Form_1_-_Engineering_Service_-_102618.docx

PROFESSIONAL SERVICES AGREEMENT NO. W

between

WEST BASIN MUNICIPAL WATER DISTRICT

and

[CONSULTANT]

for

[SERVICES]

This Professional Services Agreement (“Agreement”) is entered into by and between The West Basin Municipal Water District (“DISTRICT”) and _______ , (“CONSULTANT”). DISTRICT and CONSULTANT, which may be referred to individually as "PARTY" or collectively as “PARTIES", agree as follows:

SECTION 1 - PURPOSE

Under this Agreement, the CONSULTANT shall provide ____________

SECTION 2 - SCOPE OF SERVICES

The CONSULTANT shall, in good workmanlike and professional manner and at its own expense, furnish all of the technical, administrative, professional, and other labor, all supplies and materials, equipment, printing, vehicles, transportation, office space, and facilities necessary to perform and complete the work and provide the services as set forth in Exhibit "A" of this Agreement.

SECTION 3 - TERM

The term of this Agreement shall be for a period of _______ (days, weeks, months, years) commencing _________ (“Effective Date”) and concluding ______.

SECTION 4 - ACCEPTANCE

This Agreement constitutes the DISTRICT’S offer to the CONSULTANT. Unless the CONSULTANT notifies the DISTRICT, in writing to the contrary, the commencement of performance required by this offer shall be conclusive evidence of the CONSULTANT’S approval of, and consent to the terms and conditions of this Agreement.

SECTION 5 - TERMINATION

SECTION 6 – AGREEMENT ADMINISTRATION

The Project Manager is the DISTRICT’S designated representative responsible for the administration of this Agreement. The Project Manager for this Agreement is:

The duties of the DISTRICT'S designated representative may be delegated or reassigned at the discretion of the DISTRICT and without alteration to this Agreement.

SECTION 7 - CONSIDERATION

The DISTRICT shall compensate the CONSULTANT on a time-and-material basis at the rates and in the amounts shown in Exhibit "B". Total payments shall not exceed $ ________.

SECTION 9 - NOTICES

Notices required or permitted shall be given by personal delivery or by first class mail, postage prepaid.

Phone: (310) 217-2411

SECTION 10 - OWNERSHIP OF DATA, REPORTS, AND DOCUMENTS

The CONSULTANT shall deliver to the General Manager notes of surveys made, all reports of tests made, studies, reports, plans, a copy of electronic and digital files, and other materials and documents which shall be the property of the DISTRICT. The CONSULTANT is released from responsibility to third parties for the use by DISTRICT of data, reports, and documents on other projects. The CONSULTANT may retain copies of such documents for its own use. The DISTRICT may use or reuse the materials prepared by CONSULTANT without additional compensation to CONSULTANT.

SECTION 12 - FORCE MAJEURE

Any prevention, delay, nonperformance, or stoppage due to any of the following causes shall excuse nonperformance for a period equal to the duration of the force majeure event. The causes referred to above are strikes, walkouts, labor disputes, failure of power, irresistible superhuman cause, acts of public enemies of the State or United States, riots, insurrections, civil commotion, governmental restrictions or regulations or controls (except those reasonably foreseeable in connection with the uses contemplated by this Agreement), casualties not contemplated by insurance provisions of this agreement, or other causes beyond the reasonable control of the party obligated to perform.

SECTION 13 - INDEMNIFICATION

CONSULTANT agrees to indemnify, including the cost to defend, DISTRICT and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees or agents in the performance of services under this agreement, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the DISTRICT; and does not apply to any passive negligence of the DISTRICT unless caused at least in part by the CONSULTANT.

SECTION 14 - INSURANCE REQUIREMENTS

CONSULTANT 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 by the CONSULTANT, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

Commercial General Liability (CGL): Insurance Services Office 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/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

Business Automobile Liability: Insurance Services Office 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.

Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

Professional Liability (Errors and Omissions) Insurance appropriates to the CONSULTANT’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the DISTRICT requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the DISTRICT.

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

Additional Insured Status The DISTRICT, its officers, officials, employees, 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 the CONSULTANT including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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

Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the DISTRICT.

Waiver of Subrogation CONSULTANT hereby grants to DISTRICT a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the DISTRICT by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the DISTRICT has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions Self-insured retentions must be declared to and approved by the DISTRICT. The DISTRICT may require the CONSULTANT to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or DISTRICT.

Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the DISTRICT.

Claims Made Policies If any of the required policies provide coverage on a claims-made basis:

The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONSULTANT must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Verification of Coverage CONSULTANT shall furnish the DISTRICT with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to DISTRICT before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. The DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors CONSULTANT shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that DISTRICT is an additional insured on insurance required from subcontractors.

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

SECTION 15 – LIMITATION OF WAIVER

Except as may be expressly provided in a writing signed by the PARTIES, the failure or delay of either PARTY to insist in any instance on strict performance of any provision of this Agreement shall not be construed as a waiver of any such provision or the relinquishment of any rights under that provision in the future, but the same shall continue and remain in full force and effect.

SECTION 16 – RIGHT TO AUDIT

Following execution of this Agreement and continuing for a period of three years following the completion of performance, DISTRICT shall have the right to audit the CONSULTANT’S invoices and all supporting documentation generated in performance of this agreement.

SECTION 17 - ATTORNEYS’ FEES

If any action is instituted to enforce this Agreement, the prevailing party shall be reimbursed all reasonable attorneys’ fees, costs of collection, as well as any other costs and expenses incurred in connection with the enforcement effort.

SECTION 18 - ASSIGNMENT

CONSULTANT shall not assign, sell, or otherwise transfer any obligation or interest in this Agreement without the specific written consent of the DISTRICT.

SECTION 19 - INDEPENDENT CONTRACTOR

The PARTIES each acknowledge that they are separate entities, each of which has entered into this Agreement for independent business reasons. The relationships of the PARTIES hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, employer/employee, partnership, or any other relationship.

SECTION 20 - APPLICABLE LAW

This Agreement shall be construed in accordance with and governed by the laws of the State of California.

SECTION 21 - LABOR COMPLIANCE

CONSULTANT shall abide by all applicable laws and regulations.

SECTION 22 - SUBSTITUTION OF SUB-CONSULTANTS

There may be occasion, during the course of this engagement, to substitute or introduce a new sub-consultant in order to satisfy the requirements for a specific task request. Introduction of substitute or new sub-consultants will be allowed but is subject to the express written approval of the DISTRICT. Such approval shall not be unreasonably withheld.

SECTION 23 - TIME IS OF THE ESSENCE

Time is of the essence as to each and every provision of this Agreement.

SECTION 24 - INTEGRATION

This Agreement represents the entire understanding of the parties. No prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date of the latest signature below.

APPROVED:

West Basin Municipal Water District

By: __________________________________ Date _____________ Gregory Reed, General Manager

APPROVED AS TO FORM:

By: __________________________________ Date _____________ Aleshire & Wynder, LLP District Counsel

APPROVED:

CONSULTANT

By:__________________________________ Date _____________

Name & Title:________________________________ (please print)

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Agreement No. , Page 5 of 11 Form 1 - Engineering Design - 100418