Attachment D
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AGREEMENT FOR PROFESSIONAL SERVICES
ON-CALL CONSTRUCTION STORMWATER INSPECTION SERVICES
This Agreement is made on September 16, 202 5, by and between Trihydro, a California Corporation (“Contractor”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, City has determined it is in the public interest to proceed with the work hereinafter described as "Project"; and
WHEREAS, City has determined the Project involves the performance of engineering services of a temporary nature; and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has requested the Contractor to provide manpower to complete the Project; and
WHEREAS, Contractor is registered or licensed in California to perform construction services for the Project.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01. Term and Termination.
The term of this contract is until 11:59 p.m. on June 30, 2026, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law. Termination is effective 14 days after deposit of notice as specified in this Agreement.
2.02. Services to be Performed. Contractor shall determine the method, details, and means of providing On-Call Traffic Engineering services. More specifically, Contractor agrees to perform the specific services listed in Exhibit “A.”
2.03. City’s Duties. City’s duties under this Agreement are to cooperate with Contractor in the performance of the contract and timely pay invoices.
2.04. Payment. Payment terms under this Agreement are listed in Exhibit “B.”
2.05. Insurance. Contractor shall provide insurance as listed in Exhibit “C.” Attachment D
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2.06. Exhibits. Exhibits “A,” “B,” “C” and “D” are attached and incorporated.
3. Contractor’s Obligations.
3.01. Minimum Amount of Service. Contractor shall devote sufficient time to perform services under this agreement efficiently and effectively. Contractor may represent, perform services for, and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement.
3.03. Status. Contractor (including its employees) is an independent contractor.
No employer/employee relationship exists between Contractor and the City.
Contractor's assigned personnel shall not be entitled to any benefits payable to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Contractor under this agreement. Contractor (as a business entity, including its employees) is a “design professional” as defined by California Civil Code section 2782.8(c)(3).
3.04. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or will ful misconduct of the Contractor including its agents, subcontractors and employees. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.
3.05. Use of Subcontractors. CONTRACTOR may subcontract with third party providers that were listed in CONTRACTOR’s Response to Request for Proposals and whose rate sheets have been included in this Agreement.
Subcontractors shall be billed at the rates listed in Exhibit B. CONTRACTOR is fully responsible for the actions and omissions of any subcontractor.
CONTRACTOR must ensure subcontractor adherence to the same quality standards and assurances required of CONTACTOR . CONTACTOR shall ensure that this Agreement is incorporated by reference into any Agreement Attachment D
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with a subcontractor and that subcontractor complies with the insurance requirements of EXHIBIT C.
4. Miscellaneous
4.01. Notices. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of CONTRACTOR, listed below. All notices shall be addressed as follows unless a written change is filed with the City:
To City:
Zoe Glick, P.E.
Senior Civil Engineer
110 East Cook Street
Santa Maria, CA 93454
To Contractor:
Trihydro
Attn: Ercan Candan
142 Cross Street, Suite 200
San Luis Obispo, California 93401
If the designated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this agreement shall be effective five (5) days after deposit into United States mail, postage p repaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance With Laws, etc. Contractor shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.
4.03. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and sign ed by the appropriate representatives of the parties.
4.04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.
4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.
4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. The provisions of this agreement are severable. If any part Attachment D
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of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
4.09. Submittals. In addition to any other submittals required by this agreement, Contractor shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.
4.10. Prevailing Wage. Prevailing Wage. If applicable, Contractor and all Subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determinati on is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein. Contractor shall follow the prevailing wage requirements in Exhibit D where work qualifies for prevailing wage.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
TRIHYDRO, a California Corporation CITY OF SANTA MARIA, a Municipal Corporation
___________________________
By: Ercan Candan
Project Director
___________________________
Brett Fulgoni
Public Works Director
ATTEST:
___________________________
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
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EXHIBIT “A”
SERVICES TO BE PERFORMED
The main categories of work will include Land Development Construction Stormwater Inspection (approximately 80% of the time) and Capital Projects Construction (approximately 20%):
Land Development Construction Stormwater Inspection and Stormwater Pollution Prevention Plan (SWPPP) Compliance
Perform site inspections on Land Development projects within the City of Santa Maria for compliance with the City’s MS4 permit.
Prepare inspection reports detailing site conditions, BMP maintenance, and correspondence with site superintendent.
Perform re-inspections, detailing corrective actions rectified, site conditions, BMP maintenance, and correspondence with site superintendent as necessary. Rain event inspections and sample collection as necessary. Review SWPPPs submitted to the city for completeness and compliance with the Construction General Permit and City policy.
Provide final inspections to confirm that sites are sufficiently stabilized in preparation for termination of SWPPP coverage.
Provide final inspections to confirm that on-site Post-Construction Requirements (PCRs) have been built per plan.
Capital Projects Stormwater Inspection and Stormwater Pollution Prevention Plan (SWPPP) Compliance for City of Santa Maria Capital Projects Perform site inspections on capital projects within the City of Santa Maria for compliance with the City’s MS4 permit.
Prepare inspection reports detailing site conditions, BMP maintenance, and correspondence with site superintendent.
Perform re-inspections, detailing corrective actions rectified, site conditions, BMP maintenance, and correspondence with site superintendent as necessary. Rain event inspections and sample collection as necessary. File NOI on SMARTS system with SWRCB and upload all inspection reports, sample data, and all other necessary information for upkeep of the WDID for the City’s capital project. Provide guidance to City for process of using SMARTS and providing certification after data has been input. Closeout project with NOT on SMARTS.
Provide final inspections to confirm that sites are sufficiently stabilized in preparation for termination of SWPPP coverage.
Provide final inspections to confirm that on-site Post-Construction Requirements (PCRs) have been built per plan.
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EXHIBIT “B”
PAYMENT
I. Progress Authorization
This contract is subject to the requirements of Page G -9 of the Purchasing Guidelines for the City of Santa Maria.
Individual task orders will be created under this Master Agreement for the completion of each task and billed according to the attached rate sheet.
During the duration of this Master Agreement the City will identify individual task, and upon agreed scope of work, schedule, and cost, a Notice to Proceed and Purchase Ordered will be issued for each task not to exceed $75,000 per task as indicated in Section 1.1B.
The aggregate not -to-exceed fee for all tasks provided during the initial term of the Agreement shall be $500,000.
II. Invoice procedure.
A. Payment shall be at the conclusion of the Project based on the billable charges.
B. The Consultant shall present the bill for charges by the second day of the month.
C. The Consultant's bill shall be substantiated by appropriate documentation, and include an itemized listing of personnel, subconsultants, and other direct costs incurred.
III. Maximum billable amounts
Under no circumstance shall the total of all payments to the Consultant exceed ninety percent (90%) of the maximum not-to-exceed cost, prior to acceptance by the City of all items to be completed as noted within Exhibit "A".
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EXHIBIT “C”
INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his/her agents, representatives, or employees. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Servic es Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion a nd network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit Attachment D
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monitoring expenses with limits sufficient to respond to these obligations.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
6. Cyber L iability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
D. Other Insurance Requirements
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed Attachment D
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by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or
operations. General liability coverage can be provided in the form or an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its of ficers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. Each insurance polic y required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this
Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Consultant hereby grant s to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this wai ver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation
endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be sho wn, and must be
before the date of the contract or the beginning of
contract work.
b. Insurance must be maintained and evidence of
insurance must be provided for at least five (5) years
after completion of the contract of work.
c. If coverage is canceled o r non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Attachment D
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Consultant must purchase “extended reporting”
coverage for a minimum of five (5) years after
completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experienc e, insurer, coverage, or other special circumstances.
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EXHIBIT “D”
PREVAILING WAGE REQUIREMENTS FOR MAINTENANCE WORK, DESIGN AND
PRECONSTRUCTION PHASES OF CONSTRUCTION, AND INSTALLATIONS
The terms of this Agreement apply to all public works projects for over $1,000.
For purposes of this Exhibit, “Public Works” includes any project of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include: construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems.
Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The Contractor and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below:
1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite.
1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. The Contractor and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request.
1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the Attachment D
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published wage rate and the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement.
2. Penalties for Violations. The Contractor and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861. k
3. Payroll Records. The Contractor and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The Contractor shall require all subcontractors to also comply with section 1776. The Contractor and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The Contractor shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the Contractor and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City.
4. Apprentices. The Contractor and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The Contractor is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n).
5. Working Hours. The Contractor and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on contractors and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815.
6. Required Provisions for Subcontracts. The Contractor shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor:
California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861.
7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the Contractor is required to secure the payment of compensation of its Attachment D
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employees. By signing the Agreement, to which this is an exhibit, the Contractor certifies that:
“I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Agreement.”
8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the Contractor as directed by the DIR, pursuant to California Labor Code section 1727.
9. Contractor and Subcontractor Registration Requirements. The Contractor and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 Contractor certifies that the Contractor has verified that all Contractor and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The Contractor shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of contract and immediately upon any changes or City’s request.
10. Stop Order. Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on ALL public works until the unregistered contractor or subcontractor is registered. Failure to observe a stop order is a misdemeanor.