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05-14-2019 CC Rpt 14COUNCIL AGENDA STAFF REPORTCOUNCIL AGENDA STAFF REPORT TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS DATE: MAY 14, 2019 FROM: CITY MANAGER ITEM NO:14 SUBJECT:LIST OF QUALIFIED ON-CALL ENVIRONMENTAL, PLANNING, AND RELATED SERVICES CONSULTANT LIST RECOMMENDATION: Approve the establishment of a list of pre-qualified Environmental, Planning, and Related Services consultants. BACKGROUND/ANALYSIS: In October 2014, City Council approved a list of qualified on-call consultants for use by staff. Since then, many of these firms have either moved, merged, or closed, and consequently, contact information has become outdated. That list expires this year. Staff has determined the need to establish a more current list of qualified on-call consultants and conducted a Request for Qualifications (RFQ). The RFQ was issued on February 4, 2019, and requested Statements of Qualifications (SOQs) from consulting firms interested in being on-call for the City for the following disciplines: 1. Environmental Impact Analyses 2. Air Quality Analyses 3. Acoustical Analyses 4. Hydrology and Water Quality Studies 5. Biological Resource Assessments 6. Cultural Resource Assessments 7. Geological Assessments 8. Market and Financial Feasibility Studies 9. Contract Planning 10. Landscape Architecture 11. Traffic Engineering 12. Building Inspection 13. Commercial Brokerage Consulting Establishing this list assists in expediting the development process by having pre-qualified consultants in place when needed. When a project requires services provided by these consultants, staff would be able to select the consultant(s) best suited for the project and request a scope of service and budget in a time efficient manner. A Professional Services Agreement would then be prepared for the selected consultant(s) and procedures for authority limits followed. Staff began the process by sending the RFQ to all the consultants on the current list as well as several others who had sought in an interest in being an on-call consultant for the City. The RFQ was also posted on the City website. 15/160 In response to the RFQ, the City received 160 SOQs from 57 interested consulting firms. Staff undertook the process of evaluating all the SOQs, which resulted in the attached recommended on-call consultant list. This is a complete list that includes all firms approved in the review process. If approved by Council, the list would be valid for up to five years, may be updated periodically, and supersedes the previous on-call consultant list. The list includes a total of 56 consulting firms, many of which are qualified in more than one discipline. Finally, while the list is intended to be as inclusive as possible, it is anticipated that staff may require a consultant with unique qualifications that is not on the pre-approved list. This may arise because consultants change firms, firms merge or change names, or because some small consulting firms with specialized services do not have marketing staff and cannot always invest the resources to be on every City pre-approved list. While City staff anticipates that such instances would be rare, the list is not intended to be an exclusive list of consultants that could be contracted with for planning, environmental, or building services. Staff would carefully vet any such consultants that are contracted with in the future that are not on the pre-approved list. The consultants were informed in the attached RFQ that the City reserves the right to select consultants that are not on the pre-approved list if such consultants are uniquely qualified for a project. ENVIRONMENTAL (CEQA) REVIEW: Pursuant to CEQA Guideline Section 15060(c)(3), an activity is not subject to CEQA if "the activity is not a project as defined in Section 15378". Section 15378(b)(5) states that a project does not include: "Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: There is no fiscal impact to the General Fund. The services provided by any on-call consultant will generally be reimbursed by the City by developers through Trust Deposit Accounts. If not, the item will be separately budgeted and accounted for pursuant to the City's standard procedures. REVIEWED BY OTHERS: This has been reviewed by the Finance Director. Respectfully Submitted,Recommended By: Attachments 2019 On-Call Consultant List 2019 RFQ 16/160 2019 On-Call Environmental, Planning, and Related Services Consultant List Approved by City Council 5/x/2019 Environmental Albert A. Webb Associates Chambers Group, Inc. Civic Solutions, Inc. Dudek ECORP Consulting, Inc. EcoTierra Consulting Envicom Corporation EPD Solutions, Inc. ESA (Environmental Science Associates) FirstCarbon Solutions HANA Resources, Inc. Helix Environmental Planning, Inc. Kimley Horn Michael Baker International MIG, Inc. Placeworks Rincon Consultants, Inc. RVA Stantec Consulting Services, Inc. T&B Planning, Inc. Templeton Planning Group The Altum Group Ultra Systems Willdan Engineering Air Quality Dudek ECORP Consulting, Inc. FirstCarbon Solutions Helix Environmental Planning, Inc. Kimley Horn Michael Baker International MIG, Inc. Placeworks Rincon Consultants, Inc. Stantec Consulting Services, Inc. Ultra Systems Acoustical Dudek ECORP Consulting, Inc. FirstCarbon Solutions Helix Environmental Planning, Inc. Kimley Horn Acoustical (continued) Michael Baker International, Inc. MIG, Inc. Placeworks Rincon Consultants, Inc. Stantec Consulting Services, Inc. Hydrology CWE Dudek HANA Resources, Inc. Huitt-Zollars, Inc. Kimley Horn Michael Baker International Stantec Consulting Services, Inc. Willdan Engineering Biological Chambers Group, Inc. Dudek ECORP Consulting, Inc. Envicom Corporation ESA (Environmental Science Associates) FirstCarbon Solutions HANA Resources Helix Environmental Planning, Inc. Leatherman Bio Consulting, Inc. Michael Baker International MIG, Inc. Rincon Consultants, Inc. Stantec Consulting Services, Inc. UItra Systems Cultural Chambers Group, Inc. Cogstone Resource Management, Inc. Dudek ECORP Consulting, Inc. Envicom Corporation ESA (Environmental Science Associates) FirstCarbon Solutions HANA Resources, Inc. Helix Environmental Planning, Inc. MIG, Inc. Paleo Solutions, Inc. 17/160 2019 On-Call Environmental, Planning, and Related Services Consultant List Approved by City Council 5/x/2019 Cultural (continued) Rincon Consultants, Inc. Stantec Consulting Services, Inc. Ultra Systems Geological Converse Consultants Geocon West, Inc. GMU Geotechnical, Inc. Ninyo & Moore Parikh Consultants, Inc. Willdan Engineering Market/Financial Keyser Marston Associates, Inc. Michael Baker International Placeworks The Natelson Group, Inc. Willdan Engineering Contract Planning Bureau Veritas North America, Inc. Civic Solutions, Inc. CSG Consultants, Inc. Dudek Interwest Consulting Group Michael Baker International MIG, Inc. Placeworks Rincon Consultants, Inc. RRM Design Group Sagecrest Planning & Environmental LLC Stantec Consulting Services, Inc. Willdan Engineering Landscape Architerra Design Group Landscape Dynamics Michael Baker International MIG, Inc. Placeworks RHA Landscape Architects-Planners, Inc. Richard Fisher Associates RJM Design Group RRM Design Group Landscape (continued) Willdan Engineering Traffic General Technologies & Solutions (GTS) HR Green Pacific, Inc. Iteris KOA Corporation Linscott Law & Greenspan Engineers Michael Baker International Minagar & Associates, Inc. Stantec Consulting Services, Inc. STC Traffic, Inc. Willdan Engineering Building Inspection 4 Leaf, Inc. CSG Consultants, Inc. Interwest Consulting Group Willdan Engineering Commercial Brokerage JLL (Jones Lang Laselle Brokerage) SGRE (Simon Group Real Estate) 18/160 CITY OF CHINO HILLS REQUEST FOR QUALIFICATIONS (RFQ) for ON-CALL ENVIRONMENTAL, PLANNING, AND RELATED CONSULTING SERVICES Date: February 4, 2019 Department: COMMUNITY DEVELOPMENT Overview of RFQ Process: The City of Chino Hills (City) is updating its Qualified Consultant List (List), previously updated in 2014. The updated List will replace and supersede all previous consultant lists. Please submit qualifications for any of the disciplines outlined below for which you believe your firm is qualified. Your firm will be evaluated for inclusion on the list based on the criteria outlined below. Firms placed on the on-call List will have the opportunity to provide their services on a project-by-project basis for both City-initiated and City-reviewed privately developed projects. Consultant selection for specific projects will be determined by the City based on a comparative review of proposals. The City reserves the right to select consultants not on the list in instances where a firm is uniquely qualified for a particular project. The List that will remain valid for a maximum of five years from the date the List is approved by the City Council and may be updated periodically. Requested Services: Firms with expertise in providing one or more of the following environmental, planning, traffic engineering, building inspection, and commercial brokerage related services are requested to respond to this RFQ: 19/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 2 List of Requested Services 1.Environmental Impact Analyses 2.Air Quality Analyses 3.Acoustical Analyses 4.Hydrology and Water Quality Studies 5.Biological Resource Assessments 6.Cultural Resource Assessments 7.Geological Assessments 8.Market and Financial Feasibility Studies 9.Contract Planning 10. Landscape Architecture 11. Traffic Engineering 12. Building Inspection 13. Commercial Brokerage Consulting Firms may submit qualifications for one or more of the above listed services. Each firm’s Statement of Qualifications (SOQ) should clearly indicate for which of the above listed services above it would like to be considered, and to also indicate this information on the outside of the sealed envelope. (Reference Submittal Requirements, below.) Current Information: All firms placed on the List are expected to notify the City of change of business ownership, name or new contact information (address, emails and phone numbers) within ninety (90) days of such change. Failure to notify the City may result in removal from the List. Submittal Requirements: Statements of Qualifications Due Date: February 28, 2019, Time: 2:00 PM Statements of Qualifications must be submitted to the: City Clerk’s Office City of Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Statements of Qualifications will be received by the City of Chino Hills at the office of the City Clerk, 14000 City Center Drive, Chino Hills, California 91709, until 2:00 pm, February 28, 2019. The City will not accept late submittals. Three copies of the firm’s Statement of Qualifications plus one digital copy (on a flash drive or CD) must be submitted in a sealed envelope, addressed to the City Clerk at the 20/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 3 above referenced address. The sealed envelope containing the S OQ must be plainly marked on the outside as “Statement of Qualifications for On-call Environmental, Planning, Traffic Engineering, Building Inspection, and Commercial Brokerage Services”, with each service for which the firm wishes to be considered clearly indicated (reference List of Requested Environmental, Planning, Traffic Engineering, Building Inspection, Commercial Brokerage Services, above); and company’s name and address. Copies of the Request for Qualifications may be obtained at the Community Development Department of the City of Chino Hills, 14000 City Center Drive, Chino Hills, California 91709. Questions regarding the RFQ should be directed to Emily Ortiz (909) 364-2742, eortiz@chinohills.org. Required Submission Contents: Each proposing firm (Proposer) is requested to submit one SOQ that will incorporate the required material for each service for which the Proposer wishes to be considered. Each SOQ is expected to provide the following information. 1.Overview of the Firm: The SOQ must provide an overview of the firm, including: years in business; type of business entity (e.g., corporation, sole proprietor); list of owners and principal members; location(s) of office(s); location of office through which services to the City will be performed; name and contact information for person responsible for firm contractual actions, and who will notify the City when the person assigned to the City has changed; description of services provided. 2.Project Team: The SOQ must identify the name, position, and project responsibility for each principal or senior level staff person to be assigned to prospective City of Chino Hills projects. Resumes, not to exceed two pages, must be provided for each project team member. 3.Relevant Experience: The SOQ must provide relevant information demonstrating its expertise in providing each service for which it wishes to be considered. Relevant experience must include a description of five projects for which the firm provided services comparable to those being requested in this SOQ. For each project, the SOQ must describe client, contact, contact information, budget, beginning and ending date, members of project team involved with project, and other pertinent information. Firm brochures and lengthy project description material are discouraged. 4.Project Approach: The SOQ must provide a discussion regarding the firm’s approach to providing the environmental, planning, traffic engineering, building inspection, and/or commercial brokerage services for which they wish to be considered. This discussion must include specifics regarding the Proposer’s approach to project management, problem solving, cost management and quality control. 21/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 4 5.References: The SOQ must identify at least five references regarding similar projects completed by the firm within the last two years. These references must attest to the firm’s professionalism, problem-solving abilities, product quality, and on time and on budget performance. Each reference must include: a)Client name, contact name and title, address, telephone number, email. b)Project description, including total cost firm charged from project services. c)Project start to finish time. 6.Costs: The SOQ must provide a schedule of hourly fees by personnel, and rates for reimbursable costs. Fees and rates are expected to remain fixed for a period of at least 12 months. The firm shall notify the City of any increase in fees and rates as they become effective. 7.Compliance: The SOQ must include the following statements: a)The firm agrees to all terms of the Professional Services Agreement (which is included as Attachment A to this RFQ) or specifies each term that it is unwilling to accept and the reason for the non-acceptance. b)The firm shall adhere to all federal laws and regulations notwithstanding any state or local laws and regulations. In case of conflict between federal, state or local laws, the strictest shall be adhered to. c)The firm will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. d)The firm shall comply with the California Labor Code pursuant to said regulations entitled: Federal Labor Standards provisions. e)The firm shall comply with the Copeland Anti-kickback Act (18 USC 874 C) and the implementation regulation (29 CFR 3) issued pursuant thereto, and any amendments thereof. f)The firm shall immediately notify the City in writing of any expected conflicts of interest. Scopes of Services: General scopes of services for the listed environmental, planning, traffic engineering, building inspection, and commercial brokerage services are outlined below. Companies placed on the on-call consultant list will be asked to provide detailed scopes of work, budgets and schedules for specific projects as they arise. 22/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 5 Environmental Impact Analyses Services General scopes of Environmental Impact Analyses Services will include preparation and/or peer review of California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) documents. Required documents may include Environmental Impact Reports; Mitigated/Negative Declarations; Environmental Impact Statements; Preliminary Environmental Assessment Reports; Preliminary Environmental Studies/Scopings; other Environmental Impact Assessment services. The Proposer will be expected to prepare and distribute all notices related to the processing of environmental documents. Air Quality Analyses Services General scopes of Air Quality Analyses Services will include preparation and/or peer review of CEQA Air Quality Impact Technical Reports; Air Pollutant Emissions Modelling and Significance Determinations; CEQA Greenhouse Gas (GHG) Impact Technical Reports; GHG Emissions Modelling and Significance Determination; Health Risk Assessments including Toxic Air Contaminants (TACs) Modelling and Significance Determinations; Odor Analysis; other Air Quality Impact related services. Acoustical Analyses Services General scopes of Acoustical Analyses Services will include preparation and/or peer review of CEQA Noise Impact Technical Reports; Ambient and Construction Noise and Vibration Modeling and Significance Determination; Stationary Source Noise and Vibration Modeling and Significance Determination; other Noise Impact related services. Hydrology and Water Quality Studies General scopes of Hydrology/Water Quality Analyses Services will include preparation and/or peer review of CEQA Hydrologic and Watershed Analyses related to urban runoff and storm water quality; National Pollutant Discharge Elimination System (NPDES) compliance; Identification and Review of Best Management Practices (BMPs); other Hydrology/Water Quality Assessment services. Biological Resource Assessment Services General scopes of Biological Resource Assessment Services will include preparation and/or peer review of CEQA Biological Resource Technical Reports; Field Surveys; Habitat Assessments and Significance Determinations; Wildlife Corridor Movement Analyses; Habitat Restoration Designs; Endangered Species 23/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 6 Permitting; Wetland/Jurisdictional Delineations; Wetland and other Water-related Permitting; Mitigation recommendations and Mitigation Monitoring; other Biological Resource related services. Cultural Resource Assessment Services General scopes of Cultural Resource Assessment Services will include preparation and/or peer review of CEQA Cultural Resource Technical Reports; Paleontological Resource Assessments and Significance Determination; Archaeological Resource Assessments and Significance Determination ; Historical Resource Assessments and Significance Determination; Native American Tribal Consultation; Mitigation recommendations and Mitigation Monitoring; other Cultural Resource related services. Geological Assessment Services General scopes of Geological Assessment Services will include preparation and/or peer review of geotechnical reports and soils reports for private development, homeowner proposals and City initiated projects; geologic hazards studies; slope stability analyses; fault analyses; Phase I and II Assessments; other related Geological Assessment services. Market and Financial Feasibility Studies General scopes of Market and Financial Feasibility Study Services will include preparation and/or peer review of Market Feasibility and Fiscal Impact Assessments; Development Impact Fee Studies; Infrastructure Financing Plans; other related Market and Financial Feasibility services. Contract Planning Services General scopes of Contract Planning Services will include staff assistance with current and advanced planning activities; review and processing of development projects and City initiated projects, including project review, management and preparation of staff reports and associated documents; assistance with Municipal Code and General Plan updates; other related Contract Planning Services. Contract Planning Services may be expected to be performed at the City offices or at the consultant’s remote office. Landscape Architecture Services General scopes of Landscape Architecture Services will include preparation and/or peer review of landscape plans for private development and homeowner proposals; preparation and/or peer review of arborist reports; preparation and/or peer review of landscape irrigation plans including recycled water systems; field inspections of landscape, irrigation and recycled water installation and maintenance; preparation of 24/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 7 specifications and estimates for various private development proposals and City capital improvement projects (e.g., trails, parks, medians); other related Landscape Architecture services. Traffic Engineering General scopes of Traffic Engineering Services will include the preparation of Traffic Impact Technical Reports; forecasting future traffic generation Average Daily Trips (ADT), Level of Service (LOS analysis) and Vehicle Miles Traveled (VMT) analysis; intersection design plans; traffic signal design plans; traffic mitigation measure recommendations and fair share calculations; Parking and Shared Parking Analysis; other related Traffic Engineering services. Building Inspection Services General scope of Building Inspection Services will include providing one or more full time, certified, on site Building Inspector(s). Proposed personnel shall at a minimum have a current certification as a Combination Inspector and be capable of providing both residential and commercial inspection services. Proposed personnel will be assigned to the City on a full time basis under the direction of the City’s Building Official. Qualified firms should also have the capability to provide Plan Review services as well as the ability to provide Counter Permit Technicians services in the future if the need arises. Commercial Brokerage Services General scope of Commercial Brokerage Services will include working with City staff to identify commercial properties coming up for sale, lease or closure; providing current leasing and property ownership contact information for City commercial centers; identifying high quality tax producing businesses with potential interest in locating in the City; identifying appropriate centers and lease spaces for potential businesses to locate; facilitating lease negotiations to place businesses beneficial to the City. The Commercial Brokerage Consultant shall meet monthly with City staff to review commercial activities in the City. The Consultant shall also prepare and deliver an annual commercial business status summary that will include a report of current and future activities and expected trends. Evaluation Criteria: Each SOQ submitted according to the provisions outlined in this RFQ will be evaluated by the City of Chino Hills, based on the following criteria: a)Experience and technical competence of the Proposer. b)Demonstrated ability of personnel on similar projects. 25/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 8 c)Reports from references. d)Responsiveness of project approach. e)Thoroughness of Proposer’s response to this RFQ. f)Willingness to agree to all terms of the Professional Services Agreement. If determined to be necessary, the City may invite companies for an interview. T he City also reserves the right to accept or reject any or all proposals or to waive any defects or irregularities in the proposals or selection process. The City will only contract for a fair and reasonable price. Nothing contained herein shall create any contractual relation between any subcontractor and the City. Professional Services Agreement: Attached to this RFQ is a copy of the standard City of Chino Hills Professional Services Agreement. Proposers are directed to review this agreement and provide the City with a written statement of the firm’s willingness to accept the terms of the agreement. If the firm is unwilling to accept the agreement, the Proposer must specifically identify each term that it is unwilling to accept and the reason for the non-acceptance. Insurance Requirements: Proposers shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of an Agreement with the City, against claims for injuries to persons or damages to property that may arise from, or in connection with, the performance of the work provided by the firm, its agents, representatives or employees. Insurance requirements are specified in the Professional Services Agreement. Subcontracting: The Proposer may utilize the services of specialty subcontractors on those parts of the services that, under normal contracting practices, are performed by specialty subcontractors. Unless a specific subcontractor is listed in the Proposer’s SOQ, the Proposer is representing to City that the Proposer has all appropriate licenses, certifications, and registrations to perform the services for which it desires to be considered. 26/160 RFQ for On-Call Environmental, Planning, and Related Consulting Services Page 9 After submission of the SOQ, the Proposer shall not award work to any unlisted subcontractor(s) without prior written approval of the City. The Proposer shall be fully responsible to the City for the performance of its subcontractors, and of persons either directly or indirectly employed by them. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in the City’s Professional Services Agreement. 27/160 PSA Page 1 of 9 Project Name AGREEMENT NO. A2019- FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND ____________________ BRIEF DESCRIPTION OF PROJECT THIS AGREEMENT, made and entered into this __th day of ___, 2019, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and ________________ hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1.SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re-do, at its own cost, any work which the City finds unsatisfactory due to Consultant’s or subcontractor’s errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law 2.STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have cont rol over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any mann er officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shal l observe and comply with all such laws and regulations affecting its employees. City and its 28/160 PSA Page 2 of 9 Project Name officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. Total compensation shall not exceed $_______. Payments shall be made within forty-five (45) days after receipt of each invoice as to all undisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 6.ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to tho se set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Man ager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel un der direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT. This Agreement will terminate on ____________, unless otherwise extended in advance and in writing 29/160 PSA Page 3 of 9 Project Name by the City Manager for an additional two (2) one-year renewal options. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory comple- tion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12.RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a)All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not b e released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obli- gation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by 30/160 PSA Page 4 of 9 Project Name Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b)Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any agreement or agreements with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. 13.DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 14.INDEMNIFICATION. (a)Consultant represents it is skilled in the professional calling necessary to perform the services and dutie s agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b)Indemnity For All Liabilities. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Consultant or to any othe r person for, and Consultant shall indemnify and hold harmless the lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, levies, costs and expenses of whatever nature, including reasonable attorneys' fees, expert witness fees and disbursements (“Claims”), to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault. Consultant’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, the parties agree to binding arbitration to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City; Consultant and City shall each pay half the arbitrator’s 31/160 PSA Page 5 of 9 Project Name fees. Notwithstanding the above, in the event one or more defendants to a Cla im is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with the City regarding unpaid defense costs. (c)Defense For All Non-Design Professional Liabilities. Notwithstanding the foregoing and without diminishing any rights of the City under Section 14(c), for any liability, claim, demand, allegation against City arising out of, related to, or pertaining to any act or omission of Consultant, but which is not a design professional service, Consultant shall defend, indemnify, and hold harmless Indemnitees from and against any and all damages, costs, expenses (including reasonable attorneys’ fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injury, property damage, or economic injury, and arising out of, related to, any concurrent or contributory negligence on the part of the Consultant, except for the sole or active negligence of, or willful misconduct of the City. (d)The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be indemnified or defended as called for in this Section 14. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b) and (c), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14 shall survive the expiration or earlier termination of this agreement. 15.INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, 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 Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise approved and accepted by the City Manager or his/her designee in writing. Consultant shall provide the following scope and limits of insurance: (1)Minimum Scope of Insurance. Coverage shall be at least as broad as: (a)Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b)Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or owned, hired, non-owned, scheduled, non-scheduled or rented vehicles, (or combination thereof dependent upon working being performed under contract), or equivalent forms subject to the written approval of the City. (c)Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance an d covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. 32/160 PSA Page 6 of 9 Project Name (d) Errors and omissions liability insurance appropriate to the Consultant's profession. (2)Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a)General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial Genera l Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b)Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c)Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (d)Errors and Omissions Liability: $1,000,000 per claim. If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the contract. B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1)All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2)General Liability and Automobile Liability Coverages. (a)City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b)Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, off icials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c)Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d)Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3)Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall 33/160 PSA Page 7 of 9 Project Name agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C.Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been compl ied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1)Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2)Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3)The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16.NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate o r grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relatin g to nondiscrimination. 17.UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 18.ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 34/160 PSA Page 8 of 9 Project Name 19.GOVERNING LAW . The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall tak e place in the San Bernardino County Superior Court. 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or subst itution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision m aking them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 23.NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Email: cityclerk@chinohills.org Consultant. Attention: Name Address City, State and Zip The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached 35/160 PSA Page 9 of 9 Project Name Exhibits; this Agreement supersedes any conflicting provisions. Any in consistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Services B. Exhibit B: Compensation 25. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF CHINO HILLS Cynthia Moran Mayor (INSERT COMPANY NAME HERE) (Signature) ATTEST: (Printed name/Title) Cheryl Balz City Clerk (Date) (Date) (Signature) APPROVED AS TO FORM: (Printed Name/Title) Mark D. Hensley City Attorney (Date) 36/160 PSA Page 1 of 9 Project Name AGREEMENT NO. A2019- FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND NAME OF COMPANY BRIEF DESCRIPTION OF PROJECT THIS AGREEMENT, made and entered into this ____ day of _______, 2019, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and___________ hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parti es agree as follows: 1.SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re-do, at its own cost, any work which the City finds unsatisfactory due to Consultant’s or subcontractor’s errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. 2.STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enab le Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and its 37/160 PSA Page 2 of 9 Project Name officers and employees, shall not be liable at law or i n equity as a result of any failure of Consultant to comply with this section. 4.PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. 5.COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. Total compensation shall not exceed $_____________. Payments shall be made within forty-five (45) days after receipt of each invoice as to all undisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 6.ADDITIONAL SERVICES OF CONSULTANT . Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in wri ting by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7.ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8.FACILITIES AND RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to thi s Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 38/160 PSA Page 3 of 9 Project Name 9.TERMINATION OF AGREEMENT. This Agreement will terminate on ___________, unless otherwise extended in advance and in writing by the City Manager for an additional two (2) one-year renewal options. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Consultant shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. 10.COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11.OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12.RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a)All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property locat ed within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no 39/160 PSA Page 4 of 9 Project Name obligation, to represent Consultant and/or be present at any deposition, hearing o r similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b)Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any agreement or agreements with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. 13.DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 14.INDEMNIFICATION. (a)Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b)Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of 40/160 PSA Page 5 of 9 Project Name property, economic loss or otherwise occurring as a result of or allegedly caused by the negligent or wrongful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any o f the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insuran ce shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's sole negligent or willful acts or omissions. 15.INSURANCE. A.Insurance Requirements. Consultant shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, 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 Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1)Minimum Scope of Insurance. Coverage shall be at least as broad as: (a)Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b)Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including cod e 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c)Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance appropriate to the Consultant's profession. (2)Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a)General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial Gen eral Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit . 41/160 PSA Page 6 of 9 Project Name (b)Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c)Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. (d)Errors and Omissions Liability: $1,000,000 per claim. If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the contract. B.Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1)All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2)General Liability and Automobile Liability Coverages. (a)City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles owned, leased or hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b)Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its off icers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c)Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d)Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3)Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C.Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original 42/160 PSA Page 7 of 9 Project Name endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, bet ween the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 19. GOVERNING LAW . The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 43/160 PSA Page 8 of 9 Project Name 20. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice by email, or upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Email: cityclerk@chinohills.org Consultant. Attention: Name Address City, State and Zip The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency 44/160 PSA Page 9 of 9 Project Name between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Services B. Exhibit B: Compensation 25. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above. CITY OF CHINO HILLS Cynthia Moran Mayor (INSERT COMPANY NAME HERE) (Signature) ATTEST: (Printed name/Title) Cheryl Balz City Clerk (Date) (Date) (Signature) APPROVED AS TO FORM: (Printed Name/Title) Mark D. Hensley City Attorney (Date) 45/160