1800 E. Wardlow Road, Long Beach, CA 90807

562.570.2300 | LBUtilities.org

December 29, 2023

Subject: Request for Proposal (RFP) to Provide On-Call Survey Engineering Support Services – 2024

The Long Beach Utilities Department (LBUD) is interested in establishing agreements with enginering firms for on-call surveying engineering support services to assist in the Department’s capital improvement programs and projects. These services are necessary to address potable water, recycled water, and sewer projects on an as-needed, time and material basis. LBUD anticipates awarding up to three (3) contracts for three (3) years for an aggregate amount of $750,000.

The Consultant must have the ability to respond to inquiries and mobilize competent personnel within twenty-four hours of notification. The engineering services requested will pertain to natural gas, potable water, recycled water and sewer system facilities. The selected consultant must be able to provide specializations including but not limited to:

• Control surveys to establish a network of horizontal and vertical points that serve as a reference for other surveys;

• Topographic surveys to determine the locations of natural and artificial features and elevations for mapping;

• Boundary surveys to establish and/or re-establish property lines and corners, which may include replacing destroyed monuments during construction and recording;

• Right-of-way surveys to establish property ownership, lines and corners for the writing of a Legal Description for an easement or fee take;

• Route surveys to infor planning, design, and construction of roads, pipelines, and other linear projects;

• Construction surveys to provide line, grade and control elevations, horizontal positions, dimensions, and configurations for construction operations;

• As-built surveys to document the exact final location and layout of engineering works, and record any design changes that may have been incorporated into the construciton;

• GPS satellite surveys to determine the ground locations and state plane coordinates from measurements made to satellites using GPS receivers;

2 | P a g e

• Preparation of legal descriptions and easement documents;

• Potholing to expose underground utilities and identify horizontal and vertical locations; and

• Assist LBUD in utility location and markings.

At a minimum, the selected consultant(s) will provide:

• Qualified survey personnel, survey instruments, and materials as needed for the proper performance of the surveys required.

• Surveys and layouts of site or work as needed.

• Maintain complete and accurate survey notes and records of all survey work performed and provide to the LBWD upon request.

• All survey engineering services from the consultant will be performed by, or under the direct supervision of a California licensed land surveyor.

• Two or three party crew as needed. Two and three party crews will provide all equipment and support services.

• Provide one person to supplement LBUD's staff as needed. LBUD will provide equipment necessary unless requested otherwise.

All work shall be prepared for conformance with the Standard Specifications for Public Works Construction (latest edition), LBUD standards and specification, all applicable American Water Works Assocation (AWWA) standards, City of Long Beach standards, and applicable permits and jurisdictional requirements. Additionally, Consultant shall adhere to the Deparment’s Project Labor Aggrement (PLA) when required.

The following exhibits have been included in this RFP:

Exhibit “A”: Letter Proposal Requirements Exhibit “B”: Additional Information Exhibit “C”: Sample Agreement Exhibit “D”: Fee Schedule Exhibit “E”: Project Labor Agreement

Proposal must be posted to Long Beach Buys no later than 3:00 P.M. on Thursday, February 8, 2024. The submittal must be clearly marked “Proposal for On-Call Surveying Engineering Support Services – 2024”.

If you have any questions in regards to Long Beach Buys, please visit City of Long Beach Department of Financial Management Purchasing Division for additional information (http://www.longbeach.gov/finance/business-info/purchasing-division/). Technical support for Long Beach Buys is available by phone at (562) 570-6200 during normal business hours (8am – 6pm PT Monday through Friday).

http://www.longbeach.gov/finance/business-info/purchasing-division/

3 | P a g e

The LBUD reserves the right to reject any or all proposals. The LBUD will select the Consultant, which appears most likely to provide the services under the conditions that would be in the best interest of the LBUD.

Please contact Mr. Fernando Eggleston at (562) 570-2339 or Fernando.Eggleston@lbwater.org if you have any questions.

Sincerely, Heather Rhee, P.E.

Manager of Engineering – Project Planning and Delivery

Enclosures: Exhibits A, B, C, D and E cc: Fernando Eggleston, Capital Project Coordinator III mailto:Fernando.Eggleston@lbwater.org

A-1

REQUEST FOR PROPOSALS (RFP)

ON-CALL SURVEY ENGINEERING SUPPORT SERVICES – 2024

EXHIBIT “A”

LETTER PROPOSAL REQUIREMENTS

I. LETTER PROPOSAL REQUIREMENTS

Although no specific format is required by LBUD, this section is intended to provide guidelines to the Consultant regarding features, which LBUD will look for and expect to be included in the proposal.

1. Content & Format

Organize and present Letter Proposal in a neat and logical format, relevant to these services. Consultant’s proposals shall be clear, accurate, and comprehensive.

Excessive or irrelevant material will not be favorably received.

Proposals shall use a 10-point minimum font size, (maximum of 30 pages) including transmittal/offer letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. The purpose of these restrictions is to minimize the costs of proposal preparation and to ensure that the response to the RFP is fully relevant to the project. Submit a separate Fee Proposal to contain only enough pages to clearly respond to the information that is requested in the RFP.

The letter proposal should include the following:

a) Team Organization including an organization diagram.

b) Description of specific work tasks and activities, and concepts for conducting the work.

c) Descriptions of similar projects by the project manager and key staff to be used on this assignment.

d) Brief resumes of key staff listing CA PE number and showing a design year for each project (one page per resume).

e) Statement concerning availability of personnel to perform services and ability to comply with the response time requirements.

f) Cost and billing schedule of current hourly billing rates for each of the specialized engineers and of each support service.

2. Statement of Qualifications

Describe the qualifications of the firm, key staff and subconsultants that will perform on the project. The consultant and subconsultant qualifications shall be based on projects (less than 10) within the past 5 years that exhibit the listed in this RFP. The consultant and subconsultants shall demonstrate competence to perform the request

A-2 services, with key staff responsible for performing the services listed in this RFP.

Information shall include:

a) Names of key staff that participated on named projects and their specific responsibilities.

b) The client’s name, contact person, addresses, and telephone numbers.

c) A brief description of type and extent of services provided.

d) Completion dates (estimated, if not yet completed).

e) Total costs of the projects.

3. Project Team

The purpose of this section is to describe the organization of the project team including subconsultants and key staff. A project manager shall be named who shall be the prime contact and be responsible for coordinating all activities with LBUD. An organization diagram shall be submitted showing all key team members and illustrating the relationship between LBUD, the project manager, key staff, and subconsultants.

There should also be included in the section brief resumes of key personnel who will provide these services demonstrating their qualifications and experience. Resumes should highlight education, experience, licenses, and relevant experience. Resumes for subconsultants shall include the Consultant’s experience working with each subconsultant.

4. Fee Proposal

The Consultant shall submit a fee proposal as a separate file. Refer to Exhibit “D” for format of fee schedule. In preparing the fee proposal for this project, the Consultant shall take into consideration the following:

a. Compensation for services provided shall be an hourly rate plus reimbursable with an upper limit.

b. The Consultant’s standard billing rates for all classifications of staff likely to be involved in the project shall be included with the fee proposal along with the costs for any non-labor expenses and subconsultants.

c. Miscellaneous expenses should include only those expenses that are normally not covered by the Consultant’s overhead rates.

Allowable Fees:

• Copying & postage

• Certain mileage & travel expenses

• Items requested by LBUD

• Outside services

A-3

Nonallowable Fees:

• Computer charges

• Cost of telephone or facsimile equipment

• Health & Safety programs

• Administration charges

• Markups on non-labor expenses and sub-consultants

d. The Consultant shall not exceed the upper limit without prior approval from

LBUD.

4. Statement of Offer & Signature

The Proposal shall be signed by an individual authorized to bind the Consultant and shall contain a statement that the proposal is a firm offer for a 90-day period.

B-1

REQUEST FOR PROPOSALS (RFQ)

EXHIBIT "B"

ADDITIONAL INFORMATION

I. GENERAL REQUIREMENTS

1. Insurance Requirements

The Consultant shall furnish with the proposal proof of the following minimum insurance coverage as shown in the attached sample Agreement (Exhibit “C”).

These minimum levels of coverage are required to be maintained for the duration of the project.

2. Standard Form of Agreement

The Consultant will enter into an agreement with LBUD based upon the contents of the RFP and the Consultant’s proposal. LBUD’s Agreement is included as Exhibit “C”.

The Consultant shall carefully review the Agreement, especially in regard to the indemnity and insurance provisions, and include with the proposal a description of any exceptions or changes requested to the standard contract. If there are no exceptions, a statement to that effect shall be included in the proposal. There is no guarantee that the exceptions or changes requested would be accepted. The Consultant shall be prepared to state their position on the exceptions or changes to the agreement or all requests will be denied.

3. Disclaimer

This RFP does not commit LBUD to award a contract, or to pay any costs incurred in the preparation of the proposal. The LBUD reserves the right to extend the due date for the proposal, to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Consultant, or to cancel this RFP in part or in its entirety. LBUD may require the selected Consultant to participate in negotiations and to submit such technical, fee, or other revisions of their proposals as may result from negotiations.

4. Late Proposals

It is Consultant's sole responsibility to ensure that its proposal is received by LBUD prior to the scheduled closing time for receipt of proposals. Proposals received after the closing time specified in the RFP will not be considered and will be returned.

B-2

5. Withdrawal of Proposals

Proposals may be withdrawn if written notification of withdrawal of the proposal is signed by an authorized representative of the vendor and received by LBUD prior to the closing time for receipt of proposals. Proposals cannot be withdrawn after the time designated for receipt.

6. Assigned Representatives

The LBUD will assign a responsible representative to administer the contract, and to assist the Consultant in obtaining information. The Consultant also shall assign a responsible representative (project manager) who shall be identified in the proposal. The Consultant’s representative will remain in responsible charge of the Consultant’s duties from the notice-to-proceed through project completion. Any substitution of representatives or sub-consultants identified in the proposal shall first be approved in writing by the LBUD’s representative. LBUD reserves the right to review and approve/disapprove all key staff and subconsultant substitutions or removals and may consider such changes which are not approved to be a breach of contract.

7. Site Inspection

Consultant is urged to make site visits and examinations so as to become thoroughly familiar with the conditions affecting their evaluation process. Failure to make such additional investigations will not be the grounds for additional claims or for extension of time under the contract and will not relieve the Consultant of responsibility for meeting all requirements of the RFP.

II. CONSULTANT EVALUATION & SELECTION PROCESS

1. RFP shall be consistently evaluated based upon the following criteria:

a. Demonstrated competence;

b. Experience in performance of comparable engagements;

c. Expertise and availability of key personnel;

d. Conformance with the terms of this RFP; and

e. Reasonableness of cost

2. RFP shall be kept confidential until a contract is awarded.

3. The LBUD may also contact the references provided in the RFP, contact any

Consultant to clarify any response; contact any current users of Consultant’s services; solicit information from any available source concerning any aspect of a proposal; and seek and review any other information deemed pertinent to the evaluation process. The LBUD shall not be obligated to accept the lowest priced RFP but shall make an award in the best interest of the LBUD.

B-3

4. The LBUD reserves the right to request clarification of any proposal term from prospective Consultants.

5. The LBUD may conduct formal interviews with a shortlist of Consultants who are considered to be best qualified to perform the contract work.

6. Any contract resulting from this RFP shall not be effective unless and until approved by the LBUD, as applicable.

7. Selected Consultant(s) will be notified in writing. The LBUD will negotiate with the person or entity whose RFP best meets the needs of the LBUD. These negotiations will address a fair and reasonable price for services to be provided and the terms of any contract to be awarded as a result of this RFP. If the LBUD is unable to obtain a fair and reasonable price or cannot reach agreement regarding the terms of a contract, then the LBUD will end negotiations with that person/entity and will begin negotiations with the next person or entity who best meets the needs of the LBUD, and so on until the LBUD reaches agreement with sufficient Consultants to meet its on-call professional engineering needs or withdraws the RFP.

8. Any award is contingent upon the successful negotiation of final contract terms.

Negotiations shall be confidential and not subject to disclosure to competing Consultants unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the LBUD reserves the right to negotiate a contract with another Consultant or withdraw the RFP.

III. EQUAL EMPLOYMENT OPPORTUNITY

LBUD is an equal opportunity employer and requires the Consultant to comply with policies and regulations concerning equal employment opportunity.

IV. CONTRACT TERMS AND CONDITIONS

a) The awarded Contractor will be the sole point of contract responsibility. The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all subcontractors.

b) The awarded Contractor must maintain, for the duration of its contract, insurance coverages as required by the City. Work on the contract shall not begin until after the awarded Contractor has submitted acceptable evidence of the required insurance coverages.

c) The Long Beach Municipal Code (LBMC) requires all businesses operating in the City of Long Beach to pay a business license tax. In some cases, the City may require a regulatory permit and/or evidence of a State or Federal license.

B-4

Prior to issuing a business license, certain business types will require the business license application and/or business location to be reviewed by the Development Services, Fire, Health, and/or Police Departments. Additional information is available at www.longbeach.gov/finance/business_license.

d) All work performed in connection with construction shall be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies (including, without limitation, all applicable federal and state labor standards, including the prevailing wage provisions of sections 1770 et seq. of the California Labor Code), and (b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction.

e) PUBLIC WORKS OF IMPROVEMENT ONLY: Contractor agrees that all public work (as defined in California Labor Code section 1720) performed pursuant to this Agreement (the “Public Work”), if any, shall comply with the requirements of California Labor Code sections 1770 et seq. City makes no representation or statement that the project or any portion thereof, is or is not a “public work” as defined in California Labor Code section 1720.

f) In all bid specifications, contracts and subcontracts for any such Public Work, Contractor shall obtain the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification or type of worker needed to perform the Public Work, and shall include such rates in the bid specifications, contract or subcontract. Such bid specifications, contract or subcontract must contain the following provision:

“It shall be mandatory for the contractor to pay not less than the said prevailing rate of wages to all workers employed by the contractor in the execution of this contract.

g) DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) COMPLIANCE: For Public Works Contracts, no contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors are further cautioned that certified payrolls shall be submitted electronically directly to the Department of Industrial Relations.

h) For Public Works Contract as applicable, each contractor and every subcontractor and supplier shall be required to submit certified payrolls and labor compliance documentation electronically at the discretion of and the http://www.longbeach.gov/finance/business_license

B-5 manner specified by the City of Long Beach. Electronic submittal will be a web-based system, accessed on the World Wide Web by a web browser. Each contractor and subcontractor will be given a Log On identification and password to access the City of Long Beach reporting system. The foregoing is in addition to, and not in lieu of, any other requirements or obligations established and imposed by any department of the City with regard to submission and retention of certified payroll records for Contractor and subcontractors.

REQUEST FOR PROPOSAL (RFP)

EXHIBIT "C"

CONSULTANT AGREEMENT

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N E

Y

D A

W N

M C

IN

T

O S

H , C ity A tto rn ey

W es t O ce an B ou le va rd

, 9 th

F lo or

Lo ng

B ea ch

C A

A G R E E M E N T

UT-

THIS AGREEMENT is made and entered, in duplicate, as of _________, 20__ for reference purposes only, pursuant to an order of the Board of Public Utilities

Commissioners of the City of Long Beach adopted at its meeting on _________, 20__, by and between __________________________________, a [insert state]

________________________ [corporation, partnership, dba, limited liability company], with a place of business at ________________________________________________

(“Consultant”), and the BOARD OF PUBLIC UTILITIES COMMISSIONERS OF THE CITY

OF LONG BEACH (“Board”) for and on its own behalf and on behalf of the City.

WHEREAS, the Board requires specialized services requiring unique skills to be performed in connection with _________________________________________

(“Project”); and

WHEREAS, the Board has ascertained that Consultant and its employees are qualified, licensed, if so required, and experienced in performing these specialized services; and

WHEREAS, the Board desires to have Consultant perform these specialized services, and Consultant is willing and able to do so on the terms and conditions in this

Agreement;

NOW, THEREFORE, in consideration of the mutual terms covenants, and conditions in this Agreement, the parties agree as follows:

1. SCOPE OF WORK OR SERVICES.

A. Consultant shall furnish specialized services more particularly described in Exhibit “A”, attached to this Agreement and incorporated by this reference, in accordance with the standards of the profession, and the Board shall pay for these services in the manner described below, not to exceed

________________ Dollars ($____________), and at the rates or charges

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A described in Exhibit “B”, attached to this Agreement and incorporated by this reference. The Board will pay no more per task, or grouping of tasks, than the amount associated with that task or grouping of tasks identified on Exhibit “A”. If

Consultant anticipates that Consultant will exceed any amount associated with a task or grouping of tasks on Exhibit “A”, then Consultant shall immediately give notice to the General Manager. Consultant’s failure to notify the General Manager shall be deemed a waiver of all of Consultant’s claims for additional compensation relating to that task or grouping of tasks. After receipt of this notice, the General

Manager will notify Consultant whether or not to proceed after authorization from the Board to amend this Agreement.

B. Consultant may select the time and place of its performance for these services provided, however, that access to documents, records, and the like, if needed by Consultant, shall be available only during normal business hours of the

Long Beach Public Utilities Department (“LBUD”) and provided that milestones for performance, if any, are met.

C. Consultant has requested to receive regular payments. The

Board shall pay Consultant in due course of payments following receipt from

Consultant and approval by the Board of invoices showing the services or task performed, the time expended (if billing is hourly), and the name of the Project.

Consultant shall certify on the invoices that Consultant has performed the services in full conformance with this Agreement and is entitled to receive payment. Each invoice shall be accompanied by a progress report indicating the progress to date of services performed and covered by the invoice, including a brief statement of any

Project problems and potential causes of delay in performance, and listing those services that are projected for performance by Consultant during the next invoice cycle. Where billing is done and payment is made on an hourly basis, the parties acknowledge that this arrangement is either customary practice for Consultant's profession, industry, or business, or is necessary to satisfy audit and legal

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A requirements which may arise due to the fact that City is a municipality.

D. Consultant represents that Consultant has obtained all necessary information on conditions and circumstances that may affect its performance and has conducted site visits, if necessary.

E. CAUTION: Consultant shall not begin work until this

Agreement has been signed by both parties and until Consultant’s evidence of insurance has been delivered to and approved by the City.

2. TERM. The term of this Agreement shall commence at midnight on

______________, 20__, and shall terminate at 11:59 p.m. on _____________, 20__, unless sooner terminated as provided in this Agreement, or unless the services to be performed or the Project is completed sooner.

3. COORDINATION AND ORGANIZATION.

A. Consultant shall coordinate its performance with the Board's representative named in Exhibit “C”, attached to this Agreement and incorporated by this reference. Consultant shall advise and inform the Board's representative of the work in progress on the Project in sufficient detail so as to assist the Board's representative in making presentations and in holding meetings on the Project. The

Board shall furnish to Consultant information or materials, if any, described in Exhibit

“D” attached to this Agreement and incorporated by this reference, and shall perform any other tasks described in the Exhibit.

B. If a representative of the Board is identified in Exhibit “C”, then any directives from this representative which change the Scope of Services must be expressed in a written amendment to this Agreement, which amendment is authorized by the Board. If no representative is identified in Exhibit “C”, then any directives from any employee of the LBUD which change the Scope of Services must be expressed in a written amendment to this Agreement, which amendment is authorized by the Board. Consultant agrees that the Board shall not be obligated to pay for any services changing the Scope of Services unless there is an amendment.

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

C. The parties acknowledge that a substantial inducement to the

Board for entering this Agreement was and is the reputation and skill of Consultant's key employee ______________. The Board shall have the right to approve any person proposed by Consultant to replace that key employee.

4. INDEPENDENT CONTRACTOR. In performing its services, Consultant is and shall act as an independent contractor and not an employee, representative, or agent of the Board or City. Consultant shall have control of Consultant's work and the manner in which it is performed. Consultant shall be free to contract for similar services to be performed for others during this Agreement provided, however, that

Consultant acts in accordance with Section 9 and Section 11 of this Agreement.

Consultant acknowledges and agrees that (a) neither the Board nor City will withhold taxes of any kind from Consultant's compensation, (b) neither the Board nor City will secure workers' compensation or pay unemployment insurance to, for or on Consultant's behalf, and (c) neither the Board nor City will not provide and Consultant is not entitled to any of the usual and customary rights, benefits or privileges of Board employees. Consultant expressly warrants that neither Consultant nor any of Consultant's employees or agents shall represent themselves to be employees or agents of the Board or City.

5. INSURANCE. As a condition precedent to the effectiveness of this

Agreement, Consultant shall procure and maintain at Consultant's expense for the duration of this Agreement from insurance companies that are admitted to write insurance in

California or from authorized non-admitted insurance companies that have ratings of or equivalent to A:VIII by A.M. Best Company:

(a) Commercial general liability insurance (equivalent in scope to

ISO form CG 00 01 11 85 or CG 00 01 11 88) in an amount not less than

$1,000,000 per occurrence and $2,000,000 general aggregate. This coverage shall include but not be limited to broad form contractual liability, cross liability, independent contractors liability, and products and completed operations liability. The Board, City, and their officials, employees and

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A agents shall be named as additional insureds by endorsement (on the City’s endorsement form or on an endorsement equivalent in scope to ISO form

CG 20 10 11 85 or to both CG 20 10 10 01 and CG 20 37 10 01), and this insurance shall contain no special limitations on the scope of protection given to the Board, the City, and their officials, employees and agents.

(b) Workers' Compensation insurance as required by the

California Labor Code and employer’s liability insurance in an amount not less than $1,000,000.

(c) Professional or errors and omissions liability insurance in an amount not less than $1,000,000 per claim.

(d) Commercial automobile liability insurance (equivalent in scope to ISO form CA 00 01 06 92), covering Auto Symbol 1 (Any Auto) in an amount not less than $500,000 combined single limit per accident.

Any self-insurance program, self-insured retention, or deductible must be separately approved in writing by the General Manager of LBUD and shall protect the

Board, City, their officials, employees and agents in the same manner and to the same extent as they would have been protected had the policy or policies not contained retention or deductible provisions. Each insurance policy shall be endorsed to state that coverage shall not be reduced, non-renewed, or canceled except after thirty (30) days prior written notice to the Board, and shall be primary and not contributing to any other insurance or self-insurance maintained by City, the Board, their officials, employees and agents.

Consultant shall notify the Board in writing within five (5) days after any insurance has been voided by the insurer or cancelled by the insured. If this coverage is written on a “claims made” basis, it must provide for an extended reporting period of not less than one year, commencing on the date this Agreement expires or is terminated, unless Consultant guarantees that Consultant will provide to the City evidence of uninterrupted, continuing coverage for a period of not less than three (3) years, commencing on the date this

Agreement expires or is terminated.

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

Consultant shall require that all subconsultants and contractors which

Consultant uses in the performance of its services maintain insurance in compliance with this Section unless otherwise agreed in writing by City’s Risk Manager or designee.

Prior to the start of performance, Consultant shall deliver to the General

Manager of LBUD certificates of insurance and endorsements for approval as to sufficiency and form. In addition, Consultant shall, within thirty (30) days prior to expiration of the insurance, furnish to the Board certificates of insurance and endorsements evidencing renewal of the insurance. The Board reserves the right to require complete certified copies of all policies of Consultant and Consultant’s subconsultants and contractors at any time.

Consultant shall make available to the City’s Risk Manager or designee all books, records and other information relating to the insurance, during normal business hours.

Any modification or waiver of these insurance requirements shall only be made at the request of LBUD and with the written approval of the City Risk Manager or designee. Not more frequently than once a year, the City’s Risk Manager or designee may require that Consultant and Consultant’s subconsultants and contractors change the amount, scope or types of coverages if, in his or her sole opinion, the amount, scope, or types of coverages are not adequate.

The procuring or existence of insurance shall not be construed or deemed as a limitation on liability relating to Consultant’s performance or as full performance of or compliance with the indemnification provisions of this Agreement.

6. ASSIGNMENT AND SUBCONTRACTING. This Agreement contemplates the personal services of Consultant and Consultant's employees, and the parties acknowledge that a substantial inducement to the Board for entering this

Agreement was and is the professional reputation and competence of Consultant and

Consultant's employees. Consultant shall not assign its rights or delegate its duties under this Agreement, or any interest in this Agreement, or any portion of it, without the prior approval of the General Manager, except that Consultant may with the prior approval of the General Manager, assign any moneys due or to become due the Consultant under this

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

Agreement. Any attempted assignment or delegation shall be void, and any assignee or delegate shall acquire no right or interest by reason of an attempted assignment or delegation. Furthermore, Consultant shall not subcontract any portion of its performance without the prior approval of the General Manager or designee, nor substitute an approved subconsultant or contractor without approval prior to the substitution. Nothing stated in this

Section shall prevent Consultant from employing as many employees as Consultant deems necessary for performance of this Agreement.

7. CONFLICT OF INTEREST. Consultant, by executing this Agreement, certifies that, at the time Consultant executes this Agreement and for its duration, Consultant does not and will not perform services for any other client which would create a conflict, whether monetary or otherwise, as between the interests of City under this

Agreement and the interests of that other client. And, Consultant shall obtain similar certifications from Consultant's employees, subconsultants and contractors.

8. MATERIALS. Consultant shall furnish all labor and supervision, supplies, materials, tools, machinery, equipment, appliances, transportation, and services necessary to or used in the performance of Consultant's obligations under this Agreement, except as stated in Exhibit “D”.

9. OWNERSHIP OF DATA. All materials, information and data prepared, developed, or assembled by Consultant or furnished to Consultant in connection with this Agreement, including but not limited to documents, estimates, calculations, studies, maps, graphs, charts, computer disks, computer source documentation, samples, models, reports, summaries, drawings, designs, notes, plans, information, material, and memorandum (“Data”) shall be the exclusive property of LBUD. Data shall be given to

LBUD, and LBUD shall have the unrestricted right to use and disclose the Data in any manner and for any purpose without payment of further compensation to Consultant.

Copies of Data may be retained by Consultant but Consultant warrants that Data shall not be made available to any person or entity for use without the prior approval of the General

Manager. This warranty shall survive termination of this Agreement for five (5) years.

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

10. TERMINATION. Either party shall have the right to terminate this

Agreement for any reason or no reason at any time by giving fifteen (15) calendar days prior written notice to the other party. In the event of termination under this Section, the

Board shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. The procedures for payment in Section 1.B. with regard to invoices shall apply. On the effective date of termination, Consultant shall deliver to the General Manager all Data developed or accumulated in the performance of this Agreement, whether in draft or final form, or in process. And, Consultant acknowledges and agrees that LBUD’s obligation to make final payment is conditioned on Consultant’s delivery of the Data to LBUD.

11. CONFIDENTIALITY. Consultant shall keep the Data confidential and shall not disclose the Data or use the Data directly or indirectly other than in the course of performing its services during the term of this Agreement and for five (5) years following expiration or termination of this Agreement. In addition, Consultant shall keep confidential all information, whether written, oral, or visual, obtained by any means whatsoever in the course of performing its services for the same period of time. Consultant shall not disclose any or all of the Data to any third party or use it for Consultant's own benefit or the benefit of others except for the purpose of this Agreement.

12. BREACH OF CONFIDENTIALITY. Consultant shall not be liable for a breach of confidentiality with respect to Data that: (a) Consultant demonstrates

Consultant knew prior to the time Board disclosed it; (b) is or becomes publicly available without breach of this Agreement by Consultant; (c) a third party who has a right to disclose does so to Consultant without restrictions on further disclosure; or (d) must be disclosed pursuant to subpoena or court order.

13. ADDITIONAL COSTS AND REDESIGN.

A. Any costs incurred by the Board due to Consultant’s failure to meet the standards required by the Scope of Work or Consultant’s failure to perform fully the tasks described in the Scope of Work, which, in either case, causes the

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

LBUD to request that Consultant perform again all or part of the Scope of Work shall be at the sole cost of Consultant and the Board shall not pay any additional compensation to Consultant for its re-performance.

B. If the Project involves construction and the Scope of Work or services requires Consultant to prepare plans and specifications with an estimate of the cost of construction, then Consultant may be required to modify the plans and specifications, any construction documents relating to those plans and specifications, and Consultant’s estimate, at no cost to City, when the lowest bid for construction received by City exceeds by more than ten percent (10%) Consultant’s estimate. This modification shall be submitted in a timely fashion to allow City to receive new bids within four (4) months after the date on which the original plans and specifications were submitted by Consultant.

14. AMENDMENT. This Agreement, including all Exhibits, shall not be amended, nor any provision or breach waived, except in writing signed by the parties which expressly refers to this Agreement.

15. LAW. This Agreement shall be construed in accordance with the laws of the State of California, and the venue for any legal actions brought by any party with respect to this Agreement shall be the County of Los Angeles, State of California for state actions and the Central District of California for any federal actions. Consultant shall cause all work performed in connection with construction of the Project to be performed in compliance with (1) all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies (including, without limitation, all applicable federal and state labor standards, including the prevailing wage provisions of sections 1770 et seq. of the California Labor Code); and (2) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction.

16. PREVAILING WAGES.

A. Consultant agrees that all public work (as defined in California

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

Labor Code section 1720) performed pursuant to this Agreement (the “Public

Work”), if any, shall comply with the requirements of California Labor Code sections

1770 et seq. City makes no representation or statement that the Project, or any portion thereof, is or is not a public work as defined in California Labor Code section

1720.

B. In all bid specifications, contracts and subcontracts for any such Public Work, Consultant shall obtain the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification or type of worker needed to perform the Public Work, and shall include such rates in the bid specifications, contract or subcontract. Such bid specifications, contract or subcontract must contain the following provision: “It shall be mandatory for the contractor to pay not less than the said prevailing rate of wages to all workers employed by the contractor in the execution of this contract.

The contractor expressly agrees to comply with the penalty provisions of California

Labor Code section 1775 and the payroll record keeping requirements of California

Labor Code section 1771.”

17. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire understanding between the parties and supersedes all other agreements, oral or written, with respect to the subject matter in this Agreement.

18. INDEMNITY.

A. Consultant shall indemnify, protect and hold harmless City, its

Boards, Commissions, and their officials, employees and agents (“Indemnified

Parties”), from and against any and all liability, claims, demands, damage, loss, obligations, causes of action, proceedings, awards, fines, judgments, penalties, costs and expenses, arising or alleged to have arisen, in whole or in part, out of or in connection with (1) Consultant’s breach or failure to comply with any of its obligations contained in this Agreement, including, if applicable, any obligations arising from the Project’s compliance with or failure to comply with applicable laws, O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A including all applicable federal and state labor requirements including, without limitation, the requirements of California Labor Code section 1770 et seq., or (2) negligent or willful acts, errors, omissions or misrepresentations committed by

Consultant, its officers, employees, agents, subcontractors, or anyone under

Consultant’s control, in the performance of work or services under this Agreement

(collectively “Claims” or individually “Claim”).

B. In addition to Consultant’s duty to indemnify, Consultant shall have a separate and wholly independent duty to defend Indemnified Parties at

Consultant’s expense by legal counsel approved by City, from and against all

Claims, and shall continue this defense until the Claims are resolved, whether by settlement, judgment or otherwise. No finding or judgment of negligence, fault, breach, or the like on the part of Consultant shall be required for the duty to defend to arise. City shall notify Consultant of any Claim, shall tender the defense of the

Claim to Consultant, and shall assist Consultant, as may be reasonably requested, in the defense.

C. If a court of competent jurisdiction determines that a Claim was caused by the sole negligence or willful misconduct of Indemnified Parties, Consultant’s costs of defense and indemnity shall be (1) reimbursed in full if the court determines sole negligence by the Indemnified Parties, or (2) reduced by the percentage of willful misconduct attributed by the court to the Indemnified Parties.

D. To the extent this Agreement is a professional service agreement for work or services performed by a design professional (architect, landscape architect, professional engineer or professional land surveyor), the provisions of this Section regarding Consultant’s duty to defend and indemnify shall be limited as provided in California Civil Code Section 2782.8, and shall apply only to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

E. The provisions of this Section shall survive the expiration or

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A termination of this Agreement.

19. AMBIGUITY. In the event of any conflict or ambiguity between this

Agreement and any Exhibit, the provisions of this Agreement shall govern.

20. FORCE MAJEURE. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, pandemic, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance will be excused for a period equal to the period of such cause for failure to perform.

21. NONDISCRIMINATION.

A. In connection with performance of this Agreement and subject to applicable rules and regulations, Consultant shall not discriminate against any employee or applicant for employment because of race, religion, national origin, color, age, sex, sexual orientation, gender identity, AIDS, HIV status, handicap or disability. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to these bases.

These actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

B. It is the policy of City, which policy has been adopted by the

Board, to encourage the participation of Disadvantaged, Minority and Women-owned Business Enterprises in City's procurement process, and Consultant agrees to use its best efforts to carry out this policy in hiring of subconsultants and contractors to the fullest extent consistent with the efficient performance of this

Agreement. Consultant may rely on written representations by subconsultants and

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A contractors regarding their status. Consultant shall report to Board in May and in

December or, in the case of short-term agreements, prior to invoicing for final payment, the names of all subconsultants and contractors hired by Consultant for this Project and information on whether or not they are a Disadvantaged, Minority or Women-Owned Business Enterprise, as defined in Section 8 of the Small

Business Act (15 U.S.C. Sec. 637).

22. NOTICES. Any notice or approval given under this Agreement shall be in writing and personally delivered or deposited in the U.S. Postal Service, first class, postage prepaid, addressed to Consultant at the address first stated below, and to the

Board at 1800 East Wardlow Road, Long Beach, California 90807-4994 Attn: General

Manager. Notice of change of address shall be given in the same manner as stated for other notices. Notice shall be deemed given on the date deposited in the mail or on the date personal delivery is obtained, whichever occurs first.

23. COPYRIGHTS AND PATENT RIGHTS.

A. Consultant shall place the following copyright protection on all

Data: © Board of Public Utilities Commissioners of the City of Long Beach, California

____, inserting the appropriate year.

B. LBUD reserves the exclusive right to seek and obtain a patent or copyright registration on any Data or other result arising from Consultant's performance of this Agreement. By executing this Agreement, Consultant assigns any ownership interest Consultant may have in the Data to the LBUD.

C. Consultant warrants that the Data does not violate or infringe any patent, copyright, trade secret or other proprietary right of any other party.

Consultant agrees to and shall protect, defend, indemnify and hold the Board, City, their officials and employees harmless from any and all claims, demands, damages, loss, liability, causes of action, costs or expenses (including reasonable attorneys' fees) whether or not reduced to judgment, arising from any breach or alleged breach of this warranty.

O F

F

IC

E O

F T

H E

C

IT

Y A

T T

O R

N

W N

M C

IN

T

O S

H , C ity A tto

W es t O ce an B ou le va rd

, 9 th

F

B ea ch

C A

24. COVENANT AGAINST CONTINGENT FEES. Consultant warrants that Consultant has not employed or retained any entity or person to solicit or obtain this

Agreement and that Consultant has not paid or agreed to pay any entity or person any fee, commission, or other monies based on or from the award of this Agreement. If Consultant breaches this warranty, the Board shall have the right to terminate this Agreement immediately notwithstanding the provisions of Section 10 or, in its discretion, to deduct from payments due under this Agreement or otherwise recover the full amount of the fee, commission, or other monies.

25. WAIVER. The acceptance of any services or the payment of any money by the Board shall not operate as a waiver of any provision of this Agreement or of any right to damages or indemnity stated in this Agreement. The waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach of this

Agreement.

26. CONTINUATION. Termination or expiration of this Agreement shall not affect rights or liabilities of the parties which accrued pursuant to Sections 7, 10, 11, 16, 18, 21, and 27 prior to termination or expiration of this Agreement, and shall not extinguish any warranties under this Agreement.

27. TAX REPORTING. As required by federal and state law, City is obligated to and will report the payment of compensation to Consultant on Form 1099-

Misc. Consultant shall be solely responsible for payment of all federal and state taxes resulting from payments under this Agreement. Consultant shall submit Consultant’s

Employer Identification Number (EIN),…