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RFP NO. 2022-18 - MS4 PERMIT CONSULTING SERVICES CITY OF ROSEMEAD REQUEST FOR PROPOSAL NO. 2022-18 MUNICIPAL SEPARATE STORM SEWER SYSTEM (MS4) PERMIT PROFESSIONAL COMPLIANCE AND SUPPORT SERVICES SUBMITTALS: Three (3) bound copies and one (1) electronic PDF file on flash drive or CD of the proposal in sealed envelope(s) must be received by the City of Rosemead's City Clerk's Office by: no later than September 6, 2022 at 10:00 am or Electronic proposal submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at: https://pbsystem.planetbids.com/portal/54150/portal-home Proposals submitted through PlanetBids Vendor Portal shall be submitted no later than September 6, 2022 at 10:00 am CONTACT PERSON: Michael Chung, Director of Public Works City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 (626) 569-2158, MChung@cityofrosemead.org PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED. Please direct questions or concerns regarding this RFP to Michael Chung, Director of Public Works via email: MChung@cityofrosemead.org or on the City’s PlanetBids Vendor Portal by August 25, 2022 by 5:00 pm. Answers to submitted questions will be posted on the City's website and Planetbids. This RFP is posted on the City's website and Vendor Portal Hosted by PlanetBids at: https://pbsystem.planetbids.com/portal/54150/portal-home Please review the requirements of the RFP and submit your proposal by the date specified. Issued by: Michael Chung, Director of Public Works City of Rosemead Page 2 of 9 City of Rosemead – Public Works RFP No. 2022-18 A. INTRODUCTION/OBJECTIVE The City of Rosemead’s Public Works Department is requesting proposals to provide a Phase I Municipal Separate Storm Sewer System (MS4) National Pollutant Discharge Elimination System (NPDES) Permit professional compliance and support services as required by California Regional Water Quality Control Board, Los Angeles Region (LARWQCB) Order No. R4-2012- 0175-AO1, the amended Coastal Los Angeles County MS4 NPDES Permit. B. BACKGROUND The Public Works Department administers the City of Rosemead’s MS4 Permit Program and local implementation of the City of Los Angeles led Upper Los Angeles River (ULAR) Watershed Management Program (WMP) and Coordinated Integrated Monitoring Program (CIMP) Plans. Permit enforcement is primarily through Rosemead Municipal Code (RMC) Chapter 13.16. Requested services will be provided annually from July 1st to June 30th and summarized within individual and watershed annual reports to be submitted to the LARWQCB by December 15th. Professional Services Agreement (PSA) and Notice to Proceed (NTP) issuance after July 1st may result in reprioritization of task scheduling and budgets, so that necessary work can be completed in a satisfactory and timely manner. C. SCOPE OF SERVICES 1. Meetings: Attend kickoff meeting with City staff, twelve (12) regional meetings (such as LAPG, ULAR, or MS4 Permit related workshops), and four (6) informal City staff or management meetings or additional external meetings. Agenda and summaries will be prepared for each City meeting; however formal presentations will not be prepared. 2. Safe Clean Water Program Assistance: Propose eligible project or program expenditures to assist in achieving compliance with the MS4 Permit. Coordinate with City staff to compile the Safe Clean Water Municipal Program Annual Plan that is due each year to the Los Angeles County Flood Control District (District) by April 1. Assist in preparing informational literature on the potential uses of SCW Program funds and assist in securing potential Safe Clean Water Program grant opportunities. Prepare the Annual Plan and Expenditure Reports with City support. 3. Annual Staff Training: State registered Qualified Industrial Stormwater Practitioner (QISP), Qualified Storm Water Pollution Prevention Plan (SWPPP) Developer (QSD), or Practitioner (QSP). Consultant staff shall provide annual training according to MS4 Permit to designated City staff: a. Construction/Erosion Plan Review and Permitting b. Erosion/Sediment Control Plan Inspection c. Stormwater Targeted Public Employee and Contractor Page 3 of 9 City of Rosemead – Public Works RFP No. 2022-18 d. Staff Illicit Connection/Illicit Discharge Response 4. Public Information and Participation Program: Develop activity specific public education content, regarding source control BMPs, use and disposal of MS4 Permit pollutants relevant to Rio Hondo Reach 3 and downstream receiving water impairments, for incorporation by the City Webmaster or distribution by the City. 5. Industrial/Commercial (I/C) Facilities Program: The City of Rosemead’s Business License database consists of approximately 200 food service, 100 automotive repair, 20 Retail Gasoline Outlets (RGO), and 6 nursery facilities, while the state Stormwater Multiple Application and Report Tracking System (SMARTS) includes five (5) active traditional and one (1) No Exposure Certification (NEC) Industrial General Permit (IGP) holder. Each facility must be inspected twice, at least six months apart on an annual basis. Consultant would send a City reviewed pre-inspection notification letter on City letterhead to half of the aforementioned facilities, conduct inspections using a City reviewed form, and develop an I/C facility program tracking database with the attributes identified in the MS4 Permit. By July first, electronic scans of the completed inspection forms, inspection photographs, significant business specific communications, I/C Program tracking database, and Geographic Information System (GIS) shape files would be submitted to the City’s Project Manager. Consultant will review the City of Rosemead’s Business License Fee Schedule and provide corresponding Standard Industrial Classification (SIC) and North American Industrial Classification System (NAICS) codes for future use by City staff, during the licensing process. Consultant will review Primary Business Activities (PBAs) in the Business License database and identify corresponding SIC and NAICs codes. Consultant will provide per inspection category rates, for newly identified facilities, follow up, and enforcement inspections. Consultant will provide the identified number, type and associated I/C Facility inspections services, identifying additional per inspection rates for each I/C identified category. At the conclusion of the permit service period in June, electronic scans of the completed inspection forms, inspection photographs, significant business specific communications, the tracking database, and associated GIS shape file would be submitted to the City Project Manager. The actual number and categories of inspections completed will be subject to adjustment based on prioritization and funding. a. Two (2) traditional (NOI) IGP facility inspections with pre-inspection notification letter and development of a City approved IGP inspection form. b. One (1) IGP facility NEC verification inspection with pre-inspection notification letter. c. One (1) IGP Non-filer (businesses with SIC codes identified in Attachment A to the IGP) inspection with pre-inspection notification letter. d. One (1) IGP facility inspection, with pre-inspection notification letter, leading to Consultant drafting, or issuing on City Letterhead, an NOV letter. e. One hundred (120) Commercial Food Service (FS) inspections with pre- Page 4 of 9 City of Rosemead – Public Works RFP No. 2022-18 inspection notification letter and development of a City approved FS inspection form. f. Fifty (50) Commercial Auto Repair or RGO inspections with pre-inspection notification letter and development of a City approved RGO inspection form. g. Twenty (20) Other inspections or visits, with pre-inspection notification letter, including nurseries, validation of facility closure, denial of access, assessment of tentative SIC/IGP Attachment A applicability. 6. Redevelopment Planning: RMC Chapter 13.16.180 incorporates Los Angeles County Code Chapter 12.84 Low Impact Development (LID) Standards in their entirety. Consultant will provide up to eight (8) LID storm water project reviews on an as-needed basis, for each projects of less than five acres, based on MS4 Permit criteria. Larger projects would be reviewed on a negotiated time and materials basis. Developer provided Project and Best Management Practice (BMP) tracking data will be input into the Watershed Reporting Adaptive Management & Planning System (WRAMPs), other suitable City software, or database, using City provided identification and passwords. 7. Redevelopment Construction Inspections: On an as-needed basis, Consultant will provide up to four (4) Erosion and Sediment Control Plan (ESCP), Construction General Permit (CGP), or City Project Inspections as prioritized by City staff. Consultant will draft inspection forms for City review prior to first inspection. Correction and Enforcement (NOVs) actions will be a result of these inspections where appropriate and forwarded to the City for signature and delivery. Permit required construction inspection tracking data will be provided to the City Project Manager within one week following the inspection. 8. Post-Construction BMP Inspections: City has four (6) active CGP projects identified in SMARTS, for which LID and BMP criteria were unavailable during ULAR Reasonable Assurance Analysis (RAA) and EWMP development. City will assemble, for onsite review, SUSMP, SWPPP, BMP design, and maintenance covenants for the projects. Over three (3) days, Consultant will use Best Professional Judgment (BPJ) and City reviewed forms, to inspect and assess, the effectiveness of visible post-construction BMPs, not inspected during the prior two years. Consultant will record Post-Construction BMP inspection, and tracking data, as identified in the MS4 Permit, and provide the City with GIS shape and data files with collected observations. 9. Regional BMP Development Opportunities: The LARWQCB approved ULAR EWMP Plan reported that City of Rosemead’s pollution source control needs were equivalent to 106 acre-feet of runoff capture. Consultant will overlay the City of Rosemead’s sub-watersheds identified in the ULAR EWMP Plan Table 7A-33 onto a suitable aerial map provided by the City. Private and public parcels, potentially suitable for retrofitting with BMPs as pollution source controls, will then be identified based on criteria identified in the MS4 Permit. These parcels will be identified for the City’s Project Manager to be used by the City of Rosemead’s Planning Division, along with Permit recommended retrofitting concept identified in the MS4 Permit. Page 5 of 9 City of Rosemead – Public Works RFP No. 2022-18 These recommendations (“smaller retrofit projects”) could then be included during Conditional Use Permit (CUP) developer negotiations and as part of the background information provided at the City’s Planning Commission Hearings. The Consultant shall evaluate/validate the results and recommendations of the ULAR’s Pre-SIP analysis and provide guidance on the implementation of Pre-SIP recommendations. The City has performed a preliminary evaluation of regional BMP projects and has identified multiple projects for strategic and cost-effective analysis. The Consultant shall continue this evaluation, propose at least one retrofit opportunity suitable for implementation as a regional BMP, complimentary in volume to the 80 to 106 acre- feet of captured volume identified in the ULAR EWMP Plan for the City of Rosemead. The proposed regional BMP should be the most cost-effective, practical, sensible, and politically sensitive; and must include an implementation schedule as well as financial strategies (e.g. grants, private-public partnership, bonds, etc.), strive to comply with the on-going regulatory compliance requirements. Consultant will undertake a concept analysis of the regional BMP, as well as smaller retrofit projects (particularly those requiring private/public partnership), and identify a short list of competitive projects for the purpose of grant application, for review by the City’s Project Manager. Based on City’s input, Consultant shall prepare a feasibility study (for the suite of project[s]) suitable for submission of future potential grant opportunities. The feasibility study should also include project phasing (e.g. Phase 1 -- smaller projects, Phase 2 – Regional BMP, etc.) for use in multiple grant application submittals, if deemed necessary and advantageous, depending on various projects’ readiness. For potential grant opportunities, the Consultant should provide an estimate for preparing and supporting such a grant application as an additional service task. 10. Trash TMDL Compliance: Prepare trash TMDL annual compliance report based on existing LACRQB spreadsheets. 11. IDDE Illicit Discharge Detection Elimination: Consultant shall provide a time and materials rate sheet, with point of contact, to be utilized if 24-hour, 365 day a year environmental engineering triage and assessment services, are needed. Whenever possible, routine IC/ID investigation and elimination services shall be undertaken within 20 hours of Consultant notification, or 72 hours of the City having become aware of the discharge. Actions and measures undertaken in conformance with this paragraph will conform, as closely as possible, to the requirements of the MS4 Permit and it’s objectives, including post-event documentation and enforcement assistance. The Consultant cost estimate shall include the first 16 person hours of routine investigation and elimination services. 12. Annual Reporting: Following each July to June service period, the Consultant will assist City staff in preparing draft and final Individual MS4 Permit Annul Report submittals to the ULAR EWMP Group Lead Agency. Consultant will follow submission directions to assure that a complete and acceptable annual report is Page 6 of 9 City of Rosemead – Public Works RFP No. 2022-18 submitted in a timely fashion. WMP progress report: June 15th & December 15th Annual Report December 15th WRAMPS reporting: Utilizing WRAMPS D. PROPOSAL SUBMITTAL FORMAT Proposal shall be submitted in the format specified below: Cover Letter: Provide an executive summary of your proposal. Table of Contents: Provide contents of proposal with page number references for each proposal section listed below. Section 1. Approach, and Scope of Work: Provide your understanding of the project, scope of work, schedule, and describe your approach in providing services. Section 2. Project Team, Key Personnel and Resumes: Provide an organization chart showing the names and responsibilities of key personnel and subconsultants. Provide resumes of all key personnel identified in the organization chart. Section 3. Company Qualifications: Provide qualifications of your, emphasize similar services provided, and local experience. Section 4. References: Provide three (3) Public Agency references for similar projects. Section 5. Standard City Contract and Insurance Requirements: Proposers shall review the attached Standard City Contract and Insurance Requirements and provide a statement that they will comply with all aspects of the Agreement or provide any comments that they would like the City to consider. Section 6. Addenda Acknowledgement: If any Addenda is issued by the City, they shall be acknowledged in this section. Section 7. Cost Proposal: Consultant shall submit a not to exceed cost proposal listing a detailed cost for each task and sub-task; including work classification, rate, and estimated hours for each subtask of work. The general Scope of Services outlined herein is only provided as a guide in this Request for Proposals. Consultants shall provide a detailed Scope of Services in their submitted Technical Proposal as necessary to reflect the method and procedure in which they intend to provide the required professional services, consistent with the general Scope of Services. Provide your firm’s current Hourly Fee Rates for staff classifications who may provide the services. Page 7 of 9 City of Rosemead – Public Works RFP No. 2022-18 E. CONSULTANT SELECTION SCHEDULE 1. Release of Requests for Proposals August 18, 2022 2. Submittal of Questions August 25, 2022 by 5:00 pm 3. Response to Questions August 30, 2022 by 5:00 pm 4. Proposal Due Date September 6, 2022 by 10:00 am 5. Proposal Evaluation September 2022 6. Optional Interview (if required) September 2022 7. Tentative City Council award September 27, 2022 8. Tentative Start date October 2022 F. SELECTION CRITERIA The City will evaluate the Proposals submitted, and select the most qualified consultant. In evaluating the Proposals, the City may consider the following factors: ▪ Completeness of the RFP and compliance with the required format. ▪ Project understanding and approach to provide the requested services efficiently. ▪ Experience and qualifications of the project team members. ▪ Experience and qualifications of the firm. ▪ Experience in local area and project requirements and process. ▪ Experience in working as an extension of City staff and providing services in similar capacities with minimal direction from City staff. During the evaluation process, the City may also contact listed references (or request additional references), and include the feedback received in the evaluation factors listed above as applicable. G. PROPOSAL SUBMITTAL Electronic or Hardcopy proposals will be accepted as follows: Hardcopy Proposal Submittals: Three (3) bound copies and one (1) electronic PDF file on flash drive or CD of the Page 8 of 9 City of Rosemead – Public Works RFP No. 2022-18 proposal in sealed envelope(s) Hardcopy proposals shall be addressed to: City of Rosemead-City Hall City Clerk’s Office 8838 E. Valley Blvd. Rosemead, CA 91770 Attn : Ericka Hernandez, City Clerk Electronic Proposal Submittals: Electronic proposal submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at: https://pbsystem.planetbids.com/portal/54150/portal-home Proposal submittal due date is: September 6, 2022, at 10:00 a.m. Late proposals will not be accepted. H. CONTRACT PERIOD The Contract period shall be from the date of execution through December 31st of the following year for a three-year term and an option to extend for two, one-year terms. The contract has the possibility of annual extensions based on performance and pending City Council approval. I. DISCRETION AND LIABILITY WAIVER The City reserves the right to reject all proposals or to request and obtain, from one or more of the environmental consultants submitting proposals, supplementary information that may be necessary for City staff to analyze the environmental consultants’ proposals, pursuant to the selection criteria contained herein. The City is not liable for the costs incurred by the environmental consultants for the preparation of this proposal. The City may require environmental consultants to participate in additional rounds of more refined submittal before the ultimate selection of an environmental consultants made. These rounds could encompass revision of the submittal criteria in response to the nature and scope in the initial proposals. The Consultant, by submitting a response to this RFP, waives all rights to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. All proposals shall be binding for a period of sixty (60) days after the delivery date and may be retained by the City for examination and comparison. Page 9 of 9 City of Rosemead – Public Works RFP No. 2022-18 J. STANDARD CITY CONTRACT AND INSURANCE REQUIREMENTS City's Standard Professional Services Agreement is provided in Attachment A. Please review and provide any comments you have. City does not guarantee that any revisions to contract will be accepted. K. PUBLIC RECORDS ACT Proposals may be subject to public disclosure under the California Public Records Act and other public records laws, and by submitting a proposal, the proposer waives all rights to confidentiality of any information submitted in the proposal and agrees to any and all such disclosures required or permitted by law. Proposals become the property of the City when submitted and by submitting a proposal, the proposer agrees that the City may use any information, documentation or writing contained in the proposal for any the City purpose. L. QUESTIONS REGRADING THE RFP Please direct any questions or concerns regarding this RFP to Michael Chung, Director of Public Works via email: MChung@cityofrosemead.org by August 25, 2022 by 5:00 pm. Answers to submitted questions will be posted on the Cities' website and Planetbids. M. ATTACHMENTS Attachment A – City Agreement and Insurance Requirements PROFESSIONAL SERVICES AGREEMENT [INSERT TYPE OF PROFESSIONAL SERVICE] [INSERT COMPANY NAME] 1. PARTIES AND DATE. This Agreement is made and entered into this this ____ Day of ___, 20___ (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and [INSERT COMPANY] a [INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY] with its principal place of business at [INSERT ADDRESS] ("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 services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [INSERT TYPE OF SERVICE] 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 ongoing professional [INSERT NAME OF PROJECT] ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. [INSERT COMPANY NAME] Page 2 of 19 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 [INSERT TYPE OF SERVICES] services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit [INSERT EXHIBIT LETTER] 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 for a [INSERT WRITTEN YEARS] [(INSERT YEAR IN NUMBER)] year period from the Effective Date shown above, with [INSERT WRITTEN YEARS] [(INSERT YEARS)] extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. 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. 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. 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. [INSERT COMPANY NAME] Page 3 of 19 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. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates [INSERT NAME], 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 professional 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 represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and [INSERT COMPANY NAME] Page 4 of 19 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. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable 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 the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor 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 its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, 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. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed [INSERT WRITTEN AMOUNT] Dollars [(INSERT NUMERIC AMOUNT)] and in accordance with consultant’s proposal dated [INSERT DATE]. Consultant’s proposal is hereby incorporated and found in Exhibit “A”. Extra Work may be authorized in writing, as [INSERT COMPANY NAME] Page 5 of 19 described below, and 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 itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 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 City's Representative. 3.3.5 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 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "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 to the extent they are applicable to Consultant. 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. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents 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 Accounting Records. 3.4.1 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 [INSERT COMPANY NAME] Page 6 of 19 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. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 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, 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. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ 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. 3.5.1.3 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. 3.5.2 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: [INSERT COMPANY NAME] [INSERT ADDRESS] Attn: [INSERT PRIMARY CONTACT] Tel: [INSERT PHONE NUMBER] CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: [INSERT CITY CONTACT] [INSERT COMPANY NAME] Page 7 of 19 Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or 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. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 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 subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor 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. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City’s sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and 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. 3.5.4 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. [INSERT COMPANY NAME] Page 8 of 19 3.5.5 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 costs of such action as part of prevailing party’s total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant’s duty to indemnify and hold harmless Agency shall not extend to the Agency’s sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant’s cost or at Agency’s option, to reimburse Agency for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency’s defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 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. [INSERT COMPANY NAME] Page 9 of 19 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 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. 3.5.13 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 subcontractors 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. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 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. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. [INSERT COMPANY NAME] Page 10 of 19 3.5.17 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. 3.5.18 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. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. 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. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, 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. 3.5.20 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. 3.5.21 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. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. [INSERT COMPANY NAME] Page 11 of 19 3.6.1 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. [Signatures on next Page] CITY OF ROSEMEAD [INSERT COMPANY NAME] _______________________ ________ By: _____________________ Gloria Molleda, City Manager Date Name: __________________ Attest: Title: ____________________ _______________________ ________ Ericka Hernandez, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By: ____________________ ______________________ ________ Name: __________________ Rachel Richman Date City Attorney Title: ___________________ [INSERT COMPANY NAME] Page 12 of 19 [INSERT COMPANY NAME] Page 13 of 19 EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE [INSERT COMPANY NAME] Page 14 of 19 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is [INSERT COMPANY NAME] Page 15 of 19 determined, not requiring actual payment by the insured first. There shall be no cross- liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third-party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer’s endorsement). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. [INSERT COMPANY NAME] Page 16 of 19 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period} that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers’ Compensation) required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. [INSERT COMPANY NAME] Page 17 of 19 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this [INSERT COMPANY NAME] Page 18 of 19 obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. [INSERT COMPANY NAME] Page 19 of 19 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.