REQUEST FOR PROPOSALS
On-Call Environmental
Planning Services
PROPOSAL # PL-24-25-17
TABLE OF CONTENTS
PROPOSAL # PL-24-25-17
On-Call Environmental Planning 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
DESIGNATION OF SUBCONTRACTORS/SUBCONSULTANTS
REFERENCES
ACKNOWLEDGEMENT AND ACCEPTANCE OF SCOPE OF WORK
CITY OF SANTA CLARITA DISCLOSURE STATEMENT
EQUAL OPPORTUNITY/AFFIRMATIVE ACTION STATEMENT
SECTION D
SAMPLE PROFESSIONAL SERVICES AGREEMENT – STANDARD
SECTION A
RFP Information & Instructions
CITY OF SANTA CLARITA REQUEST FOR PROPOSALS
Project Name: On-Call Environmental Planning Services
Proposal #: PL-24-25-17
Dates Published: February 13, 2025
Last Day for Questions: March 5, 2025 before 11:00 AM (PT)
Proposal Closing: March 19 , 2025 before 11:00 AM (PT)
Estimated Contract $2,500,000
Value:
Project Description: The City is seeking to sele ct one or more consultants to provide as-needed environmental planning services to comply with the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) for developer and City projects.
Contact Information: Michele Arima | (661) 286-4066 | [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 response, the submission may be deemed non- responsive and rejected.
PROPOSAL INSTRUCTIONS
PROPOSAL # PL-24-25-17
On-Call Environmental Planning 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 brea kdowns as outlined in this proposal must be submitted to support the total proposed price.
1.3. Proposals/corrections received after the closing ti me 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 re lease 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 preparation of proposal responses. All o fficial 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.
3.5. Proposals and subsequent offers shall be effect ive/valid for a period of 180 days after the RFP due date. The City of Santa Clarita may request Proposers to extend the validity of proposals and offers for the City’s acceptance beyond the specified time period.
4. BONDS.
4.1. When deemed necessary by the City, proposal bo nds 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 comp any 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 rece ived AT CITY HALL, 23920 Valencia Blvd., Santa Clarita, CA 91355, ATTENTION SUITE 120 and ma rked 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 differences 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 descri ption for the proposed product via email to [email protected] prior to the last day for questio ns. For each product proposed documentation provided must include a description reflecting te characteristics 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 may include descriptive literature such as illustrations, drawings, or a clear reference to previously fu rnished 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 supp ly 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 ag reement. However, the Ci ty 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
CD - Planning
Attn: Andy Olson
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 pr oject (awarded on or after April 1, 2015) unless registered with the Department of Industrial Rela tions pursuant to Labor Code Section 1725.5. This project is subject to complianc e 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 (if requested), 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 sati sfactorily. 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 two times, in accordance with the te rms 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 period 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 concerning 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 on e 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 City. The City will negotiate with that seller to determine final pricing, and contract form. Because th is 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 # PL-24-25-17
On-Call Environmental Planning 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
Equal Opportunity/Affirmative Action 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: Andy Olson
Professional Services Agreement
Insurance Required by Contract
W-9 Form
SECTION B
Solicitation Information
SCOPE OF WORK
PROPOSAL # PL-24-25-17
On-Call Environmental Planning Services
City of Santa Clarita, California
EVENT DATE
Solicitation advertisement February 13, 2025
Last day for questions March 5, 2025
Return of proposals March 19, 2025
Evaluations of proposals March 19-March 28, 2025
Interviews (if necessary) March 31-April 4, 2025
Council Award May 13, 2025
*Dates are subject to change at the City’s discretion*
1. BACKGROUND
The City of Santa Clarita (City) requests proposals for on-call environmental consulting services according to the terms and conditions attached.
The City has expanded considerably through development and annexations over the last several years. The City anticipates submittal of several development projects over the next three to five years which will require preparation of California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) documents. In addition, the City initiates various capital improvement and other projects which require environmental services.
The City currently maintains an on-call environmental planning bench and seeks to enter new contracts when the existing contracts expire. Due to the volume of expected CEQA documents, the City desires to establish on-call contracts with one or more consultants to provide these services.
Individual task orders will be issued on a project-by-project basis under this on-call contract.
2. OBJECTIVES
2.1. The City is seeking to select one or more consultants to provide as-needed environmental planning services to comply with the CEQA and NEP A for de veloper and City projects. The following services shall be required:
2.1.1. To review and/or prepare technical studies and CEQA documents for development projects proposed by private entitlement applicants (e.g. applications for entitlements).
2.1.2. To prepare technical studies and environmental documents for the City of Santa Clarita, including but not limited to, annexations, code amendments, and other policies and programs.
2.1.3. To implement CEQA documents through mitigation monitoring and related services.
2.1.4. To conduct field monitoring services as needed.
2.1.5. To provide expert guidance and advice regarding environmental planning to the City as needed.
2.2. The consultant(s) selected through this pre-qualific ation process will be contracted for three years, with the option for two one-year extensions.
3. DEFINITIONS
3.1. In the preparation of this Request for Proposal the words “Bidder”, “Contractor”, and “Consultant” are used interchangeably.
CEQA – California Environmental Quality Act
EIR – Environmental Impact Report
IS – Initial Study
MMRP – Mitigation Monitoring and Reporting Program
MND – Mitigated Negative Declaration
ND – Negative Declaration
NEPA – National Environmental Policy Act
NOE – Notice of Exemption
RFP – Request for Proposals
4. SUPPLIER RESPONSIBILITIES
4.1. Technical Reports and Peer Review
The consultant(s) shall be responsible for preparing or reviewing technical studies for environmental planning purpose, including preparation of CEQA and NEPA environmental documents. Applicants for development projects who need to prepare technical studies will have the option to:
4.1.1. Use a pre-qualified consultant from this list, selected by the City; or,
4.1.2. Submit independent technical studies. If independent technical studies are provided, the City shall, as necessary, select a consultant from this list to peer review these studies.
Where required, the consultant(s) may be asked to peer review other environmental documents, studies, analyses, reports, and/or plans.
4.2. Environmental Documents
The consultant(s) may also be responsible for preparing environmental documents in compliance with CEQA and NEPA. The selected consultant(s) shall be placed on a pre-qualified list for environmental services. The types of documents which may be required include Initial Studies and Negative Declarations or Mitigated Negative Declarations, EIR Addenda, Subsequent or Supplemental EIRs, Notices of Exemption, Categorical Exclusions, and Environmental Assessments.
These documents are described in the Deliverables section below. The consultant(s) may be asked to provide peer review of City-prepared Notices of Exemption, Negative Declarations, and other documents.
On a project-by-project basis, the consultant(s) may also be responsible for supporting City staff at public outreach and community meetings with various neighborhood groups and community stakeholders, in study sessions, and at public hearings before the Planning Commission and/or the City Council. This may include providing expert testimony at public hearings.
4.3. Mitigation Monitoring and Reporting
The consultant(s) may also be responsible for supplying mitigation monitoring reporting and monitoring services as needed. This will include reviewing, tracking, and updating MMRP
documents as needed, as well as providing incidental field monitoring services.
4.4. Expertise
The consultant(s) may be consulted for guidance, options, opinions, and strategies related to environmental issues in support of City and private development projects. Consultant(s) should have expertise related to all typical environmental resource topics, including but not limited to, aesthetics, agriculture/forestry resources, air quality, biological resources, cultural resources, energy, geology and soils, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use/planning, mineral resources, noise, population/housing, public services, recreation, transportation, tribal cultural resources, utilities and service systems, and wildfire. The consultant(s) may be asked to provide staff training if necessary. In addition, the City may contract a consultant to support the processing of entitlement projects involving CEQA.
The City is typically the main point of contact for coordination with other agencies, such as the U.S.
Army Corps of Engineers. However, the consultant(s) may be contracted to support the City in coordination with resource agencies.
5. DELIVERABLES
Selected consultant teams may be expected to provide the following deliverables:
5.1. Technical Reports may be required to analyze private development projects and/or City projects.
These reports may include, but not be limited to, aest hetics and visual impacts, air quality, biological resources, cultural resources, geology and soils , greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, noise, transportation and traffic, and wildland fire.
5.2. Peer Review of applicant-provided technical reports. Entitlement applicants are permitted to submit technical reports evaluating their proposed projec ts. The consultant(s) shall be responsible for providing a peer review of these technical reports to determine whether they are technically accurate and sufficient for the CEQA document.
5.3. CEQA and NEPA documents, including, but not limited to:
5.3.1. Notices of Exemption, including supporting memoranda and technical studies, if required.
5.3.2. Initial Studies, resulting in Negative Declar ations, Mitigated Negative Declarations, or Environmental Impact Reports.
5.3.3. Environmental Impact Report Addenda and Subsequent and Supplemental Environmental Impact Reports.
5.3.4. Categorical Exemptions
5.4. Mitigation monitoring services and reports, such as providing periodic updates to MMRPs for projects in implementation and providing field services as required.
6. DUE DATES/SCHEDULES/TIMELINES
Following is a tentative schedule of events:
Milestone Date
Solicitation advertisement February 13, 2025
Last day for questions March 5, 2025
Return of proposals March 19, 2025
Evaluations of proposals March 19 to March 28, 2025
Interviews (if necessary) March 31 to April 4, 2025
Contract award May 13, 2025
7. REPORTS AND MEETINGS
The specific reports required from the consultant(s ) will depend on the requirements of each individual task order. The proposal and contract for each task order shall detail the required deliverables. In addition, all meetings will be scheduled on a project-specific basis and shall be detailed in individual task orders.
8. CITY RESPONSIBILITIES
The City shall be responsible for requesting task order proposals from one or more consultants on a project by project basis. The City shall define the scope of work for each project in each future project- specific RFP .
It shall be at the City’s discretion whether to request competitive bids for a specific project or to solicit a proposal from a single qualified consultant selected through this RFP . The City will establish blanket agreements with the selected consultant(s) after City Council award. Contracts shall utilize the rate sheets provided for this RFP . The City shall not be obligated to provide a minimum amount of work to any particular consultant. The total value of all task orders issued under this contract will not exceed $1,500,000 for the initial term, with options to extend to value by $500,000 for each optional 1-year extension.
RESPONSE FORMAT AND SELECTION CRITERIA
PROPOSAL # PL-24-25-17
On-Call Environmental Planning Services
City of Santa Clarita, California
1. RESPONSE FORMAT - The organization of the response and cost files is described in this section of the RFP.
All potential vendors must follow this format. Proposals shall be submitted in two (2) distinct parts: the Response File and the Cost File.
1.1. RESPONSE FILE: The consultant shall provide a proposal that corresponds to and references sections outlined below. The proposal shall be presented in the order shown below. Proposals should be straightforward and concise, with an emphasis on demonstrating conformance with the RFP instructions and the consultant’s ability to provide the necessary services.
1.1.1. Introduction –Provide a general introduction and description of the proposal. The format of the introduction is at the discretion of the consultant. The proposal must be signed by the individual(s) legally authorized to bind the Consultant.
1.1.2. Qualifications – The consultant shall provide their qualifications to provide the services described in the Scope of Work (Technical Reports and Peer Review, Environmental Documents, Mitigation Monitoring and Reporting, and Expertise). If a consulting firm is unable to provide the full scope of services, the qualifications shall clearly identify which services the consultant is qualified to provide and which they are not. Include a discussion of the qualifications of all sub-consultants, if any.
1.1.3. Experience on Similar Projects – Provide examples of similar projects and services that the consultant has provided. This should include experience preparing the environmental documents described in the Scope of Work for this RFP as well as experience providing the other services required herein. Include relevant project samples for all sub-consultants, if any.
1.1.4. References - The consultant shall provide a minimum of three professional references. Please use form provided in this RFP. Use additional pages if necessary.
1.1.5. Program Management and QA/QC - Indicate which method of program management will be used to internally manage and direct projects, including project schedules. Designate a Program Manager who shall function as the City’s main point of contact for these services.
Describe the method of Quality Assurance/Quality Control that will be used to ensure all deliverables and services are of high quality.
1.1.6. Personnel, Equipment, and Facilities - Describe the activities of the designated Project Manager and lead/support personnel. Provide a resume for each person named, including their qualifications (education and experience), as well as their relationship and cost to the proposed project activities.
1.1.7. Sub-Consultants - List all sub-consultants proposed for this project and include their qualifications and specific responsibilities.
1.2. COST FILE – Rate Schedule and Signature – Provide a separate cost file along with the Response file. 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 180- day period. The consultant shall provide a rate schedule providing rates for all staff and other direct costs. This rate schedule shall be in effect for the duration of the contract. All future invoices shall reflect these rates and shall include sufficient descriptions of all hours and direct costs. The consultant may request annual cost-of-living adjustments (COLA) from the City. The City shall award any COLA at its discretion and shall not be obligated to grant a COLA.
2. SELECTION CRITERIA - The overall criteria are listed below. The cost file, submitted separately, will be evaluated and negotiated with the highest-ranking firm(s) determined by the selection criteria below:
2.1. SCORING CRITERIA:
2.1.1. Contractor qualifications to provide services described in scope of work
2.1.2. Experience on similar projects
2.1.3. Thoroughness of proposal, approach to providing sound services, including Program Management and QA/QC, and ability to provide services to meet objectives and standards
2.1.4. Project manager and team’s ability to complete scope of services, including adequate technical expertise and workload capacity
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 # PL-24-25-17
On-Call Environmental Planning 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.
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. Requests should be submitted via the Q&A portal on BidNet prior to the deadline for questions and answers.
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 provisions as deemed appropriate by City’s Purchasing Agent.
b. You should check with your Insura nce advisors to verify complian ce 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 av ailable 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 minimu m 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 before 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), 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, econom ic 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, litigation expenses and fees of ex pert 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 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 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 particular 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 be ar 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 re duce or affect other rights or obligations which would otherwise exist in favor of the CITY and other Indemnitees.
c. CONSULTANT shall place in its su bconsulting 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 Agreemen t, 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 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 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 official s, and employees as “additional insureds” under said insurance coverage and to state that such insura nce 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.
c. Professional liability coverage will be on an “occur rence 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 CONSUL TANT, 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 (o ther than workers compensation) a current A.M. Best Company Rating of at least “A:VII.”
e. Waiver of Subrogation: The insurer(s) agree to waiv e all rights of subrogatio n 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 CONS ULTANT’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 C O N S U L T A N T f a i l t o m e e t a n y o f t h e i n s u r a n c e requirements under this Agreement, City may terminate this Agreement immediately with no penalty.
g. 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 noti ce 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 # PL-24-25-17
On-Call Environmental Planning Services
City of Santa Clarita, California
Listed below are the names and locations of the places of busines s of each subcontractor, supplie r, and vendor who will perform work or labor or render service in excess of ½ of 1 percent, or $10,000 (whichev er is greater) of the prime contractor's total bid. If no Sub contractors 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 th e performance of any co ntract for public work, as defined in this chapter, unless curr ently registered and qualified to perform public work pursuant to Section 1725.5 of the Labor Code. It is not a violation of this section for 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 # PL-24-25-17
On-Call Environmental Planning 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 # PL-24-25-17
On-Call Environmental Planning 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 On-Call Environmental Planning 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 # PL-24-25-17
On-Call Environmental Planning Services
City of Santa Clarita, California
The following information must be disclosed:
1. List the names of all persons having a fina ncial 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 $250.00 worth of bus iness transacted with any member of the City of Santa Clarita staff, boards, commissions, committees, and Council within the past twelve months? If yes, please indicate the person(s) with whom you have conducted business.
NOTE: Attach additional pages as necessary.
_________________________________
Signature of Offeror
_________________________________
Print or Type Name of Offeror
_________________________________
Date
EQUAL OPPORTUNITY/AFFIRMATIVE ACTION STATEMENT
PROPOSAL # PL-24-25-17
On-Call Environmental Planning Services
City of Santa Clarita, California
The offeror hereafter described will not discriminate against any employee or applicant for employment because of race/color, national origin, sex, sexual preference, religion, age, or handicapped status in employment or the provisions of services.
________________________________________
Signature
_________________________________________
Typed Name and Title
SECTION D
Sample Contract
STANDARD AGREEMENT – SAMPLE ONLY
CON-6
Council Approval Date:________
Agenda Item: ________
Contract Amount:________
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SANTA CLARITA AND
FOR
This AGREEMENT by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city (“CITY”) and _______________________________________, a ________________________________________________________ (“CONSULTANT”), and is dated ________________________.
CONSIDERATION.
As partial consideration, CONSULTANT agrees to perform the Services listed in the SCOPE OF SERVICES, below; and
As additional considerati on, CONSULTANT and CITY agr ee to abide by the terms and conditions contained in this Agreement; and
As additional consideration, CITY agrees to pay CONSULTANT a su m not to exceed dollars ($ ) for CONSULTANT’s Services. CI TY may modify this amount as set forth below.
Unless otherwise specified by written am endment 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 mann er, furnish all of the labor, technical, administrative, professional and other pe rsonnel, all supplies and materials, equipment, printing, vehicles, transporta tion, office space and facilities, and all tests, testing and analyses, calculation, a nd 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 CI TY. 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 wi th public agencies all suggest that CONSULTANT is capable of performi ng 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 sk illful 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 appl icable federal and st ate employment laws regulations and rules including those th at 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 porti on 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 th is Agreement or CONSULTANT’s complete responsibility for all Services hereunder.
PAYMENTS.
For CITY to pay CONSULTANT as specifie d 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 dur ing the billing period, the cumulative percentage completed for each task, the total cost of that Services during the preceding billing month and a cumula tive 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 responsib le for job performance, negotiations, contractual matters, and coordination with 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 persona lly supervise 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 consider ed the scope of Services to be performed; and
ii. Carefully considered how the Services should be performed; and iii. Understands the facilities, difficu lties, and restric tions 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 surviv e any expiration, breach, or termination of this Agreement, and any completion of the Services.
TIME FOR PERFORMANCE. CONSULTANT will not perform any Services under this Agreement until:
D. CONSULTANT furnishes proof of in surance 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 th is Agreement at any time fall behind schedule for any reason other than excu sable delays CONSULTANT shall apply such additional manpower and resources as necessary to bring progress of the Services under this Agreement back on sche dule and consistent with the standard of professional skill and care required by th is Agreement. Time is of the essence in the performance of this Agreement.
G. Should CONSULTANT be delayed by cau ses beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted Services. If delay occurs, CONSULTANT must notify the CITY’s designated representative within forty-eight hours (48 hou rs), in writing, of the cau se 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 accordingly. 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 pr ovide Services in addition to Scope of Services, called “Additional Services”. Additional Services that incur additional costs (contingency) of up to 15% of the to tal contract amount must be authorized by CITY by change order or other docu mented means. Costs beyond this amount must first be approved by CITY in accord ance with applicable thresholds and
procedures. Additional Services must be author ized 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 th e CITY with written notification that contains a specific description of the proposed additional Services, reasons for such additional Services, and a detailed propos al 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 expe nse, 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 HA ZARDOUS 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 Servi ces. Should CONSULTANT discove r any hazardous material, or latent or unknown conditions that may materia lly 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 perfo rmed under this Agreem ent. 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 Departme nt of Industrial Relations website http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONSULTANT shall comply with the 8-hours per da y/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. CONSULTANT and all subconsulta nts shall keep and maintain accurate employee payroll records fo r 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 st udy, and other pre-construction phases of construction…regardless of whether any further construction work is conducted…”
CONSULTANT shall forfeit, as a penalty to Own er, 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 th e 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 Calif ornia 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 su bcontract or other arrangement which CONSULTANT may make for performance of Work or labor on Work provided for in the Agreement provision that Subc onsultant shall pay persons performing labor or rendering service under subcontract or other arrangement not less than the general prevailing rate of pe r diem wages for work of a similar character in the locality in which the Work is performed, and not 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 classification, 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 record shall contain or be verified by a writte n declaration as required by Labor Code Section 1776. The payroll records enumerated above must be certified and shall be available for inspection at all reasonabl e hours at the prin cipal 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 paym ent for, Services or product prepared by CONSULTANT under this Agreement will not be cons trued to operate as a waiver of any rights CITY may have under this Agreement or of a ny cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiv er of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, wh ether of the same or different character.
TERMINATION.
Termination for Convenience. CITY may termin ate 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 th is 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 (1 5) calendar days of the date of CITY’s written notice to CONSULTANT demandi ng 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 terminat ion notice, any Services performed by CONSULTANT after receiving a termin ation 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 pr epared 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, studi es, 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 services, prepared pu rsuant to this Agreement to a ny 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 solely by CITY, unless otherwise provided by written agreement between the parties.
INDEMNIFICATION AND LIABILITY.
To the fullest extent permitted by law, C ONSULTANT shall defend (with legal counsel reasonably acceptable to CITY), indemn ify 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 (inc luding, 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, fro m: (1) CONSULTANT’s performance of Services under this Agreement, or any part thereof; (inc luding 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 al leged infringement of the patent rights, copyright, tr ade secret, trade name, trad emark, service mark or any other intellectual or propri etary 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 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 particular the limitation on CONSULTANT’s duty to defend whereby such duty onl y 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 percenta ge of fault (except as otherwise provided in section 2782.8).
The foregoing indemnification provisions wi ll not reduce or affect other rights or obligations which would otherwise exis t 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 ob ligations in favor of CITY and other Indemnitees in the exact form and substance of those contained in this Agreement.
ASSIGNABILITY. This Agreement is for CONSU LTANT’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 re sult 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 othe r taxes including but not limited to any applicable City business tax, not expl icitly 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 theret o 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 accounts, accounting records documenting its services under its Agreement, and invoices, payrol ls, 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 insp ect 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 th is 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 short na rrative 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 CONS ULTANT 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 knowledge of th e dispute, a written description of CONSULTANT’s claim, demand or request that provides a narrative of the pertinent events, the cont ractual basis of the CONS ULTANT’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 CONSULTA NT’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 request 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 C ONSULTANT’s obligation to timely submit to CITY a statutory Government Code Claim, in accordance with Government Code sections 910 et seq.
NOTICES. All communications to either party by th e 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 addre sses 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 limita tion, CITY’s Conflict of Interest Code (on file 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 officers, 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 servi ce for the CITY, and th ere is substantial likelihood that the CONSULTA NT’s Services product wi ll be presented, either
written or orally, for the purpose of in fluencing a government al decision. As a result, the following CONSULTANT personnel shall be subject to the Disclosure Category “1” of the CITY’s Conflict of Interest Code:
______________________ ______________________
______________________ ______________________
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 thei r subconsultant agreement. Nothing in this Agreement, however, shall operate to confer such or similar rights or benefits on pers ons 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 are no other understandings, terms or other agreements e xpressed or implied, or al or written.
There is/are ( ) Exhibits (s) to this Agre ement. To the extent of a conflict between this Agreement and one of the Exhibits, the terms of the Agreement shall take precedence. This Agreement will bind and inure to the benefit of th e 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 competent 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 wa rrant 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 the 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 execut ed 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 ag ents or by consultants when acting at CITY’s direction; breaches of this Agreement by CITY; Ac ts of God such as fire and flood; explosion, acts of terrorism, war and embargo; and other si milar 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 ar ises from causes beyond the control and without the fault or negligen ce of CONSULTANT, incl uding 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 fort h in this Artic le, nuclear accid ents, 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 may 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 completing the Employ ment Eligibility Verifi cation 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 appr opriate 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.
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 tr ansmitted 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 Ca lifornia Government Code section 16.5 and Civil Code section 1633.7.
STANDARD SUPPLEMENTAL PROVISIONS. Notwithstanding Section 32 ENTIRE AGREEMENT above, the following Standard Supplemen tal 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). In sert “None” if applicable.]___________________. [SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this contract on the date set forth below.
.
FOR CONSULTANT:
IF CORPORATION:
By: By:
Print Name & Title Print Name & Title
Date: Date:
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
B y :
City Manager
D a t e :
APPROVED AS TO FORM:
JOSEPH M. MONTES, CITY ATTORNEY
B y :
City Attorney
D a t e :