REQUEST FOR PROPOSALS
Occupational Health
Services
PROPOSAL # HR-24-25-13
TABLE OF CONTENTS
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
SECTION A
NOTICE INVITING PROPOSALS
PROPOSAL INSTRUCTIONS
DOCUMENT CHECKLIST
SECTION B
SCOPE OF WORK
RESPONSE FORMAT AND SELECTION CRITERIA
SECTION C
NOTICE TO PROPOSERS REGARDING CONTRACTUAL REQUIREMENTS
REFERENCES
ACKNOWLEDGEMENT AND ACCEPTANCE OF SCOPE OF WORK
CITY OF SANTA CLARITA DISCLOSURE STATEMENT
SECTION D
SAMPLE PROFESSIONAL SERVICES AGREEMENT – STANDARD
EXHIBIT A
CURRENT CONTRACT RATES
SECTION A
RFP Information & Instructions
CITY OF SANTA CLARITA REQUEST FOR PROPOSALS
Project Name: Occupational Health Services
Proposal #: HR-24-25-13
Dates Published: October 11, 2024
Last Day for Questions: November 12, 2024 before 11:00 AM (PT)
Proposal Closing: November 25, 2024 before 11:00 AM (PT)
Estimated Contract $ 305,000
Value:
Project Description: The City of Santa Clarita (City) is seeking a provider/providers of occupational health services to meet the occupational health needs of the organization. Proposers must be equipped to provide
occupational health services as outlined in this request for proposals. The contract for these services is expected to begin July 1, 2025.
Contact Information: Jaclyn Abston | [email protected]
Specifications for this request for proposals (RFP) may be downloaded from the City’s Purchasing website at: www.bidnetdirect.com//cityofsantaclarita. Please refer to specifications for complete details and RFP requirements. The specifications in this notice shall be considered a part of any contract made pursuant thereto. A paper copy of the RFP documents is available upon request in the City Clerk’s office, suite 120.
RFP Questions must be submitted electronically via the BidNet “Question and Answer” tab.
Addenda, if issued by the CITY, will be transmitted on BidNet. Addenda must be digitally acknowledged via BidNet in addition to a printed and signed version submitted with the proposal response. If addenda are not signed and submitted with the proposal res ponse, the submission may be deemed non - responsive and rejected.
PROPOSAL INSTRUCTIONS
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
1. SUBMITTING PROPOSALS.
1.1. The response must be submitted on this form and include all forms provided or information requested or required by the scope of work or specifications, (uploaded via BidNet).
1.2. All documentation of unit pricing or other cost breakdowns as outlined in this proposal must be submitted to support the total proposed price.
1.3. Proposals/corrections received after the closing time will not be accepted. The City will not be responsible for proposals not properly or timely, uploaded. Upon award, all submissions become a matter of public record.
2. ADDENDA. The City will not accept responsibility for incomplete packages or missing addenda. It is the vendor’s responsibility to monitor BidNet for release of the addenda prior to submission of the quote to make certain the package is complete and all required addenda are included. This information will be available via BidNet. Vendors are cautioned against relying on verbal information in the p reparation of proposal responses. All official information and guidance will be provided as part of this solicitation or written addenda. Addenda, if issued by the Agency, will be transmitted via BidNet. Addenda must be digitally acknowledged through BidNet in addition to a printed and signed version submitted with the proposal. If addenda are not signed and submitted with the proposal response, the proposal may be deemed non-responsive and rejected.
3. AWARDS.
3.1. The City reserves the right to waive any informality in any proposal.
3.2. This RFP does not commit the City to award a contract, or to pay any amount incurred in the preparation of the proposal. The City reserves the right to accept or reject all proposals received as a result of this request, to negotiate with any qualified consultant, or to cancel this RFP in part or in its entirety. The City may require the selected consultant to participate in negotiations and to submit such technical, price, or other revisions of the proposal as may result from negotiations.
The City reserves the right to extend the time allotted for the proposal, and to request a best and final offer, should it be in its best interest to do so.
3.3. The proposal may be awarded in its entirety as proposed; however, the City reserves the right to award elements of the work, independently, and to do portions “in-house.” Additionally, the City reserves the right to award subsequent work on this project based on information presented in this proposal, without recourse to a separate or subsequent RFP process, should it be in its best interest to do so.
3.4. The City may make an award based on partial items unless the proposal submitted is marked “All or none.” Where detailed specifications and/or standards are provided the City considers them
to be material and may accept or reject deviations. The list of proposals submitted will be posted on BidNet, normally within 24 hours.
4. BONDS.
4.1. When deemed necessary by the City, proposal bonds shall be furnished by all vendors in the amount of at least 10% of the total value of the proposal OR 10 % of the value of the 1st year of service for service projects, to guarantee that proposers will enter into contract to furnish goods or services at prices stated. The bonding company must be listed on Treasury Circular 570 and licensed to operate in the state of California.
4.2. Likewise, when deemed necessary, a Performance Bond and/or Material and Labor bonds may be required of the successful vendor when stated in the specification.
4.3. Original Bond or Cashier’s Check MUST be received AT CITY HALL, 23920 Valencia Blvd., Santa Clarita, CA 91355, ATTENTION SUITE 120 and marked with the words “ PROPOSAL BOND FOR” and the proposal #, NO LATER THAN the proposal due date and time, for the vendor to be considered responsive.
5. BRAND NAMES, ALTERNATIVES, OR EQUIVALENTS.
5.1. In the bid documents, the use of a specific manufacturer, brand or make does not restrict Bidders in their proposed solution. When brand names are used, it indicates the quality and utility of the article desired; thus, the bids submittal shall in all cases propose goods equal in quality and utility.
5.2. If Materials differing from stated specifications may be considered, provided such difference s are clearly noted and described. The City shall make the final determination of compliance with the specifications. If proposing an alternative or equivalent product, the Bidder shall provide the cut sheet/spec sheet or detailed product description for t he proposed product via email to [email protected] prior to the last day for questions. For each product proposed documentation provided must include a description reflecting the characteristi cs and level of quality that will satisfy the salient physical, functional, or performance characteristics of “equal” products specified in the solicitation. The proposal must clearly identify the item by brand name (if any), and make/model number, and ma y include descriptive literature such as illustrations, drawings, or a clear reference to previously furnished descriptive data or information available to the City. The proposal shall clearly describe any modifications the Bidder plans to make in a product to make it conform to the solicitation requirements.
5.3. The City has the option of accepting or rejecting any alternative or equivalent product. Exception is made on those items wherein identical supply has been determined a necessity and the notation NO SUBSTITUTE has been used in the specification section.
6. COOPERATIVE BIDDING. Other public agencies may be extended the opportunity to purchase off this solicitation with the agreement of the successful vendor(s) and the City. The lack of exception to this clause in vendor's response will be considered agreement. However, the City is not an agent of, partner to or representative of these outside agencies and is not obligated or liable for any action or
debts that may arise out of such independently negotiated "piggy-back" procurements.
7. DELIVERY. Unless otherwise specified, delivery shall be D.D.P., the City of Santa Clarita, site of user division and contract delivery may begin no later than fifteen (15) calendar days from receipt of order.
8. INVOICES. Invoices will be forwarded to:
City of Santa Clarita
HR - Human Resources
Attn: Jacqueline Huitink
23920 Valencia Blvd. Ste. 295
Santa Clarita, CA 91355-2196
Invoices will reflect the purchase order # and goods or service delivered in accordance with the terms of the contract. Invoice processing begins on receipt of the material or invoice, whichever is later.
9. DEPARTMENT OF INDUSTRIAL RELATIONS REQUIREMENTS . No proposer or subcontractor/subconsultant may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 [with limited exceptions from this requirement for proposal purposes only under Labor Code Section 1771.1(a)]. No proposer or subcontractor/subconsultant may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code Sectio n 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
10. PREPARATION. All proposals and required forms must be uploaded as laid out in the BidNet General Attachments Section.
10.1. For hard copy submissions, proposals must be typed or written in black ink except signatures.
Errors may be crossed out and corrected in ink, then initialed in ink by the person signing the proposal. In compliance with Resolution 93-9, all hard copy proposals and attachments must be submitted double-sided on recycled paper.
11. REJECTION. The City reserves the right to reject any or all proposals and to waive any informality in any proposal. The City may reject the proposal of any vendor who has previously failed to perform properly, or complete on time, contracts of a similar nature, or to reject the proposal of a vendor who is not in a position to perform such a contract satisfactorily. The City may reject the proposal of any vendor who is in default of the payment of taxes, licenses or other monies due to the City of Santa Clarita.
12. RENEWAL AND PRICING ADJUSTMENT. Contracts entered into pursuant to this RFP may be renewed annually, up to three times, in accordance with the terms of the contract. If not otherwise stated, the contract may be renewed if the new pricing of the contract does not change more than the Consumer Price Index - All Urban Consumers (not seasonally adjusted), Los Angeles Area -Riverside-Orange county area and prevailing wage rates, if applicable. The index level for the month preceding the month of solicitation advertisement will become the beginning index. The price adjustment limit will
be the percentage change based on the difference between the beginning level or the adjustment level last used and the index level for the pe riod 90 days prior to the award anniversary. The final adjusted amount will be determined by Purchasing staff. If a price adjustment is not requested prior to the award anniversary date, the previous year’s rates will apply. Proposer shall honor proposal prices for One-Hundred and Twenty Days (120 days) or for the stated contract period, whichever is longer.
13. LITIGATION WARRANTY. The bidding vendor, by bidding, warrants that the vendor is not currently involved in litigation or arbitration concern ing the vendor’s performance concerning the same or similar service to be supplied pursuant to this RFP and that no judgments or awards have been made against bidding vendor on the basis of vendor’s performance in supplying the same or similar service, unless such fact is disclosed to the City in the responding proposal. Disclosure may not disqualify the bidding vendor. The City reserves the right to evaluate proposals on the basis of the facts surrounding such litigation or arbitration and to require the selected vendor to furnish the City with a surety bond executed by a surety company authorized to do business in the State of California and approved by the City of Santa Clarita in a sum equal to one hundred percent (100%) of the contract price conditional on the faithful performance by selected vendor of the contract in the event the contract is awarded to selected vendor, notwithstanding the litigation or arbitration.
14. BEST AND FINAL OFFER . The City may request Best and Final offers based upon improved understanding of the offers or changed Scope of Work. Based on the initial proposals, the pre - proposal meeting, and Best and Final offers, if requested, the panel will select the proposal which best fulfills the requirements and is the best value to the C ity. The City will negotiate with that seller to determine final pricing, and contract form. Because this proposal is negotiable, all pricing data will remain confidential until after award is made, and there will be no public opening and reading of Proposals. Overall responsiveness to the Request for Proposals is an important factor in the evaluation process.
15. SUBCONTRACTORS. For all projects, the vendor must list any subcontractors/subconsultants that will be used, the work to be performed by them, and total number of hours or percentage of time they will spend on the project.
Each proposer must submit with their proposal the following:
• The Full name of each subcontracting firm as required by Government Code, Sec. 4201, typed or legibly printed.
• The address of each firm.
• The telephone number at the place of business.
• Work to be performed by each subcontracting firm.
• Total approximate dollar amount of each subcontract.
Copies of subcontracts will be provided to the City Engineer upon their request.
16. TERMINATION. The City may terminate any purchase, service or contract with or without cause either verbally or in writing at any time without penalty.
The City of Santa Clarita’s “Terms and Conditions” is found on a separate attachment in BidNet.
DOCUMENTS CHECKLIST
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
In addition to the items requested for the proposal the following documents are required to be completed and submitted by the proposer.
The following documents must be provided by ALL proposers:
Uploaded via BidNet (see Section C)
❑ Response File
❑ Cost File (to be submitted separately from Response File) ❑ Notice to Proposers Regarding Contractual Requirements ❑ Designation of Subcontractors/Subconsultants
❑ References
❑ Acknowledgement and Acceptance of Scope of Work
❑ City of Santa Clarita Disclosure Statement
❑ All signed addendums (if any) – Digitally acknowledged on BidNet in addition to uploaded via BidNet
The following documents must be provided by the AWARDEE ONLY (With Agreement) Delivered to City Hall, Attn: Jacqueline Huitink
❑ Professional Services Agreement
❑ Insurance Required by Contract
❑ W-9 Form
SECTION B
Solicitation Information
SCOPE OF WORK
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
EVENT DATE
Solicitation advertisement October 11, 2024
Last day for questions November 12, 2024
Return of proposals November 25, 2024
Evaluations of proposals November 25, 2024
Contract award January 28, 2025
*Dates are subject to change at the City’s discretion*
Scope of Work
1. BACKGROUND
The City of Santa Clarita (C ity) is looking for an agency or agencies to provide occupational health services to meet the occupational health needs of our organization. Proposers must be equipped to provide the majority of occupational health services, as required per these specifications, and must meet and adhere to all relevant local, state, and federal laws and regulations along with any other requirements included in this solicitation. This contract is expected to begin July 1, 2025.
2. OBJECTIVES
The purpose of this Request for Proposal s (RFP) is to provide occupational health services in compliance with City policies and any applicable local, state, and federal laws and regulations.
3. DEFINITION OF ACRONYMS
3.1. “City” means the municipal corporation of the City of Santa Clarita, California.
3.2. “Contract” means the agreement for the procurement of goods, equipment, materials, software, maintenance, contracted services, professional services, or concessions.
3.3. “Services” means and refers to all services listed in, but not limited to, Section 4.1
3.4. Department of Transportation (DOT) Regulations: refers to PUB. L. No. 102-143, 105 Stat. 952, as amended
3.5. “Contractor” means the agency providing occupational health services
3.6. “Summer hiring” refers to the influx hiring (150 to 200 candidates) of candidates for designated recreation programs or roles that are typically hired during a specific time of year (March through June).
4. SUPPLIER RESPONSIBILITIES
4.1. The contractor must be equipped to provide the services listed in accordance with applicable local, state, and federal laws and regulations.
4.1.1. Pre-employment physical examinations based on job descriptions, including but not limited to, whisper and basic vision tests.
4.1.2. Special summer hiring pre-employment physical examination annual rates due to the hiring volume between the months of March and June. The volume ranges between 150 to 200 candidates approximately per year.
4.1.3. Drug Screening: Performing drug testing for non-Department of Transportation related purposes.
4.1.4. Medical Review Officer (MRO) Services: MRO services for drug test result verification when a positive result occurs from a drug screen. Results must be made available to the City within 24 hours of the MRO verifying results.
4.1.5. Tuberculosis (TB) Skin Test: Administering and reading TB skin tests.
4.1.6. Chest X-Ray (single view for TB): Providing chest X-ray services for TB screening.
4.1.7. Hepatitis B Vaccine (3 Short Series): Administering Hepatitis B vaccination in a 3- dose series.
4.1.8. Fit for Duty Examination: Evaluating employees' fitness to perform specific job duties.
4.1.9. Department of Transportation (DOT) Physical Recertification: Conducting physical examinations required for DOT certification, including vision screening. (PUB. L. No. 102-143, 105 Stat. 952, as amended).
4.1.10. DOT Drug Screen: Performing drug testing as per DOT regulations. (PUB. L. No. 102-143, 105 Stat. 952, as amended).
4.1.11. Regulated DOT Breath Alcohol Test: Administering breath alcohol tests in compliance with DOT requirements. (PUB. L. No. 102-143, 105 Stat. 952, as amended).
4.1.12. Non-Regulated Breath Alcohol Test: Conducting breath alcohol tests for non-DOT related testing.
4.1.13. DOT Random Selection Testing: Conducting Random Selection Testing for the City’s DOT Program in compliance with the Federal Motor Carrier Safety Administration (FMCSA) via a scientifically valid method (66 FR 43103, Aug. 17, 2001, as amended at 67 FR 61821, Oct. 2, 2002; 68 FR 75459, Dec. 31, 2003; 81 FR 68346, Oct. 4, 2016; 86 FR 57069, Oct. 14, 2021)
4.2. Special Summer Hiring Events: Contractor shall be available to the City for one to three special onsite events per fiscal year (July 1- June 30). During the onsite event, physical examinations, drug screens, and TB testing services will be provided. The event date and location shall be determined by the City and coordinated with contractor. Events are expected to occur between the months of March and June.
4.3. Availability: The contractor must have availability for these services on weekdays and weekends. Contractor shall have appointment availability and walk-in services.
4.4. Timely Service Delivery: The contractor must perform all requested services in a timely manner, adhering to mutually agreed-upon schedules and timelines. The contractor shall exert reasonable efforts to accommodate the City’s preferred timeframes for
service delivery. Appointments shall be available to referred candidates to minimize wait times at clinics.
4.5. Notification of Service Delays: In the event any unforeseen circumstances lead to a delay in providing services and/ or results, the contractor shall promptly notify the City within 48 hours of the delay via email notification. The notification must include the reasons for the delay and an updated timeline for service delivery.
4.6. Additional Services and Cost Notification: If, during the course of providing the agreed- upon services, the contractor identifies the need for any additional services beyond what is originally requested, they shall inform the City promptly. Furthermore, the provider must provide a detailed breakdown of the additional services' costs and obtain approval from the City before proceeding with the services.
4.7. Records: Contractor must maintain accurate and confidential records of employee health assessments and services provided. Records shall be made accessible to the City for audit and compliance reviews.
4.8. Licensing and Permits: The contractor shall be responsible for acquiring and maintaining all necessary permits, licenses, and certificates required to perform the specified services. The provider must keep these documents up to date and available for inspection by the City or relevant regulatory authorities upon request.
4.9. Staff: Contractor must train all occupational health staff appropriately to ensure protocols, policies, laws, and regulations are followed and ensure high quality service delivery. Additionally, contractor must ensure only qualified personnel are assigned to perform required services.
5. DELIVERABLES AND TIMELINES
5.1. Contractor personnel must be available to meet with City staff quarterly to discuss operations, evaluate strategies for improvement, business hours, pricing schedules, state and federal law changes and requirements, and other topics as necessary. Contractor must notify the City of any business hour changes seven days in advance of the change and provide a new schedule to City staff/representatives.
5.2. Billing: Invoices shall be provided to City representatives with details of services acquired per candidate, charges, and grand total. Invoices shall be sent no more than ten ( 10) calendar days following the end of each month. If an invoice requires adjustments, the contractor shall provide a corrected invoice within 48 hours of requested correction.
5.3. Locations: Contractor must provide a list of all clinic locations, including, but not limited to those in the State of California.
5.4. Health Assessments and Test Results: Contractor staff shall provide forms and results completed to its entirety to the City 24 hours after a result is available for each service requested. Should the contractor have a delay in providing services and/ or results, the contractor shall promptly notify the City within 48 hours of the delay. The notification must includ e the reason(s) for the delay and an updated timeline for service delivery. Health assessments and test results shall be made accessible to City representatives preferably through an online portal or another confidential method.
6. REPORTS AND MEETINGS
6.1. Contractor shall provide a list of appropriate contacts to City representatives. Contacts provided shall be available to answer questions or concerns during the City’s business hours, 7:30 a.m. to 5:30 p.m., Monday through Thursday, 8:00 a.m. to 5:00 p.m., Fridays, and the business hours of the contractor’s clinic site(s). Contractor shall attend quarterly meetings with City representatives to discuss operations, evaluate strategies for improvement, pricing schedules , business hours , federal and state law changes and requir ements, and other topics , as necessary. A schedule of meetings will be distributed and agreed upon prior to the start of the new calendar year.
7. CITY RESPONSIBILITIES
7.1. The City shall provide appropriate job descriptions for the purpose of physical examinations.
7.2. The City shall provide signed health authorizations that include necessary authorized health services for the purpose of the occupational health visit.
7.3. The City shall provide access to a facility for summer events, when needed.
7.4. The City shall provide a list of City representatives to contractor.
RESPONSE FORMAT AND SELECTION CRITERIA
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
1. RESPONSE FORMAT - The organization of the response and cost files is described in this section of the Request for Proposals (RFP). All potential vendors must follow this format.
1.1. RESPONSE FILE:
1.1.1. Introduction - A general introduction and description of the proposal shall be provided.
The introduction shall include background information, including experience, qualifications, and details of any similar contracts. This section should also include business locations and hours of operation. The format of the introduction is at the discretion of the proposer.
1.1.2. References - The respondent shall provide a contact information for a minimum of two references. References shall be similar clients.
1.1.3. Scope of Work Response - Narrative plans shall be prepared for each supplier responsibilities, deliverables, due dates, schedules, and timelines identified in the Scope of Work. Plans shall be clear of how expectations will be met by respondent.
1.1.4. Contractor Personnel - A list of personnel who will be involved in providing services to the City. The list must include name, qualifications, and experience.
1.2. COST FILE – Statement of Offer and Signature - The proposal shall be signed by an individual authorized to bind the consultant, shall contain a statement to the effect that the proposal is a firm offer for a 120-day period, and shall contain a statement that the proposed work will be performed at the “not-to-exceed” price. This will include all deliverables and meeting attendance as laid out in the scope of work.
1.2.1 Costs: Respondent must provide a detailed cost proposal, including fees for all services listed in section 4.1, outlined in the RFP.
1.2.2 Respondent must provide a list of any additional costs or potential cost variations.
2. SELECTION CRITERIA - The overall criteria are listed below. As proposals are considered by the City to be more equal in their technical merit, the evaluated cost or price becomes more important so that when technical proposals are evaluated as essentially equal, cost or price may be the deciding factor.
2.1. SCORING CRITERIA:
2.1.1. Respondent qualifications
2.1.2. Experience on similar services
2.1.3. Cost of services provided
2.1.4. Business locations and hours
2.1.5. Thoroughness of proposal, approach to providing services, and ability to provide services to meet objectives and supplier responsibilities.
2.2. During the selection process, the evaluation panel may wish to interview bidders with scores above a natural break. Should an interview process take place, the results of the interview will carry greater weight in the selection process. The City reserves the right to make a selection solely on the basis of the proposals without further contact.
SECTION C
Forms
NOTICE TO PROPOSERS REGARDING CONTRACTUAL REQUIREMENTS
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
1. SUMMARY OF CONTRACTUAL REQUIRMENTS
a. A contract is required for any service performed on behalf of the City of Santa Clarita (City).
b. By submitting a proposal, you have reviewed the sample contract documents contained within this request for proposals and agree to be bound by the requirements set forth.
c. Questions and requests for modification of these terms must be negotiated and approved prior to proposal submission and are at the full discretion of the City.
2. SUMMARY OF INDEMNITY AND INSURANCE REQUIREMENTS
a. These are the Indemnity and Insurance Requirements for Contractors providing services or supplies to City of Santa Clarita (City). By agreeing to perform the work or submitting a proposal, you verify that you comply with and agree to be bound by these requirements. If any additional Contract documents are executed, the actual Indemnity language and Insurance Requirements may include additional provis ions as deemed appropriate by City’s Purchasing Agent.
b. You should check with your Insurance advisors to verify compliance and determine if additional coverage or limits may be needed to adequately insure your obligations under this agreement. These are the minimum required and do not in any way represent or imply that such coverage is sufficient to adequately cover the Contractor’s liability under this agreement. The full coverage and limits afforded under Contractor’s policies of Insurance shall be availa ble to Buyer and these Insurance Requirements shall not in any way act to reduce coverage that is broader or includes higher limits than those required.
The Insurance obligations under this agreement shall be: 1—all the Insurance coverage and limits carried by or available to the Contractor; or 2 —the minimum Insurance requirements shown in this agreement, whichever is greater. Any insurance proceeds in excess of the specified minimum limits and coverage required, which are applicable to a given loss, shall be available to City.
c. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City be fore work begins. City reserves the right to require full -certified copies of all Insurance coverage and endorsements.
3. INDEMNIFICATION
a. To the fullest extent permitted by law, CONSULTANT shall defend (with legal counsel reasonably acceptable to CITY), inde mnify and hold harmless CITY and its officers, agents, departments, officials, representatives and employees (collectively “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of an employee of CONSULTANT or its subconsultants), expense and liability of every kind, nature and description that arise
from or relate to (including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, li tigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise from or relate to, directly or indirectly, in whole or in part, from: (1) CONSULTANT’s performance of Services und er this Agreement, or any part thereof; (2) any negligent act or omission of CONSULTANT, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control; (3) any actual or alleged infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other intellectual or proprietary right of any person or persons in consequence of the use by CITY, or any other Indemnitee, of articles or Services to be supplied in the performance of this Agreeme nt; or (4) any breach of this Agreement (collectively “Liabilities”). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent such Liabilities are caused by the sole negligence or willful misconduct of such Indemnitee, but shall apply to all other Liabilities. The foregoing shall be subject to the limitations of California Civil Code section 2782.8 as to any design professional services performed by CONSULTANT and in particular the limitation on CONSULTANT’s du ty to defend whereby such duty only arises for claims relating to the negligence, recklessness or willful misconduct of CONSULTANT as well as the limitation on the cost to defend whereby CONSULTANT will only bear such cost in proportion to CONSULTANT’s proportionate percentage of fault (except as otherwise provided in section 2782.8).
b. The foregoing indemnification provisions will not reduce or affect other rights or obligations which would otherwise exist in favor of the CITY and other Indemnitees.
c. CONSULTANT shall place in its subconsulting agreements and cause its subconsultants to agree to indemnities and insurance obligations in favor of CITY and other Indemnitees in the exact form and substance of those contained in this Agreement.
4. INSURANCE
a. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $1,000,000
Professional liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
b. Commercial general liability insurance will meet or exceed the req uirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance wil l be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a “claims
made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.
c. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to renew the insurance for a period of at least three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.
d. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, including endorsements, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with California-admitted insurers with (other than workers compensation) a current A.M. Best Company Rating of at least “A:VII.”
e. Waiver of Subrogation: The insurer(s) agree to waive all rights of subr ogation against CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of the workers compensation policy which arise from work performed by CONSULTANT for CITY.
f. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to TERMINATION section. In the alternative, should CONSULTANT fail to meet any of the insurance requirements under this Agreement, City may terminate this Agreement immediately with no penalty.
g. Should CONSULTANT’S insurance required by this Agreement be cancelled a t any point prior to expiration of the policy, CONSULTANT must notify City within 24 hours of receipt of notice of cancellation.
Furthermore, CONSULTANT must obtain replacement coverage that meets all contractual requirements within 10 days of the prior i nsurer’s issuance of notice of cancellation. CONSULTANT must ensure that there is no lapse in coverage.
h. The CITY shall be entitled to any coverage in excess of the minimums required herein.
I have read and understand the above requirements and agree to be bound by them for any work performed for the City.
Authorized Signature: ______________________________ Date: ___________________
Printed Name: ____________________________________
DESIGNATION OF SUBCONTRACTORS/SUBCONSULTANTS
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
Listed below are the names and locations of the places of business of each subcontractor, supplier, and vendor who will perform work or labor or render service in excess of ½ of 1 percent, or $10,000 (whichever is greater) of the prime contractor's total bid . If no Subcontractors will be used fill out the form with NA. Please add additional sheets if needed.
Subcontractor
DIR Registration No. Dollar Value of Work
Location and Place of Business
Bid Schedule Item No’s: Description of Work
License No.
Exp. Date: / / Phone ( )
Subcontractor
DIR Registration No. Dollar Value of Work
Location and Place of Business
Bid Schedule Item No’s:
Description of Work
License No.
Exp. Date: / / Phone ( )
Subcontractor
DIR Registration No. Dollar Value of Work
Location and Place of Business
Bid Schedule Item No’s: Description of Work
License No.
Exp. Date: / / Phone ( )
NOTE: A contractor or subcontractor shall not be qualified to propose on, be listed in a proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently reg istered and qualified to perform public work pursuant to Section 1725.5 of the Labor Code. It is not a violation of this section fo r an unregistered contractor to submit a proposal that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 of the Labor Code at the time the contract is awarded.
REFERENCES
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
The following are the names, addresses, and telephone numbers of three public agencies for which proposer has performed work of a similar scope and size within the past 3 years. If the instructions on this form conflict with the references requested in the scope of work, the scope of work shall govern. Complete this form out accordingly. Fill out this form completely and upload it with your proposal.
1. __________________________________________________________________________________ Name and Address of Owner / Agency
__________________________________________________________________________________ Name and Telephone Number of Person Familiar with Project
__________________________________________________________________________________ Contract Amount Type of Work Date Completed
2. __________________________________________________________________________________ Name and Address of Owner / Agency
__________________________________________________________________________________ Name and Telephone Number of Person Familiar with Project
__________________________________________________________________________________ Contract Amount Type of Work Date Completed
3. __________________________________________________________________________________ Name and Address of Owner / Agency
__________________________________________________________________________________ Name and Telephone Number of Person Familiar with Project
__________________________________________________________________________________ Contract Amount Type of Work Date Completed
ACKNOWLEDGEMENT & ACCEPTANCE OF SCOPE OF WORK
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
By providing the three (3) required signatures below, the Contractor acknowledges full understanding, complete agreement to, and accepts in its entirety, all Scope of Work for the Occupational Health Services.
The Contractor will be expected to perform maintenance practices and uphold the standards herein to the established Scope of Work throughout the length of the contract.
*Supervisor’s Signature:___________________________________________Date:__________
*Estimator’s Signature:____________________________________________Date:__________
*Owner’s Signature:______________________________________________Date:__________
*All three signatures required
CITY OF SANTA CLARITA DISCLOSURE STATEMENT
PROPOSAL # HR-24-25-13
Occupational Health Services
City of Santa Clarita, California
The following information must be disclosed:
1. List the names of all persons having a financial interest in the Request for Proposals.
2. If any person identified pursuant to No. 1 above is a corporation or partnership, list the names of all individuals owning more than ten percent of the shares in the corporation or owning any partnership interest in the partnership.
3. If any person identified pursuant to No. 1 above is a non-profit organization or a trust, list the names of any persons serving as a director of the non-profit organization or as a trustee or beneficiary or trustor of the trust.
4. Has the offeror had more than $250.00 worth of business transacted with any member of the City of Santa Clarita staff, boards, commissions, committees, and Council within the past twelve months? If yes, please indicate the person(s) with whom you have conducted business.
NOTE: Attach additional pages as necessary.
_________________________________
Signature of Offeror
_________________________________
Print or Type Name of Offeror
_________________________________
Date
SECTION D
Sample Contract
STANDARD AGREEMENT – SAMPLE ONLY
CON-6
Council Approval Date:________
Agenda Item: ________
Contract Amount:________
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA AND
FOR
This AGREEMENT by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city (“CITY”) and _______________________________________, a ________________________________________________________ (“CONSULTANT”), and is dated ________________________.
CONSIDERATION.
As partial consideration, CONSULTANT agrees to perform the Services listed in the SCOPE OF SERVICES, below; and
As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; and
As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed dollars ($ ) for CONSULTANT’s Services. CITY may modify this amount as set forth below.
Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit(s) “ ” which is/are incorporated by reference.
SCOPE OF SERVICES.
CONSULTANT will perform Services listed in the attached Exhibit(s) “ ” which is/are incorporated by reference.
CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the Services and provide the professional Services required of CONSULTANT by this Agreement.
PERFORMANCE STANDARDS.
By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY.
CONSULTANT will perform its Services in a skillful manner, comply fully with all City established criteria, and with all applicable federal, state, and local laws, codes, and professional standards.
CONSULTANT agrees to comply with all applicable federal and state employment laws regulations and rules including those that relate to minimum hours and wages, occupational health and safety, workers compensation insurance and state, county and local orders.
CONSULTANT will staff this Agreement with personnel qualified to adequately and professionally perform the Services.
CONSULTANT will not subcontract any portion of these Services without the CITY’s prior written approval.
CITY’s approval of any payment, or conducting of any inspection, reviews, approvals, or oral statements, or any governmental entity’s certification, will in no way limit the CONSULTANT’s obligations under this Agreement or CONSULTANT’s complete responsibility for all Services hereunder.
PAYMENTS.
For CITY to pay CONSULTANT as specified by this Agreement and as provided in attached Exhibit(s) “ ” , CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit(s) “ ” ) the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that Services during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date.
CITY may withhold all or a portion of payment otherwise due in the event that Services are either improperly or not performed.
PROJECT COORDINATION AND SUPERVISION.
CONSULTANT will assign as CONSULTANT’s Project Manager and will be responsible for job performance, negotiations, contractual matters, and coordination wi th CITY’s Project Manager.
CONSULTANT may change its Project Manager only with CITY consent.
CITY will assign as CITY’s Project Manager, will be personally in charge of and personally superv ise or perform the technical execution of the project on a day-to-day basis on behalf of CITY, and will maintain direct communication with CONSULTANT’s Project Manager. CITY may change its Project Manager at any time with notice to CONSULTANT.
NON-APPROPRIATION OF FUNDS . Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT Services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.
FAMILIARITY WITH SERVICES AND SITE.
By executing this Agreement, CONSULTANT represents that it has:
i. Carefully investigated and considered the scope of Services to be performed; and
ii. Carefully considered how the Services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement.
B. If the Services under this Agreement are to be performed upon any site, or otherwise require CONSULTANT to access a site, by executing this Agreement CONSULTANT represents that it has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the Services under this Agreement.
TERM.
B. The term of this Agreement will be from ________ _ to _________ .
Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances:
i. Completion of the Services specified in Exhibit(s) “ ”, or
ii. Termination pursuant to Section 17 TERMINATION.
C. Except as otherwise separately and expressly provided by the CITY in writing, the provisions of this Agreement shall survive any expiration, breach, or termination of this Agreement, and any completion of the Services.
TIME FOR PERFORMANCE . CONSULTANT wil l not perform any Services under this Agreement until:
D. CONSULTANT furnishes proof of insurance as required under Section 24 INSURANCE; and
E. CITY gives CONSULTANT a written notice to proceed.
Should CONSULTANT begin Services on any phase in advance of receiving written authorization to proceed, any such professional Services are at CONSULTANT’s own risk.
SCHEDULE OF PERFORMANCE AND EXTENSIONS.
F. Should the progress of the Services under this Agreement at any time fall behind schedule for any reason other than excusable delays CONSULTANT shall apply such additional manpower and resources as necessary to bring progress of the Services under this Agreement back on schedule and consistent with the standard of professional skill and care required by this Agreem ent. Time is of the essence in the performance of this Agreement.
G. Should CONSULTANT be delayed by causes beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted Services. If delay occurs, CONSULTANT must notify t he CITY’s designated representative within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The CITY will extend the completion time, when appropriate, for the completion of the contracted Services.
CHANGES. CITY may order changes in the Services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordin gly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the Services will be determined in accordance with written agreement between the parties.
ADDITIONAL SERVICES.
H. The CITY may request CONSULTANT to provide Services in addition to Scope of Services, called “Additional Services”. Additional Services that incur additional costs (contingency) of up to 15% of the total contract amount must be authorized by CITY by change order or other documented means. Costs beyond this amount must first be approved by CITY in accordance with applicable thresholds and
procedures. Additional Services must be authorized by CITY in writing prior to performance. CONSULTANT shall be compensated for Additional Services as set forth in Exhibit(s) “ ” or as specified in the written authorization.
I. If CONSULTANT believes Additional Services are needed to complete the Scope of Services, CONSULTANT will provide the CITY with wri tten notification that contains a specific description of the proposed additional Services, reasons for such additional Services, and a detailed proposal regarding cost. CITY is under no obligation to approve any increase in the agreed-upon costs for the performance of this Agreement.
PERMITS AND LICENSES . CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of Services under this Agreement.
SITE INSPECTION; DISCOVERY OF HAZARDOUS MATERIALS OR LATENT CONDITIONS. The discovery, presence, handling or removal of hazardous substances is outside of CONSULTANT’s expertise, unless otherwise specified in Exhibit(s) “ ” , and is not included in the scope of Services. Should CONSULTANT discover any hazar dous material, or latent or unknown conditions that may materially affect the performance of the Services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.
PREVAILING WAGES. CONSULTANT shall comply with the California Prevailing Wage Law to the extent it applies to work performed under this Agreement. If applicable, CONSULTANT shall pay prevailing wages to its employees and shall comply with the additional provisions set forth below:
CONSULTANT shall pay prevailing wages to its employees on any agreement when required by applicable law. Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Agreement, as determined by the Director of the State of California Department of Industrial Relations, are on file at the County’s Capital Projects Office and may be obtained from the California Department of Industrial Relations website http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONSULTANT shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsultants shall k eep and maintain accurate employee payroll records for Work performed under the Agreement. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. CONSULTANT shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Agreement.
CONSULTANT acknowledges and agrees that it will comply with AB 1768 (effective January 1, 2020), which amended and expanded the definition of “construction” for which prevailing wages must be paid to include “work performed during the
design, site assessment, feasibility study, and other pre -construction phases of construction…regardless of whether any further construction work is conducted…”
CONSULTANT shall forfeit, as a penalty to Owner, the penalty or penalties as provided by the California Labor Code, for each laborer, workman, or mechanic employed in performing labor in and about the Work provided for in the Agreement for each day, or portion thereof, that such laborer, workman or mechanic is paid less than the said stipulated rates for any work done under the Agreement by him or her or by any Subconsultant under him or her, in violation of Articles 1 and 2 of Chapter 1 of Part 7 of Division II of the California Labor Code. The sums and amounts which shall be forfeited pursuant to this Paragraph and the terms of the California Labor Code shall be withheld and retained from payments due to CONSULTANT the California Labor Code, but no sum shall be so withheld, retained or forfeited except from the final payment without a full investigation by either the State Department of Industrial Relations or by Owner. The Labor Commissioner pursuant to California Labor Code §1775 shall determine the final amount of forfeiture.
CONSULTANT shall insert in every subcontract or other arrangement which CONSULTANT may make for performance of Work or labor on Work provided for in the Agreement provision tha t Subconsultant shall pay persons performing labor or rendering service under subcontract or other arrangement not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and n ot less than the general prevailing rate of per diem wages for holiday and overtime work fixed in the California Labor Code.
CONSULTANT and Subconsultants must keep accurate payroll records, showing the name, address, social security number, work classific ation, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the Work of the Agreement Documents. Each payroll recor d shall contain or be verified by a written declaration as required by Labor Code Section 1776. The payroll records enumerated above must be certified and shall be available for inspection at all reasonable hours at the principal office of CONSULTANT as required by Labor Code Section 1776. This Project is subject to prevailing wage compliance monitoring and enforcement by the Department of Industrial Relations.
WAIVER. CITY’s review or acceptance of, or payment for, Services or product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition con tained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different character.
TERMINATION.
Termination for Convenience. CI TY may terminate this Agreement at any time with or without cause by written notice to CONSULTANT.
CONSULTANT will be entitled to recover its costs expended up to the termination plus reasonable profit thereon to the termination date not to exceed the total costs under Section 1(C), but may recover no other loss, cost, damage, or expense.
Termination for Cause. CITY may terminate this Agreement in whole or part for default should CONSULTANT commit a material breach of this Agreement, and such breach has not been cured within fifteen (15) calendar days of the date of CITY’s written notice to CONSULTANT demanding such cure. In the event CITY terminates this Agreement for default, CONSULTANT will be liable to CITY for all costs to cure the deficiencies, and all loss, cost, expense, damage, and liability resulting from such breach and termination.
Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any Services performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT’S own cost; CITY will not be obligated to compensate CONSULTANT for such Services.
Upon a termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will become CITY’s property and CONSULTANT will deliver any such items in its possession to CITY within thirty (30) days of termination.
Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms Services similar to those terminated.
OWNERSHIP OF DOCUMENTS . All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY’s property.
CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of CONSULTANT’s Services for purposes other than identified in this Agreement is at CITY’s own risk.
PUBLICATION OF DOCUMENTS . Except as necessary for performance under this Agreement, CONSULTANT will not release copies, sketches, or graphs of materials, including graphic art servi ces, prepared pursuant to this Agreement to any other person or public entity without CITY’s prior written approval. All press releases, including graphic display information
to be published in newspapers or magazines, will be approved and distributed sol ely by CITY, unless otherwise provided by written agreement between the parties.
INDEMNIFICATION AND LIABILITY.
To the fullest extent permitted by law, CONSULTANT shall defend (with legal counsel reasonably acceptable to CITY), indemnify and hold harmless CITY and its officers, agents, departments, officials, representatives and employees (collectively “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, economic harm, injury to or death of an employ ee of CONSULTANT or its subconsultants), expense and liability of every kind, nature and description that arise from or relate to (including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise from or relate to, directly or indirectly, in whole or in part, from: (1) CONSULTANT’s performance of Services under this Agreement, or an y part thereof; (including any additional services authorized by CITY in writing) (2) any negligent act or omission of CONSULTANT, any subconsultant, anyone directly or indirectly employed by them, or anyone that they control; (3) any actual or alleged inf ringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other intellectual or proprietary right of any person or persons in consequence of the use by CITY, or any other Indemnitee, of articles or Services to be s upplied in the performance of this Agreement; or (4) any breach of this Agreement (collectively “Liabilities”). Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent such Liabilities are caused by the sole negligence or willful misconduct of such Indemnitee, but shall apply to all other Liabilities. The foregoing shall be subject to the limitations of California Civil Code section 2782.8 as to any design professional services performed by CONSULTANT and in pa rticular the limitation on CONSULTANT’s duty to defend whereby such duty only arises for claims relating to the negligence, recklessness or willful misconduct of CONSULTANT as well as the limitation on the cost to defend whereby CONSULTANT will only bear such cost in proportion to CONSULTANT’s proportionate percentage of fault (except as otherwise provided in section 2782.8).
The foregoing indemnification provisions will not reduce or affect other rights or obligations which would otherwise exist in favor of the CITY and other Indemnitees.
CONSULTANT shall place in its subconsulting agreements and cause its subconsultants to agree to indemnities and insurance obligations in favor of CITY and other Indemnitees in the exact form and substance of those contained in this Agreement.
ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.
CONSULTANT or any subconsultant’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.
INDEPENDENT CONTRACTOR . CONSULTANT shall at all times be deemed an independent contractor wholly responsible for the manner in which it performs the Services, and fully liable for the acts and omissions of its employees, subconsultants and agents. Under no circumstances shall this Agreement be construed as creating an employment, agency, joint venture or partnership relationship between CITY and CONSULTANT, and no such relationship shall be implied from performance of this Agreement. Terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of Services only, and not as to means and methods by which such a result is obtained. CONSULTANT shall pay all taxes (including California sales and use taxes) levied upon this Agreement, the transaction, or the Services and/or goods delivered pursuant hereto without additional compensation, regardless of which party has liability for such tax under applicable law, and any deficiency, interest or penalty asserted with respect thereto. CONSULTANT shall pay all other taxes including but not limited to any applicable City business tax, not explicitly assumed in writing by CITY hereunder.
CONSULTANT shall comply with all valid administrative regulations respecting the assumption of liability for the payment of payroll taxes and contributions as above described and to provide any necessary information with respect thereto to proper authorities. CONSULTANT has no authority to bind the CITY.
AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all Services and matters covered under this Agreement. Those records include, without limitation, correspondence, internal memoranda, calculations, books and account s, accounting records documenting its services under its Agreement, and invoices, payrolls, records and all other data related to matters covered by this Agreement. CITY and its designees will have free access at all reasonable times to such records, including the right to audit, examine, and make copies, excerpts, and transcripts from such records, and to inspect all program data, documents, proceedings and activities. If CITY receives funds from another governmental entity for the payment in whole or part of the Services, that governmental entity will have all rights the CITY has under this Section.
CONSULTANT will retain all records subject to this Section for at least three (3) years after termination or final payment under this Agreement.
INSURANCE. [All insurance terms subject to review and approval of City Risk Manager] Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
Commercial general liability: $1,000,000/$2,000,000 (aggregate) Professional liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit of $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage for the policy coverage. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY.
Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to renew the insurance for a period of at least three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.
CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, including endorsements, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with California-admitted insurers with (other than workers compensation) a current A.M. Best Company Rating of at least “A:VII.” Waiver of Subrogation: The insurer(s) agree to waive all rights of subrogation against CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of the workers compensation policy which arise from work performed by CONSULTANT for CITY.
Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to contract language. In the alternative, should CONSULTANT fail to meet any of the insurance requirements under the Agreement, City may terminate this Agreement immediately with no penalty.
Should CONSULTANT’S insurance required by this Agreement be cancelled at any point prior to expiration of the policy, CONSULTANT must notify City within 24 hours of receipt of notice of cancellation. Furthermore, CONSULTANT must obtain replacement coverage that meets all contractual requirements within 10 days of the prior insurer’s issuance of notice of cancellation. CONSULTANT must ensure that there is no lapse in coverage.
The CITY shall be entitled to any coverage in excess of the minimums required herein.
COVID-19. CONSULTANT shall ensure its insurance coverages cover claims and/or losses related to the COVID-19 pandemic to the extent such insurance coverage is available. If such insurance is unavailable, but becomes available during the life of the contract, CONSULTANT shall procure a policy and name the City as additionally insured.
Primary/noncontributing. Coverage provided by CONSULTANT shall be primary and any insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before the CITY’S own insurance or self- insurance shall be called upon to protect it as a named insured.
Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the Services, which will include a schedule update and a sh ort narrative description of progress during the past month for each major task, a description of the Services remaining and a description of the Services to be done before the next schedule update.
DISPUTE RESOLUTION.
In the event of any dispute between CONSULTANT and CITY regarding any claim, demand or request by CONSULTANT for time, money, or additional compensation for any reason whatsoever CONSULTANT shall submit to CITY, within 21 days of CONSULTANT’s first knowled ge of the dispute, a written description of CONSULTANT’s claim, demand or request that provides a narrative of the pertinent events, the contractual basis of the CONSULTANT’s position, pricing calculations (if applicable) and attaches supporting documentation. CITY will then review the issue and make a decision thereon. If CONSULTANT shall fail to provide timely notice of any such claim, demand or request, then CONSULTANT shall waive is rights to such claim, demand or request, unless CONSULTANT can demonstrate a manifest lack of prejudice to CITY resulting from such late notice.
CONSULTANT shall continue its work throughout the course of any dispute, and CONSULTANT’s failure to continue work during a dispute shall be a material breach of this Agreement.
If the CITY denies CONSULTANT’s claim, demand, or request in whole or part and CONSULTANT disagrees, and the claim, demand or request exceeds $50,000 then the parties shall, as a precondition to initiating litigation, submit the dispute claim, demand, or re quest to the Los Angeles JAMS office for non -binding mediation under the appropriate rules. The parties may agree to any other dispute resolution process. Nothing herein will limit CONSULTANT’s obligation to timely submit to CITY a statutory Government C ode Claim, in accordance with Government Code sections 910 et seq.
NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to CONSULTANT:
If to CITY:
City of Santa Clarita
ATTN: Kenneth W. Striplin, City Manager
23920 Valencia Boulevard, Suite 300
ATTN: Santa Clarita, CA 91355
Any such written communications by mail will be conclusively deemed to have been received by the addressee three days after deposit thereof in the United States mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY’s Conflict of Interest Code (on fil e in the City Clerk’s Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to Section 27 NOTICES of any staff changes relating to this Agreement.
J. In accomplishing the Scope of Services of this Agreement, all officers , employees and/or agents of CONSULTANT(S), unless as indicated in Subsection (B), will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any office rs, employees, and/or agents of CONSULTANT, except as indicated in Subsection (B).
__________________
Initials of Consultant
In accomplishing the Scope of Services of this Agreement, CONSULTANT will be performing a specialized or general service for the CI TY, and there is substantial likelihood that the CONSULTANT’s Services product will be presented, either
written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT personnel shall be subject to the Dis closure Category “1” of the CITY’s Conflict of Interest Code:
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SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.
THIRD PARTY BENEFICIARIES. CONSULTANT’s subconsultants shall agree to be bound to the terms of the Agreement to the extent of their scope of services, including but not limited to, terms regarding indemnity and dispute resolution, and shall agree that CITY is deemed an express third party beneficiaries of their subconsultant agreement. Nothing in th is Agreement, however, shall operate to confer such or similar rights or benefits on persons or entities not party to this Agreement.
INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California. The exclusive venue for any action involving this Agreement will be in Los Angeles County.
ENTIRE AGREEMENT . This Agreement, and its Attachments, sets forth the entire understanding of the parties with respect to the subject matter hereof. There ar e no other understandings, terms or other agreements expressed or implied, oral or written.
There is/are ( ) Exhibits (s) to this Agreement. To the extent of a conflict between this Agreement and one of the Exhibits, the terms of the Agreement sha ll take precedence. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.
RULES OF CONSTRUCTION . Each party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either party.
SEVERABILITY. If any portion of this Agreement is declared by a court of com petent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.
AUTHORITY/MODIFICATION. The parties represent and warrant that all necessary action has been taken by the parties to authorize the undersigned to execute this Agreement and to engage
in the actions described herein. To th e extent of any contingency above the original Agreement amount previously approved by the CITY’s City Council, additional Services may be added to this Agreement by an additional authorization executed by both parties. This Agreement may be otherwise modified by written amendment, which generally requires approval of the CITY’s City Council. CITY’s City Manager, or designee, may execute any such authorization or amendment on behalf of CITY.
CAPTIONS. The captions of the sections and paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.
TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
DELAY. CONSULTANT shall complete all Services required by this Agreement within the times specified in the Agreement, except where (1) an event outside of CONSULTANT’s reasonable control causes a delay and (2) CONSULTANT promptly advises CITY of such delay (such prompt notice to occur no more than 15 days after the first occurrence of the delay). Such events shall be limited to: acts of neglect by CITY or CITY’s agents or by consultants when acting at CITY’s direction; breaches of this Agreement by CITY; Acts of God such as fire and flood; explosion, acts of terr orism, war and embargo; and other similar causes beyond the Parties’ reasonable control. In the event of an excusable delay the City may elect whether to terminate this Agreement or extend the time for performance.
FORCE MAJEURE. Except for defaults of subcontractors at any tier, CONSULTANT shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of CONSULTANT, including without limitation failure to reasonably mitigate any adverse impacts (Force Majeure).
Force Majeure events include the following: Acts of God, fires, floods, earthquake, other natural disasters, epidemics and pandemics (other than COVID -19 or variants), abnormal weather conditions beyond the parameters otherwise set forth in this Article, nuclear accidents, strikes, lockouts, freight embargos, interruptions in service by a regulated utility, or governmental statutes or regulations enacted or imposed after the fact (together, “force majeure events”).
PROTECTION OF RESIDENT WORKERS. The CITY actively supports the Immigration and Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers ma y hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S., and aliens authorized to work in the U.S.). The employer must verify the identity and employment eligibility of anyone to be hired, which includes com pleting the Employment Eligibility Verification Form (Form I -9), reviewing required proofs of both identify and employment authorization, and retaining the Form I-9 for the required period. Updated form I -9 information is available at www.uscis.gov. The CONSULTANT shall establish appropriate procedures and controls so no Services or products under the Agreement will be performed or manufactured by any worker who is not legally eligible to perform such Services or employment.
COVID-19. Prior to execution of the Agreement, the State of California declared a state of emergency and issued a stay at home order in connection with the COVID-19 pandemic, and the
County of Los Angeles (“County”) issued numerous orders relating to COVID-19, including without limitation an Order to Shelter in Place, originally dated March 17, 2020 (as subsequently extended and amended, including after the date of the Agreement, the “County Order”). In no event shall CONSULTANT be entitled to any additional compensation in connection with any delay or costs associated with the COVID 19 pandemic, the County Order, or any other governmental requirements or regulations in connection therewith, whether currently existing or hereinafter enacted. In the event of any conflict between the terms of this Section and any other provision of the Agreement, in all events, the terms of this Section shall control.
CONSULTANT’s safety and logistics plans prepared in connection with this Contract specifically takes into account the COVID-19 Pandemic, the County Order, and all other governmental requirements or regulations regarding COVID-19 as of the date of the Contract, including without limitation all safety measures required.
SAFETY OF PERSONS AND PROPERTY. CONSULTANT shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss, including without limitation the County Order and all other governmental requirements or regulations regarding COVID-19, all as may be amended from time to time.
FACSIMILE OR ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE .
The parties agree that this Agreement may be transmitted and signed by facsimile or electronic mail by either/any or both/all parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7.
STANDARD SUPPLEMENTAL PROVISIONS . Notwithstanding Section 32 ENTIRE AGREEMENT above, the following Standard Supplemental Provision(s), attached to this Agreement, is(are) incorporated herein by this reference and takes precedence over any conflicting provision of this Agreement: [Insert name of any applicable SSP(s), and attach only that SSP(s)—omit remaining SSP(s). Insert “None” if applicable.]___________________. [SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF , the parties hereto have executed this contract on the date set forth below.
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FOR CONSULTANT: IF CORPORATION:
By: By:
Print Name & Title Print Name & Title
Date: Date:
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
By:
City Manager
Date:
APPROVED AS TO FORM:
JOSEPH M. MONTES, CITY ATTORNEY
By:
City Attorney
Date:
EXHIBIT A
CURRENT CONTRACT RATES
EXHIBIT A