RFP - On-Call Utility Potholing Services.pdf

August 18, 2022

Subject: Request for Proposal (RFP) to Provide On-Call Utility Potholing

Services

The Long Beach Water Department (LBWD) invites the submittal of a written Statement of Qualifications for On-Call Utility Potholing Services. These services are necessary to address miscellaneous design and construction support services for LBWD sewer, recycled and potable water projects on an as-needed basis within the City of Long Beach. It is anticipated that a list of no more than two (2) firms will be established for a one-year term with a contract amount of approximately $100,000 each.

The firm(s) must have the ability to mobilize competent personnel within the City of Long Beach and upon 24 hours of notification. All work shall be prepared for conformance with the American Public Works Association, Underground Service Alert, LBWD, and Authorities having jurisdiction requirements. The requested consultant must be able to provide utility potholing services including but not limited to:

• Utility Potholing

• Ground Penetrating Radar

• Traffic Control and Permitting

• Hauling and Disposal of Spoils

• Surface Restoration of Excavations

The firm(s) are responsible for having active USA / Dig-Alert tickets. The contractor to verify the locations of any underground utilities shown on plans, exhibits, sketches, or as directed by the LBWD. Firm(s) are to protect all utilities within the limits of the work and repair and replace all damages to utilities at no expense to the LBWD.

The following exhibits have been included in this RFP:

Exhibit “A”: Letter Proposal Requirements Exhibit “B”: Additional Information Exhibit “C”: Sample Agreement

Proposal must be posted to Long Beach Buys no later than 3:00 P.M. on Wednesday, September 21, 2022. The submittal must be clearly marked “Proposal for On-Call Utility Potholing Services”.

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/).

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

Re: On-Call Utility Potholing Services August 18, 2022

JHU:LS:rc

\\s-wdfiles\ENGSHARE\5COMINFO\RFPs - On-Call\2022\On-Call Utility Potholing Services 2022\RFP Prep Letter\RFP - On-Call

Utility Potholing Services.docx

Technical support for Long Beach Buys is available by phone at (562) 570-6200 during normal business hours (8am – 6pm PT Monday through Friday).

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

Please contact Ms. Leela Stevens (Leela.Stevens@lbwater.org) at (562) 619-8071 if you have any questions regarding the above referenced project.

Sincerely, Jinny Huang-Uy, P.E.

Manager of Engineering

Enclosures: Exhibits A, B, and C cc: Robert J. Verceles, Director of Engineering/Chief Engineer

Leela Stevens, Civil Engineering Assistant Axl Cisneros, Civil Engineering Assistant mailto:Leela.Stevens@lbwater.org

23 August 22

23rd August 22

A-1

REQUEST FOR PROPOSAL (RFP) TO PROVIDE ON-CALL

UTILITY POTHOLING SERVICES

EXHIBIT "A"

LETTER PROPOSAL REQUIREMENTS

I. LETTER PROPOSAL REQUIREMENTS

Although no specific format is required by LBWD, this section is intended to provide guidelines to the Consultant regarding features, which LBWD 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) Descriptions of similar projects by the project manager and key staff to be used on this assignment.

c) Brief resumes of key staff, listing CA PE/Surveyor number (if applicable), and a year for each project (one page per resume).

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

e) Cost and billing schedule for other services provided

2. Scope of Services

A description of the work program shall be included in this section. It should explain the technical approach, methodology, and specific tasks and activities that will be performed and designed to address the specific issues and work items identified in the RFP. It should also include a discussion of constraints, problems, and issues that should be anticipated during the contract, and suggestions for approaches to resolving them.

A-2

Additionally, state in what ways and for what reasons the proposal deviates from the scope of work as presented by LBWD.

Provide detailed survey, including horizontal and vertical coordinates, and description of any existing utilities exposed during performance of the work.

3. 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 ten) within the past five years that are similar in scope and size.

The Consultant and subconsultants shall demonstrate competence to perform these services. The projects listed should be those that they key staff named for this project were responsible for performing services. 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.

4. 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 LBWD.

An organization diagram shall be submitted showing all key team members and illustrating the relationship between LBWD, the project manager, key staff, and subconsultants. There shall be a brief description of the role and responsibilities of all key staff and subconsultants identified in the team organization.

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.

5. Fee Proposal

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.

A-3

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

Allowable:

• Copying & postage

• Certain mileage & travel expenses

• Items requested by LBWD

• Outside services

Nonallowables:

• Computer charges

• Cost of telephone or facsimile equipment

• Health & Safety programs

• Administration charges

• Markups on non-labor expenses and subconsultants

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

LBWD. The Consultant is to provide a breakdown of costs for potholing in various conditions including public right of way, private property, paved roadways, unpaved terrain, sidewalk, etc. The Consultant shall also specify if there are varying costs depending on the depth of pothole.

6. 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

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 Consultant 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 LBWD based upon the contents of the RFP and the CONSULTANT’s proposal. LBWD’s Agreement is included as Exhibit C.

The CONSULTANT shall carefully review the Agreement, especially in regards 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 showed or all requests will be denied.

3. Selection of Consultants

The On-Call Utility Potholing Services are on as needed, time and materials basis, as requested by the LBWD. These services are necessary to address miscellaneous construction support services for sewer, recycled and potable water projects on an as-needed basis. It is anticipated that a list of no more than two (2) firms will be established for a one-year term with a contract amount of approximately $100,000 each.

4. Disclaimer

This RFP does not commit LBWD to award a contract, or to pay any costs incurred in the preparation of the proposal. LBWD 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. LBWD 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.

B-2

5. Late Proposals

It is CONSULTANT's sole responsibility to ensure that their proposal is received at LBWD office 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.

6. 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 at LBWD office prior to the closing time for receipt of proposals. Proposals cannot be changed to withdrawn after the time designated for receipt.

7. Assigned Representatives

LBWD 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 subconsultants identified in the proposal shall first be approved in writing by LBWD’s representative. LBWD 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.

8. 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.

9. Deliverables

At a minimum the CONSULTANT to provide Pothole Data Sheets within 72 hours of potholing with data establishing the existence of utility, surface thickness (in inches), existing ground elevation, top of pipe to existing grade (in feet), bottom of pipe to existing grade (in feet) and size/diameter of utility (in inches). Final Work Area reporting shall be provided no more than 7 days after utility investigations. Reporting data should at the least include, material type, alignment, vertical and horizontal coordinates, function, condition of utility along with ground surface type, surface thickness, and potholing start and end time. Along with any additional notes, comments, and photographs. Documentation of the existing utilities shall include electronic photographs and upon request video or hard copies.

B-3

II. CONSULTANT EVALUATION & SELECTION PROCESS

LBWD’s CONSULTANT evaluation and selection process is based on the following criteria. The following criteria will be used in evaluating the proposals using a point value system based on the items indicated below.

a) Understanding of the project requirements, including identification of critical elements and key issues.

b) Technical approach and work plan for the project, including innovative approaches.

c) Qualifications and experience of the project manager, other key individuals, and subconsultants.

d) Results of reference checks. Reference checks will only be conducted for a short list of firms or the top rated firm.

e) Clarity of proposal.

f) Compliance with proposal requirements.

g) Fees and Schedules.

LBWD may elect to interview a short list of qualified firms or to interview only the top-rated firm based on the proposals submitted for the project.

LBWD staff will negotiate a contract with the best qualified firm for the desired consulting service at compensation which the staff determines is fair and reasonable to LBWD. Should LBWD staff be unable to negotiate a satisfactory contract with the firm considered to be the most qualified, negotiations with that firm shall be formally terminated. Negotiations will then be undertaken with the next most qualified firm.

Failing to reach an accord with the second most qualified firm, LBWD will terminate negotiations and continue the negotiation process with the next most qualified firms in order of their evaluation ranking until an agreement is reached and a firm is selected and an agreement is executed.

III. EQUAL EMPLOYMENT OPPORTUNITY

LBWD 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-4

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. 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 http://www.longbeach.gov/finance/business_license

B-5 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 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.

EXHIBIT "C"

SAMPLE CONSULTANT SERVICES AGREEMENT

Revised 7/22/15

ATTACHMENT TO PURCHASE ORDER NO.

FOR PROFESSIONAL DESIGN SERVICES EQUAL TO OR UNDER $200,000

ADDITIONAL TERMS AND CONDITIONS TO WATER DEPT. PURCHASE ORDER

1. All references in the General Conditions of the Purchase Order to “Supplier” shall mean and include Consultant.

2. Consultant shall furnish specialized services in accordance with the standards of the profession and as set forth on the Purchase Order and any attachments hereto, and the Board of Water Commissioners (“Board”) of the City of Long Beach (“City”) shall pay for said services, not to exceed $______________. Consultant may select the time and place of performance hereunder provided, however, that access to documents, records, and the like, of the Long Beach Water Department (“LBWD”), if needed by Consultant, shall be available only during LBWD’s normal business hours.

City shall pay Consultant in due course of payments following receipt from Consultant and approval by Board of an itemized statement showing the services performed, the time expended (if billing is hourly), and the name of the project. Consultant shall certify on the statement that Consultant has performed the services in full conformance with the Purchase Order and is entitled to receive payment.

3. As an independent contractor and not an employee, representative, or agent of Board, 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 the term of the Purchase Order. Consultant acknowledges and agrees that (a) City will not withhold taxes of any kind from Consultant's compensation, (b) neither City nor the Board will secure workers' compensation or pay unemployment insurance to, for or on Consultant's behalf, and (c) Board 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 its/his/her employees or agents shall represent themselves to be employees or agents of Board.

4. Notwithstanding anything to the contrary in the Purchase Order, and as a condition precedent to the effectiveness of the Purchase Order, Consultant shall procure and maintain at Consultant's expense for the duration of the Purchase Order 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 One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) general aggregate. Such 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, its officials, employees and 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 CG 20 26 11 85), and this insurance shall contain no special limitations on the scope of protection given to the Board, its 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 One Million Dollars ($1,000,000) per accident.

(c) Professional liability errors and omissions insurance in an amount not less than One Million Dollars ($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 Five Hundred Thousand Dollars ($500,000) combined single limit per accident.

Any self-insurance program, self-insured retention, or deductible must be separately approved in writing by City’s Risk Manager or designee and shall protect the Board, its 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 in coverage, non-renewed, or canceled except after thirty (30) days prior written notice to Board, and shall be primary and not contributing to any other insurance or self-insurance maintained by the City, the Board, and their officials, employees and agents. Consultant shall notify the City within five (5) days after any insurance required herein has been voided by the insurer or cancelled by the insured.

Consultant shall require that all contractors, subcontractors and sub-consultants which Consultant uses in the performance of services under the Purchase Order 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 under the Purchase Order, Consultant shall deliver to Board certificates of insurance and required endorsements, including any insurance required of Consultant’s contractors, subcontractors and sub-consultants for approval as to sufficiency and form. In addition, Consultant shall, at least thirty (30) days prior to expiration of the insurance required hereunder, furnish to the Board certificates of insurance and endorsements evidencing renewal of such insurance. Board reserves the right to require complete certified copies of all policies of Consultant and Consultant’s contractors, subcontractors and sub-consultants at any time. Consultant and Consultant’s contractors, subcontractors and sub-consultants shall make available to the Board all books, records and other information relating to the insurance coverage required herein during normal business hours.

Any modification or waiver of the insurance requirements herein shall only be made at the request of LBWD and with the written approval of the City’s Risk Manager or designee. Not more frequently than once a year, the City’s Risk Manager or designee may require that Consultant, Consultant’s contractors, subcontractors and sub-consultants change the amount, scope or types of coverages required herein if, in his or her sole opinion, the amount, scope, or types of coverages herein 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 of services or as full performance of or compliance with the indemnification provisions herein.

5. The Purchase Order contemplates the personal services of Consultant and Consultant's employees, and the parties acknowledge that a substantial inducement to Board for entering it was and is the professional reputation and competence of Consultant and Consultant's employees. Consultant shall not assign any interest herein or any portion hereof without the prior approval of the General Manager of LBWD, except that Consultant may with the prior approval of the General Manager assign any moneys due or to become due the Consultant hereunder. Any attempted assignment or delegation shall be void, and any assignee or delegate shall acquire no right or interest by reason of such attempted assignment or delegation. Furthermore, Consultant shall not subcontract any portion of the performance required hereunder without the prior approval of the General Manager or his designee. Nothing stated in this Section shall prevent Consultant from employing as many employees as Consultant deems necessary for performance hereunder.

6. Consultant, by signing these Additional Terms and Conditions, certifies and shall obtain similar certifications from Consultant's employees, approved subcontractors and approved sub-consultants that, at the time Consultant signs these Additional Terms and Conditions and during the term hereof, 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 Board hereunder and the interests of such other client.

7. In addition to the items identified in Section 4 of the General Conditions of the Purchase Order, Consultant shall furnish all supervision, tools, machinery, appliances, transportation, and services necessary to or used in the performance of Consultant's obligations hereunder.

8. All materials, information and data prepared, developed, or assembled by Consultant or furnished to Consultant in connection herewith, 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 memoranda (hereinafter "Data") shall be the exclusive property of Board. Data shall be given to Board, and Board 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 Board. Said warranty shall survive termination of the Purchase Order for five (5) years. To the extent the Data is covered by copyright laws, then Consultant hereby assigns its ownership rights in said copyright and Data to the Board reserving a nonexclusive license to use the Data with the prior approval of the Board.

9. Consultant shall place the following copyright protection on all Data: © City of Long Beach, California ____ (inserting the appropriate year). As described herein, Board reserves the exclusive right to seek and obtain a patent or copyright registration on any Data or other result arising from Consultant's performance hereunder. Consultant warrants that the Data does not violate or infringe any patent, copyright, trade secret or other proprietary right of any other party. The indemnity provisions hereof shall apply to any breach or alleged breach of this warranty.

10. Notwithstanding anything to the contrary in the Purchase Order, the Board shall have the right to terminate the Purchase Order for any reason or no reason at any time by giving five (5) calendar days' prior notice to Consultant. In the event of termination pursuant to this Section, Board shall pay Consultant for services satisfactorily performed up to the effective date of termination for which Consultant has not been previously paid but Board shall have no obligation to have Consultant perform services after notice of termination has been given. The procedures for payment above with regard to an itemized statement shall apply. On the effective date of termination, Consultant shall deliver to Board all Data developed or accumulated in performance hereunder, whether in draft or final form, or in process.

11. 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 services provided hereunder during the term of the Purchase Order and for five (5) years following expiration or termination hereof. In addition, Consultant shall keep confidential all information, whether written, oral, or visual, obtained by any means whatsoever in the course of Consultant's performance hereunder for the same period of time. Consultant shall not disclose any or all of the Data to any third party, nor use it for Consultant's own benefit or the benefit of others except for the purpose of the Purchase Order.

12. 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; or

(b) Is or becomes publicly available without breach of the Purchase Order by Consultant; or

(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. If, in the opinion of Board, the Data or services performed by Consultant requires correction during a one-year period following termination or expiration hereof, Consultant shall make said corrections at no additional charge or cost to Board. The corrective action required hereunder shall be in addition to any other rights or remedies Board may have.

14. No provision or breach of the Purchase Order, including these Additional Terms and Conditions, shall be waived, except in writing signed by the parties which expressly refers to the Purchase Order.

15. The Purchase Order, including these Additional Terms and Conditions, constitutes the entire understanding between the parties and supersedes all other agreements, oral or written, with respect to the subject matter herein.

16. 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, including attorneys’ fees, court costs, expert and witness fees, and other costs and fees of litigation, 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 contract, 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 contract (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 Contract is a professional service contract for work or services performed by a design professional, such as an architect, landscape architect, professional engineer or professional land surveyor, subject to California Civil Code Section 2782.8, the provisions of this Section regarding Consultant’s duty to defend and indemnify shall be limited to 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 termination of this contract.

17. In the event of any conflict or ambiguity between the Purchase Order and these Additional Terms and Conditions, the provisions of these Additional Terms and Conditions shall govern.

18. Any notice or approval required hereunder by either party shall be in writing and personally delivered or deposited in the U.S. Postal Service, first class, postage prepaid to Board at 1800 East Wardlow, Long Beach, California 90807 Attn: General Manager and to Consultant at the address shown on the Purchase Order. Notice of change of address shall be given in the same manner as stated herein for other notices.

Notice shall be deemed given on the date deposited in the mail or on the date personal delivery is made, whichever first occurs.

19. The acceptance of any services or payment of any money by Board shall not operate as a waiver of any provision hereof, or of any right to damages or indemnity stated herein. The waiver of any breach hereof shall not constitute a waiver of any other or subsequent breach.

20. Board shall have the right at all reasonable times during the term hereof and for a two-year period following completion of Consultant's performance hereunder or following termination hereof to examine, audit, inspect, review, extract information from, and copy all books, records, accounts and other documents relating hereto.

21. The parties acknowledge that a substantial inducement to Board for entering the Purchase Order was and is the reputation and skill of Consultant's key employee ____________________. Board shall have the right to approve any person proposed by Consultant to replace that key employee.

22. Termination or expiration of the Purchase Order shall not affect rights or liabilities which accrued under the Purchase Order or these Additional Terms and Conditions prior to termination or expiration of the Purchase Order, and shall not extinguish any warranties hereunder.

23. As required by federal and state law, City is obligated to and will report the payment of compensation to Contractor on Form 1099-Misc. Contractor shall be solely responsible for payment of all federal and state taxes resulting from payments under this Agreement. Contractor shall submit Contractor’s Employer Identification Number (EIN), or Contractor’s Social Security Number if Contractor does not have an EIN, in writing to City's Accounts Payable, Department of Financial Management. Contractor acknowledges and agrees that City has no obligation to pay Contractor until Contractor provides one of these numbers.

24. Consultant acknowledges and agrees that the services to be performed hereunder do not constitute a peculiar risk of bodily harm and that no special precautions are required to perform said services.

25. The Purchase Order is intended by the parties to benefit themselves only and is not in any way intended or designed to or entered for the purpose of creating any benefit or right for any person or entity of any kind that is not a party to the Purchase Order.

26. Consultant shall not use the name of Board, its officials or employees in any advertising or solicitation for business, nor as a reference, without the prior approval of the General Manager or designee.

27. Subject to federal and state laws, rules, and regulations, Consultant shall not discriminate in employment or in the performance of this Purchase Order on the basis of race, religion, national origin, color, age, sex, sexual orientation, gender identity, AIDS, HIV status, handicap or disability.

28. Consultant 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. 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”.

Consultant acknowledges and agrees to these Additional Terms and Conditions by signing below. Consultant shall return these Additional Terms and Conditions to the Board after execution. The Purchase Order shall not be valid until the Board has received these signed Additional Terms and Conditions.

Consultant’s Signature, if an individual: _______________________________

Consultant’s Name, if a corporation: _______________________________

By _____________________________ President

By _____________________________ Secretary

Consultant’s Name, if a partnership: ________________________________

General Partner

Consultant’s Name, if a limited liability company: ________________________________

Manager or Member