Seal Beach City Council
June 22, 2026

6. Approving and authorizing the City Manager the option to extend any or all such maintenance service agreements for Utility Maintenance, Repair and Emergency/Unexpected Task Services for up to two (2) additional one-year terms after its original term, in a not-to exceed amount of $200,000 per oneyear extension, and to execute any such extension; and,

7. Approving and authorizing the City Manager the option to extend any or all such maintenance service agreements for up to two (2) additional one-year terms after its original term, in a not-to exceed amount of $100,000 per oneyear extension, and to execute any such extension.

BACKGROUND AND ANALYSIS:

The City has a robust capital improvement program and aging infrastructure that require on-going maintenance. Emphasis is placed on the maintenance of utilities and electrical services. Depending on the scope of work, the process to retain contract services can take four (4) or more months from the time of proposal solicitation to purchase order issuance, which can belabor project delivery and timely use of restricted funds.

In an effort to streamline project delivery and provide readily available contract support, staff issued a Request for Proposals (RFP) for On-Call Utilities and Electrical Maintenance, Repair and Emergency Services.

On April 1, 2026, staff issued a Request for Proposals on PlanetBids. On May 6, 2026, at 2:00 p.m., staff received and evaluated nine (9) proposals. The evaluation panel, comprised of Public Works staff, independently rated the proposals based on their overall qualifications, relevant firm experience, availability, familiarity with the City’s policies, understanding and approach, and rates amongst other factors.

The City received five (5) proposals for Discipline A – Utilities and intends to contract with the top three (3) ranked proposers. For Discipline B – Electrical, four (4) proposals were received, and the City intends to contract with the top two (2) ranked proposers.

Based on the abovementioned factors, the following firms were deemed most qualified:

Discipline A – Utility Maintenance and Repair Services
• T.E. Roberts, Inc.
• Valverde Construction, Inc.
• W.A. Rasic Construction Company, Inc.

Discipline B – Electrical Maintenance and Repair Services • Amtek Construction
• Baker Electric

Staff reviewed each firm’s labor and material rate schedule and found them to be consistent with industry standards. The scope and fee for each task will be agreed upon between the City and contractor through a proposal based on the established fee schedule. Funds for these services will be expended from the applicable budget accounts.

The proposed contracts have an initial term of three (3) years, with the City’s option to extend each agreement for up to two (2) additional one (1) year terms. The recommended not-to-exceed amounts vary by service category based on the anticipated scope, complexity, and cost of the work to be performed.

For on-call utility maintenance contracts, staff recommends a not-to-exceed amount of $600,000 for the initial three (3) year term. Utility repair work often involves emergency response, excavation, traffic control, pavement or surface restoration, and other related activities that can result in higher individual project costs. The higher contract authority is intended to provide sufficient capacity to respond to both planned and unanticipated utility maintenance needs in a timely manner.

For on-call electrical maintenance contracts, staff recommends a not-to-exceed amount of $300,000 for the initial three (3) year term. Electrical maintenance work generally includes troubleshooting, repairs, replacement of electrical components, control panels, lighting systems, pump station electrical systems, and other related electrical infrastructure. Although this work is essential to maintaining safe and reliable City operations, individual electrical service requests are typically more limited in scope and cost compared to utility repair work. As a result, the lower notto-exceed amount is expected to provide adequate contract capacity while maintaining appropriate fiscal controls.

Any optional one (1) year contract extensions would be authorized on a prorated basis. Because these are on-call agreements, work will be assigned only on an asneeded basis, and no minimum amount of work is guaranteed to the contractors.

These proposed on-call agreements will replace the 2021 agreements, which have reached their maximum term and have recently expired. These agreements offer resources and time savings, ensure compliance with City and governmental purchasing codes, and provide flexibility due to their non-committal nature. Staff recommends approval of these on-call agreements based on these considerations.

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of Agreements will not have a significant effect on the environment.

LEGAL ANALYSIS:

The City Attorney has approved the agreements and resolution as to form.

FINANCIAL IMPACT:

The approval of the proposed on-call maintenance services agreements does not directly appropriate or expend funds. Services will be used to the extent of available funding in the applicable budget accounts.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7794:

1. Approving and authorizing the City Manager to execute an on-call maintenance service agreement with T.E. Roberts, Inc., in the amount of $600,000 to provide On-Call Utility Maintenance, Repair and Emergency/Unexpected Task Services for a three (3) year term; and,

2. Approving and authorizing the City Manager to execute an on-call maintenance service agreement with Valverde Construction, Inc., in the amount of $600,000 to provide On-Call Utility Maintenance, Repair and Emergency/Unexpected Task Services for a three (3) year term; and,

3. Approving and authorizing the City Manager to execute an on-call maintenance service agreement with W.A. Rasic Construction Company, Inc. in the amount of $600,000 to provide On-Call Utility Maintenance, Repair and Emergency/Unexpected Task Services for a three (3) year term; and,

4. Approving and authorizing the City Manager to execute an on-call maintenance service agreement with Amtek Construction in the amount of $300,000 to provide On-Call Electrical Maintenance, Repair and Emergency/Unexpected Task Services for a three (3) year term; and,

5. Approving and authorizing the City Manager to execute an on-call maintenance service agreement with Baker Electric in the amount of $300,000 to provide On-Call Electrical Maintenance, Repair and Emergency/Unexpected Task Services for a three (3) year term; and,

6. Approving and authorizing the City Manager the option to extend any or all such maintenance service agreements for Utility Maintenance, Repair and Emergency/Unexpected Task Services for up to two (2) additional one-year

terms after its original term, in a not-to exceed amount of $200,000 per oneyear extension, and to execute any such extension; and,

7. Approving and authorizing the City Manager the option to extend any or all such maintenance service agreements for up to two (2) additional one-year terms after its original term, in a not-to exceed amount of $100,000 per oneyear extension, and to execute any such extension.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, City Manager Prepared by: Kathryne Cho, Deputy Director of Public Works/City Engineer ATTACHMENTS:

A. Resolution 7794
B. Maintenance Services Agreement with T.E. Roberts, Inc.

C. Maintenance Services Agreement with Valverde Construction, Inc.

D. Maintenance Services Agreement with W.A. Rasic Construction Company, Inc.

E. Maintenance Services Agreement with Amtek Construction F. Maintenance Services Agreement with Baker Electric
RESOLUTION 7794

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE ON-CALL MAINTENANCE SERVICES AGREEMENTS

FOR UTILITIES OR ELECTRICAL MAINTENANCE, REPAIR AND
EMERGENCY/UNEXPECTED TASK SERVICES WITH T.E.

ROBERTS, INC., VALVERDE CONSTRUCTION, INC., W.A.

RASIC CONSTRUCTION COMPANY, INC., AMTEK

CONSTRUCTION, AND BAKER ELECTRIC
WHEREAS, the City of Seal Beach (“City”) has relied upon maintenance service contractors for expertise and assistance for certain City operations and emergency work; and,
WHEREAS, on April 1, 2026, the City issued a Request for Proposals for On-Call Utility and Electrical Maintenance, Repair and Emergency/Unexpected Task Services; and,
WHEREAS, on May 6, 2026, the City received nine (9) proposals in response to the Request for Proposal; and,
WHEREAS, the City performed a detailed review and evaluation of the proposals and deemed the following firms as the most qualified:

Discipline A – Utility Maintenance and Repair Services
• T.E. Roberts, Inc.
• Valverde Construction, Inc.
• W.A. Rasic Construction Company, Inc.

Discipline B – Electrical Maintenance and Repair Services • Amtek Construction
• Baker Electric
WHEREAS, the City and each consultant wish to enter into an agreement for such contractor to perform on-call maintenance services as an independent contractor, as provided herein.

NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine and order as follows:

Section 1. A. The City Council hereby approves the three (3) year Maintenance Services Agreement (Agreement) between the City of Seal Beach and T.E. Roberts, Inc. for On-Call Utility Maintenance, Repair and Emergency/Unexpected Task Services in a not-toexceed amount of $600,000 for the three-year term.

B. The City Council hereby authorizes the City Manager to extend the Agreement with T.E. Roberts, Inc. for up to two (2) additional one-year terms, at his discretion, in a not-to-exceed amount of $200,000 per one-year extension.

Section 2. A. The City Council hereby approves the three (3) year Maintenance Services Agreement (Agreement) between the City of Seal Beach and Valverde Construction, Inc. for On-Call Utility Maintenance, Repair and Emergency/Unexpected Task Services in a not-to-exceed amount of $600,000 for the three-year term.

B. The City Council hereby authorizes the City Manager to extend the Agreement with Valverde Construction, Inc. for up to two (2) additional one-year terms, at his discretion, in a not-to-exceed amount of $200,000 per one-year extension.

Section 3. A. The City Council hereby approves the three (3) year Maintenance Services Agreement (Agreement) between the City of Seal Beach and W.A. Rasic Construction Company, Inc. for OnCall Utility Maintenance, Repair and Emergency/Unexpected Task Services in a not-to-exceed amount of $600,000 for the three-year term.

B. The City Council hereby authorizes the City Manager to extend the Agreement with W.A. Rasic Construction Company, Inc. for up to two (2) additional one-year terms, at his discretion, in a not-to-exceed amount of $200,000 per one-year extension.

Section 4. A. The City Council hereby approves the three (3) year Maintenance Services Agreement (Agreement) between the City of Seal Beach and Amtek Construction for On-Call Electrical Maintenance, Repair and Emergency/Unexpected Task Services in a not-to-exceed amount of $300,000 for the three-year term.

B. The City Council hereby authorizes the City Manager to extend the Agreement with Amtek Construction for up to two (2) additional one-year terms, at his discretion, in a not-to-exceed amount of $100,000 per one-year extension.

Section 5. A. The City Council hereby approves the three (3) year Maintenance Services Agreement (Agreement) between the City of Seal Beach and Baker Electric for On-Call Electrical Maintenance, Repair and Emergency/Unexpected Task Services in a not-toexceed amount of $300,000 for the three-year term.

B. The City Council hereby authorizes the City Manager to extend the Agreement with Baker Electric for up to two (2) additional one-year terms, at his discretion, in a not-to-exceed amount of $100,000 per one-year extension.

Section 6. A. The City Council hereby authorizes the City Manager to execute each of the Agreements set forth in Sections 1 through 5 inclusive.

B. In the event that the City Manager approves an extension of any of the Agreements set forth in Sections 1 through 5, inclusive, the City Council hereby authorizes the City Manager to execute any such extension on the terms set forth in this Resolution.

Section 7. The City Council hereby rejects all other proposals.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 22nd day of June 2026 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Lisa Landau, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7794 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 22nd day of June 2026.

Gloria D. Harper, City Clerk

MAINTENANCE SERVICES AGREEMENT
for
On-Call Utilities Maintenance, Repair and
Emergency/Unexpected Task Services
between

City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
T.E. Roberts, Inc.
17771 Mitchel North
Irvine, CA 92614
(714) 669-0072
This Maintenance Services Agreement (“the Agreement”) is made as of June 22, 2026 (the “Effective Date”), by and between T.E. Roberts, Inc. (“Contractor”), a California corporation and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
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RECITALS
A. City desires certain on-call utilities maintenance, repair and emergency/ unexpected task services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals (“RFP”) on April 1, 2026, titled “On-Call Utilities and Electrical Maintenance, Repair and Emergency/Unexpected Task Services.” Contractor submitted a proposal dated May 6, 2026, in response to the RFP.

C. Contractor represents that the principal members of its firm are qualified California licensed contractors (License #603008, DIR 1000000280) and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Strictly on an on-call basis, Contractor shall provide those utilities maintenance, repair and emergency/unexpected task services (collectively “Services”) in the Request for Proposals attached hereto as Exhibit A, Contractor’s Proposal attached hereto as Exhibit B, and Terms for Compliance with California Labor Law Requirements (Exhibit C), all incorporated herein by this reference. Given the on-call nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.

1.2. Agreement Documents; Order of Precedence.

1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) Exhibit A (the Request for Proposal) (“RFP”), including all attachments and exhibits thereto; (iii) Exhibit B (Contractor’s accepted proposal, “Proposal”); and (iii) Exhibit C (Terms for Compliance with California Labor Law Requirements). Exhibits A, B, and C are incorporated herein by this reference as though set forth in full.
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1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or other incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit A (the RFP); and then (iii) Exhibit C (Terms for Compliance with California Labor Law Requirements); and then (iv) Exhibit B (Proposal). In the event there is any conflict between the Agreement, on the one hand, and any of the Exhibits, the RFP or the Proposal on the other hand, the Agreement shall govern.

1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractor’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor’s staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Contractor’s work by City shall not operate as a release of Contractor from such standard of care and workmanship.

1.4. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

1.5. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. Original Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three (3) years (“Original Term”) and shall expire at midnight on June 30, 2029, unless sooner terminated or extended as provided by this Agreement.

2.2. Extensions. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up two additional terms of one year each (“extension”), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first extension shall have a term extending from July 1, 2029, through and including June 30, 2030, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from July 1, 2030, through and including June 30, 2031, unless sooner 4 of 23
terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives.

3.0 Contractor’s Compensation

3.1. Original Term. In consideration of Contractor’s performance of the Services set forth in Exhibit A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for the Services but in no event will City pay more than the total not-to-exceed amount of $600,000 (Six Hundred Thousand dollars and 00/100) for the Original Term.

3.2 Payment for any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit B, and shall not exceed the cumulative amount established by the City Council at the time of award for the Original Term.

3.3. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, in consideration of Contractor’s performance of the Services set forth in Exhibit A City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will the City pay more than the total not-to-exceed amount of $200,000 (Two Hundred Thousand dollars) for each extension. Payment for any additional work authorized by City pursuant to Section 1.5 for each extension will be compensated in accordance with the fee schedule set forth in Exhibit B and shall not exceed the cumulative amount established by City at the time of award.

4.0 Method of Payment
Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

5.0 Termination

5.1. Termination by City.

5.1.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5 of 23

5.1.2. This Agreement may be terminated by City upon 10 days’ notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.

5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon the effective termination date set forth in the notice of termination. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor all undisputed amounts for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages.

6.0 Party Representatives

6.1. The City Manager is City’s representative for purposes of this Agreement.

6.2. Timothy Roberts is the Contractor's primary representative for purposes of this Agreement. Timothy Roberts shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices
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7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: T.E. Roberts, Inc.
17771 Mitchel North
Irvine, CA 92614
Office: (714) 669-0072
Mobile: (714) 353-2292
Email: [email protected]
Attn: Timothy Roberts

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Contractor and all of Contractor’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor’s employees or other personnel under Contractor’s supervision. Contractor will determine the means, methods, and details by which Contractor’s employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Contractor’s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, 7 of 23
badge, identification number, or other information identifying such individual as an employee of City; and Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor’s choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of any Services under this Agreement and as required by law.

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall defend, indemnify and hold harmless City and its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold 8 of 23
harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”), as amended from time to time. and the regulations of PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Ownership of Work Product

11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, or used by Contractor in the performance of this Agreement (collectively “Work Product”) shall be considered “works made for hire,” for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their 9 of 23
creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor’s consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City’s own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product.

11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1.

11.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City.

If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.
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12.0 Confidentiality

12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Contractor for performance of this Agreement are confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, or other data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the geographical boundaries of City. Response to a subpoena or court order shall not be considered “voluntary,” provided Contractor gives City timely notice of such court order or subpoena.

12.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12.3. Contractor’s covenants and obligations under this Section shall survive the termination or expiration of this Agreement.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City, and any subcontracting shall be at Contractor’s sole cost and expense. Contractor is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all terms, requirements, and provisions of this Agreement.
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14.0 Prohibition Against Assignment or Delegation
Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.
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17.0 Insurance

17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance, with a minimum limit of $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and 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 Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its officers, directors, managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance. with a minimum limit of $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.2.3. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability Insurance with a minimum limit of $1,000,000 per accident and in the aggregate for bodily injury or disease.

17.2.4. Professional Liability (or Errors and Omissions Liability) Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with that task order under this Agreement, with limits minimum limits no less than $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 13 of 23

17.4. Additional Insureds.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which Contractor is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, servants, agents, volunteers, and those City agents serving as independent contractors in the role of City officials;

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it;

17.7. Separation of Insureds. Each insurance policy required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. 14 of 23

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City and its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives all rights of subrogation against City.

17.10. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City’s part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder.

17.11. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.
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17.13. Indemnity Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

17.14. Broader Coverage/Higher Limits. .No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor.

17.15. Subcontractor Insurance Requirements/Pass-Through Clause.

Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City’s request.

17.16. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City, its elected and appointed officials, officers, attorneys, employees, agents, servants, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense (collectively “Claims”), in law or in equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, to the extent arising out of, pertaining to, or relating to, in whole or in part, the breach of this 16 of 23
Agreement and/or the negligence, recklessness or willful misconduct of Consultant and/or its officers, agents, servants, employees, contractors subcontractors, subconsultants and/or their officers, directors, agents, servants or employees (or any entity or individual for whom Consultant shall bear the legal liability) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant’s proportionate percentage of fault.

18.2. Other Indemnities.

18.2.1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement, and/or any acts, errors, omissions, negligence, or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement , except to the extent the Liabilities arise from the active or sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties.

Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.2.2. Contractor shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.3. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible 17 of 23
and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims and/or Liabilities in law or equity, whether actual, alleged or threatened, to the extent arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement, any acts, omissions, negligence or willful misconduct of Contractor’s subcontractor, subconsultant, or other person or entity, and its officers, directors, managers, affiliates, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, and/or their officers, directors, managers, affiliates, agents, servants or employees (or any other entity or individual for whom Contractor’s subcontractor, subconsultant and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims and/or Liabilities arise from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.4. Workers’ Compensation Acts Not Limiting. Contractor’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, servants, volunteers and those City agents serving as independent contractors in the role of City officials.

18.5. Indemnification Not Limited by Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor’s liability, or as a waiver of or limitation on full performance of Contractor’s duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor’s defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Contractor’s defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees.

18.6. Survival of Terms. Contractor’s covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Non-Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor covenants that it shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors, subcontractors or consultants because of or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national 18 of 23
origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City, its elected or appointed officials, officers, employees, agents, servants, volunteers, any City agents serving as independent contractors in the role of City officials, and/or any City consultants, contractors, subcontractors, or subconsultants on any basis prohibited by law

20.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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 agrees to comply with such provisions before commencing the performance of the Services.

21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Government Code Claim Compliance
In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no 19 of 23
such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City.

25.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

26.0 Non-Exclusive Agreement
Contractor acknowledges that City may enter into agreements with other consultants for services encompassed by or similar to the services that are subject to this Agreement or may have its own employees perform services encompassed by or similar to those services contemplated by this Agreement.

27.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

28.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states.

29.0 Prohibited Interests; Conflict of Interest

29.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner 20 of 23
with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

29.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

29.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

30.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its officers, directors, managers, affiliates, employees, agents, and subcontractors for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its officers, directors, managers, affiliates, employees, agents and subcontractors.

31.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Contractor’s report or plans. Should Contractor fail to make such 21 of 23
correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction.

32.0 Non-Appropriation of Funds
Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor’s Services beyond the current fiscal year, this Agreement shall cover payment for Contractor’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

33.0 Mutual Cooperation

33.1. City’s Cooperation. City shall provide Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Services required under this Agreement.

33.2. Contractor’s Cooperation. Contractor agrees to work closely and cooperate fully with City’s representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Contractor’s performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

34.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

35.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.
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36.0 Recitals
City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement.

37.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

38.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.

EXHIBIT A
Request for Proposals
for
On-Call Utilities and Electrical Maintenance, Repair and Emergency/Unexpected Task Services
City of Seal Beach
Request for Proposals
for
On-Call Utilities and Electrical Maintenance,
Repair and Emergency Services
RFP responses to be received until
2:00 P.M., May 6, 2026
in the Public Works Department
ATTN: Sean Sabo, Management Analyst
Approved for Advertising:

Iris Lee
Director of Public Works
Date Issued: March 31, 2026
ii
Table of Contents
I. INTRODUCTION
II. GENERAL REQUIREMENTS
III. DISCIPLINE A UTILITIES MAINTENANCE, REPAIR AND EMERGENCY

SERVICES
IV. DISCIPLINE B ELECTRICAL MAINTENANCE, REPAIR AND

EMEREGENCY SERVICES
V. PRE-PROPOSAL QUESTIONS
VI. SCHEDULE
VII. SUBMITTAL REQUIREMENTS
VIII. FEE AND COST PROPOSAL
IX. INTERVIEW
X. SELECTION PROCESS
XI. SPECIAL PROVISIONS
XII. GENERAL CONDITIONS
EXHIBIT A Cost Proposals
EXHIBIT B Sample Contract
3 REQUEST FOR PROPOSALS FOR

ON-CALL UTILITIES AND ELECTRICAL MAINTENANCE, REPAIR AND

EMERGENCY SERVICES
ALL INTERESTED PARTIES MUST ACCESS RFP DOCUMENTS VIA PLANETBIDS.

COMMUNICATION AND ADDENDA, IF ANY, WILL BE DISTRIBUTED TO REGISTERED PARTIES VIA PLANETBIDS.

I. INTRODUCTION
The City of Seal B
water, wastewater, storm water, and electrical systems serving municipal buildings, pump stations, wells, reservoirs, and related public works assets.

The City is soliciting proposals from qualified contractors to provide on-call utilities and electrical maintenance and repair services, which may include routine, emergency, and unanticipated work assignments under two distinct disciplines:

Discipline A Utilities Maintenance, Repair and Emergency Services Discipline B Electrical Maintenance, Repair and Emergency Services Proposers may submit qualifications for one or both disciplines. The City intends to award one or more on-call agreements with qualified contractors within each discipline to ensure adequate availability, specialized expertise, and timely response capability. Work may include routine maintenance, emergency repairs, and unforeseen infrastructure failures requiring immediate response. Contractors shall provide all labor, materials, tools, equipment, transportation, supervision, and incidentals necessary to complete assigned work.

The anticipated term of each agreement is three (3) years, with the option to extend for two (2) additional oneyear periods at the sole discretion of the City.

Due to the as-needed nature of these services, no minimum amount of work is guaranteed, even if awarded.

The scope, schedule, and cost for each requested task will be authorized on a task order basis. The City reserves the right to solicit competitive proposals among awarded contractors within a discipline or to separately bid any project at its discretion.

II. GENERAL REQUIREMENTS (APPLICABLE TO ALL DISCIPLINES) Licensing and Experience
proposing at the time of proposal submittal and must maintain the license in good standing for the duration of the Agreement.
4 All proposers shall demonstrate a minimum of ten (10) years of relevant maintenance and repair experience in the applicable discipline. Contractors must be registered with the Department of Industrial Relations (DIR) and must obtain and maintain a valid City of Seal Beach business license upon award.

Safety and Regulatory Compliance
All work performed under this contract shall comply with all applicable federal, state, and local laws, regulations, codes, and standards. This includes, but is not limited to, requirements established by:

Applicable American Public Works Association standards
Applicable American Water Works Association (AWWA) standards Applicable Building and Electrical Codes
California Division of Occupational Safety and Health (Cal-OSHA) California Manual on Uniform Traffic Control Devices (CA MUTCD) County of Orange standards
City of Seal Beach Cross-Connection Control Policy Handbook (CCCPH) standards City of Seal Beach Standard Plans and Specifications
Environmental and air quality regulations
Equipment manufacturer specifications
National Association of Sewer Service Companies (NASSCO) National Pollutant Discharge Elimination System (NPDES) Other Agencies Having Jurisdiction (AHJ)
Standard Specifications for Public Works Construction (Green Book, latest edition) Work Area Traffic Control Handbook (WATCH Manual)
The Contractor shall conduct all operations in a manner that provides maximum safety to the public, City personnel, and Contractor staff.

Service Response Requirements
The Contractor shall provide emergency response services when requested by the City. Emergency situations may include utility failures, electrical system failures, hazardous conditions, or other unforeseen infrastructure issues requiring immediate attention.

Unless otherwise directed by the City, the Contractor shall mobilize personnel and equipment within three (3) hours of notification for emergency service requests.

For non-emergency work assignments, the Contractor shall respond to City service requests within one (1) business day, unless otherwise directed by the City. The Contractor shall coordinate scheduling with the City to ensure timely completion of assigned tasks.

Compensation and Billing
Separate rate sheets shall be submitted for each discipline. Compensation shall be based on the approved rate sheet and negotiated task order pricing.

Labor charges shall apply to time spent performing work at the job site unless otherwise approved in writing.

Travel time is not compensable unless expressly authorized. Materials shall be reimbursed at actual documented cost plus a markup not to exceed fifteen percent (15%). Supporting documentation shall be provided with each invoice.
5 If the City determines that the Contractor has not satisfactorily performed the Work, payment may be withheld until the Work is completed to the satisfaction of the City. The City shall certify that the Work has been inspected and accepted prior to payment. The Contractor shall be responsible for timely payment of subcontractors, material suppliers, workers, and vendors.

Working Hours
Unless otherwise authorized by the City, work shall be performed during normal City business hours. Normal working hours for non-emergency work shall generally be between 7:30 a.m. and 5:30 p.m., Monday through Friday. Work performed outside of normal working hours, including nights, weekends, or holidays, may require approved rate schedule.

Except in documented emergencies involving immediate risk to public health, safety, or critical infrastructure, the Contractor must obtain prior approval from the City before commencing work outside of normal working hours.

Staffing and Crew Requirements
The Contractor shall maintain an adequate workforce to perform the services required under this Agreement.

Field work shall be performed by a crew consisting of at least two experienced and properly qualified employees unless otherwise approved by the City.

The Contractor shall ensure sufficient staffing is available to meet required emergency response timeframes.

Upon request, the Contractor shall provide a listing of employees assigned to a task order, including names, dates worked, and hours worked for each date.

Equipment Availability
The Contractor shall provide, with its Proposal, a list of equipment owned or otherwise immediately available for use in performing the Work. The Contractor shall ensure that all equipment is properly maintained, suitable for the intended work, and compliant with applicable safety regulations.

Subcontractors
If subcontractors are proposed, the Contractor shall include a list of subcontractors with the Proposal. The Contractor shall remain fully responsible for the performance, safety compliance, and legal compliance of all subcontractors.

The City reserves the right to request additional information or references for any proposed subcontractor.

Prevailing Wage Compliance
Work is subject to California prevailing wage requirements (see General Conditions).

Rates and Safety Equipment
All hourly rates and unit prices submitted shall be fully burdened and shall include supervision, overhead, profit, safety equipment, and all incidental costs necessary to complete the work.

For emergency work, hourly rates shall apply only to actual time spent performing work at the job site. Travel time shall not be compensable unless expressly authorized in writing by the City.

Site Investigation
Prior to the proposal due date, prospective Contractors may inspect City facilities and work locations to familiarize 6 themselves with site conditions. City representatives will be available to answer questions upon request.

III. DISCIPLINE A UTILITIES MAINTENANCE, REPAIR AND EMERGENCY SERVICES A. System Overview
system provides service to approximately 5,500 customers through approximately 68 miles of transmission and distribution pipeline ranging from 4 inches to 20 inches in diameter. Pipelines are constructed of cast iron, asbestos cement, PVC, reinforced concrete cylinder pipe, and cement mortar-lined and coated steel pipe. The water system also includes three (3) active wells, two (2) reservoirs, two (2) booster pump stations, and an imported water supply connection.

The wastewater collection system includes approximately 181,000 linear feet of gravity sewers, 15,000 linear feet of force mainlines, 780 manholes, and six (6) pump stations.

The storm water system includes approximately eight (8) miles of reinforced concrete pipelines, 230 catch basins, one (1) City-owned pump station, and related drainage infrastructure.

B. Contractor Qualifications and Licensing
Contractors proposing under this discipline must possess a valid California Class A (General Engineering) and/or C-34 (Pipeline) and C-42 (Sanitation System) issued by the Contractors State License Board at the time of proposal submittal and shall maintain the license for the duration of the Agreement.

C. Scope of Services
Under this discipline, the Contractor shall provide all labor, supervision, equipment, traffic control, materials, tools, safety equipment, and incidental work necessary to perform on-call maintenance and repair of water, wastewater, and stormwater infrastructure.

Work may include, but is not limited to, excavation and trenching, pavement removal and restoration, backfill and compaction, welding, removal and disposal of materials, traffic control implementation, and restoration of damaged improvements. Services may include installation, repair, and replacement of pipelines, valves, meters, vaults, manholes, pump station components, backflow devices, fire connections, catch basins, and related utility infrastructure.

Work may require temporary water service installation, sewer bypass pumping, dewatering, shoring, asbestos cement pipe handling and disposal, and regulatory compliance related to NPDES and other environmental requirements.

D. Construction and Field Requirements
Traffic Control
Traffic control shall be provided in accordance with the Special Provisions.

Protection of Existing Facilities and Property
7 The Contractor shall locate and protect all existing utilities, infrastructure, and adjacent public and private property during the performance of the Work. The Contractor shall coordinate with utility owners and comply with all utility notification requirements. Detailed requirements are provided in the Special Provisions.

Temporary Water Service
When maintenance or repair activities require interruption of existing water or sewer service, the Contractor shall provide, install, operate, and maintain temporary systems necessary to ensure continuity of service to affected customers. Temporary utility systems shall be installed and maintained in a safe and reliable manner and in compliance with applicable federal, state, and local regulations.

Where water service disruptions occur, the Contractor shall furnish and install temporary potable water service systems as necessary to maintain service, and shall comply with latest AWWA standards. Temporary systems may include above-ground piping, hoses, service connections, valves, and meters. All temporary water service systems shall be equipped with an approved backflow prevention device installed in accordance with the City Cross-Connection Control Policy Handbook (CCCPH) standards and applicable local regulations. Backflow prevention assemblies shall be properly installed and maintained for the duration of the temporary service to protect the potable water supply. All materials used for temporary water service shall be approved for potable water use and installed in a manner that protects the public and prevents damage from traffic or construction activities. Temporary water systems shall be properly secured, maintained throughout their use, and disinfected or flushed where required Utilities Division staff prior to being placed into service.

All temporary utility systems shall remain in service until permanent utilities have been restored. Upon completion of the work, the Contractor shall remove all temporary facilities and restore affected areas to their original or better condition.

Sanitary Sewer Overflow Prevention
Where sewer lines must be taken out of service, the Contractor shall provide temporary bypass pumping systems sufficient to maintain continuous wastewater conveyance and prevent sanitary sewer overflows.

Bypass systems shall be appropriately sized for anticipated flows and shall include pumps, piping, power supply, and backup equipment necessary to maintain uninterrupted operation. The Contractor shall monitor bypass systems during operation and respond promptly to any malfunction or failure. The Contractor shall maintain a minimum of one backup pump per operating pump, on site, throughout the duration of any sewage pumping procedure.

The Contractor shall be responsible for properly designing, installing, operating, and maintaining all temporary sewer bypass systems necessary to prevent sanitary sewer overflows during the performance of the Work.

The Contractor shall immediately notify the City of any bypass system failure, spill, or overflow condition. Any system shall be the responsibility of the Contractor, including all required containment, cleanup, reporting assistance, and restoration activities necessary to address the incident.

Shoring and Trench Safety
The Contractor shall provide all necessary trench protection systems, including shoring, shielding, sloping, or other protective measures, in accordance with applicable Cal-OSHA excavation safety regulations and all other relevant safety standards. Trench protection systems shall be designed, installed, maintained, and removed in accordance with regulatory requirements to ensure the safety of workers, the public, and adjacent improvements.
8 The Contractor shall be responsible for evaluating site conditions, including soil classification, groundwater conditions, trench depth, and surcharge loads, and selecting appropriate protective systems accordingly. All trenching and excavation operations shall comply with applicable safety regulations, and the Contractor shall ensure that excavation areas are properly secured and protected from hazards throughout the duration of the work.

Asbestos Cement Pipe
Existing utility infrastructure may include Asbestos Cement Pipe (ACP). When ACP is encountered, the Contractor shall perform all handling, removal, and disposal activities in accordance with applicable environmental and safety regulations. Personnel performing this work shall possess all required training and certifications.

Utility Damage Responsibility
The Contractor shall be responsible for any damage to existing utilities, facilities, or improvements resulting utility markings are approximate and are provided for informational purposes only. The Contractor shall verify utility locations as necessary and shall exercise due care during excavation and construction activities.

Any utilities, facilities, or improvements damaged by the Contractor shall be immediately reported to the City of the City and the utility owner.

Site Cleanup and Restoration
The Contractor shall maintain work areas in a clean, safe, and orderly condition at all times. Debris, excess materials, and waste generated during the Work shall be promptly removed and disposed of in accordance with applicable regulations.

Upon completion of the Work, the Contractor shall remove all equipment, temporary facilities, and construction materials from the site and shall restore all disturbed surfaces, including pavement, sidewalks, landscaping, and other improvements, to equal or better condition to the satisfaction of the City.

Stormwater Pollution Prevention
The Contractor shall comply with all applicable National Pollutant Discharge Elimination System (NPDES) stormwater regulations and permit requirements during the performance of the Work. The Contractor shall implement and maintain appropriate Best Management Practices (BMPs) to prevent sediment, debris, construction materials, and other pollutants from entering the storm drain system or nearby waterways. BMPs may include, but are not limited to, inlet protection, sediment control devices, spill prevention measures, proper material storage, and erosion control practices. The Contractor shall regularly inspect and maintain BMPs throughout the duration of the Work and shall promptly address any deficiencies or releases to ensure compliance with all applicable stormwater quality requirements.

IV. DISCIPLINE B ELECTRICAL MAINTENANCE AND REPAIR SERVICES A. Contractor Qualifications and Licensing
Contractors proposing under this discipline must possess a valid California Class A (General Engineering) and/or Class C-
9 B. Scope of Services
Under this discipline, the Contractor shall provide on-call electrical maintenance and repair services for municipal facilities and utility infrastructure, including wells, pump stations, lighting, and related infrastructure.

Services may include troubleshooting, repair, replacement, installation, testing, and inspection of electrical systems and components, including panels, controls, wiring, conduits, lighting systems, motors, pumps, transmission systems, and associated equipment necessary to maintain safe and reliable operations.

All electrical work shall comply with the National Electrical Code, California Electrical Code, Standard Specifications for Public Works Construction (latest edition), City standards and provisions, Caltrans Standard Specifications where applicable, and all Agencies Having Jurisdiction.

V. PRE-PROPOSAL QUESTIONS
For answers to questions or particulars regarding this Request for Proposal, all interested parties are to contact:

Sean Sabo
Management Analyst
Department of Public Works
211 Eighth Street
Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1431
The City will respond to all questions and requests for clarification received by April 13, 2026.

VI. SCHEDULE
The following dates reflect the anticipated schedule:

Request for Proposal Solicitation 3/31/2026
Pre-Proposal Question Deadline 4/28/2026
Proposal Submittal Deadline 5/6/2026, 2:00p.m.

Contractor Interviews (if conducted) May 2026
Contract Award by City Council June 2026
Notice to Proceed June 2026
VII. SUBMITTAL REQUIREMENTS
Acceptance of Submittals
Proposals are due by 2:00 PM on May 6, 2026 to the following. Postmarks will not be accepted.

Sean Sabo
Management Analyst
Department of Public Works
211 Eighth Street
10 Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1431
Please submit one (1) unbound original, two (2) bound hard copies, and one (1) electronic copy of the Contractor (s). Proposals received after the date and time listed above will not be accepted or considered for this Project.

Firms proposing to provide services in both disciplines (utilities and electrical) shall submit separate proposals for each discipline. Each proposal shall be complete and stand on its own, clearly identifying the applicable discipline.

There is no expressed or implied obligation for City to reimburse firms for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act (Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or proprietary will be ineffective and will be disregarded.

The City reserves the right to retain all proposals submitted, and to use any idea in a proposal regardless of whether the proposal was selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in the RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected Contractor.

All property rights, including publication rights of all reports produced by the selected Contractor in connection with services performed under this Agreement shall be vested in the City.

Protest procedures and dispute resolution process shall follow 2 CFR Part 200.318(k), 23 CFR 172.5(c)(18).

Information to be Submitted
Maximum page limit: 35 pages per proposal.

The following information shall be provided, at a minimum:

Cover Letter
Table of Contents
Company Qualifications
Local Staffing List
Understanding/Approach
References
List of Subcontractors
Sample Letter Proposal
Cost Proposal
Exceptions
Business Entity
Contract Signatories

Cover Letter: Cover letter shall not exceed two pages. It shall provide an executive summary of the proposal, clearly identify the discipline being applied for,
this RFP.

Table of Contents: The table of contents shall list the following sections with page numbers and information in each section shall be provided.
11 Company Qualifications: Provide a summary of the Contractor experience.

Local Staffing List: Provide an organizational chart showing the names, positions, responsibilities, and availability of the individual(s) that would be assigned to this Agreement, including sub-Contractors. Identify the individual(s) authorized to negotiate the contract on behalf of the and the Contractor manager.

Understanding/Approach: Describe the Contractor Work requested in this RFP, any key issues that may need special attention. Describe how the Contractor will approach the scope of services and each task needed to complete the project.

Any task assumptions and/or exclusions shall be clearly identified.

References: Contractor should provide a minimum of five (5) references from public agencies the Contractor has performed work for within the last five (5) years. Information shall include, at a minimum:

Agency name
Scope of work and/or services provided, prime/sub-Contractor.

Project outcome
Construction value
Dates
Client project manager name, valid telephone number, and email List of Subcontractors: Contractor will be required to provide a list of subcontractors that it intends to use. each subcontractor, at a minimum. Subcontractor must comply with all applicable licensing requirements.

Sample Letter Proposal: Contractor will be required to submit a sample letter proposal providing a template of how the Contractor intends to respond to each Work request.

Fee & Cost Proposal: Contractors shall submit a separate Cost Proposal for each discipline for which they are proposing services. Contractors may submit proposals for one or both disciplines; however, each discipline shall include its own complete Cost Proposal and rate schedule submitted as part of a standalone proposal.

Fee & Cost Proposal for Discipline X On-Call
(Utilities or Electrical) Maintenance, Repair and Emergency Services identify the applicable discipline (Discipline A Utilities Maintenance and Repair Services and/or Discipline B Electrical Maintenance and Repair Services).

The Cost Proposal shall include proposed labor classifications, hourly labor rates, and equipment rates, necessary to perform the services described in this Request for Proposals.

Contractors may include additional labor classifications or equipment rates beyond those identified in Exhibit A if necessary to support the proposed services. Any additional classifications or rates shall be clearly identified in the submitted rate schedule.

The Method of Payment of the Contract will be Time and Material. 12 Exceptions: The Contractor shall review this RFP and attached sample contract. Exceptions to any portion of not constitute City concurrence and acceptance. Exceptions may be negotiated with the top-ranked firm.

Business Entity:

Clearly indicate the
registration number for the prime/sub-Contractor, and provide the Contractor and subinformation.

Contract Signatories: Provide the two binding signatories for the firm, pursuant to California Corporation Code Section 313.

VIII. FEE AND COST PROPOSAL
In preparing the fee and cost proposal for this project, the Contractor shall take into consideration the following:

1. Compensation for services, and any optional tasks, provided will be on a time-and-materials.

2. Fee proposal and billing rates shall remain effective for the term of the Agreement. Any anticipated billing/rate adjustments shall be clearly identified in the Proposal and shall not be made more than once each calendar year.

3. -timing, billing rates for all classifications of staff likely to be involved shall be included with the fee proposal along with the mark-up rate for any non-labor expenses and sub-Contractors. Any anticipated fee adjustments shall be clearly noted.

4. If applicable and necessary, the City will negotiate the final fee with the top-ranked Contractor.

IX. INTERVIEW
Top ranked Contractor team(s) may be interviewed by the selection committee. Proposed key personnel from X. SELECTION PROCESS
Proposals will be evaluated on the basis of the response to all provisions of this RFP. Since this solicitation is an RFP as opposed to a Bid, pricing alone will not constitute the entire selection criteria. The City may use some or all of the following criterion in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance. The City reserves the right to modify the evaluation criterion and percentage of score as deemed appropriate prior to the commencement of evaluation.
13 POTENTIAL EVALUATION CRITERIA

1. Completeness of Response (Pass/Fail)
Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent addenda and do not address each of the requested items will be considered incomplete, may be rated a Fail in the Evaluation Criteria, and may receive no further consideration.

2. Qualifications & Experience (35 points)
a. Local Presence - respond in emergencies and
effectively conduct the .
b. Relevant experience, specific qualifications, and technical expertise of the Contractor and sub-Contractors to perform the work.
c. Quality of references from at least five (5) agencies the Contractor currently or have previously consulted for in the past five (5) years.

3. Organization & Approach (35 points)
a. requested Work.
b.
emergency and/or non-emergency Work.
c. services without the
compromise of quality, cost, and/or time.
d. -perform the requested Work, or form a quality sub-contracting team.
e. the nature of public sector work and its decision-making process.
f.

Maintenance Agreement.

4. Fee (30 points)
a. Fee & Cost proposal
b. Quality of sample letter proposal
The City reserves the right to determine whether or not a proposal meets the specifications and requirements requirements. The City reserves the right to reject any and all proposals. The City reserves the right to put non-emergency and pre-planned projects out for formal bidding.

All proposals received as specified will be evaluated by City staff in accordance with the abovementioned.

During the evaluation period, the City may do any or all of the following:
interviews with the top candidates; conduct onContractors should be aware that award may be made without Contractor visits, interviews, or further discussion or negotiations.
14 XI. SPECIAL PROVISIONS
(Applicable to All Disciplines Unless Otherwise Noted)

PERSONNEL
The Contractor shall furnish all labor necessary for the satisfactory performance of the Work described in this Agreement. All personnel assigned under this contract shall be properly trained, qualified, and experienced in performing the types of maintenance, repair, installation, inspection, and emergency response services required under this RFP.
a.

All employees shall adhere to professional standards of appearance and conduct while performing Work within the City. Personnel shall wear appropriate work attire and all personal protective equipment required by federal and state safety regulations. Clothing and gear shall be worn in accordance with applicable safety standards at all times.

The City reserves the right to require removal and replacement of any employee whose conduct, workmanship, or performance is deemed unsatisfactory, unsafe, or inconsistent with the requirements of this Agreement. b. Typical Tasks
Contractor personnel shall possess the necessary technical skills, certifications, and field experience to perform electrical, utility, and related maintenance and repair services as authorized under this Agreement. c. Licenses
At the time of proposal submittal and throughout the term of the Agreement, the Contractor shall possess and maintain all licenses required to perform the Work, including:
limited to:
o -
o - and,
Class - for utility maintenance and repair services;
and/or;
o
If selected, the Contractor shall maintain a valid City of Seal Beach business license for the duration of the Agreement.

All personnel operating vehicles or specialized equipment shall possess valid and appropriate California driver licenses and certifications as required by law.
d. Knowledge and Experience
of the electrical and/or utilities maintenance and repair industries, as applicable to the assigned Work. Personnel shall have sufficient experience to perform services safely, efficiently, and in full compliance with applicable codes, standards, and regulations.
15 EQUIPMENT
The Contractor shall furnish all equipment, tools, vehicles, materials, and incidentals necessary for the satisfactory performance of the Work.
a. Vehicle and Equipment Maintenance
All vehicles and equipment used in connection with this Agreement shall be maintained in safe, operable mechanical condition. Equipment shall comply with applicable safety regulations and shall be properly adjusted and maintained to ensure safe operation at all times.

The City reserves the right to prohibit the use of equipment deemed unsafe, improperly maintained, or unsuitable for the Work.
b. Storage of Equipment
The Contractor shall be responsible for providing appropriate storage facilities for equipment and materials.

Equipment shall not be stored within public rights-of-way or on City property without prior written authorization from the City.

SUPERVISION
The Contractor shall provide competent and continuous supervision of all Work performed under this Agreement.

A designated foreman or authorized representative shall oversee daily operations, ensure quality workmanship, maintain schedules, and ensure compliance with all safety, licensing, and contract requirements.

The designated supervisor shall:

Be available during active Work operations;
Serve as the primary point of contact for the City;
Coordinate scheduling and respond to service requests or complaints; and Ensure that all Work is performed in accordance with the Contract Documents.

Supervisory personnel shall have a minimum of five (5) years of relevant experience in electrical and/or utilities maintenance and repair, as applicable to the services being performed.

Failure to provide adequate supervision may result in corrective action, withholding of payment, or termination in accordance with the Agreement.

METHOD OF WORK
The Contractor shall furnish all labor, supervision, materials, tools, equipment, transportation, traffic control, Work shall be completed in place, in a professional and workmanlike manner, and in accordance with the Contract Documents.

The Contractor is solely responsible for means and methods of construction, maintenance, and repair operations, and shall perform all Work in a manner that ensures maximum safety to the public, City personnel, and Contractor staff.

All Work shall comply with all applicable federal, state, and local laws, regulations, codes, standards, and manufacturer specifications, including but not limited to Cal-OSHA requirements, applicable Building Codes, the 16 City of Seal Beach Municipal Code, and any Agency Having Jurisdiction (AHJ). Failure to comply may result in suspension of Work, termination of the Agreement, or other remedies available to the City.

The City reserves the right to stop Work, issue restraint or cease-and-desist orders, or require corrective action if unsafe practices, code violations, or contract noncompliance are observed.

The Contractor shall maintain all work sites in a safe condition and shall protect the Work until final acceptance by the City. Any hazardous or unsafe condition encountered that is not caused by the Contractor shall be immediately reported to the City in writing.

All debris, surplus materials, and waste shall be removed daily or as directed by the City and disposed of in accordance with applicable regulations. Upon completion, each site shall be left clean, safe, and in a presentable condition satisfactory to the City.

TRAFFIC CONTROL
The Contractor shall provide, install, and maintain all traffic control measures necessary to safely perform the Work and protect the public, workers, and adjacent properties. Traffic control shall be implemented in accordance with applicable City requirements and State standards, including the most current edition of the Work Area Traffic Control Handbook (WATCH Manual) and the California Manual on Uniform Traffic Control Devices (CA MUTCD), as applicable.

Traffic control measures may include, but are not limited to, signage, cones, barricades, delineators, temporary lane closures, flaggers, and pedestrian accommodations. The Contractor shall be responsible for maintaining traffic control devices in proper working condition for the duration of the Work and for adjusting traffic control as necessary to address changing site conditions and ensure safe passage for vehicles, bicyclists, and pedestrians.

Traffic control shall be implemented prior to commencement of Work and remain in place until completion and rates unless otherwise specified.

Failure to properly implement traffic control measures shall constitute grounds for immediate suspension of Work.

PROTECTION OF EXISTING FACILITIES AND PROPERTY
The Contractor shall contact DigAlert and obtain all required utility markings prior to commencing any excavation activities. The Contractor shall coordinate with all applicable utility owners to identify the location of existing underground and aboveground facilities and shall verify utility locations as necessary to safely perform the Work. The Contractor shall take all necessary precautions to avoid damage to existing utilities, structures, and improvements.

The Contractor shall also protect all public and private property not designated for removal or modification as part of the Work, including but not limited to utilities, streets, sidewalks, landscaping, irrigation systems, structures, and other improvement
repaired or restored to the satisfaction of the City and the property owner at no additional cost to the City. 17 Nothing contained herein shall be construed as granting the Contractor exclusive use or occupancy of any public right-of-way, street, easement, or City property. The Contractor shall conduct operations in a manner that minimizes interference with public travel, City operations, and adjacent property access, and shall maintain safe access for residents, businesses, and emergency services at all times.

COMMUNICATION AND EMERGENCY RESPONSE
The Contractor shall provide the City with emergency contact information for at least two (2) qualified representatives authorized to respond to emergency conditions at any time during the term of the Agreement.

During normal City business hours (7:30 A.M. to 5:30 P.M., Monday through Friday), the Contractor shall maintain personnel capable of directly responding to telephone and email inquiries. An answering service alone shall not satisfy this requirement.

For emergency requests, the Contractor shall mobilize and arrive on site within three (3) hours of notification unless otherwise directed by the City.

AUTHORIZATION OF WORK AND EMERGENCY RESPONSE
All work performed under this Agreement shall be on a task-by-task basis and requires written authorization from the City prior to commencement, except in documented emergency situations. When requested by the City, the Contractor shall submit a written proposal describing the proposed scope of work, estimated labor hours, required materials and equipment, and anticipated schedule. The City reserves the right to review, negotiate, and approve the scope and pricing before issuing written authorization or a Notice to Proceed. The Contractor shall perform only the work authorized, and any work performed without City authorization shall be at the In situations where immediate action is necessary to protect public health, safety, or critical infrastructure, the City may authorize the Contractor to proceed with emergency work without a prior written task order. In such cases, the Contractor shall perform the work on a time-and-materials basis in accordance with the approved rate schedule and shall provide detailed documentation of labor, equipment, and materials used. All emergency work shall be executed safely, efficiently, and in compliance with applicable laws, codes, and regulations.

This Agreement provides on-call services on an as-needed basis, and the City does not guarantee any minimum amount of work. The Contractor shall have no claim against the City for anticipated profits, overhead, mobilization, standby costs, or other damages

PROGRESS OF WORK
Time is of the essence. The Contractor shall prosecute the Work diligently and in an orderly manner and shall minimize service interruptions to the greatest extent feasible. Work at each location shall be completed prior to moving to another site unless otherwise approved by the City. Failure to make satisfactory progress may result in written notice to cure, withholding of payment, or termination.

CHANGES AND EXTRA WORK
The City reserves the right to modify, increase, decrease, or omit portions of the Work as deemed necessary.

Such modifications shall not invalidate the Agreement. Extra Work shall not be performed without prior written authorization, except where immediate action is necessary to protect public health or safety. 18 If unit prices are not applicable, compensation for Extra Work shall be based on actual labor costs, verified material costs, and a markup not to exceed fifteen percent (15%), unless otherwise negotiated and approved in writing by the City. All time-and-materials work shall include a written not-to-exceed amount.

INSPECTION AND ACCEPTANCE
All Work is subject to inspection by the City. Acceptance shall occur only after the City determines that the Work complies fully with the Contract Documents.

Acceptance of Work does not relieve the Contractor of responsibility for defective or nonconforming Work discovered within the applicable warranty or statutory period.

RECORDS, INVOICING, AND PAYMENT
Payment is subject to inspection and acceptance by the City. Contractors shall maintain detailed records of work performed, including dates, locations, quantities, and descriptions of services, and shall submit completed task documentation with each invoice.

The Contractor shall maintain complete and accurate records of all Work performed, including location, description, labor hours, materials, equipment used, and dates of service.

Signed Task Orders shall accompany each invoice. The Contractor shall retain all records for the duration of the Agreement and for three (3) years following its termination.

If deficiencies are identified, the Contractor shall correct them within twenty-four (24) hours of written notice unless otherwise directed by the City. Failure to correct deficiencies may result in withholding of payment, back charges, or other remedies available under the Agreement.

INSURANCE AND LICENSING
Prior to commencement of any work, the Contractor shall provide proof of insurance coverage in the types and insurance.

The Contractor shall maintain all required contractor licenses in good standing and shall obtain and maintain a valid City business license for the duration of the Agreement.

XII. GENERAL CONDITIONS
A. Signature
The Proposal shall be signed by an individual authorized to bind the Contractor.

B. Other Considerations:

The City shall not be liable for any pre-contractual expenses incurred by any firm considering submitting a proposal in response to this RFP.
19 The City reserves the right to accept or reject any and all proposals, or any part of, or waive any informalities or irregularities. The City reserves the right to withdraw, to cancel this RFP at any time without prior notice and the City makes no representations that any contract will be awarded to any firm responding to this RFP.

C. Business License Required
The Seal Beach Municipal Code requires all businesses operating in the City to obtain a business license and pay a business license tax. For more information, go to www.sealbeachca.gov.

D. Prevailing Wage
All work performed in connection with execution of this contract work shall be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies (including, without limitation, all applicable federal and state labor standards, including the prevailing wage provisions of sections 1770 et seq. of the California Labor Code), and (b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The Contractor shall indemnify, defend and hold the City harmless from any and all claims, causes of action and liabilities based upon or arising from the failure of any work related to the Agreement to comply with all such applicable legal requirements, including, without limitation, any such claims, causes of action or liabilities that may be asserted against or incurred by City with respect to or in any way arising compliance with or failure to comply with applicable laws, including all applicable federal and state labor requirements including, without limitation, the requirements of California Labor Code section 1770 et seq.

Contractor agrees that all public work (as defined in California Labor Code section (1720) performed Labor Code sections 1770 et seq. City makes no representation or statement that the project or any In all bid specifications, contracts and subcontracts for any such Public Work, Contractor shall obtain the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification or type of worker needed to perform the Public Work, and shall include such rates in the bid specifications, contract or subcontract. Such bid specifications, contract or Contractor to pay not less
than the said prevailing rate of wages to all workers employed by the contractor in the execution of this contract. The Contractor expressly agrees to comply with the penalty provisions of California Labor Code E. Registration with the Department of Industrial Relations In accordance with Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)].

The Department of Industrial Relations Registration Number shall be listed for the Contractor and each subcontractor, if any, in the bid proposal.
20 EXHIBIT A

FEE & COST PROPOSALS
21 FEE & COST PROPOSAL FOR DISCIPLINE A

ON-CALL UTILITIES MAINTENANCE, REPAIR AND EMERGENCY SERVICES (additional labor/material rates may be added as a separate attachment) MOBILIZATION COST (Normal Working Hours)
/TASK ORDER
MOBILIZATION COST (Non-Working Hours)
/TASK ORDER
MINIMUM CALL OUT (in dollars or hours, if applicable)

EQUIPMENT
NO. DESCRIPTION

UNIT OF

MEASURE UNIT PRICE DESCRIPTION
E1 Pick-Up Truck HOUR $
E2 Crew Truck HOUR $
E3 Flatbed Truck HOUR $
E4 Bed Trailer HOUR $
E5 Bobcat HOUR $
E6 Small Excavator HOUR $
E7 Medium Excavator HOUR $
22 E8 Large Excavator HOUR $
E9 Backhoe HOUR $
E10 Dump Truck/Super 10 HOUR $
E11 Truck and Pup HOUR $
E12 Water Truck HOUR $
E13 Vactor Truck HOUR $
E14 Sweeper HOUR $
E15 Wheel Loader HOUR $
E16 Skip Loader HOUR $
E17 Air Compressor w/Jack
Hammer HOUR $
E18 Hydraulic Breaker HOUR $
E19 Asphalt Paver HOUR $
E20 Concrete Mixer HOUR $
E21 Concrete Saw HOUR $
E22 Compaction Wheel HOUR $
E23 Wacker HOUR $
23 E24 Vibratory Compactor HOUR $
E25 Generator HOUR $
LABOR
NO. DESCRIPTION

STANDARD OVERTIME DOUBLE TIME
L1 Superintendent $ $ $
L2 Project Manager $ $ $
L3 Foreman/Operator $ $ $
L4 Foreman/Laborer $ $ $
L5 Operator $ $ $
L6 Laborer $ $ $
L7 Welder $ $ $
L8 Teamster $ $ $
L9 Pipelayer $ $ $

ADJUSTMENTS
Provide any anticipated rate/cost adjustments as a separate attachment, if necessary. 24 FEE & COST PROPOSAL FOR DISCIPLINE B

ON-CALL ELECTRICAL MAINTENANCE, REPAIR AND EMERGENCY SERVICES (additional labor/equipment/material rates may be added/clarified with a separate attachment) MOBILIZATION COST (Normal Working Hours)
/TASK ORDER
MOBILIZATION COST (Non-Working Hours)
/TASK ORDER
MINIMUM CALL OUT (in dollars or hours, if applicable)
LABOR
NO. DESCRIPTION

STANDARD OVERTIME DOUBLE TIME
L1 Electrician $ $ $
L2 Journeyman $ $ $
L3 Helper/Apprentice
(non-Journeyman)
$ $ $
L4
L5
L6
L7
25 EQUIPMENT
NO. DESCRIPTION UNIT PRICE
E1 Truck $
E2 Trailer $
E3 Power Generator $
E4 Forklift $
E5 $

ADJUSTMENTS
Provide any anticipated rate/cost adjustments as a separate attachment, if necessary. 26 EXHIBIT B

SAMPLE CONTRACT

MAINTENANCE SERVICES AGREEMENT
for
On-Call (Utilities or Electrical) Maintenance and Repair Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
<Contractor Name>
<Address>
<City, State, Zip Code>
<Phone Number>
This Maintenance Services <DATE> (the
<CONTRACTOR LEGAL NAME> Contractor
<TYPE OF LEGAL ENTITY AND STATE OF FORMATION (e.g., a California corporation, partnership, limited liability company, sole proprietorship, etc.)> and 2 of 19

RECITALS
A. City desires certain on-call emergency and unexpected task (utilities or electrical) maintenance and repair services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals on <DATE>, titled -Call Utilities and Electrical Maintenance, Repair and Emergency Contractor submitted a proposal dated <DATE> in response to the RFP.

C. Contractor represents that the principal members of its firm are qualified California licensed contractors <License #XXXXX, DIR XXXXXXX> and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Strictly on an on-call basis, Contractor shall provide those (utilities or electrical) maintenance and related repair in
the Request for Proposals attached hereto as Exhibit A
Proposal attached hereto as Exhibit B, and incorporated herein by this reference.

To the extent that there is any conflict between Exhibit A, Exhibit B, and this Agreement, this Agreement shall control. Given the on-call nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.

1.2. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.3. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

1.4. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake 3 of 19
the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Contractor
and professional manner, and Contractor and Contractor
Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor work by the City shall not operate as a release of Contractor from such standard of care and workmanship.

1.5. Contractor will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three (3) years
expire at midnight on <DATE>, unless sooner terminated or extended as provided by this Agreement.

2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up two additional terms one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from <DATE> through and including <DATE>, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from <DATE> through and including <DATE>, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and

3.0 Contractor

3.1. In consideration the Services set
forth in Exhibit A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for the Services but in no event will the City pay more than the total not-to-exceed amount of $_____ (____ dollars and 00/100) <TOTAL CONTRACT AMOUNT> for the <Original> Term.

3.2 Payment for any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in 4 of 19
Exhibit B, and shall not exceed the cumulative amount established by the City Council at the time of award for the <Original> Term.

3.3. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, i
performance of the Services set forth in Exhibit A City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will the City pay more than the total not-to-exceed amount of $____________ (_______ dollars) <MAXIMUM DOLLAR AMOUNT PAYABLE FOR EACH EXTENDED TERM> for each extension. Payment for any additional work authorized by City pursuant to Section 1.5 for each extension will be compensated in accordance with the fee schedule set forth in Exhibit B and shall not exceed the cumulative amount established by City at the time of award.

4.0 Method of Payment

4.1. Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

4.2. Upon 24-hour notice from City, Contractor
agents or representatives to inspect at Contractor
business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor
under this Section 4.2 shall survive for three (3) years following the termination of this Agreement.

5.0 Termination

5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5.2. Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6.0 Party Representatives
5 of 19

6.1. Agreement.

6.2. <NAME> is the Contractor's primary representative for purposes of this Agreement. <NAME> shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: <Contractor>
<Address>
City, State, Zip Code>
Attn: <Contractor Representative>

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Contractor and all of Contractor shall obtain
and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor personnel under Contractor supervision. Contractor will determine the means, methods, and details by which Contractor employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work 6 of 19
performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Contractor personnel performing any
of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor not supervise any of employees supervise Contractor
personnel. Contractor
badge, identification number, or other information identifying such individual as an employee of City; and Contractor -mail
address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor
review plans on file at City, pick up or deliver any work product related to Contractor any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor personnel in connection with their performance of any Services under this Agreement and as required by law.

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all 7 of 19
liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor . or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor
shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall ,
commencing at Government Code § 20000, as amended by the Public the regulations of
PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor ny provisions of this Section 10.0. This duty of indemnification is in addition to Contractor
harmless as set forth in any other provision of this Agreement. Contractor indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Confidentiality

11.1. Contractor covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information & developed or
8 of 19
received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court Contractor gives City notice of
such court order or subpoena.

11.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor
or mean the right by City to control, direct or rewrite the response.

11.3. Contractor s under this Section shall survive the termination or expiration of this Agreement.

12.0 Ownership of Documents and Work Product

12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.

All Data & Documents Data &
Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Contractor shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written 9 of 19
Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a Data & Documents is violating federal, state or
local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become noninfringing while remaining in compliance with the requirements of this Agreement.

These covenants shall survive the expiration and/or termination of this Agreement.

12.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors.

14.0 Prohibition Against Assignment or Delegation
Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this assignment
hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
10 of 19

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.

17.0 Insurance

17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or 11 of 19
other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto)..

17.2.3. Insurance in the amount required
for bodily injury or disease;

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

17.4. Additional Insured.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior 12 of 19
written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it;

17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials.

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives all rights of subrogation against City.

17.10. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor expense, the premium thereon. Contractor shall promptly reimburse 13 of 19
City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on All certificates and endorsements
shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor full performance of Contractor o indemnify City under Section 18.0.

17.13. Broader Coverage/Higher Limits. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17.14. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Contractor .

18.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as in
this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses or injury of any nature whatsoever, in 14 of 19
law or equity, to persons or property, including bodily injury, death, personal injury, property damage, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the Liabilities
alleged or threatened, which arise out of, pertain to, or relate to any breach of this Agreement and/or the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities
Contractor shall
reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2. Contractor shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor
subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor
the legal liability thereof) in the performance of this Agreement, including the Liabilities arising from the
sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Not Limiting. Contractor
indemnification obligations under this Section, or any other provision of this mpensation
act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.
15 of 19

18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees.

18.5. Survival of Terms. Contractor indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Non-Discrimination Equal Employment Opportunity
Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

20.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be -insurance
in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, Contractor
shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or 16 of 19
agreements. This Agreement may only be modified by a writing signed by both Parties.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

27.0 Prohibited Interests; Conflict of Interest

27.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California 17 of 19
Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

27.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

27.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

28.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor
ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.

29.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall review of Contractor plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any 18 of 19
retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction.

30.0 Non-Appropriation of Funds
Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor Services beyond the current fiscal year, this Agreement shall cover payment for Contractor Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

31.0 Mutual Cooperation

31.1. . City shall provide Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor

31.2. Contractor . In the event any claim or action is
brought against City relating to Contractor
under this Agreement, Contractor shall render any reasonable assistance that City requires.

32.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from therewith.

34.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35.0 Corporate Authority
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The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH
By: _________________________
Patrick Gallegos, City Manager
Attest:

By: _________________________
Gloria D. Harper, City Clerk
Approved as to Form:

By: _________________________
Nicholas Ghirelli, City Attorney
CONTRACTOR: <Contractor>, a
<INSERT TYPE OF ENTITY (e.g., a
California corporation>
By: __________________________
Name: __
Its:

By: __________________________
Name: ___
Its:
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)

EXHIBIT A
Request for Proposals
for
On-Call (Utilities or Electrical) Maintenance and Repair Services

EXHIBIT B
s Proposal

EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the Contractor acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by Contractor shall comply with and be bound by
all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Contractor
compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City.

10. Contractor
Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before

12. For every subcontractor who will perform work on the project, Contractor shall be Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor
officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment duties of Contractor under this Section shall survive the termination of the Agreement.

EXHIBIT B
Contractor’s Proposal

EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Contractor’s Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City.

10. Contractor acknowledges that eight hours labor constitutes a legal day’s work.

Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the 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 contract.”

12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.

MAINTENANCE SERVICES AGREEMENT
for
On-Call Utilities Maintenance, Repair and
Emergency/Unexpected Task Services
between

City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Valverde Construction, Inc.
10936 Shoemaker Avenue
Santa Fe Springs, CA 90670
(562) 906-1826
This Maintenance Services Agreement (“the Agreement”) is made as of June 22, 2026 (the “Effective Date”), by and between Valverde Construction, Inc. (“Contractor”), a California corporation and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
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RECITALS
A. City desires certain on-call utilities maintenance, repair and emergency/ unexpected task services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals (“RFP”) on April 1, 2026, titled “On-Call Utilities and Electrical Maintenance, Repair and Emergency/Unexpected Task Services.” Contractor submitted a proposal dated May 6, 2026, in response to the RFP.

C. Contractor represents that the principal members of its firm are qualified California licensed contractors (License #276469, DIR #1000002110) and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Strictly on an on-call basis, Contractor shall provide those utilities maintenance, repair and emergency/unexpected task services (collectively “Services”) in the Request for Proposals attached hereto as Exhibit A, Contractor’s Proposal attached hereto as Exhibit B, and Terms for Compliance with California Labor Law Requirements (Exhibit C), all incorporated herein by this reference. Given the on-call nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.

1.2. Agreement Documents; Order of Precedence.

1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) Exhibit A (the Request for Proposal) (“RFP”), including all attachments and exhibits thereto; (iii) Exhibit B (Contractor’s accepted proposal, “Proposal”); and (iii) Exhibit C (Terms for Compliance with California Labor Law Requirements). Exhibits A, B, and C are incorporated herein by this reference as though set forth in full.
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1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or other incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit A (the RFP); and then (iii) Exhibit C (Terms for Compliance with California Labor Law Requirements); and then (iv) Exhibit B (Proposal). In the event there is any conflict between the Agreement, on the one hand, and any of the Exhibits, the RFP or the Proposal on the other hand, the Agreement shall govern.

1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractor’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor’s staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Contractor’s work by City shall not operate as a release of Contractor from such standard of care and workmanship.

1.4. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

1.5. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. Original Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three (3) years (“Original Term”) and shall expire at midnight on June 30, 2029, unless sooner terminated or extended as provided by this Agreement.

2.2. Extensions. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up two additional terms of one year each (“extension”), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first extension shall have a term extending from July 1, 2029, through and including June 30, 2030, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from July 1, 2030, through and including June 30, 2031, unless sooner 4 of 23
terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives.

3.0 Contractor’s Compensation

3.1. Original Term. In consideration of Contractor’s performance of the Services set forth in Exhibit A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for the Services but in no event will City pay more than the total not-to-exceed amount of $600,000 (Six Hundred Thousand dollars and 00/100) for the Original Term.

3.2 Payment for any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit B, and shall not exceed the cumulative amount established by the City Council at the time of award for the Original Term.

3.3. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, in consideration of Contractor’s performance of the Services set forth in Exhibit A City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will the City pay more than the total not-to-exceed amount of $200,000 (Two Hundred Thousand dollars) for each extension. Payment for any additional work authorized by City pursuant to Section 1.5 for each extension will be compensated in accordance with the fee schedule set forth in Exhibit B and shall not exceed the cumulative amount established by City at the time of award.

4.0 Method of Payment
Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

5.0 Termination

5.1. Termination by City.

5.1.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5 of 23

5.1.2. This Agreement may be terminated by City upon 10 days’ notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.

5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon the effective termination date set forth in the notice of termination. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor all undisputed amounts for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages.

6.0 Party Representatives

6.1. The City Manager is City’s representative for purposes of this Agreement.

6.2. Joe Valverde is the Contractor's primary representative for purposes of this Agreement. Joe Valverde shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices
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7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: Valverde Construction, Inc.
10936 Shoemaker Avenue
Santa Fe Springs, CA 90670
Telephone: (562) 244-4941
Email: [email protected]
Attn: Joe Valverde

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Contractor and all of Contractor’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor’s employees or other personnel under Contractor’s supervision. Contractor will determine the means, methods, and details by which Contractor’s employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Contractor’s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as 7 of 23
an employee of City; and Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor’s choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of any Services under this Agreement and as required by law.

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall defend, indemnify and hold harmless City and its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s 8 of 23
covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”), as amended from time to time. and the regulations of PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Ownership of Work Product

11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, or used by Contractor in the performance of this Agreement (collectively “Work Product”) shall be considered “works made for hire,” for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, 9 of 23
shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor’s consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City’s own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product.

11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1.

11.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City.

If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.
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12.0 Confidentiality

12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Contractor for performance of this Agreement are confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, or other data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the geographical boundaries of City. Response to a subpoena or court order shall not be considered “voluntary,” provided Contractor gives City timely notice of such court order or subpoena.

12.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12.3. Contractor’s covenants and obligations under this Section shall survive the termination or expiration of this Agreement.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City, and any subcontracting shall be at Contractor’s sole cost and expense. Contractor is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all terms, requirements, and provisions of this Agreement.
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14.0 Prohibition Against Assignment or Delegation
Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.
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17.0 Insurance

17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance, with a minimum limit of $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and 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 Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its officers, directors, managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance. with a minimum limit of $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.2.3. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability Insurance with a minimum limit of $1,000,000 per accident and in the aggregate for bodily injury or disease.

17.2.4. Professional Liability (or Errors and Omissions Liability) Insurance: Consultant shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with that task order under this Agreement, with limits minimum limits no less than $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 13 of 23

17.4. Additional Insureds.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which Contractor is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, servants, agents, volunteers, and those City agents serving as independent contractors in the role of City officials;

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it;

17.7. Separation of Insureds. Each insurance policy required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. 14 of 23

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City and its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives all rights of subrogation against City.

17.10. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City’s part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder.

17.11. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.
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17.13. Indemnity Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

17.14. Broader Coverage/Higher Limits. .No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor.

17.15. Subcontractor Insurance Requirements/Pass-Through Clause.

Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City’s request.

17.16. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify and hold harmless City, its elected and appointed officials, officers, attorneys, employees, agents, servants, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens, and losses of any nature whatsoever, including but not limited to fees of attorneys, accountants and other professionals and all costs associated therewith, and reimbursement of attorneys’ fees and costs of defense (collectively “Claims”), in law or in equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, to the extent arising out of, pertaining to, or relating to, in whole or in part, the breach of this 16 of 23
Agreement and/or the negligence, recklessness or willful misconduct of Consultant and/or its officers, agents, servants, employees, contractors subcontractors, subconsultants and/or their officers, directors, agents, servants or employees (or any entity or individual for whom Consultant shall bear the legal liability) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code § 2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant’s proportionate percentage of fault.

18.2. Other Indemnities.

18.2.1. Other than in the performance of design professional services and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement, and/or any acts, errors, omissions, negligence, or willful misconduct of Consultant, its officers, agents, servants, employees, contractors, subcontractors, subconsultants, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Consultant shall bear legal liability) in the performance of the Services and/or this Agreement , except to the extent the Liabilities arise from the active or sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties.

Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.2.2. Contractor shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.3. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible 17 of 23
and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims and/or Liabilities in law or equity, whether actual, alleged or threatened, to the extent arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement, any acts, omissions, negligence or willful misconduct of Contractor’s subcontractor, subconsultant, or other person or entity, and its officers, directors, managers, affiliates, agents, servants, employees, materialmen, contractors, subcontractors and/or subconsultants, and/or their officers, directors, managers, affiliates, agents, servants or employees (or any other entity or individual for whom Contractor’s subcontractor, subconsultant and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims and/or Liabilities arise from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.4. Workers’ Compensation Acts Not Limiting. Contractor’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, servants, volunteers and those City agents serving as independent contractors in the role of City officials.

18.5. Indemnification Not Limited by Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor’s liability, or as a waiver of or limitation on full performance of Contractor’s duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor’s defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Contractor’s defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees.

18.6. Survival of Terms. Contractor’s covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Non-Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor covenants that it shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors, subcontractors or consultants because of or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national 18 of 23
origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City, its elected or appointed officials, officers, employees, agents, servants, volunteers, any City agents serving as independent contractors in the role of City officials, and/or any City consultants, contractors, subcontractors, or subconsultants on any basis prohibited by law

20.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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 agrees to comply with such provisions before commencing the performance of the Services.

21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Government Code Claim Compliance
In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no 19 of 23
such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City.

25.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

26.0 Non-Exclusive Agreement
Contractor acknowledges that City may enter into agreements with other consultants for services encompassed by or similar to the services that are subject to this Agreement or may have its own employees perform services encompassed by or similar to those services contemplated by this Agreement.

27.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

28.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states.

29.0 Prohibited Interests; Conflict of Interest

29.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner 20 of 23
with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

29.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

29.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

30.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its officers, directors, managers, affiliates, employees, agents, and subcontractors for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its officers, directors, managers, affiliates, employees, agents and subcontractors.

31.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Contractor’s report or plans. Should Contractor fail to make such 21 of 23
correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction.

32.0 Non-Appropriation of Funds
Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor’s Services beyond the current fiscal year, this Agreement shall cover payment for Contractor’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

33.0 Mutual Cooperation

33.1. City’s Cooperation. City shall provide Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Services required under this Agreement.

33.2. Contractor’s Cooperation. Contractor agrees to work closely and cooperate fully with City’s representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Contractor’s performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

34.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

35.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.
22 of 23

36.0 Recitals
City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement.

37.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

38.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.

EXHIBIT A
Request for Proposals
for
On-Call Utilities and Electrical Maintenance, Repair and Emergency/Unexpected Task Services
City of Seal Beach
Request for Proposals
for
On-Call Utilities and Electrical Maintenance,
Repair and Emergency Services
RFP responses to be received until
2:00 P.M., May 6, 2026
in the Public Works Department
ATTN: Sean Sabo, Management Analyst
Approved for Advertising:

Iris Lee
Director of Public Works
Date Issued: March 31, 2026
ii
Table of Contents
I. INTRODUCTION
II. GENERAL REQUIREMENTS
III. DISCIPLINE A UTILITIES MAINTENANCE, REPAIR AND EMERGENCY

SERVICES
IV. DISCIPLINE B ELECTRICAL MAINTENANCE, REPAIR AND

EMEREGENCY SERVICES
V. PRE-PROPOSAL QUESTIONS
VI. SCHEDULE
VII. SUBMITTAL REQUIREMENTS
VIII. FEE AND COST PROPOSAL
IX. INTERVIEW
X. SELECTION PROCESS
XI. SPECIAL PROVISIONS
XII. GENERAL CONDITIONS
EXHIBIT A Cost Proposals
EXHIBIT B Sample Contract
3 REQUEST FOR PROPOSALS FOR

ON-CALL UTILITIES AND ELECTRICAL MAINTENANCE, REPAIR AND

EMERGENCY SERVICES
ALL INTERESTED PARTIES MUST ACCESS RFP DOCUMENTS VIA PLANETBIDS.

COMMUNICATION AND ADDENDA, IF ANY, WILL BE DISTRIBUTED TO REGISTERED PARTIES VIA PLANETBIDS.

I. INTRODUCTION
The City of Seal B
water, wastewater, storm water, and electrical systems serving municipal buildings, pump stations, wells, reservoirs, and related public works assets.

The City is soliciting proposals from qualified contractors to provide on-call utilities and electrical maintenance and repair services, which may include routine, emergency, and unanticipated work assignments under two distinct disciplines:

Discipline A Utilities Maintenance, Repair and Emergency Services Discipline B Electrical Maintenance, Repair and Emergency Services Proposers may submit qualifications for one or both disciplines. The City intends to award one or more on-call agreements with qualified contractors within each discipline to ensure adequate availability, specialized expertise, and timely response capability. Work may include routine maintenance, emergency repairs, and unforeseen infrastructure failures requiring immediate response. Contractors shall provide all labor, materials, tools, equipment, transportation, supervision, and incidentals necessary to complete assigned work.

The anticipated term of each agreement is three (3) years, with the option to extend for two (2) additional oneyear periods at the sole discretion of the City.

Due to the as-needed nature of these services, no minimum amount of work is guaranteed, even if awarded.

The scope, schedule, and cost for each requested task will be authorized on a task order basis. The City reserves the right to solicit competitive proposals among awarded contractors within a discipline or to separately bid any project at its discretion.

II. GENERAL REQUIREMENTS (APPLICABLE TO ALL DISCIPLINES) Licensing and Experience
proposing at the time of proposal submittal and must maintain the license in good standing for the duration of the Agreement.
4 All proposers shall demonstrate a minimum of ten (10) years of relevant maintenance and repair experience in the applicable discipline. Contractors must be registered with the Department of Industrial Relations (DIR) and must obtain and maintain a valid City of Seal Beach business license upon award.

Safety and Regulatory Compliance
All work performed under this contract shall comply with all applicable federal, state, and local laws, regulations, codes, and standards. This includes, but is not limited to, requirements established by:

Applicable American Public Works Association standards
Applicable American Water Works Association (AWWA) standards Applicable Building and Electrical Codes
California Division of Occupational Safety and Health (Cal-OSHA) California Manual on Uniform Traffic Control Devices (CA MUTCD) County of Orange standards
City of Seal Beach Cross-Connection Control Policy Handbook (CCCPH) standards City of Seal Beach Standard Plans and Specifications
Environmental and air quality regulations
Equipment manufacturer specifications
National Association of Sewer Service Companies (NASSCO) National Pollutant Discharge Elimination System (NPDES) Other Agencies Having Jurisdiction (AHJ)
Standard Specifications for Public Works Construction (Green Book, latest edition) Work Area Traffic Control Handbook (WATCH Manual)
The Contractor shall conduct all operations in a manner that provides maximum safety to the public, City personnel, and Contractor staff.

Service Response Requirements
The Contractor shall provide emergency response services when requested by the City. Emergency situations may include utility failures, electrical system failures, hazardous conditions, or other unforeseen infrastructure issues requiring immediate attention.

Unless otherwise directed by the City, the Contractor shall mobilize personnel and equipment within three (3) hours of notification for emergency service requests.

For non-emergency work assignments, the Contractor shall respond to City service requests within one (1) business day, unless otherwise directed by the City. The Contractor shall coordinate scheduling with the City to ensure timely completion of assigned tasks.

Compensation and Billing
Separate rate sheets shall be submitted for each discipline. Compensation shall be based on the approved rate sheet and negotiated task order pricing.

Labor charges shall apply to time spent performing work at the job site unless otherwise approved in writing.

Travel time is not compensable unless expressly authorized. Materials shall be reimbursed at actual documented cost plus a markup not to exceed fifteen percent (15%). Supporting documentation shall be provided with each invoice.
5 If the City determines that the Contractor has not satisfactorily performed the Work, payment may be withheld until the Work is completed to the satisfaction of the City. The City shall certify that the Work has been inspected and accepted prior to payment. The Contractor shall be responsible for timely payment of subcontractors, material suppliers, workers, and vendors.

Working Hours
Unless otherwise authorized by the City, work shall be performed during normal City business hours. Normal working hours for non-emergency work shall generally be between 7:30 a.m. and 5:30 p.m., Monday through Friday. Work performed outside of normal working hours, including nights, weekends, or holidays, may require approved rate schedule.

Except in documented emergencies involving immediate risk to public health, safety, or critical infrastructure, the Contractor must obtain prior approval from the City before commencing work outside of normal working hours.

Staffing and Crew Requirements
The Contractor shall maintain an adequate workforce to perform the services required under this Agreement.

Field work shall be performed by a crew consisting of at least two experienced and properly qualified employees unless otherwise approved by the City.

The Contractor shall ensure sufficient staffing is available to meet required emergency response timeframes.

Upon request, the Contractor shall provide a listing of employees assigned to a task order, including names, dates worked, and hours worked for each date.

Equipment Availability
The Contractor shall provide, with its Proposal, a list of equipment owned or otherwise immediately available for use in performing the Work. The Contractor shall ensure that all equipment is properly maintained, suitable for the intended work, and compliant with applicable safety regulations.

Subcontractors
If subcontractors are proposed, the Contractor shall include a list of subcontractors with the Proposal. The Contractor shall remain fully responsible for the performance, safety compliance, and legal compliance of all subcontractors.

The City reserves the right to request additional information or references for any proposed subcontractor.

Prevailing Wage Compliance
Work is subject to California prevailing wage requirements (see General Conditions).

Rates and Safety Equipment
All hourly rates and unit prices submitted shall be fully burdened and shall include supervision, overhead, profit, safety equipment, and all incidental costs necessary to complete the work.

For emergency work, hourly rates shall apply only to actual time spent performing work at the job site. Travel time shall not be compensable unless expressly authorized in writing by the City.

Site Investigation
Prior to the proposal due date, prospective Contractors may inspect City facilities and work locations to familiarize 6 themselves with site conditions. City representatives will be available to answer questions upon request.

III. DISCIPLINE A UTILITIES MAINTENANCE, REPAIR AND EMERGENCY SERVICES A. System Overview
system provides service to approximately 5,500 customers through approximately 68 miles of transmission and distribution pipeline ranging from 4 inches to 20 inches in diameter. Pipelines are constructed of cast iron, asbestos cement, PVC, reinforced concrete cylinder pipe, and cement mortar-lined and coated steel pipe. The water system also includes three (3) active wells, two (2) reservoirs, two (2) booster pump stations, and an imported water supply connection.

The wastewater collection system includes approximately 181,000 linear feet of gravity sewers, 15,000 linear feet of force mainlines, 780 manholes, and six (6) pump stations.

The storm water system includes approximately eight (8) miles of reinforced concrete pipelines, 230 catch basins, one (1) City-owned pump station, and related drainage infrastructure.

B. Contractor Qualifications and Licensing
Contractors proposing under this discipline must possess a valid California Class A (General Engineering) and/or C-34 (Pipeline) and C-42 (Sanitation System) issued by the Contractors State License Board at the time of proposal submittal and shall maintain the license for the duration of the Agreement.

C. Scope of Services
Under this discipline, the Contractor shall provide all labor, supervision, equipment, traffic control, materials, tools, safety equipment, and incidental work necessary to perform on-call maintenance and repair of water, wastewater, and stormwater infrastructure.

Work may include, but is not limited to, excavation and trenching, pavement removal and restoration, backfill and compaction, welding, removal and disposal of materials, traffic control implementation, and restoration of damaged improvements. Services may include installation, repair, and replacement of pipelines, valves, meters, vaults, manholes, pump station components, backflow devices, fire connections, catch basins, and related utility infrastructure.

Work may require temporary water service installation, sewer bypass pumping, dewatering, shoring, asbestos cement pipe handling and disposal, and regulatory compliance related to NPDES and other environmental requirements.

D. Construction and Field Requirements
Traffic Control
Traffic control shall be provided in accordance with the Special Provisions.

Protection of Existing Facilities and Property
7 The Contractor shall locate and protect all existing utilities, infrastructure, and adjacent public and private property during the performance of the Work. The Contractor shall coordinate with utility owners and comply with all utility notification requirements. Detailed requirements are provided in the Special Provisions.

Temporary Water Service
When maintenance or repair activities require interruption of existing water or sewer service, the Contractor shall provide, install, operate, and maintain temporary systems necessary to ensure continuity of service to affected customers. Temporary utility systems shall be installed and maintained in a safe and reliable manner and in compliance with applicable federal, state, and local regulations.

Where water service disruptions occur, the Contractor shall furnish and install temporary potable water service systems as necessary to maintain service, and shall comply with latest AWWA standards. Temporary systems may include above-ground piping, hoses, service connections, valves, and meters. All temporary water service systems shall be equipped with an approved backflow prevention device installed in accordance with the City Cross-Connection Control Policy Handbook (CCCPH) standards and applicable local regulations. Backflow prevention assemblies shall be properly installed and maintained for the duration of the temporary service to protect the potable water supply. All materials used for temporary water service shall be approved for potable water use and installed in a manner that protects the public and prevents damage from traffic or construction activities. Temporary water systems shall be properly secured, maintained throughout their use, and disinfected or flushed where required Utilities Division staff prior to being placed into service.

All temporary utility systems shall remain in service until permanent utilities have been restored. Upon completion of the work, the Contractor shall remove all temporary facilities and restore affected areas to their original or better condition.

Sanitary Sewer Overflow Prevention
Where sewer lines must be taken out of service, the Contractor shall provide temporary bypass pumping systems sufficient to maintain continuous wastewater conveyance and prevent sanitary sewer overflows.

Bypass systems shall be appropriately sized for anticipated flows and shall include pumps, piping, power supply, and backup equipment necessary to maintain uninterrupted operation. The Contractor shall monitor bypass systems during operation and respond promptly to any malfunction or failure. The Contractor shall maintain a minimum of one backup pump per operating pump, on site, throughout the duration of any sewage pumping procedure.

The Contractor shall be responsible for properly designing, installing, operating, and maintaining all temporary sewer bypass systems necessary to prevent sanitary sewer overflows during the performance of the Work.

The Contractor shall immediately notify the City of any bypass system failure, spill, or overflow condition. Any system shall be the responsibility of the Contractor, including all required containment, cleanup, reporting assistance, and restoration activities necessary to address the incident.

Shoring and Trench Safety
The Contractor shall provide all necessary trench protection systems, including shoring, shielding, sloping, or other protective measures, in accordance with applicable Cal-OSHA excavation safety regulations and all other relevant safety standards. Trench protection systems shall be designed, installed, maintained, and removed in accordance with regulatory requirements to ensure the safety of workers, the public, and adjacent improvements.
8 The Contractor shall be responsible for evaluating site conditions, including soil classification, groundwater conditions, trench depth, and surcharge loads, and selecting appropriate protective systems accordingly. All trenching and excavation operations shall comply with applicable safety regulations, and the Contractor shall ensure that excavation areas are properly secured and protected from hazards throughout the duration of the work.

Asbestos Cement Pipe
Existing utility infrastructure may include Asbestos Cement Pipe (ACP). When ACP is encountered, the Contractor shall perform all handling, removal, and disposal activities in accordance with applicable environmental and safety regulations. Personnel performing this work shall possess all required training and certifications.

Utility Damage Responsibility
The Contractor shall be responsible for any damage to existing utilities, facilities, or improvements resulting utility markings are approximate and are provided for informational purposes only. The Contractor shall verify utility locations as necessary and shall exercise due care during excavation and construction activities.

Any utilities, facilities, or improvements damaged by the Contractor shall be immediately reported to the City of the City and the utility owner.

Site Cleanup and Restoration
The Contractor shall maintain work areas in a clean, safe, and orderly condition at all times. Debris, excess materials, and waste generated during the Work shall be promptly removed and disposed of in accordance with applicable regulations.

Upon completion of the Work, the Contractor shall remove all equipment, temporary facilities, and construction materials from the site and shall restore all disturbed surfaces, including pavement, sidewalks, landscaping, and other improvements, to equal or better condition to the satisfaction of the City.

Stormwater Pollution Prevention
The Contractor shall comply with all applicable National Pollutant Discharge Elimination System (NPDES) stormwater regulations and permit requirements during the performance of the Work. The Contractor shall implement and maintain appropriate Best Management Practices (BMPs) to prevent sediment, debris, construction materials, and other pollutants from entering the storm drain system or nearby waterways. BMPs may include, but are not limited to, inlet protection, sediment control devices, spill prevention measures, proper material storage, and erosion control practices. The Contractor shall regularly inspect and maintain BMPs throughout the duration of the Work and shall promptly address any deficiencies or releases to ensure compliance with all applicable stormwater quality requirements.

IV. DISCIPLINE B ELECTRICAL MAINTENANCE AND REPAIR SERVICES A. Contractor Qualifications and Licensing
Contractors proposing under this discipline must possess a valid California Class A (General Engineering) and/or Class C-
9 B. Scope of Services
Under this discipline, the Contractor shall provide on-call electrical maintenance and repair services for municipal facilities and utility infrastructure, including wells, pump stations, lighting, and related infrastructure.

Services may include troubleshooting, repair, replacement, installation, testing, and inspection of electrical systems and components, including panels, controls, wiring, conduits, lighting systems, motors, pumps, transmission systems, and associated equipment necessary to maintain safe and reliable operations.

All electrical work shall comply with the National Electrical Code, California Electrical Code, Standard Specifications for Public Works Construction (latest edition), City standards and provisions, Caltrans Standard Specifications where applicable, and all Agencies Having Jurisdiction.

V. PRE-PROPOSAL QUESTIONS
For answers to questions or particulars regarding this Request for Proposal, all interested parties are to contact:

Sean Sabo
Management Analyst
Department of Public Works
211 Eighth Street
Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1431
The City will respond to all questions and requests for clarification received by April 13, 2026.

VI. SCHEDULE
The following dates reflect the anticipated schedule:

Request for Proposal Solicitation 3/31/2026
Pre-Proposal Question Deadline 4/28/2026
Proposal Submittal Deadline 5/6/2026, 2:00p.m.

Contractor Interviews (if conducted) May 2026
Contract Award by City Council June 2026
Notice to Proceed June 2026
VII. SUBMITTAL REQUIREMENTS
Acceptance of Submittals
Proposals are due by 2:00 PM on May 6, 2026 to the following. Postmarks will not be accepted.

Sean Sabo
Management Analyst
Department of Public Works
211 Eighth Street
10 Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1431
Please submit one (1) unbound original, two (2) bound hard copies, and one (1) electronic copy of the Contractor (s). Proposals received after the date and time listed above will not be accepted or considered for this Project.

Firms proposing to provide services in both disciplines (utilities and electrical) shall submit separate proposals for each discipline. Each proposal shall be complete and stand on its own, clearly identifying the applicable discipline.

There is no expressed or implied obligation for City to reimburse firms for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act (Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or proprietary will be ineffective and will be disregarded.

The City reserves the right to retain all proposals submitted, and to use any idea in a proposal regardless of whether the proposal was selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in the RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected Contractor.

All property rights, including publication rights of all reports produced by the selected Contractor in connection with services performed under this Agreement shall be vested in the City.

Protest procedures and dispute resolution process shall follow 2 CFR Part 200.318(k), 23 CFR 172.5(c)(18).

Information to be Submitted
Maximum page limit: 35 pages per proposal.

The following information shall be provided, at a minimum:

Cover Letter
Table of Contents
Company Qualifications
Local Staffing List
Understanding/Approach
References
List of Subcontractors
Sample Letter Proposal
Cost Proposal
Exceptions
Business Entity
Contract Signatories

Cover Letter: Cover letter shall not exceed two pages. It shall provide an executive summary of the proposal, clearly identify the discipline being applied for,
this RFP.

Table of Contents: The table of contents shall list the following sections with page numbers and information in each section shall be provided.
11 Company Qualifications: Provide a summary of the Contractor experience.

Local Staffing List: Provide an organizational chart showing the names, positions, responsibilities, and availability of the individual(s) that would be assigned to this Agreement, including sub-Contractors. Identify the individual(s) authorized to negotiate the contract on behalf of the and the Contractor manager.

Understanding/Approach: Describe the Contractor Work requested in this RFP, any key issues that may need special attention. Describe how the Contractor will approach the scope of services and each task needed to complete the project.

Any task assumptions and/or exclusions shall be clearly identified.

References: Contractor should provide a minimum of five (5) references from public agencies the Contractor has performed work for within the last five (5) years. Information shall include, at a minimum:

Agency name
Scope of work and/or services provided, prime/sub-Contractor.

Project outcome
Construction value
Dates
Client project manager name, valid telephone number, and email List of Subcontractors: Contractor will be required to provide a list of subcontractors that it intends to use. each subcontractor, at a minimum. Subcontractor must comply with all applicable licensing requirements.

Sample Letter Proposal: Contractor will be required to submit a sample letter proposal providing a template of how the Contractor intends to respond to each Work request.

Fee & Cost Proposal: Contractors shall submit a separate Cost Proposal for each discipline for which they are proposing services. Contractors may submit proposals for one or both disciplines; however, each discipline shall include its own complete Cost Proposal and rate schedule submitted as part of a standalone proposal.

Fee & Cost Proposal for Discipline X On-Call
(Utilities or Electrical) Maintenance, Repair and Emergency Services identify the applicable discipline (Discipline A Utilities Maintenance and Repair Services and/or Discipline B Electrical Maintenance and Repair Services).

The Cost Proposal shall include proposed labor classifications, hourly labor rates, and equipment rates, necessary to perform the services described in this Request for Proposals.

Contractors may include additional labor classifications or equipment rates beyond those identified in Exhibit A if necessary to support the proposed services. Any additional classifications or rates shall be clearly identified in the submitted rate schedule.

The Method of Payment of the Contract will be Time and Material. 12 Exceptions: The Contractor shall review this RFP and attached sample contract. Exceptions to any portion of not constitute City concurrence and acceptance. Exceptions may be negotiated with the top-ranked firm.

Business Entity:

Clearly indicate the
registration number for the prime/sub-Contractor, and provide the Contractor and subinformation.

Contract Signatories: Provide the two binding signatories for the firm, pursuant to California Corporation Code Section 313.

VIII. FEE AND COST PROPOSAL
In preparing the fee and cost proposal for this project, the Contractor shall take into consideration the following:

1. Compensation for services, and any optional tasks, provided will be on a time-and-materials.

2. Fee proposal and billing rates shall remain effective for the term of the Agreement. Any anticipated billing/rate adjustments shall be clearly identified in the Proposal and shall not be made more than once each calendar year.

3. -timing, billing rates for all classifications of staff likely to be involved shall be included with the fee proposal along with the mark-up rate for any non-labor expenses and sub-Contractors. Any anticipated fee adjustments shall be clearly noted.

4. If applicable and necessary, the City will negotiate the final fee with the top-ranked Contractor.

IX. INTERVIEW
Top ranked Contractor team(s) may be interviewed by the selection committee. Proposed key personnel from X. SELECTION PROCESS
Proposals will be evaluated on the basis of the response to all provisions of this RFP. Since this solicitation is an RFP as opposed to a Bid, pricing alone will not constitute the entire selection criteria. The City may use some or all of the following criterion in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance. The City reserves the right to modify the evaluation criterion and percentage of score as deemed appropriate prior to the commencement of evaluation.
13 POTENTIAL EVALUATION CRITERIA

1. Completeness of Response (Pass/Fail)
Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent addenda and do not address each of the requested items will be considered incomplete, may be rated a Fail in the Evaluation Criteria, and may receive no further consideration.

2. Qualifications & Experience (35 points)
a. Local Presence - respond in emergencies and
effectively conduct the .
b. Relevant experience, specific qualifications, and technical expertise of the Contractor and sub-Contractors to perform the work.
c. Quality of references from at least five (5) agencies the Contractor currently or have previously consulted for in the past five (5) years.

3. Organization & Approach (35 points)
a. requested Work.
b.
emergency and/or non-emergency Work.
c. services without the
compromise of quality, cost, and/or time.
d. -perform the requested Work, or form a quality sub-contracting team.
e. the nature of public sector work and its decision-making process.
f.

Maintenance Agreement.

4. Fee (30 points)
a. Fee & Cost proposal
b. Quality of sample letter proposal
The City reserves the right to determine whether or not a proposal meets the specifications and requirements requirements. The City reserves the right to reject any and all proposals. The City reserves the right to put non-emergency and pre-planned projects out for formal bidding.

All proposals received as specified will be evaluated by City staff in accordance with the abovementioned.

During the evaluation period, the City may do any or all of the following:
interviews with the top candidates; conduct onContractors should be aware that award may be made without Contractor visits, interviews, or further discussion or negotiations.
14 XI. SPECIAL PROVISIONS
(Applicable to All Disciplines Unless Otherwise Noted)

PERSONNEL
The Contractor shall furnish all labor necessary for the satisfactory performance of the Work described in this Agreement. All personnel assigned under this contract shall be properly trained, qualified, and experienced in performing the types of maintenance, repair, installation, inspection, and emergency response services required under this RFP.
a.

All employees shall adhere to professional standards of appearance and conduct while performing Work within the City. Personnel shall wear appropriate work attire and all personal protective equipment required by federal and state safety regulations. Clothing and gear shall be worn in accordance with applicable safety standards at all times.

The City reserves the right to require removal and replacement of any employee whose conduct, workmanship, or performance is deemed unsatisfactory, unsafe, or inconsistent with the requirements of this Agreement. b. Typical Tasks
Contractor personnel shall possess the necessary technical skills, certifications, and field experience to perform electrical, utility, and related maintenance and repair services as authorized under this Agreement. c. Licenses
At the time of proposal submittal and throughout the term of the Agreement, the Contractor shall possess and maintain all licenses required to perform the Work, including:
limited to:
o -
o - and,
Class - for utility maintenance and repair services;
and/or;
o
If selected, the Contractor shall maintain a valid City of Seal Beach business license for the duration of the Agreement.

All personnel operating vehicles or specialized equipment shall possess valid and appropriate California driver licenses and certifications as required by law.
d. Knowledge and Experience
of the electrical and/or utilities maintenance and repair industries, as applicable to the assigned Work. Personnel shall have sufficient experience to perform services safely, efficiently, and in full compliance with applicable codes, standards, and regulations.
15 EQUIPMENT
The Contractor shall furnish all equipment, tools, vehicles, materials, and incidentals necessary for the satisfactory performance of the Work.
a. Vehicle and Equipment Maintenance
All vehicles and equipment used in connection with this Agreement shall be maintained in safe, operable mechanical condition. Equipment shall comply with applicable safety regulations and shall be properly adjusted and maintained to ensure safe operation at all times.

The City reserves the right to prohibit the use of equipment deemed unsafe, improperly maintained, or unsuitable for the Work.
b. Storage of Equipment
The Contractor shall be responsible for providing appropriate storage facilities for equipment and materials.

Equipment shall not be stored within public rights-of-way or on City property without prior written authorization from the City.

SUPERVISION
The Contractor shall provide competent and continuous supervision of all Work performed under this Agreement.

A designated foreman or authorized representative shall oversee daily operations, ensure quality workmanship, maintain schedules, and ensure compliance with all safety, licensing, and contract requirements.

The designated supervisor shall:

Be available during active Work operations;
Serve as the primary point of contact for the City;
Coordinate scheduling and respond to service requests or complaints; and Ensure that all Work is performed in accordance with the Contract Documents.

Supervisory personnel shall have a minimum of five (5) years of relevant experience in electrical and/or utilities maintenance and repair, as applicable to the services being performed.

Failure to provide adequate supervision may result in corrective action, withholding of payment, or termination in accordance with the Agreement.

METHOD OF WORK
The Contractor shall furnish all labor, supervision, materials, tools, equipment, transportation, traffic control, Work shall be completed in place, in a professional and workmanlike manner, and in accordance with the Contract Documents.

The Contractor is solely responsible for means and methods of construction, maintenance, and repair operations, and shall perform all Work in a manner that ensures maximum safety to the public, City personnel, and Contractor staff.

All Work shall comply with all applicable federal, state, and local laws, regulations, codes, standards, and manufacturer specifications, including but not limited to Cal-OSHA requirements, applicable Building Codes, the 16 City of Seal Beach Municipal Code, and any Agency Having Jurisdiction (AHJ). Failure to comply may result in suspension of Work, termination of the Agreement, or other remedies available to the City.

The City reserves the right to stop Work, issue restraint or cease-and-desist orders, or require corrective action if unsafe practices, code violations, or contract noncompliance are observed.

The Contractor shall maintain all work sites in a safe condition and shall protect the Work until final acceptance by the City. Any hazardous or unsafe condition encountered that is not caused by the Contractor shall be immediately reported to the City in writing.

All debris, surplus materials, and waste shall be removed daily or as directed by the City and disposed of in accordance with applicable regulations. Upon completion, each site shall be left clean, safe, and in a presentable condition satisfactory to the City.

TRAFFIC CONTROL
The Contractor shall provide, install, and maintain all traffic control measures necessary to safely perform the Work and protect the public, workers, and adjacent properties. Traffic control shall be implemented in accordance with applicable City requirements and State standards, including the most current edition of the Work Area Traffic Control Handbook (WATCH Manual) and the California Manual on Uniform Traffic Control Devices (CA MUTCD), as applicable.

Traffic control measures may include, but are not limited to, signage, cones, barricades, delineators, temporary lane closures, flaggers, and pedestrian accommodations. The Contractor shall be responsible for maintaining traffic control devices in proper working condition for the duration of the Work and for adjusting traffic control as necessary to address changing site conditions and ensure safe passage for vehicles, bicyclists, and pedestrians.

Traffic control shall be implemented prior to commencement of Work and remain in place until completion and rates unless otherwise specified.

Failure to properly implement traffic control measures shall constitute grounds for immediate suspension of Work.

PROTECTION OF EXISTING FACILITIES AND PROPERTY
The Contractor shall contact DigAlert and obtain all required utility markings prior to commencing any excavation activities. The Contractor shall coordinate with all applicable utility owners to identify the location of existing underground and aboveground facilities and shall verify utility locations as necessary to safely perform the Work. The Contractor shall take all necessary precautions to avoid damage to existing utilities, structures, and improvements.

The Contractor shall also protect all public and private property not designated for removal or modification as part of the Work, including but not limited to utilities, streets, sidewalks, landscaping, irrigation systems, structures, and other improvement
repaired or restored to the satisfaction of the City and the property owner at no additional cost to the City. 17 Nothing contained herein shall be construed as granting the Contractor exclusive use or occupancy of any public right-of-way, street, easement, or City property. The Contractor shall conduct operations in a manner that minimizes interference with public travel, City operations, and adjacent property access, and shall maintain safe access for residents, businesses, and emergency services at all times.

COMMUNICATION AND EMERGENCY RESPONSE
The Contractor shall provide the City with emergency contact information for at least two (2) qualified representatives authorized to respond to emergency conditions at any time during the term of the Agreement.

During normal City business hours (7:30 A.M. to 5:30 P.M., Monday through Friday), the Contractor shall maintain personnel capable of directly responding to telephone and email inquiries. An answering service alone shall not satisfy this requirement.

For emergency requests, the Contractor shall mobilize and arrive on site within three (3) hours of notification unless otherwise directed by the City.

AUTHORIZATION OF WORK AND EMERGENCY RESPONSE
All work performed under this Agreement shall be on a task-by-task basis and requires written authorization from the City prior to commencement, except in documented emergency situations. When requested by the City, the Contractor shall submit a written proposal describing the proposed scope of work, estimated labor hours, required materials and equipment, and anticipated schedule. The City reserves the right to review, negotiate, and approve the scope and pricing before issuing written authorization or a Notice to Proceed. The Contractor shall perform only the work authorized, and any work performed without City authorization shall be at the In situations where immediate action is necessary to protect public health, safety, or critical infrastructure, the City may authorize the Contractor to proceed with emergency work without a prior written task order. In such cases, the Contractor shall perform the work on a time-and-materials basis in accordance with the approved rate schedule and shall provide detailed documentation of labor, equipment, and materials used. All emergency work shall be executed safely, efficiently, and in compliance with applicable laws, codes, and regulations.

This Agreement provides on-call services on an as-needed basis, and the City does not guarantee any minimum amount of work. The Contractor shall have no claim against the City for anticipated profits, overhead, mobilization, standby costs, or other damages

PROGRESS OF WORK
Time is of the essence. The Contractor shall prosecute the Work diligently and in an orderly manner and shall minimize service interruptions to the greatest extent feasible. Work at each location shall be completed prior to moving to another site unless otherwise approved by the City. Failure to make satisfactory progress may result in written notice to cure, withholding of payment, or termination.

CHANGES AND EXTRA WORK
The City reserves the right to modify, increase, decrease, or omit portions of the Work as deemed necessary.

Such modifications shall not invalidate the Agreement. Extra Work shall not be performed without prior written authorization, except where immediate action is necessary to protect public health or safety. 18 If unit prices are not applicable, compensation for Extra Work shall be based on actual labor costs, verified material costs, and a markup not to exceed fifteen percent (15%), unless otherwise negotiated and approved in writing by the City. All time-and-materials work shall include a written not-to-exceed amount.

INSPECTION AND ACCEPTANCE
All Work is subject to inspection by the City. Acceptance shall occur only after the City determines that the Work complies fully with the Contract Documents.

Acceptance of Work does not relieve the Contractor of responsibility for defective or nonconforming Work discovered within the applicable warranty or statutory period.

RECORDS, INVOICING, AND PAYMENT
Payment is subject to inspection and acceptance by the City. Contractors shall maintain detailed records of work performed, including dates, locations, quantities, and descriptions of services, and shall submit completed task documentation with each invoice.

The Contractor shall maintain complete and accurate records of all Work performed, including location, description, labor hours, materials, equipment used, and dates of service.

Signed Task Orders shall accompany each invoice. The Contractor shall retain all records for the duration of the Agreement and for three (3) years following its termination.

If deficiencies are identified, the Contractor shall correct them within twenty-four (24) hours of written notice unless otherwise directed by the City. Failure to correct deficiencies may result in withholding of payment, back charges, or other remedies available under the Agreement.

INSURANCE AND LICENSING
Prior to commencement of any work, the Contractor shall provide proof of insurance coverage in the types and insurance.

The Contractor shall maintain all required contractor licenses in good standing and shall obtain and maintain a valid City business license for the duration of the Agreement.

XII. GENERAL CONDITIONS
A. Signature
The Proposal shall be signed by an individual authorized to bind the Contractor.

B. Other Considerations:

The City shall not be liable for any pre-contractual expenses incurred by any firm considering submitting a proposal in response to this RFP.
19 The City reserves the right to accept or reject any and all proposals, or any part of, or waive any informalities or irregularities. The City reserves the right to withdraw, to cancel this RFP at any time without prior notice and the City makes no representations that any contract will be awarded to any firm responding to this RFP.

C. Business License Required
The Seal Beach Municipal Code requires all businesses operating in the City to obtain a business license and pay a business license tax. For more information, go to www.sealbeachca.gov.

D. Prevailing Wage
All work performed in connection with execution of this contract work shall be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies (including, without limitation, all applicable federal and state labor standards, including the prevailing wage provisions of sections 1770 et seq. of the California Labor Code), and (b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The Contractor shall indemnify, defend and hold the City harmless from any and all claims, causes of action and liabilities based upon or arising from the failure of any work related to the Agreement to comply with all such applicable legal requirements, including, without limitation, any such claims, causes of action or liabilities that may be asserted against or incurred by City with respect to or in any way arising compliance with or failure to comply with applicable laws, including all applicable federal and state labor requirements including, without limitation, the requirements of California Labor Code section 1770 et seq.

Contractor agrees that all public work (as defined in California Labor Code section (1720) performed Labor Code sections 1770 et seq. City makes no representation or statement that the project or any In all bid specifications, contracts and subcontracts for any such Public Work, Contractor shall obtain the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification or type of worker needed to perform the Public Work, and shall include such rates in the bid specifications, contract or subcontract. Such bid specifications, contract or Contractor to pay not less
than the said prevailing rate of wages to all workers employed by the contractor in the execution of this contract. The Contractor expressly agrees to comply with the penalty provisions of California Labor Code E. Registration with the Department of Industrial Relations In accordance with Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)].

The Department of Industrial Relations Registration Number shall be listed for the Contractor and each subcontractor, if any, in the bid proposal.
20 EXHIBIT A

FEE & COST PROPOSALS
21 FEE & COST PROPOSAL FOR DISCIPLINE A

ON-CALL UTILITIES MAINTENANCE, REPAIR AND EMERGENCY SERVICES (additional labor/material rates may be added as a separate attachment) MOBILIZATION COST (Normal Working Hours)
/TASK ORDER
MOBILIZATION COST (Non-Working Hours)
/TASK ORDER
MINIMUM CALL OUT (in dollars or hours, if applicable)

EQUIPMENT
NO. DESCRIPTION

UNIT OF

MEASURE UNIT PRICE DESCRIPTION
E1 Pick-Up Truck HOUR $
E2 Crew Truck HOUR $
E3 Flatbed Truck HOUR $
E4 Bed Trailer HOUR $
E5 Bobcat HOUR $
E6 Small Excavator HOUR $
E7 Medium Excavator HOUR $
22 E8 Large Excavator HOUR $
E9 Backhoe HOUR $
E10 Dump Truck/Super 10 HOUR $
E11 Truck and Pup HOUR $
E12 Water Truck HOUR $
E13 Vactor Truck HOUR $
E14 Sweeper HOUR $
E15 Wheel Loader HOUR $
E16 Skip Loader HOUR $
E17 Air Compressor w/Jack
Hammer HOUR $
E18 Hydraulic Breaker HOUR $
E19 Asphalt Paver HOUR $
E20 Concrete Mixer HOUR $
E21 Concrete Saw HOUR $
E22 Compaction Wheel HOUR $
E23 Wacker HOUR $
23 E24 Vibratory Compactor HOUR $
E25 Generator HOUR $
LABOR
NO. DESCRIPTION

STANDARD OVERTIME DOUBLE TIME
L1 Superintendent $ $ $
L2 Project Manager $ $ $
L3 Foreman/Operator $ $ $
L4 Foreman/Laborer $ $ $
L5 Operator $ $ $
L6 Laborer $ $ $
L7 Welder $ $ $
L8 Teamster $ $ $
L9 Pipelayer $ $ $

ADJUSTMENTS
Provide any anticipated rate/cost adjustments as a separate attachment, if necessary. 24 FEE & COST PROPOSAL FOR DISCIPLINE B

ON-CALL ELECTRICAL MAINTENANCE, REPAIR AND EMERGENCY SERVICES (additional labor/equipment/material rates may be added/clarified with a separate attachment) MOBILIZATION COST (Normal Working Hours)
/TASK ORDER
MOBILIZATION COST (Non-Working Hours)
/TASK ORDER
MINIMUM CALL OUT (in dollars or hours, if applicable)
LABOR
NO. DESCRIPTION

STANDARD OVERTIME DOUBLE TIME
L1 Electrician $ $ $
L2 Journeyman $ $ $
L3 Helper/Apprentice
(non-Journeyman)
$ $ $
L4
L5
L6
L7
25 EQUIPMENT
NO. DESCRIPTION UNIT PRICE
E1 Truck $
E2 Trailer $
E3 Power Generator $
E4 Forklift $
E5 $

ADJUSTMENTS
Provide any anticipated rate/cost adjustments as a separate attachment, if necessary. 26 EXHIBIT B

SAMPLE CONTRACT

MAINTENANCE SERVICES AGREEMENT
for
On-Call (Utilities or Electrical) Maintenance and Repair Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
<Contractor Name>
<Address>
<City, State, Zip Code>
<Phone Number>
This Maintenance Services <DATE> (the
<CONTRACTOR LEGAL NAME> Contractor
<TYPE OF LEGAL ENTITY AND STATE OF FORMATION (e.g., a California corporation, partnership, limited liability company, sole proprietorship, etc.)> and 2 of 19

RECITALS
A. City desires certain on-call emergency and unexpected task (utilities or electrical) maintenance and repair services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals on <DATE>, titled -Call Utilities and Electrical Maintenance, Repair and Emergency Contractor submitted a proposal dated <DATE> in response to the RFP.

C. Contractor represents that the principal members of its firm are qualified California licensed contractors <License #XXXXX, DIR XXXXXXX> and are fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Strictly on an on-call basis, Contractor shall provide those (utilities or electrical) maintenance and related repair in
the Request for Proposals attached hereto as Exhibit A
Proposal attached hereto as Exhibit B, and incorporated herein by this reference.

To the extent that there is any conflict between Exhibit A, Exhibit B, and this Agreement, this Agreement shall control. Given the on-call nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.

1.2. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.3. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

1.4. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake 3 of 19
the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Contractor
and professional manner, and Contractor and Contractor
Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor work by the City shall not operate as a release of Contractor from such standard of care and workmanship.

1.5. Contractor will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three (3) years
expire at midnight on <DATE>, unless sooner terminated or extended as provided by this Agreement.

2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up two additional terms one month prior to the expiration of an existing term. If timely elected by the City, the first extension shall have a term extending from <DATE> through and including <DATE>, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from <DATE> through and including <DATE>, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and

3.0 Contractor

3.1. In consideration the Services set
forth in Exhibit A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for the Services but in no event will the City pay more than the total not-to-exceed amount of $_____ (____ dollars and 00/100) <TOTAL CONTRACT AMOUNT> for the <Original> Term.

3.2 Payment for any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in 4 of 19
Exhibit B, and shall not exceed the cumulative amount established by the City Council at the time of award for the <Original> Term.

3.3. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, i
performance of the Services set forth in Exhibit A City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will the City pay more than the total not-to-exceed amount of $____________ (_______ dollars) <MAXIMUM DOLLAR AMOUNT PAYABLE FOR EACH EXTENDED TERM> for each extension. Payment for any additional work authorized by City pursuant to Section 1.5 for each extension will be compensated in accordance with the fee schedule set forth in Exhibit B and shall not exceed the cumulative amount established by City at the time of award.

4.0 Method of Payment

4.1. Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

4.2. Upon 24-hour notice from City, Contractor
agents or representatives to inspect at Contractor
business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor
under this Section 4.2 shall survive for three (3) years following the termination of this Agreement.

5.0 Termination

5.1. This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5.2. Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6.0 Party Representatives
5 of 19

6.1. Agreement.

6.2. <NAME> is the Contractor's primary representative for purposes of this Agreement. <NAME> shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: <Contractor>
<Address>
City, State, Zip Code>
Attn: <Contractor Representative>

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Contractor and all of Contractor shall obtain
and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor personnel under Contractor supervision. Contractor will determine the means, methods, and details by which Contractor employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work 6 of 19
performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Contractor personnel performing any
of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor not supervise any of employees supervise Contractor
personnel. Contractor
badge, identification number, or other information identifying such individual as an employee of City; and Contractor -mail
address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor
review plans on file at City, pick up or deliver any work product related to Contractor any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor personnel in connection with their performance of any Services under this Agreement and as required by law.

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all 7 of 19
liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor . or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor
shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall ,
commencing at Government Code § 20000, as amended by the Public the regulations of
PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor ny provisions of this Section 10.0. This duty of indemnification is in addition to Contractor
harmless as set forth in any other provision of this Agreement. Contractor indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Confidentiality

11.1. Contractor covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information & developed or
8 of 19
received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court Contractor gives City notice of
such court order or subpoena.

11.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor
or mean the right by City to control, direct or rewrite the response.

11.3. Contractor s under this Section shall survive the termination or expiration of this Agreement.

12.0 Ownership of Documents and Work Product

12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.

All Data & Documents Data &
Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Contractor shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written 9 of 19
Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a Data & Documents is violating federal, state or
local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become noninfringing while remaining in compliance with the requirements of this Agreement.

These covenants shall survive the expiration and/or termination of this Agreement.

12.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors.

14.0 Prohibition Against Assignment or Delegation
Contractor shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this assignment
hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
10 of 19

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.

17.0 Insurance

17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or 11 of 19
other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto)..

17.2.3. Insurance in the amount required
for bodily injury or disease;

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

17.4. Additional Insured.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior 12 of 19
written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it;

17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials.

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives all rights of subrogation against City.

17.10. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor expense, the premium thereon. Contractor shall promptly reimburse 13 of 19
City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on All certificates and endorsements
shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor full performance of Contractor o indemnify City under Section 18.0.

17.13. Broader Coverage/Higher Limits. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17.14. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Contractor .

18.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as in
this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses or injury of any nature whatsoever, in 14 of 19
law or equity, to persons or property, including bodily injury, death, personal injury, property damage, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the Liabilities
alleged or threatened, which arise out of, pertain to, or relate to any breach of this Agreement and/or the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities
Contractor shall
reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2. Contractor shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor
subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor
the legal liability thereof) in the performance of this Agreement, including the Liabilities arising from the
sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Not Limiting. Contractor
indemnification obligations under this Section, or any other provision of this mpensation
act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.
15 of 19

18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees.

18.5. Survival of Terms. Contractor indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Non-Discrimination Equal Employment Opportunity
Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

20.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be -insurance
in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, Contractor
shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or 16 of 19
agreements. This Agreement may only be modified by a writing signed by both Parties.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

27.0 Prohibited Interests; Conflict of Interest

27.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California 17 of 19
Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

27.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

27.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

28.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor
ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.

29.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall review of Contractor plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any 18 of 19
retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction.

30.0 Non-Appropriation of Funds
Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor Services beyond the current fiscal year, this Agreement shall cover payment for Contractor Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

31.0 Mutual Cooperation

31.1. . City shall provide Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor

31.2. Contractor . In the event any claim or action is
brought against City relating to Contractor
under this Agreement, Contractor shall render any reasonable assistance that City requires.

32.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from therewith.

34.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35.0 Corporate Authority
19 of 19
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.
20 of 20
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH
By: _________________________
Patrick Gallegos, City Manager
Attest:

By: _________________________
Gloria D. Harper, City Clerk
Approved as to Form:

By: _________________________
Nicholas Ghirelli, City Attorney
CONTRACTOR: <Contractor>, a
<INSERT TYPE OF ENTITY (e.g., a
California corporation>
By: __________________________
Name: __
Its:

By: __________________________
Name: ___
Its:
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)

EXHIBIT A
Request for Proposals
for
On-Call (Utilities or Electrical) Maintenance and Repair Services

EXHIBIT B
s Proposal

EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the Contractor acknowledges that this
Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by Contractor shall comply with and be bound by
all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Contractor
compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City.

10. Contractor
Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before

12. For every subcontractor who will perform work on the project, Contractor shall be Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor
officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment duties of Contractor under this Section shall survive the termination of the Agreement.

EXHIBIT B
Contractor’s Proposal
On-Call Utilities and Electrical
Maintenance, Repair and Emergency
Services
Request for Proposals
Discipline A
for
The City of Seal Beach
Due: May 6, 2026
Submitted By:
1 Section Contents Page #
Section 1 Cover Letter 1
Section 2 Table of Contents 2
Section 3 Company Qualifications 3
Section 4 Local Staffing List 5
Section 5 Understanding/Approach 7
Section 6 References 8
Section 7 List of Subcontractors 11
Section 8 Sample Letter Proposal 12
Section 9 Cost Proposal , Adjustments, Equipment Rates 14 Section 10 Exceptions 24
Section 11 Business Entitiy 25
Section 12 DIR Registration No./Contractor's License 26 Section 13 Contract Signatories 28

TABLE OF CONTENTS
SECTION 2 - TABLE OF CONTENTS
2 SECTION 3 –COMPANY QUALIFICATIONS

STATEMENT OF QUALIFICATIONS
Valverde Construction, Inc., a California Corporation is a licensed utility contractor specializing in water, sewer and storm drain installation and repairs for over 53 years. Our work force is experienced in every aspect water, sewer and storm drain installation and repair including all related work incidental and supplemental to the job. We maintain a 24 hour on-call emergency service center that can immediately coordinate and respond to your needs within minutes.

Our experience and reputation in the industry has led to many on-call agreements with cities, counties and water districts throughout Southern California. Current multi-year contracts include: The City of Los Angeles On-Call Emergency Water and Sewer Repair, City of Paramount, City of Corona, the City of La Palma, the City of Vernon, the City of Signal Hill and many others. We are well versed in public sector on-call maintenance and repair contracts, as we’ve performed them for decades. We also have a background or working with the City of Los Angeles and the City of Seal Beach in coastal areas, piers, and related beach locations.

A California State Licensed Contractor since 1972, our classifications include A- General Engineering, BBuilding, C10 - Electrical, C16 Fire Protection and C36- Plumbing and C31-Traffic Control.

Current Projects Include:
 California High Speed Rail – Fresno to Madera 2016 – 2028 Owner: CA High Speed Rail Authority
Prime: Tutor-Perini/Zachry/Parsons JV
 Metro Purple Line Projects Section 2 & Section 3 2018 - 2027 Owner: Los Angeles County Metropolitan Transportation Authority Tutor Perni/O&G JV
We are certified by the state of California as a Disabled Veteran Business Enterprise. Our commitment to safety and professionalism includes three full time safety coordinators in Southern California, assuring all OSHA- Mandated safety procedures are followed.

We have worked previously with the City of Seal Beach on several projects within the last five years and are familiar with the City’s Standards, provisions and practices as well as the Standard Specifications for Public Works Construction (Green book- latest edition), State Water Resources Control regulations, AWWA Standard Practices and any AHJ’s requirements See following page for a list of recent Seal Beach jobs completed. .
3 Section 3 -Company Qualifications (Continued)
City of Seal Beach - Selected Projects in 2020, 2021, 2022, 2023 & 2025 VCI Job
#
Scope of Work Location Agency Amount Date Contact
A2565
Remove Plates, Backfill
and Install permanent
asphalt
Almond Circle & Dhalia
Circle
City of Seal Beach Public
Works Department $17,360.00 11/09/20 Darrick Escobedo
A2746 Sewer Repair 1301 Seal Way City of Seal Beach Public Works Department $10,868.00 11/02/20 Darrick Escobedo
A2784 Water leak Repair 1698 Bolsa Ave City of Seal Beach Public Works Department $6,415.00 01/05/22 Thom Coughran
A2812 Rerouting Existing 12"
Water Line 3101 N Gate Road City of Seal Beach Public
Works Department $128,006.00 03/24/22 Darrick Escobedo
A2876 Water Leak Investigation 1698 Bolsa Ave City of Seal Beach Public Works Department $12,800.00 07/16/22 Darrick Escobedo
A2966 Manhole Ring Repair Westminster Blvd Operations Maintenance Seal Beach $3,718.00 06/01/23 Darrick Escobedo
A2967 Water Valve Leak 900 Electric Ave City of Seal Beach Public Works Department $22,717.00 06/05/23 Darrick Escobedo
A2988 Water Main Leak Repair Seal Beach Blvd & Martin
Ave
City of Seal Beach Public
Works Department $256,456.00 8/24/2023 Darrick Escobedo A3002 Welding Manhole Lids Westminster Blvd & Seal
Beach Blvd
City of Seal Beach Public
Works Department $1,205.00 10/02/23 Darrick Escobedo
A3033 Emergency Water Leak
Repair Seal Beach and Bolsa City of Seal Beach Public
Works Department $11,479.00 01/16/24 Darrick Escobedo
A3080 2-inch Backflow Device
Replacement 4307 Lampson Ave City of Seal Beach Public
Works Department $8,808.00 07/16/24 Darrick Escobedo
A3140 Assist Water Department 7455 Public Safety Way City of Seal Beach Public Works Department $1,998.56 1/13/2025 Darrick Escobedo
A3168 Sewer Repair 113 12th Street City of Seal Beach Public Works Department $2,287.54 05/20/25 Darrick Escobedo
1290 Sewer Lateral Tie In 15 1st Street City of Seal Beach Public Works Department $30,899.52 06/14/22 Darrick Escobedo
1293 Replace 2 meter Vaults
in Leisure World 13533 Seal Beach Blvd City of Seal Beach Public Works Department $62,272.14 11/30/22 Darrick Escobedo
1310 Abandon Vault 4445 Westminster Blvd City of Seal Beach Public Works Department $45,209.81 03/31/23 Darrick Escobedo
1337
Manhole Frame
Replacement and cover
replacements
Seal Beach Blvd City of Seal Beach Public
Works Department $19,200.00 12/06/23 Darrick Escobedo
1346 Sewer Repair 1603 Electric Ave City of Seal Beach Public Works Department $29,900.00 04/30/24 Darrick Escobedo
4 Please Note:

Alternate staff can be provided
SEE ATTACHMENT “A”
ALL FOREMEN HAVE OVER 10

YEARS UTILITY EXPERIENCE
\
General Superintendent
Southern California Division
SECTION 4 – LOCAL STAFF
(Allocated to Project -Additional Staff available as needed) VALVERDE CONSTRUTION, INC.

Crew No. 1
Steven Valverde – Foreman/Competent Person
Marvin Cota- Laborer
David Longer – Operating Engineer
Efren Carreon - Teamster
\
General Superintendent
Southern California Division
Ahron Valverde
Signatory on Agreements
General Superintendent
Southern California Division
(2nd Contact)
Cell (562) 244-4705
email: [email protected]
David Devane
Superintendent
(First Contact)
Cell: (562) 587-7710
email:
[email protected]
0 Southern California
Division
Pedro Lopez
Estimator
(Pricing & Proposals)
, Cell: (562) 764-5386
email:
[email protected]
Loren Gurola
Project Coordination
(Dispatch, USA, Job Sheet)
Cell: (562) 235-0654
email:
[email protected]
Crew No. 2
Anthony Mendoza Foreman/Competent Person
Manual Quezada – Laborer
Alonzo Guererro - Operating Engineer
Randy Pennington -Teamster
\
General Superintendent
Southern California Division
Robert Catalan
Safety/Training
(Safety/Training/incidents)
, Cell: (562) 965-1804
email:
[email protected]
5 SECTION 4 – LOCAL STAFFING LIST
ATTACHMENT “A”
Valverde Construction, Inc.

Southern California Division
Construction Laborers Operating Engineers
First Name Last Name Title/Category First Name Last Name Title/Category Jesus Acedo Labor Group 4 Leonardo Corona Operator Group 4 Angel Acosta Laborers Grp 5 - Foreman Diego Flores Operator Group O10C Juan Alvarez Labor Group 1 Alonzo Guerrero Operator Group 4 David Ascencio Laborers Grp 2 Jesus Herrera Operator Group 4 Angel Avendano Martinez Labor Group 41 Forrest Koperski Operator Group 3 Jeffry Avila Jr Labor Group 2 David Longres Operator Group 4 Marvin Cano Laborers Grp 3 Clement Pedregon Operator Group 4 Robert Castro Labor Group 5 - Foreman Juan Perez Operator Group 4 Jose Contreras Vasquez Laborers GRP 5A John Schwager Operator Group 4 Jose Cortez S5 Labor Group 4 Mark Steiner Operator Group 8 Enrique
Enrique
Estrada
Estrada
Laborers Grp 1
Laborers Grp 1
Steven Valverde Operator Group 2 Foreman
Soloman Flores Laborer Grp 2 Foreman Operating Engineers Apprentices Edgar Garcia Labor Group 4 First Name Last Name Title/Category Robert
Leo \
Gonzales
Hernandez
Laborers Grp 2
Labor Group 2 - Foreman
Kenneth
Ryan
Valverde
Cox
Operator Apprentice Step 2
Operator Apprentice
Julio
Freddy
Hernandez
‘Juarez
Labor Group 4
Laborers GRP 2 Construction Teamsters
Mauricio Dominquez Luna Labor Group 5 - Foreman First Name Last Name Title/Category Mauricio McDermott Labor Group 4 Efren Carreon Teamsters 2 - Foreman Jose
Anthony
Mejia
Mendoza
Labor Group 1
Laborers Grp 4 Foreman
Lybert
Randy
Infante
Pennington
Teamster 7 - Truck Driver
Teamser
Ramon Munoz Superintendent Salvador Novoa Teamsters 2 - Foreman Guadalupe
Brianna
Ortega
Parada
Labor Group 4
Laborers Grp 3 Carpenters
Manuel Quezada Labor Group 4 First Name Last Name Title/Category Ronnie Rodriquez Laborers Grp 5 Sup Javier Bautista Journeyman Jonathan Rothman Labor Group 4 - Foreman Scott Comer Journeyman Joan Solis Laborers Grp 1 Foreman Oscar Ambris Diaz Journeyman Walter Valdez Laborers GRP 2A Richard Figueroa Journeyman Carlos Murillo Journeyman
Laborer Apprentices Hildo Rosales Journeyman
First Name Last Name Title/Category Jorge Silva Journeyman Foreman Christopher Miranda Labor Apprentice 1
Cement Masons
NOT A COMPLETE LIST OF EMPLOYEES First Name Last Name Title/Category Richard Valadez Cement Mason
Cement Masons Apprentice
First Name Last Name Title/Category
Melvin Barrera Labor CM Apprentice 6
6 SECTION 5: UNDERSTANDING / APPROACH

WORK PLAN FOR EMERGENCY RESPONSE AND QUALITY CONTROL

1. The Agency calls (Superintendent) David Devane 562-587-7710 or Ahron Valverde 562-244-4705

2. David or Ahron meets Agency representative at job site at agreed time. (within 2.5 hours or less) a. Receives direction from Agency.
b. Inspects site, discusses scope of work .
c. Receives written authorization for work plan.

3. Superintendent David Devane Calls into office to Loren Gurrola or Pedro Lopez:
a. to set up paperwork
i. Job #
ii. Prepare proposal, if needed.
iii. Gets Written acceptance of Letter Proposal or in an emergency situation gets written notice to proceed from Agency.
b. Call in USA dig Alert.
c. Order Shoring if needed.
d. Order any materials if needed.
e. Contact any subcontractors if needed.

4. Superintendent David Devane dispatches:
a. Foreman
b. Crew
c. Equipment including Traffic Control, Temporary Water or Sewer Bypass Equipment if needed.

5. Robert Catalan, Safety Coordinator, approves work plan, safety measures.

6. Commence work in expeditious and orderly manner, avoiding service interruptions when possible. When possible, work is completed in full before proceeding to next location. Foreman maintains a record of all work performed including dates, locations, types, and amounts installed/maintained removed.

7. The quality of word is reviewed daily by the General Superintendent and the Project Manager

8. The Foreman’s Daily Work Reports/Time sheets are reviewed for accuracy and completeness, along with material and equipment needs.

9. Any additional work is to be authorized in writing by Agency before it commences.

10. Submit to Agency completed Task Orders showing date and inventory of work performed signed by authorized contractor representative.

11. After work is inspected and accepted by Agency, submit an invoice on a billing form and progress payment form approved by the Agency.

12. A Valverde representative is reachable by phone 24 hours a day 7 days a week.

Valverde Construction Inc. has been a successful emergency contractor for over 53 years. We have an excellent reputation and have been a preferred contractor for dozens of cities and water districts all over the southland and as far as San Francisco. We are working for the City of La Habra, City of Corona, USC and over a dozen small cities in the last year alone. Valverde Construction Inc. is committed to quality service and safety including holding monthly staff meetings which cover response time, safety practices and quality control. We will meet or exceed the Agency’s requirements for prompt service and quality work.
7 SECTION 6 - REFERENCES
REFERENCE 1
Job Number
AGENCY NAME:

A3190
City of Paramount Department of Public Works
Valverde Construction Inc. was Prime Contractor for this Project SCOPE OF WORK and/or SERVICES Provided:

Repair 2-inch Water Service Leak- 7280 E. Petrol St. Paramount Project Outcome
Work completed, accepted by Agency
Construction Value:

Dates:9/29/2025 to 9/29/20205
Client Project Manager Name
Valid Phone#
Email:
$15,948.27
David Arellano, Water Superintendent
(562) 307-1716
[email protected]
REFERENCE 2
Job Number A3192
AGENCY NAME: City of La Habra Department of Public Works Valverde Construction Inc. was Prime Contractor for this Project SCOPE OF WORK and/or SERVICES Provided:
2-inch Sewer Lateral Repair – 400 N. Marian St., La Habra Project Outcome
Sewer Repaired quickly and client delighted
Construction Value: $ 18,547.43
Dates: 10/14/2025 to 10/16/2025
Client Project Manager Name Brian Jones, Utilities Manager Valid Phone# (562) 583-4170
Email: [email protected]
Continued Next Page
8 SECTION 6 - REFERENCES
REFERENCE 3
Job Number
AGENCY NAME: South Montebello Irrigation District
Valverde Construction Inc. was Prime Contractor for this Project SCOPE OF WORK and/or SERVICES Provided
Install Water Line 1117 Maxwell Street and 1118 S. Spruce St. Montebello Project Outcome
Work Completed and approved by client
Construction Value: $ 24,291.40
Dates: 9/16/2025 to 9/18/2025
Client Project Manager Name Joseph Vega
Valid Phone# (323) 721-4735
Email: [email protected]
REFERENCE 4
Job Number

AGENCY NAME
1368
XXXXXXXXXValverde Construction Inc. was Prime Contractor for this Project SCOPE OF WORK and/or SERVICES Provided:

Long Beach WRP Civil Grading Work to Stabilize Erodible Areas 7400 E. Willow, Long Beach Project Outcome
Project completed to customer's satisfaction
Construction Value: $38,011.24
Dates: 12/08/2025, 12/10/2025 and 12/11/2025
Client Project Manager Name
Valid Phone#
Email:

Continued
Los Angeles County Sanitation Districts
Diana Pineda
(562) 908-4288 ext 1445
[email protected]
A3187
9 SECTION 6 - REFERENCES
REFERENCE 5
Job Number A3178
AGENCY NAME: City of Corona Dept of Water and Power
XXXXXXXXXValverde Construction Inc. was Prime Contractor for this Project SCOPE OF WORK and/or SERVICES Provided:

Valve Installation 828 W. Olive St. Corona
Project Outcome
Work Completed and approved by client
Construction Value: $ 5,654.09
Dates: 8/25/2025
Client Project Manager Name Richard Betancourt
Valid Phone# (951) 903-9072
Email: [email protected]
REFERENCE 6
Job Number

AGENCY NAME
1360
Valverde
SSSSSSSSSSValverde Construction Inc. was Prime Contractor for this Project SCOPE OF WORK and/or SERVICES Provided,
Replacement of Gutter – 2411 Walnut Street, Lomita, CA 90717 Project Outcome
Project completed to customer's satisfaction
Construction Value: $18,482.21
Dates: 2/27/2025
Client Project Manager Name
Valid Phone#
Email:

Van Mesa
(310) 508-3755
[email protected]
City of Lomita
10 SECTION 7 – LIST OF SUBCONTRACTORS
‘

HOT TAP
Koppl Pipeline Services LLC
1228 Date Street
Montebello, CA 90640
(323) 888-2211
CSLB License #844802 exp.10/31/2027
DIR# 1000000314 exp. 6/30/2026
Contact: Anthony Schneller (323)888-2211
email: [email protected]

CCTV & VAC TRUCK POTHOLING
Nor Cal Pipeline Services Inc.
983 Reserve Drive
Roseville, CA 95678
(916) 442-5400
CSLB License #935878 exp. 7/31/2027
DIR# 1000005777 exp. 6/30/2026
Contact:Chris Rogers (949) 892-3282
email: [email protected].

GRIND and OVERLAY
All American Asphalt
400 E. 6th Street
Corona, CA 92879
(951) 736-7600
CSLB License #267073 exp. 1/31/2028
DIR #1000001051 expires 6/30/2026
Contact: Bob Loth (951) 757-8026
email: [email protected]

CHLORINATION & DE-CHLORINATION
Matt Chlor, Inc.
4107 N Arden Drive
El Monte, CA 91731
(626) 443-5032
CSLB License #724035 exp. 6/30/2026
DIR #1000012252 exp 6/30/2026
Contact: Sofi Plunkett (626) 443-5034
email: [email protected]
11 VALVERDE CONSTRUCTION, INC
General Engineering Contractors
License No. 276469
10936 SHOEMAKER AVE.

SANTA FE SPRINGS, CA 90670
(562) 906-1826 FAX (562) 906-1918
Section 8 – Sample Letter Proposal
June 27, 2026
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Sample Only
Reference:

Subject:

Repair 6" DI water main leak at Seal Beach
Proposal No. 00001
Dear Sean Sabo:

Thank you for providing Valverde Construction, Inc. (''VCI") with the opportunity to submit its Proposal to perform its work on the above referenced project.

SCOPE OF WORK:

Repair 6" DI water main leak
• Mobilize
• Sawcut asphalt or concrete
• Excavate and expose leak
• Haul off spoils
• Cut out damaged section of pipe and make repairs
• Backfill with 12” sand over pipe
• Install base and compact
• Install permanent asphalt or concrete
2 hours
2 hours
3 hours
5 hours
3 hours
2 hours
2 hours
5 hours
VCI has prepared its proposal and is submitting its price based on our telephone call with you on 7/12/2026 and our site visit later that same day. Price is based on completing the work in 2 days, working 8 hours per day, Monday to Friday, weekends and holidays excluded. No other documents define VCI's Work or have been considered in the preparation of its price.

VCI proposes providing its work for the following price:

Repair 6" DI main leak for the price of...................................................... $25,000.00 VCI excludes all permits, inspection fees, compaction testing, survey/layout, engineering, traffic control plan stamped by engineer, removal of hazardous materials, handling and/or disposal of ground water, and relocation of conflicting utilities not specifically mentioned in scope of work above.

For this proposal to be effective, we must receive your written acceptance within thirty (30) days of the date written above. If your acceptance is not received within that period, this proposal shall be deemed revoked.