_
CITY OF SAN CLEMENTE
REVISED
REQUEST FOR PROPOSAL
INVITATION # UT 2526-01
HAZARDOUS WASTE
RESPONSE, CLEANUP, REMOVAL AND DISPOSAL
ENVIRONMENTAL ON-CALL
SERVICES CONTRACT
REVISED AUGUST 7, 2025
CITY OF SAN CLEMENTE
UTILITIES DIVISION
380 AVENIDA PICO, BLDG. N
SAN CLEMENTE, CA 92672
PHONE: (949) 361-6198
Attachment 2
CITY OF SAN CLEMENTE
REQUEST FOR PROPOSAL
HAZARDOUS WASTE
RESPONSE, CLEANUP, REMOVAL AND DISPOSAL
ENVIRONMENTAL ON-CALL
SERVICES CONTRACT
REVISED AUGUST 7, 2025
Prospective Contractors:
The City of San Clemente (City) is interested in receiving proposals from Professional Services Contractors (Contractors) for a Hazardous Waste Response, Cleanup, Removal and Disposal Environmental On-Call Services Contract as described in detail in this Request for Proposal (RFP).
Schedule of Events from Issuance of the RFP to Award of Contract:
THIS SECTION WAS REVISED ON AUGUST 7, 2025
Note: Only the schedule and due dates were revised in the document.
Issue RFP August 6, 2025 &
August 7, 2025 – Revised
Written Inquiries Due (Via PlanetBids) August 20, 2025 – 4:00 p.m.
Proposals Due (Via PlanetBids) September 3, 2025 – 4:00 p.m.
Proposal Reviews September 3 - 5, 2025
Interviews & Selection September 11, 2025 (tentative)
City Council Award October 7, 2025 (estimated)
City Point of Contact:
The sole source of contact regarding this RFP is Julie Schmidt, Sr. Management Analyst (949) 361-6198. Individuals or firms interested in submitting a proposal are asked not to contact other members of the City of San Clemente staff or Councilmembers in connection with the RFP prior to the announcement of the consultant selected.
CITY OF SAN CLEMENTE
REQUEST FOR PROPOSAL
HAZARDOUS WASTE
RESPONSE, CLEANUP, REMOVAL AND DISPOSAL
ENVIRONMENTAL ON-CALL
SERVICES CONTRACT
TABLE OF CONTENTS
INTRODUCTION..............................................................................................................1 BACKGROUND................................................................................................................1 PROJECT OBJECTIVES & REQUIREMENTS...............................................................2 DELIVERABLES ..............................................................................................................3 INSTRUCTIONS & CONDITIONS..................................................................................4 PROPOSAL FORMAT & CONTENT ..............................................................................6 SUMMARY OF ADDITIONAL REQUIREMENTS .......................................................9
EXHIBITS
1. Sample General Services Agreement (GSA) – the selected contractor will be required to execute a General Services Agreement with the City. 1 CITY OF SAN CLEMENTE
REQUEST FOR PROPOSAL
HAZARDOUS WASTE
RESPONSE, CLEANUP, REMOVAL AND DISPOSAL
ENVIRONMENTAL ON-CALL
SERVICES CONTRACT
Background about the City and the project, as well as information about the Scope of Work to be undertaken are discussed in this section of the RFP.
A. INTRODUCTION
The City of San Clemente is located in the County of Orange in Southern California. The City encompasses 18.45 square miles and has a population of approximately 66,245. The City of San Clemente Utilities Division oversees and maintains the daily operations of the water, sewer, storm drain, clean ocean, and solid waste divisions.
The City of San Clemente is seeking proposals from qualified contractors to provide hazardous waste on-call response, cleanup, removal and proper legal disposal for the City’s hazardous waste response needs. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Proposal to provide the services described herein.
B. BACKGROUND
The City of San Clemente is seeking qualified contractors available to provide 24 hour/365 days per year as-needed hazardous waste response, clean-up removal, and disposal services. This on-call or scheduled coverage will allow the City to maintain compliance with regulations regarding the cleanup of hazardous waste such as, but not limited to, gasoline, oils, pesticide chemicals, bio-waste (including blood and tissue), paints, and miscellaneous chemical spills after accidents or due to improper disposal. All of these types of materials must be kept from the City’s stormdrain system, in keeping with the City’s Clean Ocean Program and Clean Water Act. The public must also be protected from exposure to these materials in order to preserve the public health.
2 Contract
Upon completion of the selection process, the selected consultant will be awarded a contract agreement. The contract term is anticipated to commence after City Council award of the contract and upon receipt and approval of all required insurance documents. All services provided, and all payments made for services, shall be in accordance with the executed contract agreement.
Interested firms need to provide pricing information for an initial three year contract. The initial contract will be for a three-year period and may include the option for two, one-year extensions after the initial three year period with approval of the City and the Contractor.
C. PROJECT OBJECTIVES & REQUIREMENTS
Directly related objectives include: On-call, as-needed, cleanup and proper disposal of hazardous materials related to human waste, crime scenes, vehicular accidents, or improper dumping within the City. Biohazards are also of concern, requiring special training and equipment currently not part of the City’s inventory or professional expertise.
Contractors must warrant that: They understand the currently known hazards, which are presented to persons, property and the environment in the handling, transportation, storage and disposal of the described waste materials; they will transport, store, handle and dispose of such material in full compliance with all governmental laws, requirements, and regulations; they will provide properly trained and certified employees for the safe handling, transport and disposal of described hazardous materials and assume complete responsibility for the competency, judgment, and actions of said employees at all times; the Contractor and associated handling facilities and companies used by Contractor for storage, disposal, transport, and handling of hazardous materials are properly permitted and licensed under federal, state and local laws to conduct activities agreed to.
Prevailing Wages
By submitting a Proposal, the Contractor certifies that it 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. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation will be $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall make copies of the 3 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.
Department of Industrial Relations Registration
Since the services will be 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.
D. DELIVERABLES
The Contractor will be responsible for providing on-call hazardous waste response, clean-up, removal and disposal services including all legal paperwork required for proper legal disposal thereof, for a fixed hourly cost as provided in the proposal to include prevailing wage requirements.
The Contractor must clearly note in the proposal the prevailing wage rates for each type of classification of staff to perform work under the contract, using the associated prevailing wage rates in place at the time the proposal is prepared. It is understood that when the California Department of Industrial Relations modifies prevailing wage rates, the current rates must be used for this contract. Once annually, on a date to be determined and agreed to by the Contractor and the City, Contractor shall provide current prevailing wage rates as applicable to the contract.
4 CITY OF SAN CLEMENTE
REQUEST FOR PROPOSAL
HAZARDOUS WASTE
RESPONSE, CLEANUP, REMOVAL AND DISPOSAL
ENVIRONMENTAL ON-CALL
SERVICES CONTRACT
INSTRUCTIONS AND CONDITIONS
The following instructions and conditions apply to this RFP:
A. GENERAL CONDITIONS
1. Pre-Contractual Expenses
Pre-contractual expenses are defined as expenses incurred by the Professional Services Contractor (Contractor) in:
• Preparing a proposal in response to this RFP
• Submitting that proposal to the City of San Clemente
• Negotiating with the City of San Clemente on any matter related to this RFP, proposal and/or contractual agreement
• Any other expenses incurred by the Contractor prior to the date of an executed contract
The City of San Clemente shall not, in any event, be liable for any precontractual expenses incurred by any Contractor. In addition, no Contractor shall include any such expenses as part of the price proposed to conduct the scope of work for this project.
2. Authority to Withdraw RFP and/or Not Award Contract
The City of San Clemente reserves the right to withdraw this RFP at any time without prior notice. Further, the City makes no representations that any agreement will be awarded to any Contractor responding to this RFP.
The City expressly reserves the right to postpone the opening of proposals for its own convenience and to reject any and all proposals in response to this RFP without indicating any reasons for such rejection(s). 5 3. Pricing Approach
The City of San Clemente intends to award a fixed price hourly contract for the conduct of this on-call service. In no event shall the City pay an amount in excess of the total dollar value negotiated in the contractual agreement with the successful Contractor.
4. Right to Reject Proposals
The City of San Clemente reserves the right to reject any or all proposals submitted. Any award made for this engagement will be made to the Contractor which, in the opinion of the City, is best qualified to conduct the project.
5. Proposal Evaluation Criteria
Proposals will be evaluated on the basis of their response to all provisions of this RFP. The City of San Clemente may use some or all of the following criteria in its evaluation and comparison of proposals submitted.
The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance:
a. Previous experience
b. Demonstrated record of success on work previously performed for the City or similar work performed for others
c. Project Lead
d. Educational background of project lead and staff
e. Staff to perform work within the specified time
f. Methodology proposed to accomplish the work
g. Ability to work effectively with City staff, other public agencies and related parties as directed
h. Pertinent new ideas which may be presented during the course of the selection process
i. Adequate knowledge of local conditions
6 j. Availability, experience and knowledge of all subcontractors hired to complete the job
k. Additional work performed by the Contractor which may have a direct and substantial physical relationship or conflict to the proposed project l. Retention of original Contractor on projects modified due to the original Contractor’s detailed knowledge of the work or on the grounds of cost m. Previous history of completing projects within budget n. Ability to furnish adequate and effective project supervision o. Hourly cost (in detail) including equipment and type of hazardous response provided by the Contractor in the proposal.
B. PROPOSAL FORMAT AND CONTENT
Proposals should be typed as brief as possible. They should not include any elaborate or unnecessary promotional material. The following order and content of proposal sections should be adhered to by each Contractor.
1. Cover Letter
A cover letter not to exceed three pages in length should summarize key elements of the Contractor’s proposal. The letter must be signed by an individual authorized to bind the Contractor. The letter must stipulate that the proposed price will be valid for a period of at least 90 days. Indicate the address and telephone number of the Contractor’s office located nearest to San Clemente, California, and the office from which the project will be managed.
I. Background and Approach
The Background and Approach Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished.
II. Methodology(ies)
7 This section should clearly describe the methodology or methodologies you plan to use to carry out the specific work tasks described in the Work Plan.
III. Work Plan
Describe the sequential work tasks you plan to carry out in accomplishing this project. Indicate all key deliverables and their contents.
IV. Project Organization and Staffing
Describe your approach and methods for managing the project.
Provide an organization chart showing all proposed project team members. Describe the responsibilities of each person on the project team. Identify the Project Director and/or Manager and the person who will be the key contact with the City of San Clemente.
V. Related Experience
Describe recent, directly related experience. Include on each listing the name of the client; description of the work done; primary client contact, address and telephone number; dates for the project; name of the Project Director and/or Manager.
At least three references should be included. For each reference, indicate the reference's name, organization affiliation, title, complete mailing address and telephone number. The City of San Clemente reserves the right to contact any of the organizations or individuals listed.
VI. Project Schedule
Provide a schedule for removal of waste materials from City property with waste material to remain no longer than 5 business days from the time of the operation.
VII. Cost Data
Provide in detail, the hourly rates for staff time, materials, and equipment that will be used for the project including prevailing wage requirements.
VIII. Statement of Compliance
8 Contractors must submit a Statement of Compliance with all parts of the Request for Proposal and Draft Agreement terms and conditions, or a listing of exceptions and suggested changes, along with a description of any cost implications or schedule changes the exceptions and/or changes cause. The Statement of Compliance must declare either:
A. This proposal is in strict compliance with the Request for Proposal and Draft Agreement and no exceptions to either are proposed; or
B. This proposal is in strict compliance with the Request for Proposal and Draft Agreement except for the items listed.
For each exception and/or suggested change, the Contractor must include:
1. The suggested change in the RFP or rewording of the
contractual obligations.
2. Reasons for submitting the proposed exception or
change.
3. Any impact the change or exception may have on
project costs, scheduling or other considerations.
IX. Other Information
Include any other information you consider to be relevant to the proposal.
X. Consultant agrees that in carrying out its responsibilities under this agreement, and in particular with regard to the employment of persons and sub-contractors working on the project, it will not discriminate on the basis of race, color, creed, national origin, religion, sex, age, or handicap. In the event any of the work performed by consultant hereunder is sub-contracted to another person or firm (with approval of the City as required herein), subcontract shall contain a similar provision. 9 SUMMARY OF ADDITIONAL REQUIREMENTS
Insurance Coverage
Prior to commencement of any project activities, consultant is to secure worker's compensation insurance, so as to be in compliance with State statutes and comprehensive general liability insurance, including auto and contractual liability coverage, in an amount not less than $1 million, as well as professional liability insurance, pollution liability insurance, and cyber liability insurance.
Please refer to Exhibit “C”, Insurance Requirements in the attached sample General Services Agreement for detailed information regarding insurance requirements.
City of San Clemente Business License
The selected Contractor will be required to have a current City business license as part of the Agreement. Please contact the City’s Business License office at (949) 361-6166 for additional information.
1 55452.01100\31193624.5
CITY OF SAN CLEMENTE
SAMPLE GENERAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this _____ day of _______________, 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 [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/Contractor"). City and Consultant/Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant/Contractor.
Consultant/Contractor desires to perform and assume responsibility for the provision of certain general [INSERT TYPE] services required by the City on the terms and conditions set forth in this Agreement. Consultant/Contractor represents that it is experienced in providing general [INSERT TYPE] 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/Contractor to render such professional [INSERT TYPE] general services for the [INSERT NAME OF PROJECT, AND CONTRACT NUMBER, IF APPLICABLE] 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/Contractor 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 general [INSERT TYPE] 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 [INSERT DATE] to [INSERT DATE], or until the Services are satisfactorily performed, unless earlier terminated as provided herein. The City Manager or his or her designee shall have the unilateral option, at at his/her sole discretion, to renew this Agreement automatically for no more than [INSERT NUMBER] additional one-year terms. Consultant/Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
EXHIBIT 1
2 55452.01100\31193624.5
3.2 Responsibilities of Consultant/Contractor.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant/Contractor or under its supervision.
Consultant/Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant/Contractor on an independent contractor basis and not as an employee. Consultant/Contractor 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/Contractor shall also not be employees of City and shall at all times be under Consultant/Contractor'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/Contractor or any of Consultant/Contractor's officers, employees, or agents, except as set forth in this Agreement. Consultant/Contractor 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/Contractor 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/Contractor nor Consultant/Contractor'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/Contractor 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/Contractor'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/Contractor 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/Contractor'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/Contractor 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/Contractor 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/Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant/Contractor's conformance with the Schedule, City shall respond to Consultant/Contractor's submittals in a timely manner. Upon request of City, Consultant/Contractor shall provide a more detailed schedule of anticipated performance to meet 3 55452.01100\31193624.5
the Schedule of Services.
3.2.4 Endorsement on PS&E/ Other Data. Consultant/Contractor shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant/Contractor, and where appropriate will indicate Consultant/Contractor’s authorized signature and professional registration number.
3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant/Contractor shall be subject to the approval of City.
3.2.6 Substitution of Key Personnel. Consultant/Contractor 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/Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant/Contractor 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/Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: [INSERT NAME AND TITLE].
3.2.7 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/Contractor but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant/Contractor 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/Contractor's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant/Contractor 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/Contractor's Representative. Consultant/Contractor hereby designates [INSERT NAME AND TITLE], or his/her designee, to act as its representative for the performance of this Agreement ("Consultant/Contractor's Representative").
Consultant/Contractor's Representative shall have full authority to represent and act on behalf of the Consultant/Contractor for all purposes under this Agreement. The Consultant/Contractor'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/Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Consultant/Contractors and other staff at all reasonable times.
3.2.10 Standard of Care; Performance of Employees. Consultant/Contractor 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/Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant/Contractor warrants that all 4 55452.01100\31193624.5
employees and subconsultant/subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant/Contractor represents that it, its employees and subconsultants/subcontractors 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/Contractor 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/Contractor's failure to comply with the standard of care provided for herein. Any employee of the Consultant/Contractor or its subconsultants/subcontractors 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/Contractor 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/Contractor 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/Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Consultant/Contractor performs any work knowing it to be contrary to such laws, rules and regulations, Consultant/Contractor shall be solely responsible for all costs arising therefrom.
Consultant/Contractor 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/Contractor 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/Contractor 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 subconsultant/subcontractors, 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/Contractor agrees to procure and maintain, at Consultant/Contractor’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant/Contractor shall require all subconsultants/subcontractors to carry the same policies and limits of insurance that the Consultant/Contractor is required to maintain, unless otherwise approved in writing by the City.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant/Contractor 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 [INSERT AMOUNT WRITTEN OUT] ($[INSERT NUMBER]) 5 55452.01100\31193624.5
without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant/Contractor shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant/Contractor. 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/Contractor's fees, the City shall give written notice to Consultant/Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant/Contractor shall not be reimbursed for any expenses unless previously 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/Contractor 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/Contractor shall not perform, nor be compensated for, Extra Work without prior 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/Contractor 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/Contractor agrees to fully comply with such Prevailing Wage Laws. Consultant/Contractor 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/Contractor's principal place of business and at the project site. Consultant/Contractor 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/Contractor and all subconsultants/subcontractors must be registered with the Department of Industrial Relations (“DIR”). Consultant/Contractor shall maintain registration for the duration of the project and require the same of any subconsultants/subcontractors. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant/Contractor’s sole 6 55452.01100\31193624.5
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.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant/Contractor 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/Contractor 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/Contractor 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/Contractor, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Consultant/Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant/Contractor shall be compensated only for those services which have been adequately rendered to City, and Consultant/Contractor shall be entitled to no further compensation. Consultant/Contractor 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/Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant/Contractor in connection with the performance of Services under this Agreement. Consultant/Contractor 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/Contractor:[INSERT BUSINESS NAME]
[INSERT STREET ADDRESS]
[INSERT CITY STATE ZIP]
ATTN: [INSERT NAME AND TITLE]
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
7 55452.01100\31193624.5
ATTN: Laura Campagnolo, City Clerk and [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.
3.5.3 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/Contractor under this Agreement ("Documents & Data").
Consultant/Contractor shall require all subconsultants/subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant/subcontractor prepares under this Agreement. Consultant/Contractor represents and warrants that Consultant/Contractor has the legal right to license any and all Documents & Data. Consultant/Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant/Contractor or provided to Consultant/Contractor 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/Contractor in connection with the performance of this Agreement shall be held confidential by Consultant/Contractor. Such materials shall not, without the prior written consent of City, be used by Consultant/Contractor 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/Contractor which is otherwise known to Consultant/Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant/Contractor 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/Contractor’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/Contractor of its intention to release Proprietary Information. Consultant/Contractor shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant/Contractor's objection to the City's release of Proprietary Information. Consultant/Contractor 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 8 55452.01100\31193624.5
receipt of the Objection Notice unless either: (1) Consultant/Contractor 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 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/Contractor shall defend (with counsel of City’s choosing), 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, or willful misconduct of Consultant/Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant/Contractor's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant/Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant/Contractor, the City, its officials, officers, employees, agents, or volunteers.
3.5.6.2 If Consultant/Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant/Contractor’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/Contractor’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/Contractor, and, upon Consultant/Contractor obtaining a final adjudication by a court of competent jurisdiction, Consultant/Contractor’s liability for such claim, including the cost to defend, shall not exceed the Consultant/Contractor’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 Consultant/Contractors. City reserves right to employ other Consultant/Contractors in connection with this Project. 9 55452.01100\31193624.5
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/Contractor 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/Contractor include all personnel, employees, agents, and subconsultants/subcontractors of Consultant/Contractor, 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.
3.5.14 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/Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant/Contractor, to solicit or secure this Agreement. Further, Consultant/Contractor 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/Contractor, 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 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.
3.5.19 Equal Opportunity Employment. Consultant/Contractor 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 10 55452.01100\31193624.5
advertising, layoff or termination. Consultant/Contractor shall also comply with all relevant provisions of City, state and federal grant requirements and related programs, policies and guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant/Contractor 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/Contractor 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.
3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in 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/Contractor 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 FOLLOWING PAGE]
11 55452.01100\31193624.5
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:________________________________
Andy Hall, City Manager
ATTEST: Dated: _________________________
_____________________________
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
CONSULTANT/CONTRACTOR:
By:_____________________________
(Name, Title)
Dated: _________________________
By:_____________________________
(Name, Title)
Dated: _________________________
12 55452.01100\31193624.5
EXHIBIT "A"
SCOPE OF SERVICES
Consultant/Contractor shall perform the following services for the City (collectively, the “Services”) to the City’s satisfaction:
13 55452.01100\31193624.5
EXHIBIT "B"
SCHEDULE OF SERVICES
Consultant/Contractor shall diligently perform the Services to the City’s satisfaction according to the timeframe(s) requested by the City within the term of the Agreement and shall meet all established schedules and deadlines.
55452.01100\31193624.5
14 EXHIBIT “C”
INSURANCE REQUIREMENTS
3.2.12 Insurance.
3.2.12.1 Time for Compliance. Consultant/Contractor 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/Contractor shall not allow any subconsultant/subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant/subcontractor 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/Contractor, 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/Contractor 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/Contractor’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 broad 55452.01100\31193624.5
15 to respond to the duties and obligations as is undertaken by Consultant/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/Contractor 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, agents, and volunteers 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/Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant/Contractor 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 non-payment 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 non-payment 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:
(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. 55452.01100\31193624.5
16 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/Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant/Contractor 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/subcontractors.
3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured 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/Contractor, 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/Contractor 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/Contractor or City will withhold amounts sufficient to pay premium from Consultant/Contractor 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.
3.2.12.12 Enforcement of Agreement Provisions (non estoppel).
Consultant/Contractor acknowledges and agrees that actual or alleged failure on the part of the 55452.01100\31193624.5
17 City to inform Consultant/Contractor 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. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.2.12.14 Insurance for Subconsultants/Subcontractors.
Consultant/Contractor shall include all subconsultants/subcontractors engaged in any work for Consultant/Contractor relating to this Agreement as additional insureds under the Consultant/Contractor's policies, or the Consultant/Contractor shall be responsible for causing subconsultants/subcontractors 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/subcontractor's policies. All policies of Commercial General Liability insurance provided by Consultant/Contractor’s subconsultants/subcontractors 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/Contractor shall not allow any subconsultant/subcontractor to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant/subcontractor’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant/Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.
55452.01100\31193624.5
18 EXHIBIT “D”
COMPENSATION
In full compensation for the Services rendered by the Consultant/Contractor under the Agreement, the City shall pay the Consultant/Contractor for actual work performed at the following hourly rates:
[INSERT RATE TABLE]
Maximum compensation under this Agreement shall not exceed $XX,XXX without the City’s prior written approval. There are no reimbursable expenses under this Agreement except as expressly provided below.
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19 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.
Dated: ________________________________
________________________________
(“CONSULTANT/CONTRACTOR”)
By: ________________________________
________________________________
Title
________________________________
Address