CITY OF CARLSBAD REQUEST FOR PROPOSAL

FOR

D-25 Under Sidewalk Drain Inspection and as needed Cleaning Services

RFP # 15-02

Public Works 405 Oak Ave.

Carlsbad, CA 92008

Questions relative to this program should be directed in writing to: Clayton Dobbs, Project Manager, clayton.dobbs@carlsbadca.gov or fax (760) 720-9562.

Questions relative to the bid process in general should be directed to: John DeRego, Senior Contract Administrator at john.derego@carlsbadca.gov.

THE CITY OF CARLSBAD ENCOURAGES THE PARTICIPATION OF MINORITY- AND WOMEN-OWNED BUSINESSES

Release Date: June 29, 2015

Due Date: July 27, 2 PM 2015

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City of Carlsbad, California PROPOSAL PACKAGES ARE DUE PRIOR TO:

July 27, 2015 @ 2:00 P.M.

Submit original proposal plus four (4) copies. Proposal must be received at City of Carlsbad, 405 Oak Avenue, Carlsbad, CA 92008 Attn: Clayton Dobbs not later than 2:00 p.m. on July 27, 2015. Late proposals will be returned unopened. Mark the outside of the envelope “RFP #15-02 D-25 Under Sidewalk Drain Inspection and As Needed Cleaning Services.”

FOR ADDITIONAL INFORMATION CONCERNING THIS PROPOSAL PLEASE CONTACT:

Clayton Dobbs

Project Manager 405 Oak Ave., Carlsbad, CA 92008

clayton.dobbs@carlsbadca.gov Fax (760) 720-9562

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CITY OF CARLSBAD, CALIFORNIA

Table of Contents

Section 1 Background and General Information

Section 2 Scope of Work

Section 3 Terms and Conditions

Section 4 Submission Requirements

Section 5 Appendices

(Remainder of Page Intentionally Left Blank)

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PART I BACKGROUND AND GENERAL INFORMATION 1.0 GENERAL INFORMATION

The City of Carlsbad is issuing this Request for Proposal (RFP) for D-25 under sidewalk drain inspection and as needed cleaning. This program will be administered through the Public Works Department.

The City of Carlsbad is located 35 miles north of the City of San Diego on the southern California coast. The City encompasses approximately 42 square miles and has a population over 90,000. Industries in the area include a major regional shopping center, 21 auto dealers, 32 hotels offering 3,500 rooms for tourist lodging, high technology, multimedia and biomedical businesses, electronics, golf apparel and equipment manufacturers, several business and light industry parks, and numerous land developers building single and multi-family housing in a variety of community settings. Carlsbad residents enjoy the benefits of a full service City.

The City of Carlsbad incorporated in 1952 and it is a general law city. It is a municipal corporation following the Council-Manager form of government. The combined operating budget for the City is over $200 million. The City currently has approximately 675 full time employees spread over 30 locations throughout the City.

2.0 INTRODUCTION

The City of Carlsbad seeks to contract inspection and as needed cleaning on all City owned D-25 under sidewalk drains. There are approximately 600 units located throughout the city.

3.0 RFP SCHEDULE

The following is a list of the activities relevant to the RFP process. The City of Carlsbad reserves the right to change these dates and will notify contractors if this occurs. There will be a MANDATORY Pre-Bid meeting June 17, 2015 at 10:00 am, at 405 Oak Ave., Carlsbad, CA 92008. RFPs will only be accepted from companies with representatives in attendance.

Please note the following critical projected dates when preparing your response to this RFP:

Activity Date

Release of RFP 06/29/2015

Mandatory Pre-Bid Meeting: To any answer questions regarding

D-25 under sidewalk drain inspection and cleaning RFP 07/15/2015

10:00 a.m.

Questions must be submitted by 7/17/2015

2:00 p.m.

Questions will be responded to by 07/23/15

Vendor Proposal Submittal Date 07/27/2015,

2:00 p.m.

Vendor Evaluation Process Begins 08/03/2015

Evaluation and selection of vendor does not mean a contract will be

awarded as this is a request for proposals only.

Aug 2015

Estimated Projected Project Start Date (Based on Vendor

Negotiation)

Sept 2015

Note: All dates except release of RFP, deadline to submit questions and RFP due date, are tentatively scheduled and are subject to change.

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4.0 PROPOSAL SUBMISSION INFORMATION

Proposals are due July 27, 2015, at 2:00 p.m. Proposals must be sealed and returned in an envelope. Proposal Costs, Appendix I, should be submitted in a separate sealed envelope marked “PROPOSAL COSTS”, along with the Vendor’s name. Additional books or manuals may be shipped separately, but should be received prior to the proposal opening date and time. Proposals must be submitted to:

City of Carlsbad Public Works Attn: Clayton Dobbs 405 Oak Ave Carlsbad, CA 92008

No proposals will be accepted after the due date and time. Failure to follow all proposal preparation instructions may be cause to consider your proposal non-responsive.

All proposals must be submitted in writing. No telegraphic, faxed, e-mailed, or telephone offers will be accepted. The City of Carlsbad reserves the right to reject any or all proposals. If this RFP is amended, the addendum will be sent to each contractor that has attended the mandatory pre-bid meeting in writing. No oral amendments will be considered or acknowledged. It is the responsibility of each Contractor to ensure that they have received all addenda issued on this RFP. Contractors are required to acknowledge receipt of each amendment in their proposal cover letter.

5.0 AWARD

Award will be recommended to the contractor who submitted best value proposal that scores highest overall against weighted evaluation criteria in the opinion of the City’s selection committee. Areas of evaluation will include: Cost: Total value of bid submitted. Cost will be scored on a scale of 1 to 5. The apparent low bidder will be awarded 5 points as will any other bidder within 5% of the apparent low bidder. Bidders not within this range will be scored as follows:

1. > 5% to 10% above the apparent low bidder will receive 4 points. 2. > 10% to 15% above the apparent low bidder will receive 3 points. 3. > 15% to 20% above the apparent low bidder will receive 2 points. 4. Bidders in excess of 20% above the low bidder will receive 1 point.

Experience of Contractor’s Staff: This rating will be determined by an evaluation of the dedicated contractors’ experience in providing the service as requested in the bid. Rating will be determined by a review of the contractors’ qualifications including experience, training, education and references. Additional points may be awarded (not to exceed the maximum of 5) if the contractor(s) has had a positive experience with the City of Carlsbad in the past or currently. The

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proposed ratings will be based upon the City’s selection committee’s analysis of the Contractor and will be scored as follows:

1. Contractors that are exceptionally qualified will receive 5 points. 2. Contractors that are very highly qualified will receive 4 points. 3. Contractors that are highly qualified will receive 3 points. 4. Contractors that are above the minimum standard will receive 2 points. 5. Contractors that meet the minimum standard will receive 1 point. 6. Contractors that do not meet the minimum standards will receive 0 points.

Capability of Contractor: 1. How quickly the Contractor can begin work for the City of Carlsbad; e.g., Contractor has

resources to begin work immediately without the need to hire additional staff and/or purchase equipment.

2. The Contractor’s performance on City of Carlsbad’s or other similar projects for other Agencies or Companies.

3. The financial solvency and strength of the Contractor. 4. Number and types of equipment the Contractor owns or leases for the performance of his work. 5. The length of time the Contractor has been in business. 6. The Contractor’s safety record. 7. The Contractor’s demonstrated ability to follow the procedures outlined in the Contract

Documents, Pre-bid Meeting and the Facility Walk-Through or any other criteria that would indicate the Contractor’s ability or inability to perform as required.

Professionalism of Contractor: 1. Interaction with the City of Carlsbad, other Agencies or Companies, the appearance of the

Contractors forces (uniforms, clearly marked service vehicles etc.). 2. References of previous performance by the Contractor in these areas. 3. Information gained in regards to the thoroughness of the work previously performed, attention to

details, correct billings, quality of service reports or any other criteria that would indicate the Contractor’s ability or inability to perform as required.

Innovation: Information included by the Contractor in the bid or any other criteria that would indicate the Contractor’s innovative approach to providing services as requested in the bid. The City of Carlsbad reserves the right, before awarding the contract, to require a contractor to submit such evidence of qualifications as deemed necessary, and may consider information available to it of the financial, technical, and other qualifications and abilities of a contractor, including past performance with other governmental agencies in making award in the best interest of the City of Carlsbad. The City expects that it will enter into a one-year contract with the optional four one-year performance-based extensions that may be awarded upon annual evaluation of program and subject to satisfactory performance. Based upon that annual review and contractor performance, the program outlined below may be modified. Any modifications would require City and contractor agreement.

The City of Carlsbad reserves the right to reject any and all D-25 under sidewalk drain inspection and as needed cleaning proposals for any reason.

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“BEST VALUE” EVALUATION SHEET

MINIMUM CRITERIA WEIGHT SUPPLIER A SUPPLIER B SUPPLIER C

Score Total Score Total Score Total Cost – total value of bid 30%

Experience – service requested

20%

Capability – when can begin work

20%

Professionalism – interaction with other agencies

15%

Innovation – innovation approaches to providing services

5%

TOTAL SCORES

6.0 NUMBER OF PROPOSALS

One signed original and four (4) copies of the proposal are to be sealed in one package and clearly labeled, “RFP # 15-02 D-25 Under Sidewalk Inspection and As Needed Cleaning.” And one separate envelope marked “Proposal Costs”. The legal name, address, contractor contact person, and telephone number shall also be clearly annotated on the outside of the package.

7.0 RETENTION OF PROPOSALS

All proposals submitted become the property of the City of Carlsbad and therefore will be a public record. The City of Carlsbad will retain one copy of each proposal submitted for a period of three years.

8.0 CONTRACTOR COMMUNICATION

After the RFP issue date, all communications between the contractor and the City of Carlsbad must be in writing. No oral communications, questions, notices, or clarifications will be accepted or acknowledged.

9.0 SUBMITTING QUESTIONS

Questions must be submitted by e-mail no later than 2:00 p.m., on July 17, 2015. The City will not respond to written correspondence after that date. In addition, no telephone questions or

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answers will be allowed. Contractors should refer to the specific RFP number and page and should quote the passage being questioned. City representatives will respond to submitted questions in writing to all interested contractors. Questions relative to this RFP or the D-25 under sidewalk drain inspection and as needed cleaning program must be directed to: Clayton Dobbs, Public Works Supervisor (E-mail: clayton.dobbs@carlsbadca.gov). All questions received will be responded to by July 23, 2015.

10.0 PERMITS AND LICENSES

The contractor shall be responsible for obtaining any necessary permits and licenses, including a City of Carlsbad Business License, and shall comply with all local codes and ordinances without additional cost to the City. Contractor will be responsible for all traffic control devices and right-of-way permits for each job site.

11.0 REGULATIONS AND ORDINANCES

The contractor is required to be familiar with all federal, state, and local laws, ordinances, code rules and regulations that may in any way affect the work. Ignorance on the part of the contractor shall in no way relieve contractor from responsibility.

12.0 WAIVER

Acceptance by the City of any non-compliance of the contractor does not constitute a waiver of any rights under this agreement.

13.0 DEFAULT

In the event that the awarded contractor should breach this agreement the City reserves the right to seek all remedies in law and/in equity.

14.0 CORRECTION

All price corrections must be initialed. This includes the use of correction fluid (whiteout) or any other method of correction.

15.0 PERFORMANCE REVIEW

The City may review, at any time, the services provided and reports submitted, to verify that the D-25 under sidewalk drain maintenance program is, in fact, being properly and adequately performed. Any lack of or deficiencies in the performance of the services shall be submitted to the contractor in writing for correction.

For problems or deficiencies of significant importance or of a continual nature, a time period of compliance shall be established after discussion and mutual agreement. Failure of the contractor to correct the deficiencies within the time period agreed upon shall constitute cause for termination of the services and/or withholding of payment.

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PART II – SCOPE OF WORK 1.0 GENERAL

A. Best Management Practices Contractor will incorporate and comply with all applicable Best Management Practices (BMPs) during the completion of this agreement utilizing the latest addition CASQA. (California Storm Water Quality Association) handbook for guidelines. All work must be in compliance with the San Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal Code and the City of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) and Water Quality Improvement Plan (WQIP) incorporated herein by reference. Both are available on the Internet for viewing.

B. Traffic Control

All work shall be conducted in a manner with minimal disruption in traffic flow. When sidewalk or parking restrictions are necessary, Contractor will place traffic control devices in accordance with city standards and in accordance with the CA Manual on Uniform Traffic Control Devices (MUTCD). If parking must be restricted, temporary “No Parking” signs will be placed a minimum of 72 hours prior to the start of work, all temporary signs will be provided by contractor.

2.0 ROUTINE INSPECTION AND CLEANING

A. D-25 Under Sidewalk Drains Contractor will inspect and clean each D-25. Cleaning consists of removing all human generated trash, sediment, sand and debris, pressure washing the box and under sidewalk drainage area and recapturing all waters and sediment. The entire structure and the 10 foot R.O.W. will be clean of all human generated trash, sediment and debris. All city owned D-25 structures will be cleaned photographed and entered into the City database annually. A partial map with D-25 structures located on it will be included for bidding purposes only. Contractor will be required to take a pre & post cleaning photograph, with the structure ID number on plaque next to the structure. Photographs shall be a minimum of 6 megapixels and shall be submitted to the city as a .jpeg file.

B. Inspection Lids and Grates Contractor will be responsible for properly opening stuck inspection lids and grates without damaging the support structure. If an inspection lid or grate must be damaged in order to get access to clean a location, the contractor shall notify City staff before work commences in order to acquire a replacement inspection lid or grate.

C. Equipment Contract will provide cleaning and removal of debris with hand tools and a late model pressure washer and vacuum recovery truck. All of the debris will be recovered and disposed of at the contract managers authorized location.

D. Recordkeeping Contractor shall complete the “D-25 Under Sidewalk Drain Inspection and as needed Cleaning” documents provided by the City (sample attached) listing the location cleaned, and the type and amount of debris removed. Including before and after photographs. The report including

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all structures cleaned and inspected with the amount of debris removed will be turned in within a timely manner.

E. Waste Disposal Contractor shall properly dispose of all waste material for testing at city designated dumping facility, located at 2400 Tamarack Ave. No material or debris shall be discharged through the drain conveyance. Cleaning water can be decanted into the sewer system without use of a pre-approved filter sock, reporting documentation will be provided by the City for the amount of water decanted into the City’s sewer system. City staff member must approve required filter sock.

F. Illicit and/or Hazardous Materials Contractor will immediately notify City staff of any evidence of illicit and/or hazardous materials discovered during the course of conducting work.

3.0 “ON-CALL” SPOT CLEANING

Periodically, Contractor may be asked to perform cleaning at locations, infrastructure, and/or frequencies in addition to those specified as routine. The bid should be based on one time instances and not based on bulk cleanings like the routine maintenance and cleaning. Contractor will respond and perform the duties specified within three working days unless otherwise instructed by the Public Works Director or designee.

4.0 MAINTENANCE SCHEDULE

The Project Manager will direct all normally scheduled inspection and cleaning, the Contract Manager will provide contractor with specific weekly/daily locations where the work will be done.

5.0 FUTURE ADJUSTMENTS For additions to the routine cleaning areas, Contractor will be compensated at the unit rate in the bid schedule. Deletions from the routine cleaning areas will be prorated at the unit rate for that type of cleaning in accordance with the unit price bid in the bid schedule. “On Call” Spot Cleaning services will be paid at the unit price for actual quantities cleaned.

PART III – TERMS AND CONDITIONS See the City’s standard agreement, which is attached hereto as Appendix II for the terms and conditions. In addition to agreement to the City’s standard terms and conditions, contractors must provide a

statement agreeing to the terms and conditions or state objections to them. In the absence of objections, the City will assume contractor concurrence. These terms and conditions will form the basis of key sections of the required Agreement between the City and the successful contractor. Please review the attached standard agreement carefully, if your firm cannot comply with all of the terms and conditions of the agreement please do not submit a proposal.

The Agreement shall be governed by and construed in accordance with the laws of San Diego County

and in the State of California.

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PART IV – SUBMISSION REQUIREMENTS 1.0 CONTRACTOR’S QUALIFICATIONS

A. Company Name, address, telephone number, fax number, email, and contact for the Project

Manager who will coordinate the program and serve as the City’s principle point of contact (including title, telephone number and email). Contact person shall be familiar with the program being proposed, and shall have the authority to negotiate on behalf of their company, and obligate their company to any agreements reached.

B. Organization of firm: Corporation ( ) Partnership ( ) Sole Proprietorship ( ) Other ( )

C. Provide a brief description of recent qualifications and experience that demonstrate the

ability to perform the desired work successfully. Additionally, please provide a list of references for comparable work you have performed in the last 3 years. The city reserves the right to contact any or all references provided as part of the vendor selection process.

D. List all firm’s Officers and Title: Name Title

_________________________________ __________________________ _________________________________ __________________________ _________________________________ __________________________ _________________________________ __________________________

2.0 OTHER REQUIREMENTS

The contractor must also submit in his/her proposal the following information to be considered for this agreement.

A. Provide a description, broken down by key tasks, of your approach to completing the services

specified in this proposal. Describe any innovative techniques or streamlined methods that your team will offer the City to perform the work within budget and on schedule.

B. A schedule for performing each task described in the scope of work section. Provide a detailed

timetable for completion of all proposed activities; this should be as specific as possible and list each step, the cost for completion of that step and a proposed deadline for step completion.

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3.0 CONTRACTOR’S PROPOSED COST OF SERVICE:

The matrix in Appendix I describes the items upon which the City requests a proposal. Please note that the numbers listed in the “Quantity and Units” category of the matrix below are estimates only, and will not be used for any purpose other than to compare proposals received in response to this Request for Proposal. The actual payments made to the Vendor will be based on the Vendor’s actual work performed for the City consistent with the terms and conditions of the contract documents.

(Remainder of Page Intentionally Left Blank)

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PART V – APPENDICES APPENDIX I-Proposal

*base unit cost utilizing singular occurrences.

(Remainder of Page Intentionally Left Blank)

Item No. Description *Estimated

Quantity and Units Unit Price Total

1.

D-25 Under Sidewalk

Inspection and as needed Cleaning per Attached Maintenance Schedule

600 ____________ (Price per Unit)

__________________ (multiply price per unit

by 600)

2. On-Call Spot Cleaning As Requested in Addition to

Routine Cleaning *20

____________ (Price per Unit)

__________________ (multiply price per unit

by 20 )

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APPENDIX II-Sample City of Carlsbad Contract SAMPLE AGREEMENT FOR D-25 UNDER SIDEWALK DRAIN INSPECTION

AND CLEANING SERVICES Agreement No. PW (Insert Name of Contractor)

THIS AGREEMENT is made and entered into as of the ______________ day of

_________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ______________________________, a _______________, ("Contractor").

RECITALS

A. City requires the professional services of a

_______________________________ that is experienced in _______________. B. Contractor has the necessary experience in providing professional services

and advice related to ___________________________. C. Contractor has submitted a proposal to City and has affirmed its willingness

and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants

contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one from the date first above written. The City Manager may amend the Agreement to extend it for four additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ____________ dollars ($_________). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the

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City elects to extend the Agreement, the amount shall not exceed ________________________________________ dollars ($_________) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered

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workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus line insurer on the State of California’s List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.

10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit.

10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's

work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage.

10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation

limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.

10.1.4 Professional Liability. Errors and omissions liability appropriate to

Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:

10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.

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10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.

10.2.3 This insurance will be in force during the life of the Agreement and any

extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.

10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement.

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For City For Contractor

Name Name

Title Title

Department Address

City of Carlsbad

Address Phone No.

Email

Phone No. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the

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problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

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23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal

corporation of the State of California

By: By:

(sign here) [INSERT TITLE OF PERSON AUTHORIZED TO SIGN (City Manager

or Mayor or Division Director as authorized by the City Manager)]

(print name/title) ATTEST:

By:

(sign here) BARBARA ENGLESON City Clerk

(print name/title)

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If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney

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EXHIBIT “A”

SCOPE OF SERVICE

Itemized list of what Contractor will do for City and at what price.

(END OF REQUEST FOR PROPOSAL)

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