RFP No. 2022-19 - Solid Waste Consulting Services
CITY OF ROSEMEAD
REQUEST FOR PROPOSAL NO. 2022-19
SOLID WASTE CONSULTING SERVICES
SUBMITTALS:
Four (4) 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 August 24, 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
August 24, 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 15, 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
City of Rosemead – Public Works RFP No. 2022-19
1 August 8, 2022
CITY OF ROSEMEAD
REQUEST FOR PROPOSALS
FOR
SOLID WASTE CONSULTING SERVICES
A. OBJECTIVE
The purpose of this Request for Proposals (RFP) is to select the most-qualified Consultant to
provide Solid Waste Consulting Services to manage and facilitate the procurement of a Solid
Waste Contractor for the collection, hauling, processing, and disposal of municipal solid
waste, recyclables, organics, and other materials. The City’s current solid waste hauler
franchise agreement is set to expire on July 31, 2023.
B. BACKGROUND OF THE CITY
The City of Rosemead is an urban suburb located in the San Gabriel Valley, 10 miles east of
downtown Los Angeles. It is bounded on the north by the cities of Temple City and San
Gabriel, on the west by Monterey Park, Alhambra, and the unincorporated Los Angeles
County community of South San Gabriel, on the south by Montebello, plus by El Monte and
South El Monte on the east. The City is 5.5 square miles (2,344-acres) in size. According to
the 2020 Census, the City had a population of 51,185.
C. DESCRIPTION OF PROJECT AND SERVICES
The purpose of this Request for Proposals (RFP) is to select the most-qualified Consultant to
provide Solid Waste Consulting Services. The Consultant will evaluate the City’s existing
waste programs and assist the City in the procurement of a Solid Waste Contractor.
The scope of services to be provided by the selected consultant for this project includes but
are not limited to the following:
Task 1. Project Management
a. Attend kick-off meeting with City Staff after award of contract to discuss scope of
work, information needs, and project schedule.
b. Provide a detailed project schedule that includes milestones and assigns tasks to
relevant parties. Initiate updates to the project schedule as necessary and provide
notification of changes to the City. The schedule shall be managed and updated
throughout the term of the services.
c. Coordinate bi-weekly meetings with the City to provide project progress and status
of schedule.
d. The Consultant shall be responsible for preparation and distribution of meeting
minutes for all related meetings attended by the Consultant and shall manage
action items in a timely manner.
City of Rosemead – Public Works RFP No. 2022-19
2 August 8, 2022
Task 2. Solid Waste Analysis Report
a. Compliance Analysis: Evaluate the City’s existing waste programs to assess the
City’s compliance with solid and organic waste, and recycling regulations.
Evaluate the City’s solid waste ordinances, solid waste franchise agreement, and
other waste diversion related programs and efforts. Identify, scope of services,
actions and/or new programs needed to ensure compliance with current State
waste and recycling regulations, and anticipated future regulations, if applicable.
b. Resource Analysis: Based on Task 2a Consultant shall develop budget,
programming, service, and staffing needs that are recommended to achieve full
compliance with State waste and recycling regulations.
c. Market Rate Analysis: Evaluate state, regional, and local industry rates and
franchise fees as well as new or additional service costs (one-time, annual, or on-
going expenses) needed to comply with solid and organic waste recycling
regulations. Provide an analysis of potential rate changes needed to adequately
meet solid waste regulations.
d. Submit a Solid Waste Analysis Report that includes the Compliance Analysis,
Resource Analysis, and Market Rate Analysis.
Task 3. Technical Document Development and Presentations
a. Based on the results of Task 2, develop and prepare a Request for Proposal (RFP)
for the solicitation of contractors to provide Solid Waste services for the City under
a contractual franchise agreement. Key items to be included in the RFP but are
not limited to:
Draft Franchise Agreement: Consultant shall develop and prepare a draft
waste hauler franchise agreement between the City and solid waste
contractor, including insurance requirements, performance standards with
liquidated damages and provisions for specific performance failures, and
indemnifications.
Contract Scope of Services: Consultant shall prepare a scope of services
and contract requirements to be included in the draft franchise agreement.
Waste Data: Consultant shall collect, review, and provide detailed
operational and service data to assist proposers in developing their
proposals
Proposer Worksheets: Consultant shall prepare worksheets designed for
proposers to enter proposed rates and supporting cost data.
RFP Requirements: The Consultant shall develop RFP format, criteria
requirements. Requirements include items such as waste collection
program descriptions, transition and implementation plans, firm
information, and experience references.
City of Rosemead – Public Works RFP No. 2022-19
3 August 8, 2022
b. Hold meeting with City staff to present draft agreement and RFP.
c. Address and provide written response to all City staff review comments of the Solid
Waste services RFP and franchise agreement.
d. Prepare presentation material to summarize key services and programs outlined
within the Solid Waste RFP to present City Council for input and concurrence.
e. Prepare a list of prospective proposers and invite each proposer to submit a proposal.
f. Conduct a pre-proposal meeting with prospective proposers and the preparation of
the written response(s) of any subsequent addenda to the RFP.
g. Coordinate any site visits to facilities of potential service providers and prepare
questions for City to ask providers during visit.
h. Develop the written criteria and methodology to evaluate and rank each
proposal submitted.
i. Prepare a technical analysis of each proposer to verify the ability to comply with,
provide for, and meet the requirements of a contract period. Evaluate each
proposer’s experience, ability to perform the contract through references, and
analyze the financial capability and strength of the proposer to perform in the
contract.
j. Hold meeting with City staff to present results of the proposal analysis and
recommended proposers.
k. Manage and facilitate interviews with the most qualified prospective proposers.
Task 4. Contract Negotiations
a. Assist the City in negotiating services, terms, rates, and the preparation of a final
agreement for approval by City Council.
b. Incorporate any changes in the scope of services and contract requirements during
negotiations to the franchise agreement.
b. Prepare report and presentation to City Council for the recommendation/options
for the procurement of a solid waste contractor. The target date for the resolution
approving a solid waste contractor is tentatively April 30, 2023. The target date to
initiate contract service is August 1, 2023, for the collection, hauling, processing
and disposal of solid waste services.
Task 5. Solid Waste Contractor Transition (Optional)
a. Assist the City in all tasks related to the potential transition between the City’s
current solid waste contractor and new solid waste contractor.
D. PROPOSAL SUBMISSION
Electronic or Hardcopy proposals will be accepted as follows:
Hardcopy Proposal Submittals:
Four (4) bound copies and one (1) electronic PDF file on flash drive or CD of the proposal in
City of Rosemead – Public Works RFP No. 2022-19
4 August 8, 2022
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:
August 24, 2022, at 10:00 a.m.
Late proposals will not be accepted.
E. CONSULTANT SELECTION SCHEDULE
Release of Requests for Proposals August 8, 2022
Submittal of Questions August 15, 2022 by 5:00 pm
Response to Questions August 19, 2022
Proposal Due Date August 24, 2022 by 10:00 am
Proposal Evaluation August/September 2022
Optional Interview (if required) August/September 2022
Tentative City Council award September 13, 2022
Tentative Start date September 19, 2022
F. 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.
G. CONSULTANT SELECTION METHODOLOGY
City of Rosemead – Public Works RFP No. 2022-19
5 August 8, 2022
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.
H. 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 five (5) 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
City of Rosemead – Public Works RFP No. 2022-19
6 August 8, 2022
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.
I. PROTEST PROCEDURES
This section sets forth the protest remedies available with respect to the RFP. Each
prospective consultant, by submitting its Proposal, expressly recognizes the limitation on its
rights to protest contained herein, and expressly waives all other rights and remedies. Each
prospective consultant agrees that the decision on any protest, as provided herein, will be final
and binding on the protestant.
All protests and related statements described in this section shall be submitted to:
City of Rosemead-City Hall
8838 E. Valley Blvd.
Rosemead, CA 91770
Attn: Ericka Hernandez, City Clerk
J. DEBRIEFING
Proposers who submit a proposal in response to the RFP shall be notified in writing when the
proposer was not selected.
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. PRE-CONTRACTUAL EXPENSES RESPONDING TO THE RFP PREPARATION
The City is not liable for any pre-contractual expenses incurred by any proposer or by any
selected consultant. Each proposer shall protect, defend, indemnify, and hold harmless the
City from any and all liability, claims, or expenses whosever incurred by, or on behalf of, the
City of Rosemead – Public Works RFP No. 2022-19
7 August 8, 2022
entity participating in the preparation of its response to this RFP. Pre-contractual expenses are
defined as expenses incurred by proposers and the selected consultant, if any, in:
▪ Preparing and submitting information in response to this RFP
▪ Negotiations with the City on any matter related to this procurement
▪ Costs associated with interviews, meetings, travel or presentations
▪ All other expenses incurred by a proposer/consultant prior to the date of award and a
formal notice to proceed.
The City reserves the right to amend, withdraw and cancel the RFP. The City reserves the
right to reject all responses to this request at any time prior to contract execution, or only award
a partial.
M. QUESTIONS REGARDING THIS RFP
Please direct any questions or concerns regarding this RFP to Michael Chung, Director of
Public Works via email: MChung@cityofrosemead.org by August 15, 2022 by 5:00 pm.
Answers to submitted questions will be posted on the Cities' website and Planetbids.
ATTACHMENTS:
Attachment A – City Agreement and Insurance Requirements
Attachment B – Distribution List
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.
Attachment B – Distribution List
CSG Consultants, Inc.
Attn: Kathleen M. Gallagher
550 Pilgrim Drive,
Foster City, CA 94404
Phone: (650) 483-9097
kathleeng@csgengr.com
HF&H Consultants
Attn: Kim Erwin
19200 Von Karman Avenue #360
Irvine, CA 92612
Phone: (949) 251-8628
kerwin@hfh-consultants.com
KJ Services Environmental Consulting
Attn: Kevin Sales
12025 Florence Ave., Suite 201,
Santa Fe Springs, CA 90670
info@kjservicesenviro.com
MSW Consultants
Attn: Dave Davis
41760 Ivy St., Suite 203
Murrieta, California 92562
Phone: (951) 694-4001
dave@msw-consultants.com
R3 Consulting
Attn: Peggy Paulsen
1512 Eureka Rd STE 220,
Roseville, CA 95661
Phone: (916) 782-7821
ppaulsen@r3cgi.com
SCS Engineers
Attn: Michelle Leonard
438 S. Marengo Ave.
Pasadena, CA 91101
Phone: (626) 322-3823
mleonard@scsengineers.com