Appendix_A_to_D.pdf

APPENDIX “B”

SAMPLE

CONTRACT

ATTACHMENT “A”

EQUAL EMPLOYMENT OPPORTUNITY

PRACTICES PROVISIONS

A. Contractor certifies and represents that, during the performance of this contract, the contractor and each subcontractor will adhere to equal employment opportunity practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age.

Contractor further certifies that it will not maintain segregated facilities.

B. Contractor agrees that it will, in all solicitations or advertisements for applicants for employment placed by or on behalf of the contractor, state that it is an “Equal Opportunity Employer”: or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.

C. Contractor agrees that it will, if requested to do so by the City, certify that it has not, in the performance of this contract, discriminated against applicants or employees because of their membership in a protected class.

D. Contractor agrees to provide the City, with access to, and, if requested to do so by City through its awarding authority or contract compliance officer, provide copies of all of its records pertaining or relating to its employment practices, to the extent such records are not confidential or privileged under state or federal law.

E. Contractor agrees to recruit vigorously and encourage small businesses and businesses owned by persons who are members of a protected class to bid on its subcontracts.

F. Contractor agrees to recruit Pasadena residents initially and to give them preferences, if all other factors are equal, for any new positions which result from the performance of this contract and which are performed within the City.

G. Nothing in this contract shall be construed in any manner so as to require or permit any act which is prohibited by law.

Master Labor & Materials Contract

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LABOR AND MATERIALS CONTRACT NO.

THIS CONTRACT is made between the CITY OF PASADENA ("City"), a municipal corporation, and _______________________, a California [or other state] corporation [or partnership or business or sole proprietorship or other business form] with headquarters at _____________________________________________

("Contractor").

The City and Contractor agree as follows:

1.0 Contractor shall furnish all necessary and incidental labor, material, equipment, transportation and services as described in, and strictly in accordance with, and subject to all terms and conditions set forth in Specifications No. _______ for

_______________________ (“Exhibit A”), and Contractor's “Bidder’s Proposal” to the

City dated_______________, 20__ (“Exhibit B”), both of which are attached hereto and incorporated by reference herein (the “Project”).

2.0 All work shall be done in a manner satisfactory to the [Title of Department Head] or Designee and shall be of workmanlike quality.

3.0 Contractor shall commence work upon the issuance [or receipt] of a

Notice to Proceed and shall perform work requested in writing by the [Title of Department Head] or Designee.

[Alternative provision: 3.0 Contractor shall commence work upon the City’s execution of this Contract [or within ____calendar days after the City’s execution of this Contract].

4.0 The term of the Contract shall be [_____ (__) years]/[____ working days] from the date of execution by the City, or until the amount in section 4.1 below has been expended, whichever occurs first. [This Contract may be extended for [number] additional __-year period(s) for an amount not to exceed $___________, as provided in Section ____ of Exhibit A, subject to approval by the City Manager.]

4.1 In consideration of satisfactory and timely performance of the work hereunder, the City shall pay Contractor no more than the base Contract amount of

_____________________________ ($ _________), in accordance with Section

_______ [Payments or Partial Payments] of Exhibit A, except as expressly provided in section 4.2 below.

4.2 Contractor’s total compensation, including change orders, shall not exceed $_______________, without prior authorization of the City Council.

5.0 Concurrently with the execution of this Contract, Contractor shall furnish bonds of a surety satisfactory to the City, as provided in the specifications and Notice

Inviting Bids. The cost of the bonds shall be paid by Contractor.

6.0 CHANGE ORDERS

6.1 [First alternative provisions] No payment for additional work caused by a change in scope of work or complexity of work, or for any other reason, shall be made unless and until such additional work and a price therefor have been previously authorized in writing and approved by City as a written change order. The change order shall set forth the specific changes of work and extension of time for preparation and adjustment of the fee to be paid by City to Contractor.

6.2 The __________________________ [Title of Department Head] shall have the authority to approve all change orders not to exceed the aggregate sum of $ _________________. Any change order in excess of this aggregate sum must be approved in advance by the City Council. No claim for said additional work shall be made unless specifically authorized in writing by City.

[Second alternative provision] There is no change order authority provided in this Contract.

7.0 GENERAL TERMS AND CONDITIONS.

7.1 INDEPENDENT CONTRACTOR.

7.1.1 It is understood that in the performance of the work herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the work hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

7.1.2 Contractor acknowledges that Contractor and any

subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers’ compensation insurance benefits.

7.1.3 Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public

Contract Code, or engage in the performance of the Project unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by

Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

7.1.4 This Project is subject to compliance monitoring and

enforcement by the Department of Industrial Relations.

7.1.5 Contractor must post job site notices prescribed by

regulation (See e.g. 8 Cal. Code Reg. Section 16451(d).

7.1.6 Contractors and Subcontractors must furnish electronic

certified payroll records directly to the California Labor Commissioner (aka Division of

Labor Standards Enforcement).

7.2 PREVAILING WAGE. Contractor shall comply with the state

prevailing wage law, California Labor Code Section 1720 et seq. and 8 CCR Section

16000 et seq., as necessary, for any “public work” (as that term is defined by statute) performed pursuant to this Contract. For purposes of compliance with prevailing wage law, Contractor shall comply with the provisions applicable to the contractor under 8

CCR Section 16000(b). Compliance with state prevailing wage law includes, without limitation, payment of at least prevailing rates as determined by the Director of Industrial

Relations, overtime, and working hour requirements, apprenticeship obligations, payroll record-keeping requirements, and other obligations required by law. Pursuant to

California Labor Code Section 1775, Contractor shall forfeit as a penalty to the City the sum of not more than Two Hundred Dollars ($200) as determined by the Labor

Commission, for each calendar day, or portion thereof, for each such worker paid less than the prevailing wage rates by Contractor or by any subcontractor in addition to penalties provided for in sections 1770-1782 of the California Labor Code.

7.3 PASADENA LIVING WAGE. Contractor shall not knowingly pay

less than the Living Wage as that term is defined in the Pasadena Living Wage

Ordinance, Pasadena Municipal Code, Chapter 4.11. If there is a difference between the State minimum wage rates and the Pasadena Living Wage, the Contractor and his subcontractors shall pay not less than the higher wage rate.

7.4 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.

7.5 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, computer drives, disks, compact discs, tapes, digital files, and printouts, studies, memoranda, computation sheets and other documents

(whether on paper or stored in any electronic/digital form) prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

7.6 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of work performed by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness.

7.7 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived.

7.8 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns.

7.9 NO ASSIGNMENT. Contractor shall not assign or transfer this

Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation.

7.10 COMPLIANCE WITH LAWS. Contractor shall comply with all

federal, State, County and City laws, ordinances, rules and regulations, as amended from time to time, which are incorporated herein and applicable to the performance hereof, including without limitation the Pasadena Living Wage Ordinance and as applicable, the following provisions of the California Labor Code:

7.10.1 The provisions of California Labor Code Section 1720 et seq. which requires that the State prevailing wage rate shall be paid to employees where that rate exceeds the federal wage rate;

7.10.2 The provisions of California Labor Code Section 1777.5 which requires the employment of apprentices on all public works projects and the payment of training contributions to the proper agency;

7.10.3 The provisions of California Labor Code Section 3700 which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and will comply with such provisions before commencing the performance of the work of this contract;

7.10.4 The provisions of California Labor Code Section 1861, which require each contractor to whom a public works contract is awarded to sign and file with the awarding body the following certification prior to performing the work of the contract: "I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."

7.10.5 City and Contractor stipulate and agree that, as provided by

California Labor Code Sections1810-1814, the maximum hours a worker is to be employed is limited to eight hours a day and 40 hours a week and the contractor and/or subcontractor shall forfeit, as a penalty, $25 for each worker employed in the execution of this Agreement, or on any contract or subcontract in performance of this Agreement, for each calendar day during which a worker is required or permitted to labor more than eight hours in any calendar day or more than 40 hours in any calendar week.

7.10.6 City and Contractor further stipulate and agree that the provisions of California Labor Code Section 1815, notwithstanding the provisions of sections1810-1814 inclusive, and not withstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1-1/2 times the basic rate.

7.10.7 Pursuant to California Labor Code Section 1812, every

contractor and subcontractor shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by him or her in connection with the public work. The record shall be kept open at all reasonable hours to the inspection of the awarding body and to the Division of Labor Standards Enforcement.

7.10.8 Pursuant to California Labor Code Section 1735, Contractor shall not discriminate in the employment of persons upon public works on any basis listed in subdivision (a) of section 12940 of the California Government Code, as those bases are defined in California Government Code Sections 12926 and 12926.1, except as otherwise provided in California Government Code Section 12940. Every contractor for public works who violates this section is subject to all penalties imposed for a violation of Prevailing Wage Law.

8.0 INTERPRETATION.

8.1 APPLICABLE LAW. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California.

8.2 ENTIRE AGREEMENT. This Contract, including any Exhibits

attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral).

8.3 WRITTEN AMENDMENT. This Contract may only be changed by

written amendment signed by Contractor and the City Manager or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect.

8.4 SEVERABILITY. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract.

8.5 ORDER OF PRECEDENCE. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Specifications shall control over the Contractor's Bidder’s Proposal.

8.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into in the City of Pasadena and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum.

8.7 DUPLICATE ORIGINALS. There shall be two (2) fully signed

copies of this Contract, each of which shall be deemed an original in the performance.

Unless prohibited by law, this Contract may be executed by digital signature, provided such digital signature complies with California Government Code Section 16.5.

8.8 TIME OF ESSENCE. Time is strictly of the essence in the

performance of this Contract and each and every covenant, term and provision hereof.

8.9 AUTHORITY OF CONTRACTOR. The Contractor hereby

represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and that its execution of this Contract has been duly authorized.

8.10 ARBITRATION OF DISPUTES. Any dispute for under $25,000

arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los

Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the

City and reserves the right to conduct full discovery.

8.11 INDEMNITY.

8.11.1 Contractor agrees to indemnify, hold harmless and defend at its own expense (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members, agents and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses

(including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of:

A. any activity on or use of City's premises or facilities or any performance under this Contract; or

B. any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract.

8.11.2 This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). The sole negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor's subcontractors are excluded from this indemnity agreement.

8.12 RELEASE. Contractor agrees to release and covenants not to sue the City, its City Council and each member thereof, and its officers, employees, commission members and representatives for any damage or injury (including death) to itself, its officers, employees, agents and independent contractors damaged or claiming to be damaged from any performance under this Contract.

8.13 INSURANCE.

8.13.1 Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth in Exhibit __. The policies shall state that they afford primary coverage.

8.13.2 Prior to commencement of performance, Contractor shall furnish City with the required proof of coverage for each policy, in accordance with

Exhibit __.

8.13.3 Failure to maintain insurance as required at all times shall constitute a material breach of the Contract. City, at its sole option, may terminate this

Contract at any time and obtain damages from Contractor resulting from said breach.

Alternatively, City may, but has no obligation to, purchase coverage and, without further notice to Contractor, deduct from sums due to Contractor any premium costs advanced by City for such insurance.

8.14 NOTICES. Any notice or demand to be given by one party to the other shall be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Pasadena or any other

City department is not adequate notice.

If to the City: ____________________________________ (Name and Title) _________________________(Department) City of Pasadena 100 North Garfield Avenue, Rm. _________ Pasadena, CA 91101

[With a Copy to:] ___________________________________

(Name and Title) (Department) (Street Address) (City, State and zip code)

If to the Contractor: ___________________________________ (Name and Title) (Company Name) (Street Address) (City, State and zip code)

Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

8.15 TERMINATION.

8.15.1 WITHOUT CAUSE (For Convenience). City may terminate

this Contract in whole or in part at any time, for any cause or without cause, upon fifteen

(15) calendar days' written notice to Contractor. City shall pay Contractor a prorated amount based on the work satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.

8.15.2 WITH CAUSE (Default). In the event either party materially defaults on its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination as set forth in the notice, which date shall be no sooner than ten (10) days after the date of the notice.

Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for work satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for work not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance.

8.16 ASSIGNMENT OF ANTITRUST CAUSES OF ACTION. Contractor

hereby agrees to assign to the City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. Sec 15) or under the

Cartwright Act Chapter 2 (Commencing with section 16700) or part 2 of Division 7 of the

Business and Professions Code, or any similar or successor provisions of Federal or

State law, arising from purchases of goods, services or materials pursuant to this

Contract or the subcontract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgement by the parties.

9.0 ADDITIONAL ASSURANCES BY PASADENA CONTRACTORS.

9.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor

agrees to comply with Chapter 4.08.035 of the City's Competitive Bidding and

Purchasing Ordinance of the Pasadena Municipal Code, the rules and regulations promulgated thereunder, the California Fair Employment and Housing Act (Government

Code Section 12900 et seq.) and to this end:

9.1.1 Contractor certifies and represents that, during the

performance of this Contract, the contractor and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, marital status, or any other bases enumerated in California law.

Contractor further certifies that it will not maintain any segregated facilities.

9.1.2 Contractor shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of this contract, state that it is an

"equal opportunity employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, disability, sex, age, medical condition, marital status, or any other basis enumerated in

California law.

9.1.3 Contractor shall, if requested to so do by the City, certify that it has not, in the performance of this contract, discriminated against applicants or employees because of their race, religious creed, color, national origin, ancestry, disability, sex, age, medical condition, marital status, or any other basis enumerated in

California law.

9.1.4 If requested to do so by the City, contractor shall provide the

City with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

9.1.5 Contractor agrees to recruit Pasadena residents initially and to give them preference, if all other factors are equal, for any new positions which result from the performance of this contract and which are performed within the City.

9.1.6 Nothing contained in this contract shall be construed in any manner so as to require or permit any act which is prohibited by law.

9.1.7 Contractor shall include the provisions set forth in paragraphs numbered 8.1.1 through 8.1.6 of this section, inclusive, in each of its subcontracts.

9.2 FEDERALLY REQUIRED PROVISIONS

9.2.1 If applicable, Contractor agrees to comply with all of the requirements set forth in Exhibit __ to this contract (“Exhibit 12-G Required Federal-Aid

Contract Language,” including but not limited to form FHWA-1273), which is attached hereto and incorporated by this reference as though fully set forth herein. Contractor agrees to insert the substance of the provisions of this clause in all subcontracts issued pursuant to this contract.

9.2.2 If applicable, Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended (42

U.S.C. section 7401 et seq.) and the Federal Water Pollution Control Act, as amended

(33 U.S.C section 1251 et seq.).

9.2.3 Contractor agrees to report each violation of the applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended (42

U.S.C. section 7401 et seq.) and the Federal Water Pollution Control Act, as amended

(33 U.S.C section 1251 et seq.) to City and understands and agrees that City will, in turn, report each violation as required to assure notification to the Federal Emergency

Management Agency (“FEMA”) and the appropriate Regional Office of the

Environmental Protection Agency.

9.2.4 Contractor agrees to include the provisions set forth in sections 9.2.2 and 9.2.3 in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

9.3 PASADENA BUSINESS LICENSE. Contractor shall obtain, and

pay any and all costs associated therewith, any Pasadena business license which may be required by the Pasadena Municipal Code.

9.4 MAINTENANCE AND INSPECTION OF RECORDS. The City, or

its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract. The Contractor shall maintain all such records in the City of Pasadena. If not, the Contractor shall, upon request, promptly deliver the records to the City of Pasadena or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Pasadena, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead.

9.5 CONFLICT. Contractor hereby represents, warrants and certifies that no member, officer or employee of the Contractor is a director, officer or employee of the City of Pasadena, or a member of any of its boards, commissions or committees, except to the extent permitted by law.

10.0 TAXPAYER PROTECTION AMENDMENT. Under the provisions of the

City of Pasadena Taxpayer Protection Amendment of 2000 ("Taxpayer Protection Act"), the Contractor/Organization will be considered a "recipient of a public benefit." The full provisions of the Taxpayer Protection Act are set forth in Pasadena City Charter, Article

XVII. Under the Taxpayer Protection Act, City public officials who approve this

Contract/transaction are prohibited from receiving specified gifts, campaign contributions or employment from Contractor/Organization for a specified time. As well, if this Contract is to be approved by the City Council, Councilmembers or candidates for

Council are prohibited from receiving campaign contributions during the time this

Contract is being negotiated. This prohibition extends to individuals and entities that are specified and identified in the Taxpayer Protection Act and includes

Contractor/Organization and its trustees, directors, partners, corporate officers and those with more than a 10% equity, participation, or revenue interest in

Contractor/Organization. Contractor/Organization understands and agrees that: (A)

Contractor/Organization is aware of the Taxpayer Protection Act; (B)

Contractor/Organization will complete and return the forms provided by the City in order to identify all of the recipients of a public benefit specified in the Taxpayer Protection

Act; and (C) Contractor/Organization will not make any prohibited gift, campaign

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Rev. 12-29-21 contribution or offer of employment to any public official who negotiated and/or approved this Contract/transaction.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representatives as of the date set forth below.

DATED: CITY OF PASADENA

By: _____________________________ Cynthia Kurtz Interim City ManagerATTEST:

Mark Jomsky, CMC City Clerk

DATED: ___________________________

[COMPANY NAME]

By: _____________________________ [Name]

[Title]

APPROVED AS TO FORM:

Attorney Name

[Assistant or Deputy City Attorney]

REVIEWED:

Erika Estrada Purchasing Administrator hcorder Cross-Out

APPENDIX “C”

SAMPLE

CONSTRUCTION &

DEBRIS WASTE

MANAGEMENT

PLAN APPLICATION

FORM

Frequently Asked Questions What is the purpose of the C&D Waste Management through Pasadena Waste Tracking System with Green Halo website? The C&D Management through the Green Halo website helps you plan the recycling activities of your construction. It includes a list of authorized haulers, recycling facilities, donation facilities, and a table to calculate weights. Please see Green Halo brochures for details on account setup and information upload.

Where can I start the C&D Waste Management Plan application online? To complete an online C&D Waste Management Application, log on to the Green Halo website. This website will allow you to plan the recycling of the building phase of the project and allow the C&D specialists to help you with the next steps to continue with other requirements. A case will be created to monitor the C&D recycling activities of your project. Once your building permit application is submitted, you will receive separate email notifications directly from Green Halo to activate your account (there is no need to create your account).

Do we still need to fill out the C&D Waste Management plan application even if we did not do any demolition?

Yes. Even if your project does not include a demolition phase, all projects will generate some C&D debris. To complete an online C&D Waste Management Application, log on to the Green Halo website. This website will allow you to plan the recycling of the building phase of the project and allow the C&D specialists to help you with the next steps to continue with other requirements.

How do I get my deposit back? The Performance Security Deposit is refunded once a C&D Waste Management Compliance Report confirming that at least 75% of the debris generated was recycled or reused is received and approved by staff. You need to complete and submit all recycling tickets onto the Green Halo website.

canddrecycling@cityofpasadena.net

(626) 744-7175

Guide to Pasadena’s Construction & Demolition (C&D) Waste Management

Universal Waste Recycling is Required

Universal waste must be properly managed for all commercial construction projects and tenant improvements over 1,000 square feet per CALGreen Section 301.3. Universal waste includes items such as mercury thermostats, batteries, CFL bulbs, fluorescent tubes and ballasts.

Proper disposal of universal waste must be documented and submitted to the City through the Green Halo webs

SW0007 4/2022

Implemented through

Green Halo Systems April 2022

Did you know?

Pasadena has partnered with Green Halo Systems canddrecycling@cityofpasadena.net

(626) 744-7175

Green Halo allows contractors, recyclers, and other entities to comply with local, state and federal recycling guidelines with incredible accuracy and efficiency. Green Halo also enables contractors, recyclers, cities and county authorities to interact and communicate seamlessly through-out the progression of a construction project.

User-friendly and intuitive, the system provides valuable tools for maintaining a sustainable construction waste management plan while yielding real time, and historical data, charts, graphs and reports.

greenhalosystems.com gcastellanos Highlight gcastellanos Highlight gcastellanos Highlight

What are the haulers’ requirements?

The City of Pasadena requires haulers to have a franchise hauling agreement with the City.

The Waste Management plan on Green Halo includes a list of authorized haulers.

Where do I recycle the C&D debris from my project?

The City of Pasadena Municipal Code requires that at least 75% of waste generated from both construction and demolition projects be diverted from the landfill.

To see an updated list of mixed C&D debris recycling facilities with a 75% diversion rate, refer to the list of certified facilities in Green Halo.

Construction and Demolition (C&D) waste represents a significant part of the solid waste stream. The majority of C&D material can be reused or recycled, conserving natural resources and saving valuable landfill space.

To recover recyclable C&D material as mandated by the state of California, the City adopted the Construction and Demolition Waste Management Ordinance (Chapter 8.62 of PMC). The ordinance requires that certain demolition and/or construction projects divert at least 75% of waste either through recycling, salvage or deconstruction.

When a permit is requested for a covered project that will generate C&D material, the project will be required to submit a C&D Waste Management Plan and Compliance Report confirming to meet the 75% diversion requirement.

What is classified as C&D material?

C&D debris is classified as any material that is generated from a construction and/or demolition project. This includes, but is not limited to:

concrete, wood, metal, etc.

Green Halo System-Contractor’s User Guide for Plan Submittal:

Why is there a recycling ordinance?

What types of projects require C&D recycling?

• Tenant improvements of 1,000 sq. ft. or more

• New structures of 120 sq. ft. or more

• Demolition All

• Residential additions All

• Residential Remodels All

• All City Public Works and construction projects which are awarded by competitive bid procedures established by Ch. 4.08 of the PMC

1. After receiving a Registration Confirmation email from Green Halo, activate and fill out the Project Information in the Green Halo system.

2. Provide the estimated quantities of materials that will be recycled, reused, and/or disposed.

3. Select your Hauling Method of how you will be removing your debris.

4. Identify and select one or more facilities that you intend to use from the Authorized Facilities List.

5. Select “Submit the Project for Approval” in Green Halo. The approval is required prior to permit issuance.

6. During project duration, continue to upload weight tickets directly to Green Halo.

7. At the end of the project when you have uploaded all tickets, select “Submit For Final” in Green Halo, for review and approval of the Compliance Report.

This approval is required before the final building inspection and Certificate of Occupancy.

8. Upon approval of Compliance Report, compliant projects are eligible for full refund of C&D Deposits. Non-compliant projects will have

14 days to submit additional documents for review or risk forfeiture of C&D Deposits.

mailto:recycle@cityofpasadena.net

EXHIBIT C

Insurance Requirements

Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by Contractor, its agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00

01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The policy shall include broad form contractual liability coverage and shall not contain an Explosion, Collapse, or Underground Hazard (X,C,U) exclusion.

2. Automobile Liability: ISO Form Number CA 0001 covering, Code 1 (any auto), or if

Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with

Statutory Limits, and Employer’s Liability Insurance with a limit of no less than

$1,000,000 per accident for bodily injury or disease.

4. Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special

Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

Contractor should check with Contractor’s insurance advisors to verify compliance and determine if additional coverage or limits may be needed to adequately insure Contractor’s obligations under this agreement. These are the minimum required and do not in any way represent or imply that such coverage is sufficient to adequately cover Contractor’s liability under this agreement. These insurance requirements shall not in any way relieve Contractor of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this agreement or law. These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than those required. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage required, which are applicable to any given loss, shall be available to City.

The insurance to be provided by Contractor under this agreement shall not include any endorsement limiting coverage available to City that is otherwise required herein; and any policy or endorsement language that (i) negates coverage to City for City’s own negligence; (ii) limits the duty to defend City under the policy; (iii) provides coverage to City only if Contractor is negligent, or (iv) permits the recovery of defense costs from any additional insured. The insurance provided under this agreement shall not contain any restrictions or limitations which are inconsistent with City’s rights under this agreement.

Self-Insured Retentions

Self-insured retentions must be declared to and approved by City. At the option of the City, either:

Contractor shall cause the insurer to reduce or eliminate such self- insured retentions as respects

City, its City Council, its officers, officials, employees, agents, and volunteers; or Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Other Insurance Provisions

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status

The City of Pasadena, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of Contractor.. General liability additional insured coverage shall be provided in the form of an endorsement to Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85 (ongoing operations) and CG 20 37 (completed operations).

Severability of Interests (Cross-Liability).

A severability of interest provision must apply for all the additional insureds, ensuring that

Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

Primary Coverage

For any claims related to this contract, Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its City Council, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall be excess of Contractor’s insurance and shall not contribute with it.

Notice of Cancellation/Change in Coverage

Each insurance policy required above shall state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits, non-renewed, or materially changed except after thirty (30) days’ prior written notice has been given to City, except that ten (10) days’ prior written notice shall apply in the event of cancellation for non-payment of premium. Prior written notice shall be sent to City pursuant to the Notice provisions of this agreement.

Builder’s Risk (Course of Construction) Insurance

Contractor may submit evidence of Builder’s Risk insurance in the form of Course of

Construction coverage. Such coverage shall name City as a loss payee as their interest may appear.

If the project does not involve new or major reconstruction, at the option of City, an Installation

Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation

Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at City’s site.

Acceptability of Insurers

Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A:VII.

Waiver of Subrogation

Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’

Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents, and subcontractors.

Certificate Holder

Certificate Holder on each insurance certificate shall be addressed pursuant to the Notice provisions of this agreement.

Verification of Coverage

Contractor shall furnish City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause before work begins.

A statement on an insurance certificate will not be accepted in lieu of the actual endorsements required herein. Each insurance certificate shall include project description, Request for

Proposal number, and contract/purchase order number when issued. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors

Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Failure to Maintain Insurance Coverage

If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this contract and obtain damages from Contractor resulting from said breach.

Alternatively, City may purchase such coverage (but has no special obligation to do so), and without further notice to Contractor, the City may deduct from sums due to Contractor any premium costs advanced by City for such insurance.

Special Risks or Circumstances

City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.