Attachment 2
CITY OF SAN CLEMENTE
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this Click or tap here to enter text. day of Click or tap here to enter text., 2024, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio, San Clemente, California, 92673 ("City") and Michael Baker International, a Pennsylvania corporation doing business in the State of California at 5 Hutton Center Drive, Suite 500, Santa Ana, California ("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 Local Hazard Mitigation Plan Update (LHMP) consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Local Hazard Mitigation Plan Update (LHMP) consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional consulting services for the Local Hazard Mitigation Plan Update (LHMP) project ("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 Local Hazard Mitigation Plan Update (LHMP) 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.
3.1.2 Term. The term of this Agreement shall be from June 17, 2024 to June 30, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional oneyear terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
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 4885-5628-2561 v3 2
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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, the City being only concerned with the finished results of the work being performed. 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 solely 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. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.
3.2.2 PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.
3.2.3 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.
Force Majeure. Neither party shall be liable for any failure to perform or any impairment to its performance to the extent such failure or impairment is caused by (i) any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, or act of government, and/or (iii) any other event, occurrence or circumstance beyond the reasonable control of either party (each, a “Force Majeure Event”) and such party gives notice of the Force Majeure Event within ten (10) days together with a description of the anticipated impairment or failure and its duration and such 4885-5628-2561 v3 3
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party resumes performs immediately upon conclusion of the Force Majeure Event.
3.2.4 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate Consultant’s authorized signature and professional registration number.
3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be in accordance with the Standard of Care as stated in this Agreement, subject to the City’s determination of conformance to such applicable requirements.
3.2.6 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: Noelle Anderson, Project Manager, Michael Yaffe QAQC Manager, Richard Beck, Project Principal/Vice President, and Todd McIntyre, Vice President
3.2.7 City's Representative. The City hereby designates Adam Atamian, Community Development Director, 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.
3.2.8 Consultant's Representative. Consultant hereby designates Richard Beck, Vice President and Todd McIntyre, Vice President 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.
3.2.9 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.
3.2.10 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 represents that all employees and subconsultants 4885-5628-2561 v3 4
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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 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.
3.2.11 Laws and Regulations. 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.
3.2.12 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 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.
3.2.13 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
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 "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed NINETY-EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($98,750.00) 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 4885-5628-2561 v3 5
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set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall 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 "D" 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 “D” may be adjusted each year at the time of renewal as set forth in Exhibit “D.”
3.3.6 Labor Code Requirements.
3.3.6.1 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. 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. 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.
3.3.6.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, 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. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1. 4885-5628-2561 v3 6
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3.4 Accounting Records.
3.4.1 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 four (4) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or 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. City may not terminate this Agreement for cause without giving the Consultant notice and at least a ten (10) day opportunity to cure. Consultant may not terminate this Agreement except for cause.
3.5.1.2 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.
3.5.1.3 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.
3.5.2 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: Michael Baker International
5 Sutton Centre Drive, Suite #500
Santa Ana, CA 92707
ATTN: Richard Beck, Vice President and Todd McIntyre, Vice President
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Adam Atamian, Community Development Director
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.
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3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 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"). 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 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 provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 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.
3.5.3.3 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.
3.5.4 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.
3.5.5 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 shall be entitled to have and recover from the losing party 4885-5628-2561 v3 8
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reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification.
3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s approval), indemnify the City, its directors, officials, officers, employees, volunteers and agents from third-party claims, demands, causes of action, costs (including attorney fees), fees, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent caused by the active or passive negligence, act, error, or omission illegal or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement. Consultant’s obligation to indemnify shall not be restricted by any insurance provisions nor limited by availability of insurance proceeds.
3.5.6.2 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.
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 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.
3.5.13 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 4885-5628-2561 v3 9
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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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 Prohibited Interests. Consultant maintains and represents 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 represents 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. For breach or violation of this representation, 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.
3.5.19 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.
3.5.20 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.
3.5.21 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 represents that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in 4885-5628-2561 v3 10
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counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.
3.6 Subcontracting.
3.6.1 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.
CITY OF SAN CLEMENTE
By:________________________________
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Andy Hall, City Manager
ATTEST: Dated: __________________, 2024
____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney
APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization
Michael Baker International Holdco Corporation,
a Pennsylvania Corporation (CONSULTANT)
By:_____________________________
Richard Beck, Vice President
Dated: __________________, 2024
By:_____________________________
Todd McIntyre, Vice President
Dated: __________________, 2024
EXHIBIT "A"
SCOPE OF SERVICES
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TASK 1.0: LHMP PLANNING/DEVELOPMENT PROCESS
Consultant will conduct a kick-off meeting (virtual) with City’s Project Management Team to review and refine the proposed scope of work, anticipated project schedule, communications protocol, and deliverables, discuss staff expectations, and have an initial discussion of data needs and the community outreach approach. Consultant will lead and facilitate this meeting, including the preparation of meeting agendas, topics of discussion, and meeting minutes. The discussion will focus on the required research and analysis to prepare the LHMP and ensure consistency with FEMA's Local Multi-Hazard Mitigation Planning Guidance published on April 19, 2022. Within ten days of the kick-off meeting, Consultant will prepare a meeting summary with project objectives, action items, project schedule, milestones, and anticipated dates for public meetings.
As part of the kick-off meeting, Consultant will assist City’s Project Management Team with the identification and organization of background resource documents. Applicable resource documents to be identified may include, but are not limited to, the previous LHMP, existing Capital Improvement Plans, Emergency Operations Plan/Emergency Action Plans, General Plan Safety Element, Coastal Resiliency Plan, Sea Level Rise Vulnerability Assessment, San Clemente Nature-Based Adaptation Project Feasibility Study: Subtask 2.2 - Critical Erosion Hotspots Report, Coastal Strategic Plan, Climate Action Plan, and any other hazard-related assessments.
City shall provide Consultant with GIS facility data, along with any mapped hazard-related data for use in identifying vulnerabilities. At this time, sensitive data shall be identified as confidential and will be excluded from publicly accessible documents. Consultant will conduct a comprehensive review of all existing planning documents provided by City.
Deliverables
• Kick-Off Meeting agenda and summary (electronic)
• Formal schedule (electronic)
• List of data requirements and data review (electronic) TASK 2.0: RISK AND VULNERABILITY ASSESSMENT
The purpose of the risk assessment is to account for changed vulnerabilities of identified natural and human-caused hazards, including climate change. Results from the risk assessment will form the foundation for the mitigation strategy. Consultant will conduct the risk assessment stepby-step, beginning with development of hazard profiles, and concluding with an analysis of vulnerabilities and capabilities.
Task 2.1: Hazard Identification and Profiles
Consultant will prepare hazard profiles updates, based on input received by the City’s Project Management Team and LHMP stakeholders. Each profile will include a definition of the hazard, location and extent of past occurrences, the probability of future occurrences, and climate change considerations, as appropriate. Preparation of the hazard profiles and risk assessment will include GIS mapping of relevant hazards (those that can be mapped) and analysis to determine areas of potential susceptibility within the planning area.
Consultant takes a unique approach to profiling and incorporating climate change into the LHMP. In recognizing that many natural hazards (flood, drought, etc.) are closely related to climate change, Consultant integrates an in-depth analysis of this correlation on a hazard by hazard basis. The climate change impacts will focus on localized hazards to the planning area rather than the global impacts. This prevents redundancy in the LHMP and allows for all potential impacts and/or vulnerabilities to be evaluated with consideration for climate change. 4885-5628-2561 v3 13
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Task 2.2: Hazard Mapping
Consultant will prepare GIS base maps and develop hazard mapping to support the hazard profiles. Location-based hazard data will be captured in a GIS database compatible with City systems. The Consultant team will work with City to identify available GIS data and determine accuracy and appropriateness for hazard profiling. Current and newly created (as needed) data will be used to develop mapping products to illustrate location, extent, severity, and other information for potential hazards within the planning area. The preparation of maps will be concurrent with development of hazard profile updates.
Concurrent with preparation of the hazard maps, Consultant will assist City in updating the critical facilities list as part of the risk assessment. For purposes of the LHMP, critical facilities will focus on community lifelines, such as essential infrastructure and other City real estate assets. While critical facilities will be shown in map form, a separate list will be created for inclusion in the LHMP; preparation of this list is a vital component of the hazard mitigation planning process. Information needed from City includes building and content valuation to assist with the quantification of potential losses.
Task 2.3: Vulnerability Assessment
Upon completion of the hazard profiles, Consultant will prepare a vulnerability assessment, using the approved critical facilities list and hazard profiles. The vulnerability assessment will consist of an analysis overlaying these two data sets and identifying the facilities that are vulnerable to the profiled hazards. The vulnerability assessment will include the following, based on data availability:
• Types/numbers of buildings, infrastructure, and critical facilities located within identified hazard areas.
• An inventory of all repetitive flood loss structures, as defined by FEMA, if applicable. • Description of land uses and development trends to advise future land use decisions.
The results will be presented in tables identifying facilities/infrastructure and relevant hazards most likely to affect these facilities. Exhibit maps will correspond to this latest information. Upon completion, both the hazard profiles and vulnerability assessment will be presented to City’s Project Management Team and stakeholders for review and comment.
In addition, Consultant will evaluate the impacts of natural hazards to vulnerable populations.
Consultant will work with City to identify any formally designated Disadvantaged Communities (DACs) or Socially Vulnerable Populations (SVPs) within the planning area. Consultant will conduct a thorough analysis of vulnerable populations within the planning area to better inform mitigation actions directed at increasing capabilities and capacities to assist or respond during a disaster incident. Hazus modeling and loss estimation using Hazus is specifically excluded from this scope; such modeling can be conducted for City under a separate scope and fee.
Task 2.4: Capabilities Assessment
A capabilities assessment is a comprehensive review of all the various policies, plans, programs, and procedures that assist in hazard mitigation activities. This section provides an understanding of the capabilities and tools currently available to the planning area, as well as local, state, federal agencies, that contribute to hazards reduction. The LHMP stakeholders will help identify capabilities to inform the planning process.
Deliverables
• Hazard Identification and Profiles (Word Document)
• Hazard Mapping (PDF, jpeg)
• Vulnerability Assessment (Word Document)
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• Capabilities Assessment (Word Document)
TASK 3.0: HAZARD MITIGATION PLAN STRATEGY AND MAINTENANCE PROCESS Drawing on the hazard identification, analysis, and assessment of vulnerability and capabilities in the community, the Consultant team will prepare a mitigation action strategy for the planning area. The team will engage the LHMP stakeholders and City staff in development and review of goals and mitigation actions.
Task 3.1: Identify LHMP Goals
Working with the LHMP stakeholders, goals will be identified to ensure adequate communication of desired end states and provide a foundation for meaningful hazard mitigation actions. Goals will define the long-term outcomes City would like to achieve with the LHMP.
Task 3.2: Develop/Confirm Mitigation Strategies and Actions The Consultant team will develop a comprehensive range of potential mitigation actions, that will reduce the impacts of each profiled hazard. Mitigation actions will be developed with consideration for potential future state or federal funding through capital improvement bond programs and/or mitigation grant programs. Based on FEMA guidance, mitigation actions and projects refer to hazard mitigation action, activity, process, or physical project designated to reduce or eliminate the long-term risks from hazards. Mitigation actions are intended to reduce risk to existing buildings and infrastructure, as well as limit any risk to new development and redevelopment.
Task 3.3: Mitigation Action Prioritization and Matrix
Consultant will develop mitigation actions based upon discussions and feedback from City and LHMP stakeholders. Consultant will develop a process to prioritize identified mitigation actions, such as consideration of the following:
• Social acceptance of the mitigation action
• Technical feasibility of the mitigation action
• Administrative staffing, funding, and maintenance required for the mitigation action • Political acceptability of the mitigation action
• Legal authority to implement the mitigation action or other legal concerns • Economic benefit of the mitigation action (including cost effectiveness) • Environmental impact of the mitigation action
Mitigation strategy prioritization and implementation will be discussed as part of the LHMP Project Team meeting. Consultant will work with the LHMP Project Team to identify the following information as part of the mitigation actions table:
• Responsible Department(s): The agency/department which will be responsible for the action identified.
• Potential Funding Source: Sources of future funding that can be used to implement the action.
• Priority: General priority of the action (high, medium, low), based on team input. • Relative Cost: The relative cost to implement the action, based on cost categories determined by the LHMP Project Team.
Mitigation actions without internal City funding sources will be marked and brought to the attention of the City’s Project Management Team. The Consultant team of public finance experts will review mitigation actions to identify appropriate funding resources, including grants, bonds, or low interest loans. Identified grants will not be limited to Cal OES/FEMA programs, but will evaluate the comprehensive suite of local, state, and federal funding options available to City. The timing, availability, and competitiveness of each funding resource will be evaluated to inform mitigation action prioritization.
• Hazard Mitigation Goals (Word Document)
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• Develop Mitigation Strategies and Actions (Word Document) • Mitigation Action Prioritization and Matrix (Word Document) TASK 4.0: MONITORING, IMPLEMENTATION AND CONTINUED PUBLIC INVOLVEMENT Consultant will establish a plan maintenance process, including how City will monitor, evaluate, implement, and update the LHMP Consultant will prepare a chapter that identifies the process to ensure the plan is implemented and maintained over the five-year plan period. The chapter will also describe how the mitigation plan elements will be incorporated into other planning mechanisms, as well as how the public will continue to remain involved throughout the future planning process.
Deliverables
• Plan Maintenance and Monitoring Process (Word Document) • Continued Public Involvement Strategy (Word Document) TASK 5.0: LHMP FOCUSED COMMUNITY OUTREACH
The community engagement below is recommended as a minimum to meet Cal OES/FEMA requirements for the LHMP preparation process. Each outreach effort will be thoroughly documented for incorporation into the LHMP Appendix, including meeting presentations, agendas, pictures, and minutes. Additional workshops or focus groups can be added through an additional scope and fee.
Task 5.1: Community Survey
Consultant will develop an online survey, compile survey results, and provide a detailed summary of input received. The survey will be provided through SurveyMonkey®. The survey will include multiple- choice questions, ranking/rating scales, and open-ended questions, all specifically designed to inform the LHMP planning process. Consultant will coordinate with the City’s Project Management Team to make the survey link available on City's website. City will be responsible for distributing and promoting the survey through the E-newsletter, email list servs, and/or social media.
Deliverables
• Community Survey Link (Survey Monkey, electronic)
• Community Survey Summary (Word Document, PDF)
Task 5.2: Web Content and Graphics
Online outreach provides a cost-effective means for reaching stakeholders and interested members of the public throughout the process. Consultant will develop web content and graphics that can be used on City’s website or on a webpage that is specifically dedicated to the LHMP. The webpage content will provide information about the LHMP, including the planning process, meeting dates, access to community outreach summaries and draft plan documents when available. Website visitors will have an opportunity to provide input and comment on the LHMP or ask questions. City will be responsible for disseminating information on the plan process through City’s webpage and social media.
• Three community outreach graphics, including notices of availability for public review documents (jpeg)
• Webpage text content (Word Document)
Note: The task does not include creating, designing, and maintaining the website. It is assumed that Consultant will only supply the website content. If City would like Consultant to create a separate webpage using platforms such as Squarespace, Consultant will provide a separate scope and budget for the added task.
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Task 5.3: Stakeholder Meeting #1 – Virtual
Consultant will host a virtual meeting and presentation focused on the LHMP preparation to kick-off the plan development process. Consultant will work with City to identify key stakeholders to participate in the LHMP preparation process. Recommended stakeholders include internal City staff members (such as representatives from Community Development, Public Works, Parks and Recreation, and Finance & Administration Departments) and external stakeholders (City Public Safety contracted service providers, Utility providers, local school districts, nonprofits, and NGOs). In addition, the updated FEMA regulatory guidance requires the stakeholder group to include major employers and organizations that serve vulnerable populations in the planning area, such as the American Red Cross. Consultant will conduct desktop research to identify potential organizations/representatives for participation as a stakeholder on the LHMP update.
City will be responsible for inviting stakeholders to participate to each meeting. Consultant will introduce hazard mitigation and the process, explain roles and responsibilities, provide a hazard overview, and conduct preliminary stakeholder data collection. This meeting will require two hours of participation.
Deliverables
• Facilitation of one stakeholder meeting via Zoom virtual meeting or similar platform • One meeting presentation and content (PowerPoint)
• One agenda (PDF)
• One meeting summary (PDF)
Task 5.4: Focus Group Meetings #1 - #4 – Virtual
After Stakeholder Meeting #1, Consultant will organize individuals into four small groups for focused discussion regarding the LHMP preparation. Consultant will discuss preliminary results of the risk assessment, solicit feedback on critical facilities, and develop mitigation actions.
Consultant will also solicit additional data and resources to the benefit of the LHMP update.
Each focus group will cover similar topics, but tailor questions/content to the specific participants and their professional experience. After the focus group meetings have concluded, Consultant will fold input received into the LHMP.
Deliverables
• Facilitation of four focus group meetings via Zoom virtual meeting or similar platform • Four meeting presentations and content (PowerPoint)
• Four agendas (PDF)
• Four meeting summaries (PDF)
Task 5.5: Stakeholder Meeting #2 – Virtual
Consultant will host a final virtual stakeholder meeting and presentation to discuss the results/findings of each focus group, the LHMP content, prioritize mitigation actions and develop a plan maintenance process. After this meeting has concluded, Consultant will distribute a draft LHMP to participating stakeholders for review and comment. Necessary and appropriate comments will be incorporated into the LHMP.
Deliverables
• Facilitation of one stakeholder meeting via Zoom virtual meeting or similar platform • One meeting presentation and content (PowerPoint)
• One agenda (PDF)
• One meeting summary (PDF)
Task 5.6: Community Education Workshop #1 – In Person
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Consultant will facilitate one (1) workshop or pop-up event to solicit in-person input and educate the public about the LHMP preparation process. Consultant team will work with City’s Project Management Team to identify the appropriate outreach method, location, and timing to maximize input from the community. A minimum of three Consultant staff members will attend. If desired by City, Consultant will work with City’s Project Management Team to facilitate the necessary information for City staff to conduct additional workshops and/or pop-up events, at the City’s cost and time, and provide additionally-solicited in-person input to Consultant for inclusion in the LHMP, as discussed in this paragraph below. Consultant will design one promotional piece to publicize the opportunity to participate. The promotional piece will be provided to City for review, and one round of revisions is assumed. City will be responsible for the dissemination of the promotional piece through City website, social media platform, newsletters, printed mailings, or other methods. All outreach activities will be thoroughly documented with sign-in sheets, summaries, and pictures, for incorporation into the LHMP per Cal OES and FEMA requirements.
Deliverables
• Facilitation of one community workshop, including Spanish interpretation services • One meeting presentation and content (including activity-based opportunities to solicit input)
• One agenda (PDF)
• One sign-in sheet (PDF)
• One meeting summary (PDF)
TASK 6.0: PLAN DRAFT AND PUBLIC REVIEW
Task 6.1: Prepare Admin Draft LHMP For City Project Management Team Review Upon completion of the preceding tasks, Consultant will compile the information into an electronic administrative draft version of the LHMP. The draft LHMP will include all required components, clearly responding to federal guidance for hazard mitigation plans, including documentation of the planning process. City’s Project Management Team will be responsible for collecting and providing comments to Consultant at the end of the review period. Then, LHMP Project Team comments (as applicable) will be incorporated to prepare a public review draft document.
Task 6.2: Prepare Public Review Draft LHMP
Consultant will incorporate one consolidated set of comments/revisions on the administrative draft version of the LHMP and prepare the public review draft LHMP. The draft document will be made available to the public for any comment and feedback to be incorporated into the LHMP prior to submitting to Cal OES and FEMA for review. The public review draft LHMP will also be distributed to relevant stakeholders and members of the public for comment. Consultant anticipates a minimum 14-day public review period, with the LHMP made available on City's website.
Task 6.3: Prepare Plan Submittal For CAL OES/FEMA Review After the public review period has completed, Consultant will initiate the Cal OES/FEMA review process for LHMP approval. This process requires draft plan submittal to Cal OES/FEMA prior to adoption by the local jurisdiction. As such, Consultant will compile all comments received on the public review draft LHMP for inclusion as an appendix item and revise the LHMP, as necessary. The revised draft LHMP will then be submitted to Cal OES for initial review; the Consultant team will address any comments/concerns from Cal OES before the final LHMP is submitted to FEMA for formal review. Consultant will also prepare the FEMA Hazard Mitigation Plan Review Tool that will accompany the Cal OES and FEMA submission. 4885-5628-2561 v3 18
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Task 6.4: Obtain Conditional Approval Pending Adoption From FEMA If comments are provided by Cal OES and/or FEMA, requiring LHMP revisions, the Consultant team will revise the LHMP prior to adoption by the City Council. If revisions are necessary, Consultant will work with Cal OES and FEMA and perform all necessary follow-up tasks to ensure an "approvable pending adoption" (APA) determination.
Deliverables
• Administrative Draft LHMP (Word Document, PDF)
• Public Review Draft LHMP (Word Document, PDF)
• Cal OES LHMP Submittal (Word Document, PDF)
• FEMA LHMP Submittal (Word Document, PDF)
• Conditional Approval Pending Adoption Letter from FEMA (PDF) TASK 7.0: PUBLIC HEARINGS AND ADOPTION
Once the LHMP has received an APA determination, Consultant will assist City’s Project Management Team with presenting the final LHMP to City Council for adoption. As required by FEMA, the City Council must formally approve the LHMP by resolution within one calendar year of receipt of FEMA APA designation. Consultant will also assist City’s Project Management Team in presenting the LHMP for approval by resolution. A minimum of two Consultant staff members will attend the City Council’s hearing to adopt the LHMP by resolution. After adoption by resolution, Consultant will submit the final LHMP to FEMA. Five Final hard copies of the final LHMP will be transmitted to City.
Deliverables
• Attendance at one City Council Meeting (two staff members) • Informational Presentation and handouts (PowerPoint, PDF) • Formal approval letter from FEMA (PDF)
• Five hard copy LHMPs (printed)
EXHIBIT "B"
SCHEDULE OF SERVICES
Consultant anticipates an approximate five-month schedule for preparation of the LHMP update.
The schedule for key LHMP deliverables is included below. 4885-5628-2561 v3 19
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• Project Kick-Off Meeting: Notice to Proceed (NTP) + 1 Week (on or about June 17, 2024)
• Stakeholder Meeting #1: NTP + Month 2 (on or about September 1, 2024) • Focus Group Meetings #1 - #4: NTP + Month 3 (on or about October 1, 2024) • Stakeholder Meeting #2: NTP + Month 4 (on or about November 1, 2024) • Draft LHMP delivery to City: NTP + Month 5 (on or about December 1, 2024) • Draft LHMP submittal to Cal OES/FEMA: NTP + Month 5 (on or about December 1, 2024)
Consultant will prepare a detailed project schedule prior to the project kick-off meeting under Task
1. Consultant will submit the LHMP to Cal OES/FEMA for review and approval. Both Cal OES and FEMA have variable review periods, dependent on the plan review backlog, as well as the timing of natural hazard events outside of both Consultant and City control. Consultant frequently coordinates with both agencies and has personal relationship with plan checkers. While a specific or exact timeframe for review cannot be guaranteed, Consultant leverages these existing relationships to ensure a timely plan check effort.
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EXHIBIT “C”
INSURANCE REQUIREMENTS
3.2.12 Insurance.
3.2.12.1 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 under this section.
3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General
Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions):
Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently 4885-5628-2561 v3 21
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broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials,
officers, employees, shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1)
be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies
shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for nonpayment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies
shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for nonpayment of premium.
3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(B) Contractual Liability Exclusion Deleted: This
insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
3.2.12.5 Workers' Compensation:
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(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance 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 the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.2.12.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, 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.
3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
3.2.12.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
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3.2.12.12 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.12.13 Requirements Not Limiting. If the Consultant carries insurance with coverages or limits beyond the minimum requirements set forth herein, those coverages and limits shall be available.
3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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EXHIBIT “D”
COMPENSATION
Consultant will complete these services for a fixed fee not-to-exceed $98,750.00. A detailed cost breakdown by task is included as Attachment A.
In full compensation for the services provided under this Agreement, the City shall pay the Consultant for work actually performed at the following hourly rates (See Attachment A):
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Attachment A
Detailed Cost Proposal by Task
Principal in Planner II Planner I GIS Analyst
$200 $170 $200 $125 $110 $115
1.0 LHMP PLANNING/DEVELOPMENT PROCESS1.0 LHMP Planning/Development Process 2 8 2 8 8 282.0 RISK AND VULNERABILITY ASSESSMENT2.1 Hazard Identification and Profiles 2 8 2 16 40 682.2 Hazard Mapping 2 2 8 20 322.3 Vulnerability Assessment 2 8 2 10 8 12 422.4 Capabilities Assessment 2 8 103.0 HAZARD MITIGATION PLAN STRATEGY3.1 Update LHMP Goals 2 2 6 103.2 Develop/Confirm Mitigation Strategies and Actions 8 2 12 40 623.3 Mitigation Action Prioritization and Matrix 2 10 2 12 20 464.0 MONITORING, IMPLEMENTATION AND CONTINUED PUBLIC INVOLVEMENT4.0 Monitoring, Implementation and Continued Public Involvement 6 8 8 225.0 COMMUNITY ENGAGEMENT5.1 Community Survey 2 4 12 185.2 Web Content and Graphics 2 4 8 4 185.3 Stakeholder Meeting #1ͲVirtual 8 2 8 8 4 305.4 Focus Group Meetings #1Ͳ#4ͲVirtual 18 2 16 20 565.5 Stakeholder Meeting #2ͲVirtual 8 2 8 8 4 305.6 Community Education Workshop #1ͲIn Person 16 4 8 30 4 626.0 PLAN DRAFT AND PUBLIC REVIEW6.1 Prepare Admin Draft LHMP for Project Management Review 2 8 2 20 20 8 606.2 Prepare Public Review Draft LHMP 2 8 2 20 20 526.3 Prepare Plan Submittal for Cal OES/FEMA Review 2 2 2 20 20 466.4 Obtain Conditional Approval Pending Adoption from FEMA 8 2 107.0 PUBLIC HEARINGS AND ADOPTION7.0 Public Hearings and Adoption 2 10 2 6 20TOTAL HOURS 16 144 34 194 278 56 722LABOR COSTS BY TASK
OTHER DIRECT COSTS (ODC)
TOTAL COST $98,750
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WORKER’S COMPENSATION INSURANCE CERTIFICATION
WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier____________________________________________________ Policy Number______________________________________________
I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION
COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO
CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
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Dated: ________________________, 20____
Michael Baker International Holdco Corporation,
a California Corporation
(CONSULTANT)
By: ________________________________
Richard Beck
________________________________
Vice President
________________________________
5 Sutton Centre Drive, Suite #50
Santa Ana, CA 92707