(BB&K 2019)
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CITY OF SIGNAL HILL
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of Signal Hill, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 2175 Cherry Avenue, Signal Hill, CA 90755("City") and Catalyst Environmental Solutions, a California Corporation, with its principal place of business at 315 Montana Ave #311, Santa Monica, CA 90403 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional environmental consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional to conduct an environmental analysis pursuant to the California Environmental Quality Act (CEQA) and consulting services for the preparation of a CEQA compliant document for a long-term extension of an existing oil and gas drill sites Conditional Use Permit project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from February 22, 2022 to February 22, 2025, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one-year terms.*** Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
Attachment B
(BB&K 2019)
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3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Daniel R. Tormey, President, and Megan Schwartz, Principal. (BB&K 2019)
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3.2.5 City's Representative. The City hereby designates Colleen T. Doan, Director of Community Development, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").
City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Daniel R.
Tormey, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions (BB&K 2019)
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of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Two Hundred Thousand Dollars ($200,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
(BB&K 2019)
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3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.
3.5 Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.6 General Provisions.
3.6.1 Termination of Agreement.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, (BB&K 2019)
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at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: Catalyst Environmental Solutions Corporation] 315 Montana Ave #311
Santa Monica, CA 90403
ATTN: Daniel R. Tormey, President
City: City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755
ATTN: Colleen Doan, Community Development Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.2 Ownership of Materials and Confidentiality.
3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. (BB&K 2019)
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3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
3.6.5 Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.
(BB&K 2019)
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If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
(BB&K 2019)
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3.6.15 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
(BB&K 2019)
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3.7 Subcontracting
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF SIGNAL HILL Catalyst Environmental Solutions
Corporation
By: By:
Hannah Shin-Heydorn
City Manager
Daniel R. Tormey, President
ATTEST:
By:
Megan Schwartz, Treasurer
By:
Carmen R. Brooks
City Clerk
APPROVED AS TO FORM:
By:
Matthew Richardson
Best Best & Krieger LLP
City Attorney
(BB&K 2019)
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Exhibit “A”-1
EXHIBIT "A"
SCOPE OF SERVICES
The primary tasks associated with this Project will consist of the following:
– Assessing technical reports submitted by SHP
– Following CEQA regulations;
– Preparation of an Initial Study;
– Preparation of Administrative Draft EIR, Draft EIR, and Final EIR – Preparation and distribution of all notices for the project and attendance at all workshops and hearings
– Responding to public and agency comments on the project – Preparation of a Mitigation Monitoring Report and Supplemental Reclamation Plan – Maintaining the project schedule and budget and delivering a high-quality product.
Each of these items is described in the detailed Scope of Work on the following page.
Proposal for Specialized and On Call Services
4.2.1 Kick-Off Meeting/Coordination with Planning Staff Project success is enhanced by open communication between client and consultant and a clear and succinct statement of the work including a description of the schedule, work products, and responsibilities. Within two weeks of being notified of project award, the Catalyst PM and Deputy PM will meet with the City PM to kick-off the project and initiate the EIR process. The meeting will serve as an opportunity to discuss lines of communication, document templates, administrative recordkeeping, and timing of progress reports and deliverables.
During the meeting, Catalyst will work with the City PM to develop a clear statement of the proposed project’s objectives. This statement will be used to help screen the alternatives so that alternatives may be selected during the meeting. The selected alternatives will reduce or avoid significant impacts, as required by CEQA. These alternatives typically include consideration of the following; note that only one action alternative (besides the Project and No Project) is required for an EIR:
a. A less intensive industrial use;
b. Alternative locations for some infrastructure on-site; c. Alternative timeframe for development of oil and gas reserves; and d. No project alternative.
4.2.2 Project Description
A complete project description is necessary to ensure thorough, appropriate, and accurate analysis of the project. Following the kick-off meeting, Catalyst’s first task will be to prepare a CEQA Project Description based on SHP’s project description. The Project Description will include the statement of objectives developed during the kick-off meeting, a description of project characteristics and location, and a complete list of required discretionary permits and approvals. The Project Description will include graphics and tables to facilitate the public’s understanding, including a local map and regional map identifying the site boundaries. An electronic version of Project Description will be submitted to the City PM for review and approval in advance of preparation of the Initial Study.
Task Deliverables: draft and final version of Project Description Scope of Work| 23
Proposal for Specialized and On Call Services
4.2.3 Prepare Initial Study
Although an Initial Study is not required prior to commencing an EIR, we find that it is a useful exercise to identify data gaps that may require special studies by SHP; to determine the scope of the environmental analysis; and to streamline the EIR by identifying environmental resources that do not have the potential for a significant impact on the environment.
Our approach would be to develop a Project Description from the current state of engineering design, and then evaluate the CEQA checklist questions for the Project. In order to respond to each environmental concern, we would use existing information only. At the conclusion of the Initial Study, would have the following information:
1) Key information gaps in the Project Description. The gaps would be focused on elements needed to support the environmental review, allowing a series of targeted engineering assumptions to be made to support a bounding-level analysis. Such gaps may include the number and type of equipment expected under the CUP; methods to address subsidence in the area; focused hazard, noise, and community compatibility analysis. These data gaps would constitute an Additional Information Request to SHP.
2) Key information gaps in available environmental data. Although we anticipate that SHP has an extensive about of useful information, the Project may require some specific environmental studies. For example, a noise analysis may be required considering impacts to both humans and to special status species. In this way, the Initial Study would scope the level of additional detail required to complete the CEQA review.
3) Determination of the appropriate level of CEQA analysis. At this stage, it appears that an EIR is the appropriate level of CEQA document. However, it is possible that there is sufficient information to determine that an Initial Study and Mitigated Negative Declaration (IS/MND) may be supported.
For purposes of Project scoping and budgeting and based on our understanding of the potential environmental issues, we anticipate that an EIR will be prepared for the Project. The Scope of work for the EIR is provided in the following subsections.
Task Deliverables: administrative draft, draft and final version of Initial Study
4.2.4 Technical Study Review
We expect that the following environmental studies will be completed by SHP and its consultants, although the actual list will be determined in part based on the preparation of the Initial Study:
– Geology and Soils including subsidence analysis
– Hydrology and Water Quality
– Biological Resources
– Air Quality
– SHP compliance with GHG programs
– Hazards
Scope of Work| 24
Proposal for Specialized and On Call Services
– Noise and Vibration
We will use these studies as a primary source of information for preparation of the EIR; therefore, by providing early review of these studies, we will minimize the need for data requests and clarification later on. We will review the environmental studies with a focus toward identifying data gaps and additional information required from SHP to complete the EIR. We will also conduct a site visit of the proposed project site as part of our review. In assessing the information provided by SHP, Catalyst will review and use information provided in local, state, and federal resource agency files as well as our own in-house files developed from other work in the project vicinity. We anticipate that these studies will provide most of the technical information necessary for preparation of a defensible EIR. Following our review, we will advise the City PM of any potential data gaps or other shortcomings to avoid delaying completion of the EIR. For the purposes of estimating costs, we assume that one data request will be submitted to SHP. We also assume that any field surveys, for example for biological or cultural resources, will be conducted by SHP and reviewed by Catalyst. We have the capabilities to conduct these field surveys, if necessary, but we have not included this in our budget.
Deliverables: Requests for Studies and Additional Information from SHP
4.2.5 Administrative Draft EIR, Draft EIR, Final EIR
We will maximize the use of information provided by the SHPs consultants (described in the task above), as well as other relevant publicly available studies and sources (e.g., cultural resource database searches) to prepare a comprehensive Preliminary Draft EIR that meets CEQA requirements. The Preliminary Draft EIR will be submitted for internal review by the City PM. Subsequently, we will prepare a Draft EIR that respond to comments from the City PM and will be published for public and agency review. An electronic version of the Draft EIR will be submitted to the City PM in Track Changes for review prior to finalization and publishing. Following the end of the public review period, the Project Team will revise the document to address specific comments received and prepare a Final EIR for submission to the City Environmental Commission, Planning Commission, and Council.
The Project’s impacts on the resources listed below will be evaluated for each alternative. The EIR will identify significant direct, indirect, and cumulative impacts, as well as possible mitigation for those significant effects. Significance thresholds for each resource will follow those listed in Appendix G of the CEQA Guidelines. Our understanding of the key issues related to each resource, as well as our general approach to identifying impacts, is described below.
Deliverable: administrative draft, draft, and final version of EIR
4.2.5.1 Aesthetics
The Aesthetics section will establish the visual context for the Project, including any public spaces of visual importance in the Project vicinity (there are no designated scenic vistas or roadways in the area).
This section will identify sensitive receptors and key observation points, and will describe existing conditions, including any important, unique, or unusual features and views.
We will describe significant direct and indirect aesthetic impacts that could result from Project implementation, including the short- and long-term impacts of Project construction and operation on Scope of Work| 25
Proposal for Specialized and On Call Services
the visual quality of the Project area. If there are residual significant visual impacts, we will develop mitigation measures to minimize these impacts, such as painting or vegetation shielding.
4.2.5.2 Air Quality
Signal Hill is located in the Los Angeles portion of the South Coast Air Basin. This area is in nonattainment for ozone, carbon monoxide and particulate matter. Construction activities will result in a temporary increase of particulate matter and other pollutants, which could potentially exceed established thresholds.
The description of ambient air quality will include a brief description of the Project area’s climate and meteorology, air quality attainment status, and air data obtained from local monitoring stations. The air quality analysis will be based on the SCAQMD Air Quality Assessment Guidelines. The Project’s estimated construction emissions will be quantified using the California Emissions Estimator Model (CalEEMod) will be compared to federal and local standards. Because the area is in non-attainment for the federal 8-hour ozone standard, we will also compare emissions to the General Conformity thresholds. At this time, we have assumed that a detailed General Confirmation determination will not be required. The Project’s construction emissions, including criteria pollutants and toxic air contaminants (i.e., diesel exhaust), initially will be quantified without mitigation. If the criteria pollutant emissions exceed any recommended thresholds, we will identify feasible and appropriate mitigation.
Types of mitigation that can be applied for this Project include reduction in equipment/vehicle idling, use of newer or retrofitted equipment, change in schedule to reduce pollutant concentrations, and application of measures to control fugitive dust. The Project Team will work with the City PM to update the list of sensitive receptors, as necessary, and will determine if any receptors may be impacted by any identified air quality impacts.
Air quality will also be assessed with respect to toxic air pollutants. We will rely on the “Air Toxics Hot Spots” compliance documents prepared by SHP, which would include risk assessments. In work for Ventura County Planning department with respect to establishing setbacks between new wells and sensitive receptors, we have carefully analyzed the air quality studies (peer reviewed and grey literature) that bear on toxic air pollutants, and we will use these data to support our analysis.
4.2.5.3 Biological Resources
The Biological Resources section of the EIR will identify common species of plants, fish, and wildlife in the Project area, and the various communities and associations that are present. This section will describe unique ecosystems or communities, threatened or endangered species, and other biotic important resources. The EIR description of existing setting and evaluation of potential impacts to biological resources will make maximum use of the biological resources technical study anticipated to be prepared by SHP’s consultant.
4.2.5.4 Cultural Resources
We will review information in the City general plan and associated EIR, and information provided by SHP, to assess the potential for historical resources listed on the National Register of Historical Places, archaeological sites or paleontological resources. We anticipate that the drill sites have been previously disturbed and that the CUP would not include substantial expansion of facilities that may lead to Scope of Work| 26
Proposal for Specialized and On Call Services
excavation deeper than 5 feet. Therefore, construction and operation of the proposed project is not expected to impact any cultural resources. However, if the Project Team does identify a potential for an impact to these resources, we would request a records search be conducted by SHP’s consultant.
4.2.5.5 Geology and Soils
The Geology and Soils section of the EIR will describe the general geology, mineral resources, and known geologic hazards in the Project area. The EIR evaluation of geology and soils will make maximum use of the geology and soils study to be prepared by SHP’s consultant. Based on our general knowledge of the Project site and oil field construction and operation, the most important issues with regard to geology and soils are slope instability or settlement/subsidence that could damage components of oil field infrastructure and ground motion due to a seismic event that could damage components of the oil field infrastructure. The project sites may also be located in areas of potential liquefaction and potential for erosion.
4.2.5.6 Climate Change
This section will evaluate greenhouse gas (GHG) emissions from Project activities. The greenhouse gas issues associated with the proposed action will be evaluated due to the construction and operational activities. The section will be prepared in accordance with the Greenhouse Gas Thresholds of Significance Options for Land Use Development Projects. Construction and vehicle emissions will be quantified through use of CalEEMod.
We will review SHP’s GHG emission inventory and use that as the basis for the characterization of the environmental impacts. Additionally, the team will calculate and quantify the GHG reduction based on reduction measures proposed for the project. As required by CEQA we will analyze both the quantified GHG emissions relative to significance thresholds, as well as consistency of the Project with local and regional GHG reduction policies and plans. In our experience, if mitigation is required, it can be in the form of enhanced controls, or contributions to programs that seek to reduce GHG emissions.
4.2.5.7 Hazards, Hazardous Materials, and Human Health
In our experience, we have typically combined chapters on Hazards and Hazardous Materials, Risk of Upset, and Human Health. Hazards analysis typically includes Risk of Upset, and Human health has the potential to be affected by hazards. Other aspects of human health related to water quality and air quality can be addressed in those sections. At the City’s request, we can prepare separate chapters.
In our work with Ventura County in the development of their General Plan 2040, as well as subsequent changes to their oil ordinance including a setback study, we determined the state of the science with respect to hazard issues at oil and gas fields and placed them into a policy framework for use by the County. This work will be of direct benefit to the City in this analysis.
Aboveground and underground petroleum storage tanks are present in many locations near the Project site. We anticipate that SHP Petroleum will have a hazards report, identifying both chemical and physical hazards, and contingency planning considerations. The Project Team will make maximum use of information contained in this report to evaluate risks associated with hazardous materials. Our extensive work on the hazards of oil and oil field development will allow us to critically review this information and ensure that it meets the needs of the City and CEQA.
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Proposal for Specialized and On Call Services
Risk of upset addresses scenarios that could adversely affect public safety in an immediate manner. The information presented in this section will describe potential upset scenarios, the levels of risk associated with these scenarios, and the significance of upsets scenarios. The section will also present an analysis of future oil development potential for oil spills, including the estimated frequency and volume of spills.
The development of the serious injury/fatality aspect of the risk assessment involves the following five major tasks, which we will ensure are included in the material provided by SHP:
– Identification of release scenarios;
– Development of frequencies of occurrence for each release scenario; – Determine the consequences of each release scenario;
– Develop estimates of risk, including risk profiles; and – Develop risk-reducing mitigation measures.
The results of the risk of upset analysis will be described in the EIR and used to assess the potential impacts of the proposed Project which could result from upset conditions.
4.2.5.8 Hydrology and Water Quality
The Hydrology and Water Quality section of the EIR will contain a discussion of the general groundwater and surface water resources in the area and a description of existing water uses, utilizing the expected Water Report that will be prepared by SHP’s consultant. The proposed Project will consist of wells and involve reinjection of produced water into the oil-bearing formation. The Project Team will evaluate the potential effects of project construction and operations, including the effects of reinjection on subsidence and slope stability, local water supplies and the potential impacts of an oil spill on water quality. We will address water quality for each potentially affected aquifer and surface water body, and applicable water quality regulations and standards. We will discuss water well locations, water crossing installations, and other issues as appropriate. We will also address the potential for groundwater or soil contamination. We will integrate our technical specialties to address the interrelated aspects of water quality and construction techniques as they relate to the local environmental setting.
4.2.5.9 Land Use and Planning
The Project may require a modification to the General Plan or specific plan as well as a Development Agreement with the City. As identified in the RFP, these are separate scope items from the preparation of the CUP CEQA compliance. However, the impact assessment will evaluate development of the oil field based on the compatibility with the existing Specific Plans, the City’s General Plan, and surrounding land uses. The Project Team will prepare graphics and tables indicating land use and zoning of the project area. An analysis will be conducted of the allowed land uses on the project parcels and a consistency determination of the proposed project with the applicable land use and zoning regulations. We will also address the potential impacts of the Project on the land use of the surrounding areas and the potential conflicts associated with the proposed project on those land uses.
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Proposal for Specialized and On Call Services
4.2.5.10 Noise and Vibration
Construction activities and operation of the oil field would create noise and vibration in the vicinity of the project site. This section will evaluate anticipated construction and operation noise levels (anticipated to be provide by SHP’s consultant) and determine whether they comply with the City’s Noise Control Ordinance. Sensitive receptors will be identified. Noise resulting from oil field construction and operational activities will be analyzed using the numerical model SoundPLAN for all sensitive receptors in the vicinity of the Project sites.
4.2.5.11 Transportation/Traffic
During construction, traffic will be generated by construction crews and equipment/material deliveries, which may cause short-term construction-related traffic impacts. The Project Team will review the proposed construction plans for the proposed project to determine the potential for traffic disruptions, including to emergency access routes. The analysis will consider vehicle miles traveled as required by CEQA.
4.2.5.12 Mandatory Findings of Significance
CEQA sets forth certain mandatory findings of significance, such that a project would have a significant effect on the environment if it would: a) substantially degrade environmental quality or reduce fish or wildlife habitat; b) cause a fish or wildlife habitat to drop below self-sustaining levels; c) threaten to eliminate a plant or animal community; d) reduce the numbers or range of a rare, threatened, or endangered species; e) eliminate important examples of the major periods of California history or prehistory; or f) achieve short-term goals to the disadvantage of long-term goals. Mandatory findings of significance can be determined based on either the project’s individual impacts or impacts that are cumulatively considerable. The Project Team will assess whether any mandatory findings of significance are warranted based on the project description and the resource area analyses described above.
4.2.5.13 Cumulative Effects
Cumulative impacts refer to two or more individual impacts that, when considered together, are considerable or that compound or increase other environmental impacts. An EIR is required to discuss the cumulative impacts of the project when added to other closely related past, present, or reasonably foreseeable future projects. The Project Team will work with the City PM to develop a list of cumulative projects to be considered in this analysis. Cumulative projects will be considered based on other project applications filed with the city, and known regional projects (e.g., ongoing transportation improvement projects). Potential cumulative impacts will be evaluated for each resource area. Significant impacts will be identified if the project, in addition to the others considered, would exceed any of the stated significance thresholds within a particular resource area.
4.2.5.14 Other Sections Required by CEQA
As required by CEQA, the EIR must discuss how the proposed project, if implemented, could induce growth. The EIR must also identify any significant irreversible environmental changes, including current or future commitments to using non-renewable resources. Growth-inducing impacts and irreversible Scope of Work| 29
Proposal for Specialized and On Call Services
environmental changes will be evaluated following the completion of assessment of individual resource areas.
4.2.5.15 AB-52 Compliance/Tribal Cultural Resources
While permitting and consultation was not requested in the RFP, compliance with California Assembly Bill 52 (Tribal consultation) must be completed before the CEQA document can be certified (in some cities, we find that the preference is to conclude AB-52 consultation before issuance of the draft CEQA document). We will request a Sacred Lands Inventory search and list of local Native American tribal representatives with potential knowledge of tribal resources from the Native American Heritage Commission (NAHC). We will then provide a draft Native American consultation letter for mailing to Native American tribal representatives identified by the NAHC. We assume that the City will send out mailings and that follow up phone call consultations would also be conducted by the City. Catalyst is available to support this effort. These efforts will be documented within the Tribal Cultural Resources section of the CEQA document.
4.2.6 Noticing
Catalyst will prepare all necessary notifications in draft form for review by the City PM. This includes a Notice of Preparation to inform the public about the scoping process, a Notice of Completion to announce the availability of the Draft EIR, and a Notice of Determination after the City of Signal Hill Planning Commission makes a decision on the project. We will provide the City of Signal Hill Project Manager with an electronic copy of each notice and report in Microsoft Word format, and if requested, will also provide a printed copy. Once approved by the City PM, Catalyst will publish each notice in the Los Angeles Times Legal Notice Section, to be printed one day and appear on LATimes.com for a sevenday period.
Catalyst will submit all notices to the County Clerk and Governor’s Office of Planning and Research State Clearinghouse. We anticipate that the City would mail notices to adjacent landowners and their interested parties list, although Catalyst is available to support this activity. However, full noticing beyond the County Clerk and State Clearing house is not included in our budget.
Deliverables: draft and final version of Notices
4.2.7 Public Scoping and Hearings
CEQA public scoping meetings, workshops, and hearings are important aspects of the public participation process, especially for projects that may be considered controversial in nature. Catalyst will work with the City PM to determine the best approach to involve stakeholders and the public in this process.
For the public scoping, we will work with the City PM to prepare presentation material, sign-in sheets, and hand-outs. Catalyst assumes that the City will arrange the meeting location and logistics. The Catalyst PM and DPM will attend the workshops, with additional staff available to attend if requested by the City PM. Comments received during scoping will be sorted and analyzed to prepare a brief Scoping Report identifying the major issues and where the issues are addressed in the EIR.
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Proposal for Specialized and On Call Services
Following completion of the DEIR, we will work with the City PM to prepare for one public meeting during the public review period. Catalyst will assist in preparing presentation material, sign-in sheets, comments cards, and any other necessary handouts. The purpose of the hearings will be to gather public and agency comments on the DEIR. Catalyst assumes that the City will hire a court reporter to transcribe the hearings and arrange the hearing locations and logistics. The Catalyst PM and DPM will attend the hearings, with additional staff available to attend if requested by the City PM.
Following completion of the Final EIR, the Catalyst PM and DPM will attend hearings before the Environmental Commission, Planning Commission, and City Council. The Project Team will assist the project manager in preparing any necessary
presentation material for the City hearings and, along with the City PM, will answer any questions from the Commission’s and Council on the project and the EIR.
For purposes of estimating costs, we have assumed that there will be one public scoping meeting, one public hearing, and three City hearings (Environmental Commission, Planning Commission, and City Council).
Deliverables: Public Scoping and meeting support materials
4.2.8 Response to Comments
After the public hearings on the DEIR, the Project Team will compile and categorize all written and transcribed comments into manageable sets of concerns. Similar issues can then be addressed in a consistent and comprehensive manner for
inclusion in the Final EIR. The Project Team will develop draft responses to each comment, in coordination with the City PM. If determined necessary, the PM and Deputy PM will attend one meeting with the city to discuss major concerns and proposed responses. The Response to Comments will be added to the Final EIR as a separate chapter.
Deliverables: draft and final scoping report; draft and final response to comments
4.2.9 Mitigation Monitoring and Reporting Plan
Catalyst will develop a proposal for a post-EIR certification mitigation compliance monitoring program for the proposed project. The mitigation monitoring and reporting plan will be
IMPORTANT DETAILS
Administrative Record: Frequently
an afterthought, Catalyst instead
begins with a document called
“Administrative Record Rules of
the Road” that establishes what
must go into the record at the
start of the project. We then have
a dedicated person in charge of
maintaining the record. This
approach means that Public
Information Act requests are
simple to comply with, rather than
a new burden. It also ensures that
the Administrative Record is
complete and accurately recorded
during all phases of the project.
Scoping and Public Comment
Tracking: Catalyst has had
projects with thousand’s of
individual comments. This
experience has required us to be
rigorous and thorough in logging
and tracking public comments.
We prepare a detailed database
to log scoping and public review
comments, track responses and
catalogue where in the document
changes have been made and the
comment is addressed. It sounds
easy, but many of our
competitor’s CEQA documents
have been successfully
challenged for inadequate
response to comments.
Accessibility: Accessibility
requirements keep growing, and
Catalyst is on the forefront of
compliance. From venues and
translators to document
formatting, our dedicated
production and logistics staff
ensure success of this detail that,
if missed, can lead to rancor.
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Proposal for Specialized and On Call Services
designed in compliance with applicable CEQA requirements to be fully enforceable through such measures as conditions in grants, permits, or other approvals. The mitigation program will be prepared to become part of the conditions to the City approval. We expect the program to consist of a table including the specific mitigation actions required, parties responsible for mitigation, parties responsible for verifying that mitigation has been accomplished, and a schedule for when these actions should occur.
The mitigation measures will come from the environmental consequences and City conditions sections of the EIR. In addition, we find that it is useful to include the permit conditions of other agencies into the mitigation monitoring plan, in the event that they were not specifically included as conditions of approval by the City.
Deliverables: draft and final MMRP
Scope of Work| 32
(BB&K 2019)
55136.00200\31918793.1
Exhibit “B”-1
EXHIBIT "B"
SCHEDULE OF SERVICES
See detailed schedule of services on following page.
Proposal for Specialized and On Call Services
Project Management, Schedule, and Budget| 38
Figure 5: Proposed Project Schedule
(BB&K 2017)
55136.00200\31918793.1
Exhibit “C”-1
EXHIBIT "C"
COMPENSATION
Consultant shall be compensated at the rates set forth herein. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Riverside-Orange Counties.
See detailed rate schedule on following page.
Proposal for Specialized and On Call Services
Project Management, Schedule, and Budget| 35
Figure 4: Detailed Cost Estimate
(BB&K 2019)
55136.00200\31918793.1
Exhibit “D”-1
EXHIBIT “D”
INSURANCE REQUIREMENTS
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
3.2.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. [***NOTE:
If Consultant does not own any company vehicles or may not be able to purchase a Business Automobile Insurance Policy, the requirement may be satisfied by providing either of the following: (1) a Personal Automobile Liability policy for the Consultant's own vehicle stipulating "Automobile Liability Insurance with a limit of not less than $1,000,000 each accident"; or (2) a non-owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g., vehicles of employees). ALWAYS DELETE THIS SECTION IF NOT USED.***]
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement (BB&K 2019)
55136.00200\31918793.1
Exhibit “D”-2
and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Pollution Liability: Pollution Liability Insurance covering all of the consultant’s operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with limits of not less than $5,000,000 per loss and $10,000,000 total all losses. The policy shall contain no endorsements or provisions limiting contractual liability or coverage for cross liability of claims or suits by one insured against another. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
3.2.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(C) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.2.11.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (BB&K 2019)
55136.00200\31918793.1
Exhibit “D”-3
(B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
3.2.11.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
3.2.11.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.11.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.2.11.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.2.11.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.11.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled (BB&K 2019)
55136.00200\31918793.1
Exhibit “D”-4
and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
3.2.11.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.11.12 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.11.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.2.11.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.