DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D
ON-CALL CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SUNNYVALE AND WSP USA, INC. FOR CONSULTING SUPPORT FOR SOLID
WASTE SERVICES
THIS AGREEMENT, dated 10/17/2023 , is by and between the CITY OF SUNNYVALE ("CITY"), a California chartered municipal corporation, and WSP USA INC. (“CONSULTANT")
WHER
EAS, CITY is in need of On-Call Contracts for Consulting Support for Solid Waste Services; and
WHER
EAS, CITY advertised a Request for Qualifications on April 28, 2023, for On- Call Contracts for Consulting Support for Solid Waste Services (F23-112); and WHEREAS, CONTRACTOR submitted a proposal on May 26, 2023; and WHEREAS, CITY accepted CONTRACTOR proposal submitted on August 8, 2023 and;
WHE
REAS, in reliance upon CONSULTANT’s representations regarding its qualifications, CITY finds that CONSULTANT possesses the skill and expertise to provide the required services;
NOW, T
HEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. Ser
vices by CONSULTANT
CONSULTANT shall provide services in accordance with Exhibit "A" entitled “Scope of Work”. All exhibits, including all associated attachments, are attached hereto and incorporated herein by reference. CONSULTANT shall determine the method, details and means of performing the services.
2. Time fo
r Performance
The term of this Agreement shall be for three (3) years from the execution date, unless otherwise terminated in accordance with Section 17 below. CONSULTANT shall deliver the agreed-upon services to CITY as specified in Exhibit "A". This agreement may be renewed for an additional two (2) one-year periods granted by the City Manager as an amendment in accordance with Section 18 below.
3. Dutie
s of CITY
CITY shall supply to CONSULTANT any documents or information available to CITY and required by CONSULTANT for performance of the services. Any materials provided shall be returned to CITY upon completion of the work.
4. Compensation
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D CITY agrees to pay CONSULTANT as full compensation for the services rendered pursuant to this Agreement, the amounts set forth in Exhibit “B”. Total compensation shall not exceed Two Hundred Twenty Five Thousand and 00/100 Dollars ($225,000.00).
CONSULT
ANT shall submit invoices to CITY no more frequently than monthly for services provided to date. All invoices, including detailed backup, shall be sent to City of Sunnyvale, attention Accounts Payable, P.O. Box 3707, Sunnyvale, CA 94088- 3707 or [email protected]. Payment shall be made within thirty (30) days upon receipt of an accurate, itemized invoice by CITY’s Accounts Payable Unit.
5. Wage Rat
es
CONSULTANT shall comply with the City’s the minimum wage set forth in Section
3.80.040 of the Sunnyvale Municipal Code.
6. Owners
hip of Documents
CITY shall have full and complete access to CONSULTANT's working papers, drawings and other documents during progress of the work. All documents of any description prepared by CONSULTANT shall become the property of the CITY at the completion of the project and upon payment in full to the CONSULTANT. CONSULTANT may retain a copy of all materials produced pursuant to this Agreement.
7. Conflic
t of Interest
CONSULTANT shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest. CONSULTANT is aware of the prohibition that no officer of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, CONSULTANT shall not accept employment or an obligation which is inconsistent or incompatible with CONSULTANT’S obligations under this Agreement.
Pursua
nt to CITY’s Conflict of Interest Code, Council Policy 7.3.7, CITY has determined that, depending on the position, certain individuals performing services under this Agreement may be required to file a Statement of Economic Interest (Form 700), which can be found at www.fppc.ca.gov. If applicable, to facilitate electronic submittal of Form 700, CONSULTANT shall send the following information to [email protected]: 1) first and last name(s) of CONSULTANT’s employee(s); 2) email address(es) of CONSULTANT’s employee(s); 3) date when CONSULTANT’s employee(s) will begin work under this contract; and 4) (if known) date when CONSULTANT’s employee(s) will cease work under this contract.
Government Code Section 91013 provides that any person who files a statement after its deadline shall be liable in the amount of $10 per day, up to a maximum of $100, in addition to any administrative penalty (up to the statutory maximum, currently $5,000) imposed by the Fair Political Practices Commission (FPPC). If any of CONSULTANT’s employee(s) is required to submit Form 700, and CITY does not receive CONSULTANT’s Form 700, then CITY is required to refer this matter to the FPPC or other appropriate enforcement agency.
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D
8. Confidential Information
CONSULTANT shall maintain in confidence and at no time use, except to the extent required to perform its obligations hereunder, any and all proprietary or confidential information of CITY of which CONSULTANT may become aware in the performance of its services.
9. C
ompliance with Laws
A. CONSULTANT shall not discriminate against, or engage in the harassment of, any City employee or volunteer or any employee of CONSULTANT or applicant for employment because of an individual’s race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, veteran or military status, or any other protected characteristic in violation of federal or state law. This prohibition shall apply to all of CONSULTANT’s employment practices and to all of CONSULTANT’s activities as a provider of services to the City.
B. C
ONSULTANT shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement.
10. I
ndependent Contractor
CONSULTANT is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT. CONSULTANT is r esponsible for paying all required state and federal taxes.
11. Hold Harmless/Indemnification
To the fullest extent permitted by law, CONSULTANT shall hold harmless, defend at its own expense, and indemnify the City and its officers, officials, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of CONSULTANT or its officers, agents, or employees in rendering services under this Agreement; excluding, however, such liability, claims, losses, damages, or expenses arising from the City’s sole negligence or willful acts. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. CONSULTANT’S responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement.
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D
12. Insurance
The City requires that all CONSULTANT shall maintain insurance requirements on the Pacific Insurance Network System (PINS). CONSULTANT shall take out and maintain during the life of this Agreement policies of insurance as specified in Exhibit "C" attached and incorporated by reference and shall provide all certificates or endorsements as specified in Exhibit "C" through PINS for approval by the City Risk Manager prior to CONSULTANT (or subcontractor) commencing any work under this Agreement.
13. CI
TY Representative
Ramana Chinnakotla, Director of Environmental Services as the City Manager's authorized representative, shall represent CITY in all matters pertaining to the services to be rendered under this Agreement (“CITY representative”). All requirem ents of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative.
14. CONSULTANT Representative
Randall Russell, Project Manager shall represent CONSULTANT in all matters pertaining to the services and materials to be rendered under this Agreement (“CONSULTANT representative”). All requirements of CONSULTANT pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the CONSULTANT representative.
15. No
tices
All notices required by this Agreement, other than invoices for payment which shall be sent directly to Accounts Payable, shall be in writing, and sent by first class with postage prepaid, or sent by commercial courier, to address below.
N
othing in this provision shall be construed to prohibit communication by more expedient means, such as by email, to accomplish timely communication. Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three business days after mailing.
To CI
TY: Ramana Chinnakotla, Director of Environmental Services.
Environmental Services Division
CITY OF SUNNYVALE
P. O. Box 3707
Sunnyvale, CA 94088-3707
To CONSULTANT: Randall Russell, Project Manager
WSP USA, Inc.
2570 N. First Street
Suite 100
San Jose, CA 95131
16. A
ssignment
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party.
17. T
ermination
A. If CONSULTANT defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be compensated in proportion to the percentage of satisfactory services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONSULTANT shall present CITY with any work product completed at that point in time.
B. W
ithout limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be compensated in proportion to the percentage of services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONSULTANT shall present CITY with any work product completed at that point in time.
C. If
CITY fails to pay CONSULTANT, CONSULTANT at its option may terminate this Agreement if the failure is not remedied by CITY within (30) days after written notification of failure to pay.
18. E
ntire Agreement; Amendment
This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced in writing as an amendment to this Agreement signed by all parties. If the amendment is signed electronically, the digital signatures must comply with the requirements of California Government Code Section 16.5.
19. G
overning Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara and waive all venue objections.
20. M
iscellaneous
The City reserves the right to request the Consultant to submit a proposal for w
ork in competition with other consultants prior to issuing a task or project work order.
When a future project is available, the City will provide information about that projec t and consider the consultants with on- call contracts awarded per the corresponding service category, to engage for that opportunity. Projects will be identified based on the Department of Public Works needs and funding availability. Consultants who are Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D awarded on- call contracts will be considered for work opportunities based upon qualifications relevant to each project/task identified, expertise, ability to perform service in the required time frame, and consultants’ potential conflict of interest. The Cit y will request a cost proposal on a project -by-project basis. If a reasonable fee cannot be achieved with the Consultant of choice, then negotiations will proceed with the next qualified on-call consultant(s) until a mutual agreement is reached.
Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision.
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D IN WITNESS WHEREOF, the parties have executed this Agreement.
CITY OF SUNNYVALE ("CITY") WSP USA, INC.
("CONSULTANT")
By By
City Manager
Randall Russell
Name and Title
Project Manager
ATTEST:
By By
City Clerk
Meggy Gidula Sector Lea_d
Name and Title
APPROVED AS TO FORM:
By
City Attorney
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D Exhibit A
SCOPE OF WORK
A. Solid Waste Services
1. Legislative compliance reviews: The State of California has multiple laws that solid waste generators and jurisdictions are required to comply and report (e.g. SB1383).
Contractor will provide support in reviewing the regulations and help City comply with them as needed.
2. O
utreach development: To understand and follow the programs in Sunnyvale, residents and businesses are expected to follow certain guidance and rules. To achieve that, City staff conduct outreach on a regular basis to educate the residents and businesses. Staff may require assistance to develop efforts to maximize the impacts and effect behavior change.
3. T
echnical assistance with solid waste programs, study- specific topics, and equipment research: City routinely looks for program improvements and cutting-edge equipment technology to increase diversion. Staff can ideate such improvements but may need support on identifying details and conceptualizing them related to City programs. On occasion, City Council study topics arise and staff require subject matter expertise for research and analysis.
4. A
ssistance with grant and permit applications: City routinely applies for state or federal grant funding opportunities and may need assistance with such applications. Additionally, the Consultant shall provide regulatory support for solid waste, water and air regulations, including regulatory analysis, permitting and program approaches as required by the City of Sunnyvale Solid Waste Division.
C. Strategic Planning
1. Diversion planning: City has a zero waste strategic plan guiding the programs. As needed, staff may need assistance with reviewing and updating the plan to include recent developments and progress made by the program.
2. Program analysis and planning: As new regulations and market changes emerge, the City may need assistance with reviewing and analyzing the programs’ effectiveness.
Attachment 2
Exhibit B
Compensation Schedule
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D Attachment C: Solid Waste Service Cost Proposal
City of Sunnyvale RFQL F23-112
On-Call Consulting Services for The Solid Waste Division Consultant's Name ……
Tasks Labor
Task
# Task Description (Task titles outlined in detail in the scope of work.) Project Manager Lead Consultant Technical
Reviewer Lead Consultant
Communications
, Public
Information
Specialist
Lead Consultant Lead Consultant
Grants
Management,
Development
Specialist
Randall Russell Jeff Dobrowlski Casey May Yip Yosef Brett Salmi Stacy Katz Stephanie Atallah Isabella Tsark
$200 $250 $150 $200 $200 $250 $200 $150
1 Legislative Compliance Reviews X X X - - - -
2 Outreach Development X X X
3 Technical Assistance X X
4 Assistance witth Grants and Permit Applications X X X Proposal Subtotal 0 0 0 0 0 0 0
Optional Services
A Additional services… - - - - - - -
B -------- - - - - - - -
C -------- - - - - - - -
D -------- - - - - - - -
Total Optional Services 0 0 0 0 0 0 0
Total Including Optional Services 0 0 0 0 0 0 0
9/27/2023 1/2
Attachment 2
Exhibit B
Compensation Schedule
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D Attachment C: Strategic Planning Cost Proposal
City of Sunnyvale RFQL F23-112
On-Call Consulting Services for The Solid Waste Division Consultant's Name ……
Tasks Labor
Task
# Task Description (Task titles outlined in detail in the scope of work.) Project Manager Lead Consultant Lead Consultant
Waste,
Circularity
Specialist
Title Title Title
Total Hours Stacy Katz Randy Russell Allie Reilly Lauren Standal Name Name Name $250 $200 $200 $100 $100 $100 $100
1 Diversion Planning X X X X - - - 0
2 Program Analysis and Planning X X X
3 4
5 Proposal Subtotal 0 0 0 0 0 0 0 0
Optional Services
A Additional services… - - - - - - - 0
B -------- - - - - - - - 0
C -------- - - - - - - - 0
D -------- - - - - - - - 0
Total Optional Services 0 0 0 0 0 0 0 0
Total Including Optional Services 0 0 0 0 0 0 0 0
Notes:
1 2
3 4
9/27/2023 2/2
Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D Exhibit C
INSURANCE REQUIREMENTS
C
onsultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Consultant, their ag ents, representatives, or employees.
M
inimum Scope and Limits of Insurance. Consultant shall maintain limits not less than:
1. Commercial General Liability: coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.
2. A
utomobile Liability: coverage with a combined single limit of not less than $1,000,000 per occurrence applying to all owned, non- owned, or hired vehicles used in conjunction with this Agreement for bodily injury and property damage. ISO Form shall be at least as broad as CA 0001.
3. W
orkers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.
I
ndustry Specific Coverages. If checked below, the following insurance is also required:
Professional Liability / Errors and Omissions Liability coverage with limits not less than $2,000,000 per occurrence or claim.
Valuable Papers and Electronic Data Processing with limits not less than $10,000 each.
☐ Cyber & Tech Liability coverage with limits not less than of $1,000,000 per occurrence or claim.
☐ C
rime coverage with limits not less than $500,000 to include third party premises endorsement.
D
eductibles, Self-Insured Retentions and Other Coverages:
Any deductibles or self-insured retentions must be declared and approved by the City of Sunnyvale, Risk Manager. The Consultant shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention.
Th
e aforementioned insurance requirements can be met through any combination of self- insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Oth
er Insurance Provisions:
1. During the term of the Agreement, the City of Sunnyvale, its officers, officials, Attachment 3
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D employees, agents, and volunteers are to be covered as an additional insured in the Consultant’s commercial general liability policy (and if industry specific coverage box is checked above, valuable papers, electronic data processing, and cyber liability policies) with respects to liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupi ed or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Sunnyvale, its officers, officials, employees, agents, or volunteers.
A
dditional Insured Endorsement for ongoing operations at least as broad as ISO CG 20 10 Scheduled, or automatic CG 20 38 and completed operations shall be at least as broad as ISO CG 20 37 scheduled or automatic ISO CG 20 40.
2. Du
ring the term of the Agreement, the Consultant’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
3. F
or all Architects, Engineers and Design Professionals - If Industry Specific Coverage box is checked above and if the Consultant’s Professional Liability/Errors and Omissions coverage is written on a claims made basis:
a. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of Agreement work.
b. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the Agreement of work. c. If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a Retroactive Dat e prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of Agreement work.
4. F
or any claims related to this agreement, the Consultant’s insurance shall be primary. Any insurance or self-insurance maintained by the City of Sunnyvale, its officers, officials, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.
5. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Sunnyvale, its officers, officials, employees, agents or volunteers.
6. T
he Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
7. E
ach insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Sunnyvale.
8. An
y umbrella or excess Insurance Liability policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including the Attachment 2
DocuSign Envelope ID: C703B4BB-D056-413F-9708-FC4C436F891D additional insured, SIR, and primary and non-contributory insurance requirements for the benefit of City (if agreed to in a written contract or agreement) until all coverage carried by or available to the Consultant’s primary and excess liability policies are exhausted and before the City’s own Insurance or self-insurance shall be called upon to contribute to a loss.
9. Th
e policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated above shall not serve to reduce the Consultant’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
A
cceptability of Insurers:
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:
VII, and who are admitted and authorized to do business and in good standing in California unless otherwise acceptable to the City of Sunnyvale’s Risk Manager.
V
erification of Coverage:
The City of Sunnyvale utilizes PINSAdvantge.com (PINS) to track and verify all insurance related documents. They City is no longer accepting Certificates of Insurance by mail and requires the use of PINS. The City will email the Consultant requesting proof of insurance for this Agreement through the PINS platform ( no- [email protected]), which include instructions on how to upload insurance documents electronically. Consultant shall furnish the City of Sunnyvale with an electric Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf and name City of Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate holder. All certificates are to be received and approved by the City of Sunnyvale, Risk Manager prior to commencement of work.
T
he Consultant shall provide certificate(s) evidencing renewals of all insurance required herein prior to the expiration date of any such insurance. Consultant shall submit insurance certificates reflecting the policy renewals through PINS. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Subcontractors
Consultant shall require all sub-contractors to procure and maintain insurance policies subject to these requirements. Failure of Consultant to verify existence of sub- contractor’s insurance shall not relieve Consultant from any claim arising from sub- contractors work on behalf of Consultant.
Attachment 2