Wage Scales, or (b) clarifying or correcting Technical Provisions, plans or bid proposal; provided that any such addenda do not change the original scope and intent of the project.

Purchasers of contract documents will be notified and furnished copies of such addenda, either by certified mail or personal delivery, during the period of advertising.

1.07 TIME OF COMPLETION

The Contractor shall, under the terms of the Contract, diligently prosecute the work to completion before the expiration of Ninety (90) calendar days from the Start Date established in the “Notice to Proceed”. The Contractor shall be required to provide written verification from vendor(s) stating the tentative dates of delivery of all pertinent items necessary to complete work in accordance with this Contract. No work shall begin prior to the latest tentative date of delivery, as established by the written statements of the vendors.

Working hours shall be from 7:00 A.M to 3:30 P.M., Monday through Friday, excluding legal holidays (see exception under Section 1.05 for school areas). Prior to the issuance of a “Notice to Proceed”, the Contractor shall submit a CPM Schedule for review and approval.

1.08 INSPECTION

The City Engineer, or his authorized agent, shall at all times have access to work during construction, and shall be furnished with every reasonable facility for ascertaining full knowledge regarding the progress, workmanship and character of materials used and employed in the work.

The inspection of the work shall not relieve the Contractor of any of his obligations to fulfill the contract as prescribed. Defective work shall be corrected and unsuitable materials may be rejected, notwithstanding the fact that such defective work and unsuitable materials may have been previously overlooked by the City Engineer or his authorized agent and accepted or estimated for payment.

Section 4-1.3.2 Inspection of Materials Not Locally Produced First sentence of the Subsection 4-1.3.2 shall be read as follows:

When the Contractor intends to purchase materials, fabricated products, or equipment from sourc es located more than 50 miles outside the geographical limits of the Agency, an inspector or accredited testing

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laboratory, approved by the engineer, shall be engaged by the Contractor to inspect the materials, equipment or process. Whenever required, the Contractor shall furnish to the City for test, and free of charge, samples of any one of the materials proposed to be used in the work. Said samples shall be delivered by the Contractor at the place within the City designated by the City. Rejected material must be immediately removed from the work by the Contractor and shall not again be brought back to the site of the improvement.

The Contractor shall notify the Engineer or his agent two (2) working days in advance when he/she will require inspection for either material or work to be done.

The cost for any additional inspection as a result of the contractor's failure to meet the required time for completion of these specifications shall be charged to the contractor and withheld from final payment.

1.09 LIQUIDATED DAMAGES

Section 6-9 of the Standard Specifications shall change as follows: For each consecutive calendar day in excess of the time specified for completion of the work, the Contractor shall pay to the Agency, or have withheld from monies due it, the sum of $500. Execution of the contract shall constitute agreement by the City of Colton and Contractor that $500 per day is a minimum value of the costs and actual damages caused by failure of the Contractor to complete the work within the allotted time, that such sum is liquidated damages and shall not be construed as a penalty, and that such sum may be deducted from payments due to the Contractor if such delay occurs.

1.10 MATERIALS

Materials to be furnished shall first be submitted to the City Engineer or his designee for approval.

1.11 GUARANTEE

In addition to guarantees required elsewhere, the contractor shall and hereby does guarantee all Work for a period of one (1) year after the date of acceptance of the Work by the City and shall repair and replace any and all such Work, together with any other work which may be displaced in so doing that may prove defective in workmanship and/or materials within the one (1) year period from the date of acceptance, without expense whatsoever to the City, ordinary wear and tear and usual abuse or neglect excepted. In the event of failure to comply with the above mentioned conditions within five (5) days after being notified in writing, the City is hereby authorized to proceed to have the defects rep aired and made good at the expense of the Contractor, who shall pay the cost and charges therefore immediately upon demand.

PAYMENT
Payment for traffic control shall be considered full compensation for furnishing all labor, materials, tools and equipment necessary to perform all the work as specified herein and on the plans.

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ONSTRUCTION CONTRACT

LABOR COMPLIANCE PROVISIONS
(Attachment D)

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NOTICE TO BIDDERS
CO
UNTYWIDE VISION:

The project(s) implemented with these funds assist in meeting an element of the Countywide Vision for sustainable infrastructures and housing as adopted by the County Board of Supervisors and SANBAG on June 30, 2011.

FUNDING OF PROJECTS AND FEDERAL AND STATE REQUIREMENTS
Bidders are advised that federal funds are being used for this project and that as a result, certain requirements are to be im posed, depending upon the source of the federal funds. Sources may include: Community Development Block Grant funds (CDBG), Neighborhood Stabilization Program funds (NSP) or HOME Investment Partnerships Program funds (HOME). The use of any of these federal funds on a project will require the payment of federal prevailing wages under the Davis -Bacon and Related Act s (“DBRA”) (40 USC §3142, 40 USC §§ 276a- 276a-7, 29 CFR Part 5, which will be enforced when the contract amount for the Prime Contract exceeds $2,000. The Prime Contractor is responsible for ensuring all Subcontractor(s) and lower-tier Subcontractor(s) compliance with the DBRA. The Federal Labor Standards Provisions (HUD 4010) apply to this project and are attached.

For HOME and NSP funded projects , the Prime Contractor, all Subcontractors and all lower -tier Subcontractors are required to pay their laborers and mechanics employed under the contract, a wage not less than the locally prevailing wages (including fringe benefits) listed in a David Bacon wage determination for a classification, as specified in the Federal Wage Determination. If other funding is used on a project , California state prevailing wages (as specified in the State Wage Determination) may be triggered. If that occurs, then the higher of the two applicable wage classifications (federal or state) will be enforced for all work under the contract. For CDBG-funded projects, the Prime Contractor, all Subcontractors and all lower -tier Subcontractors are required to pay their laborers and mechanics providing work under the contract, a wage not less than the locally prevailing wages (including fringe benefits), as specified in both the Federal and State Wage Determinations for the project.

The higher of the two applicable wage classifications, either the Federal Prevailing Wage or, State Prevailing Wage will be enforced for all work under this Contract.

Notice of Requirement for Affirmative Action to Ensure Equal Employment Opportunity - The bidder's attention is called to the "Equal Opportunity Clause” and "Standard Federal Equal Employment Specifications" contained in the bid package. Goals and timetables for minority and female participation, expressed in percentage terms for the Contractor ’s aggregate workforce in each trade on all construction work in the covered area, is 19% for minorities and 6.9% for women.

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TABLE OF CONTENTS

• CONSTRUCTION CONTRACT PROVISIONS - DEFINITIONS .............................................................. 1 • LABOR COMPLIANCE REQUIREMENTS ............................................................................................. 2 • REQUIRED DOCUMENTS ..................................................................................................................... 4 • FEDERAL LABOR STANDARDS PROVISIONS .................................................................................... 5 • SECTION 3 CLAUSE ............................................................................................................................. 9 • AFFIRMATIVE ACTION C OMPLIANCE GUIDELINES FOR CONSTRUCTION AND NON- CONSTRUCTION CONTRACTORS .................................................................................................... 10 • EQUAL OPPORTUNITY CLAUSES ..................................................................................................... 14 • CERTIFICATION OF COMPLIANCE WITH AIR AND WATER ACTS .................................................. 22 • DAVIS-BACON WAGE DETERMINATION ........................................................................................... 23 • SAMPLE DOCUMENTS ....................................................................................................................... 24

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CONSTRUCTION CONTRACT PROVISIONS - DEFINITIONS

The following are definitions of state and f ederal provisions/documents for federally -assisted projects. Please refer to the “Required Documents Checklist” for any documents to be completed and submitted for this project.

Affirmative Action Compliance Guidelines for Construction or Non -Construction Contractors – Generally, affirmative action requirements apply to contracts and subcontracts in excess of $10,000. This document provides guidelines to help Contractor s meet affirmative action and equal employment opportunity requirements set forth in federal regulations 41 CFR 60.

Bid Bond − A bid guarantee of at least 10% of the contract price is required from each bidder and must be submitted with the Bid.

Certificate of Owner’s Attorney − This certificate is to be completed by the owner’s attorney when applicable.

Certification of Bidder Regarding Equal Employment Opportunity − This certification is required by Federal law (41 CFR 60) and must completed by the Prime Contractor.

Certification of Compliance with Air and Water Acts − The prime Contractor and all S ubcontractors must comply with this certification when the contract exceeds $100,000.

Certification by Proposed Subcontractor Regarding Equal Employment Opportunity − This certification must be completed by all Subcontractors and every lower-tier Subcontractor and submitted to the Prime Contractor.

Contractor’s Certification of Compliance with Davis -Bacon and Related Acts − This certification is required by federal law (29 CFR 5) and must be completed by the Prime Contractor.

Equal Employment Opportunity Clauses/Equal Employment Opportunity Construction Contract Provisions − These provisions are to be inserted in all applicable federally-assisted contracts and subcontracts.

Federal Labor Standards Provisions (HUD 4010 form) − These provisions set forth the federal labor requirements for contractors working on federally -assisted construction projects in which the prime contract exceeds $2,000. The P rime Contractor and all Subcontractors and every lower -tier subcontractor are required to pay their laborer s and mechanics working onsite a wage as specified in the FEDERALLY FUNDED PROJECTS section of this provision. The Prime Contractor is responsible to include the Labor Compliance Contract Addendum in all executed Subcontractor contracts for this project.

Federal Prevailing Wage Decision − The Federal Wage Decision contains the federal wage rates for construction projects within the County of San Bernardino. A copy of the Wage Decision is included in the bid package and can also be found at https://www.sam.gov/portal/public/SAM/ or http://www.wdol.gov/dba.aspx The wage decision that applies to the project is the one in effect ten days prior to the bid opening date.

Labor and Materials Bond − This payment bond guarantees that employees/Subcontractors, and suppliers are paid for services rendered and materials supplied. The Labor and Materials Bond must be at least 100% of the contract price and must be submitted to the CITY/COUNTY upon award of the contract.

Performance Bond − This bond guarantees the Contractor 's performance under the terms of the construction contract and must be at least 100% of the contract price and submitted to the CITY/COUNTY following award of the contract.

Section 3 − This law applies to construction contracts exceeding $100,000 on projects funded by the U.S. Department of Housing and Urban Development (HUD). To the greatest extent feasible, Contractor(s) and Subcontractor(s) must attempt to become a Section 3 b usiness. A Section 3 business is one owned by a low -income person, a business of which 30% of the workforce is comprised of low -income individuals, or a business that contracts 25% of its work to Section 3 businesses.

Created on 3/11/2014