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September 28, 2017
REQUEST FOR PROPOSAL (RFP)
2017-038-RFP-ENG
3W Pump Station / Secondary Bypass / MIPS Replacement
Preliminary Design
VALLEJO FLOOD & WASTEWATER DISTRICT
450 RYDER STREET
VALLEJO, CA 94590
Proposals Due
November 9, 2017 at 2:00 PM
Preliminary Meeting for all Consultants
October 9, 2017 at 1:00 PM
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1. INTRODUCTION
Vallejo Flood & Wastewater District (Vallejo Wastewater) is seeking proposals to provide professional engineering design services to investigate alternatives and complete a preliminary design report for wastewater treatment plant improvements. See Section 7 -
Background Information of this request for existing conditions and desired project outcome. To provide additional background information Vallejo Wastewater Staff will be hosting
a preliminary project meeting for all interested consultants on October 9, 2017 at 1:00
PM at 450 Ryder Street in Vallejo, CA. (Due to space limitations it is appreciated if
interested firms limit their attendance to two individuals per firm. Firms remaining
interested following the October 9th meeting will have another opportunity to schedule
a follow-up meeting with Vallejo Wastewater staff to discuss the project in further
detail.)
This is a request for engineering consulting firms to submit written proposals, including scope and cost of services, for a preliminary design Task Order to evaluate project alternatives and determine the project scope, phasing and costs in a Preliminary Design Report (PDR). Following completion of the PDR, Vallejo Wastewater intends to move forward with a final design Task Order for the project [or portion(s)/phase(s) thereof].
Vallejo Wastewater staff will evaluate the proposals and may interview short-listed firm(s). One consultant will be selected.
Task Order #1 will include the first phase of the design which is a PDR. The PDR will consider project alternatives, define the improvements, estimate project costs for budgeting purposes, and determine project phasing based on the selected project and available construction budget. The deliverable for Task Order #1 will be a PDR recommending the scope of the project based on the evaluation of alternatives, determine phasing of the project, and estimate project costs. The PDR effort in Task Order #1 is the only work to be scoped and costed in response to this Request for Proposals.
2. SCHEDULE OF ACTIVITIES:
RFP release: September 28, 2017 Preliminary Meeting: October 9, 2017 @ 1:00 PM
Meeting with Vallejo Wastewater Staff: As scheduled in advance
Inquiry Deadline: Proposals Due: Review Completed: Interviews (if necessary): Award PDR Task Order: Preliminary Design: Final Design: Bid Advertise:Construction:
November 2, 2017 @ 2:00 PM November 9, 2017 @ 2:00 PM November 22, 2017 December 2017 January 9, 2018 January 10 – June 30, 2018 July 1 – December 31, 2018 January 2019March 2019 - June 2020
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3. PRE-SUBMITTAL INQUIRIES AND POINT OF CONTACT:
A. Pre-Submittal technical inquiries shall be directed to Kyle Broughton [email protected], or (707) 651-7139.
B. Inquiries that result in an addendum to the RFP, will be emailed to each plan holder witha link to the addendum on our website. Consultants must include in their proposal, anacknowledgement of receipt of any and all addenda issued.
4. PROPOSAL SUBMISSION GUIDELINES:
A. Consultants shall submit five (6) paper copies and one (1) electronic copy (on a CD inPDF format) of their proposal. The proposal must be formatted in accordance with theinstructions of this RFP. Proposals must be enclosed in a sealed envelope or package,clearly marked: “2017-038-RFP-ENG- 3W Pump Station/Secondary Bypass/MIPSReplacement Project” and delivered to the District, Attn: Holly Charlety, at 450 RyderStreet, Vallejo, CA 94590.
B. Proposals received after the date and time specified shall not be considered. Facsimile,telephone, electronically transmitted, or verbal proposals will not be accepted.
C. Proposers are expected to examine all instructions included in this RFP. Failure to doso will be at the proposer’s risk.
D. All proposals shall be dated and signed by a representative authorized to enter intoagreements for the proposing consultant.
E. Expenses incurred in preparation of the proposal, site visits, or any other actions relatedto responding to this RFP shall be the responsibility of the consultant.
F. Upon Submittal to the District, all proposals, response inquiries, or correspondence
relating to or in reference to this RFP shall become the property of the District and is
subject to the Public Records Act.
a. Unless otherwise compelled by a court order the District will not disclose any
proposal while the District conducts its deliberative process in accordance with
the procedures identified in this RFP. However, after the District either awards
an agreement to a consultant, or the District rejects all proposals, the District
shall consider each proposal subject to the public disclosure requirements of the
California Public Records Act (California Government Code sections 6250, et
seq.), unless there is a legal exception to public disclosure.
b. If a consultant believes that any portion of its proposal is subject to a legal
exception to public disclosure, the consultant shall:
i. Clearly mark the relevant portions of its proposal “Confidential’; and
ii. Upon request from the District, identify the legal basis for exception from
disclosure under the Public Records Act; and
iii. Shall defend, indemnify, and hold harmless the District regarding any
claim by any third party for the public disclosure of the “Confidential”
portion of the qualifications submittal.
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5. MODIFICATIONS OR WITHDRAWAL OF PROPOSALS:
A. A proposal that is in the possession of the District shall only be altered by letter or emailaddressed to [email protected] , bearing the signature of the consultant’s
authorized representative, provided it is received prior to the RFP submission deadline.B. A proposal that is in the possession of the District may be withdrawn by the proposer up
to the time of the deadline for submission of proposals.
6. AWARD AND AGREEMENT INFORMATION:
A. The District hereby notifies all proposers that it will affirmatively ensure that minoritybusiness enterprises will be afforded full opportunity to submit proposals in response tothis invitation, and that no proposer shall be discriminated against on the grounds of age,race, color, sex, religion, creek, national origin, marital status, political affiliation, ordisability.
B. The consultant agrees that should it be awarded an agreement, the consultant shall notdiscriminate against any person who performs work thereunder because of age, race,color, sex, religion, creed, national origin, marital status, political affiliation, or disability.
C. The District reserves the right to reject any or all proposals and to waive anyirregularities if deemed in the best interest of the District to do so. The District will selectthe consultant that is determined by the District to be the most qualified. The District willbe the sole judge in making such a determination.
D. The successful consultant will be required to enter into and sign an agreement with theDistrict which will be in effect for the duration of the agreement period. A sampleagreement is attached to this RFP as Attachment C.
E. Vallejo Wastewater will evaluate and review the proposals, conduct interviews (ifnecessary) and the top-ranked consultant team will be contacted to begin negotiations.The project fee proposal envelope will be opened by the District to determine the level ofeffort and cost identified for each task. If negotiations with the top-ranked consultant arenot successful, the second-ranked consultant team will be invited to enter intonegotiations for the contract, and so on. After award of the Task Order, the consultantwill be notified and required to execute a Task Order to complete the work.
7. BACKGROUND INFORMATION:
Existing Condition:
Vallejo Wastewater’s treatment plant treats approximately 12 MGD and 60 MGD in dry
and wet weather conditions, respectively. The treatment plant produces disinfected
secondary effluent in two (2) separate chlorine contact treatment trains, “B” and “C”,
each discharging to separate outfall locations from separate pump stations located
within the treatment plant.
Train “B” effluent is pumped to the Mare Island Strait outfall directly west of the
treatment plant from the Mare Island Pump Station (MIPS). The existing MIPS
pump station is beyond its useful life and scheduled for replacement.
Train “C” effluent is pumped to the Carquinez Strait outfall 2 miles south of the
treatment plant from the Carquinez Strait Pump Station. The existing Carquinez
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pump station is reaching the end of its useful life and is scheduled for
rehabilitation/replacement.
The existing plant utility water (3W) pump station is located adjacent to, and is
supplied by/through chlorine contact tank “C”. The existing 3W pump station is
reaching the end of its useful life and is scheduled for rehabilitation/replacement.
The two outfalls are utilized separately, depending on seasonal operational modes and
permit requirements; one outfall is utilized during dry weather conditions, both in wet
weather conditions. The preferred operational scenario is to utilize the Mare Island Strait
outfall when one outfall is being used due to energy savings associated with pumping
(the Mare Island outfall is adjacent to the treatment plant, the Carquinez Strait outfall is 2
miles away).
Effluent flow is not metered; it is calculated based on plant influent flow and onsite 3W
use.
The treatment plant has no means to prevent non-permit compliant effluent discharges
to receiving waters if the treatment process is disturbed. Currently, when the treatment
process is disturbed, the only means to stop effluent discharge is to shut down the
headworks and surcharge the collection system upstream of the plant; this method is not
feasible during wet weather high flow conditions.
During storm events plant influent flow can exceed plant treatment capacity; in such
cases excess influent is conveyed to the 9 million gallon Ryder Street Basin where it is
held for later treatment. The basin is constructed with an overflow weir that directly
discharges plant influent to the Mare Island Strait when plant influent exceeds both
treatment plant capacity and the basin’s storage volume.
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Desired Outcome:
Vallejo Wastewater intends to investigate alternatives and costs to:
Replace and relocate MIPS; investigate feasibility and alternatives to combine
both effluent pump stations (MIPS and Carquinez Strait Pump Station).
Implement piping additions/changes, interties and valve additions such that each
chlorination contract train “B” and “C” can discharge to either outfall.
Implement piping additions such that non-permit compliant effluent from either
train can be conveyed to the Ryder Street Basin until treatment process
disruptions can be corrected, and the non-permit compliant effluent can be
recycled into the treatment process instead of discharged to the outfall(s).
Provide metering of effluent flows to both outfalls.
Install a (N) 3W pump station, or modify the existing 3W pump station, such that
it can be supplied by both chlorine contact trains “B” and “C”.
Investigate the feasibility and cost to decommission existing chlorine contact tank
“B” and construct a replacement chlorine contact basin in closer proximity to
chlorine contact tank “C” and the existing 3W pump station, allowing the 3W
pump station to be supplied by either chlorine contact tank.
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8. AVAILABLE DOCUMENTS:
Wastewater Treatment Plant Record Drawings will be provided to those in attendance at the
October 9, 2017 Preliminary Meeting
9. PROPOSAL FORMAT AND CONTENT:
In order to facilitate the evaluation of the proposals, consultants shall format their proposalsusing the following sections. Failure to include the requested information in the requestedformat may result in a determination that the proposal is non-responsive. The attachmentscontained in this RFP, table of contents, and tabs are not included toward the page maximum.
A. STATEMENT OF RESPONSIBILITY (SIGNATURE PAGE) – ATTACHMENT A Fill out and include Attachment A found in the RFP as an appendix
B. CERTIFICATE OF NON-COLLUSION – ATTACHMENT B Fill out and include Attachment B found in the RFP as an appendix
C. COVER LETTER – 2 page maximum.
Transmittal letter for the proposal and expression of interest in the project. The letter must be signed by the company officer(s) empowered to bind the firm, with the title of each (e.g., president, general partner).
D. ORGANIZATION AND STAFFING OF THE TEAM – 3 pages maximum (excluding resumes), including a team and staff organization chart.
The prime consultant and key subconsultants shall be clearly identified. The consultant’s complete name, business address, telephone number and website URL and the name and telephone number of the person the District should contact regarding the proposal. The project manager for this project should be clearly identified. Include resumes of any key project personnel or sub-consultant personnel (no more than 2 pages per resume) in an appendix to the proposal. This section should clearly define the roles and responsibilities of each team member listed in the organization chart. Describe the key team member’s experience, emphasizing experience with similar projects.
E. PROJECT APPROACH – 6 pages maximum.
Include a description of the key project elements/goals and how the proposed approach will manage the project expertly and in an efficient manner. Identify challenges that might be expected and possible solutions to resolving those challenges. The project approach should reference milestones in the project schedule. This section must also describe the consultant’s QA/QC review process.
F. DETAILED PROJECT SCOPE – 4 pages maximum.
The Consultant shall describe the scope of work and deliverables for each task that is part of Task Order #1. The scope of work shall reflect the cost estimate included in the separate sealed envelope and the schedule included in the consultant’s proposal.
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G. PROJECT SCHEDULE AND MANAGEMENT PLAN – 3 pages maximum.
The consultant shall provide a summary of milestones, constraints, and challenges and should clearly demonstrate the ability to complete the project within the proposed schedule. The consultant should describe a management plan to ensure coordination with all participants and that the project milestones are met.
H. PROJECT TEAM RESOURCE TABLE – 1 page maximum
A resource table reflecting the proposed resources for performing the work based on the project schedule shall be provided. For each month of work, the hours for each member of the project team (including subconsultants) shall be indicated in percentage of a “full time employee” (based on 160 hours per work month). Refer to sample table below.
I. EXCEPTIONS Please include a statement regarding exceptions to the sample contract. If no exceptions are included, the District will expect the Consultant will be able to sign the District’s contract and provide the required insurance and indemnification.
10. FORMAT OF COST PROPOSAL:
The consultant must itemize all costs, including per hour costs, directs costs, chargeable to the
District as described in this Section, in the separate Cost proposal, labeled “Cost Proposal”
The cost proposal shall be for Task Order #1 only and shall include for each of the major tasks:
personnel; estimated labor hours; and hourly rates for each member of the project team; project
expenses; sub-consultant costs; and total costs.
The cost proposal will not be opened until after each consultant’s proposal has been carefully
reviewed, interviews conducted (if required), and the consultant team deemed most qualified
has been selected. Only the cost proposal for the selected consultant team will be opened
and will form the basis of negotiations for the Task Order.
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The District reserves the right to reject any proposals and to accept the proposal or
proposals which in its sole and absolute judgment shall, under all circumstances, best serve
the interests of the District.
Vallejo Wastewater may require the consultant to submit additional data or information it
deems necessary to substantiate the costs presented by the consultant. The District may
also require the consultant to revise one or more elements of its proposal in accordance with
contract negotiations.
11. SELECTION PROCESS, CRITERIA AND SCORING
The District will have a Selection Committee for the evaluation of proposals. The selection ofa consultant and subsequent award will be based on the criteria contained in this RFP, andas demonstrated in the submitted proposal. Consultants should submit informationsufficient for the District to easily evaluate proposals with respect to the selection criteria.The absence of required information shall cause the proposal to be deemed non-responsiveand shall be cause for rejection.
Proposals will be scored on the following selection criteria:
SELECTION CRITERIA MAXIMUM POINTS
Organization and Staffing 25
Project Approach 35
Project Scope 20
Project Schedule and management plan 10
Team Resource Table 10
Total Points Possible 100
12. AGREEMENT:
A. Time is of the essence in awarding the agreement. The District reserves the right to
cancel any intent to award and proceed to the next consultant if the selected consultant
has not signed the agreement within two (2) weeks after the notification of intent to
award.
B. Execution of Contract
a. Upon the selection of a consultant and successful cost negotiations, the District
will prepare and submit an agreement to the successful consultant for signature.
(See sample agreement, as Attachment C, which contains required contractual
language.) In the event that the successful consultant fails, neglects or refuses
to execute the agreement within two (2) weeks after receiving a copy of the
agreement from the District, District may at its option terminate and cancel its
action in awarding the agreement and the agreement shall become null and void
and of no effect.
b. Incorporated by reference into the agreement which is to be entered into by the
District and the successful Consultant pursuant to this proposal will be (a) all of
the information presented in or with this proposal and the Consultant’s response
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thereto, and (b) all written communications between the District and the
successful Consultant.
13. REJECTION OF PROPOSALS:
The RFP does not commit the District to award an agreement, to pay any costs incurred in
the preparation of the proposal to this request, or to procure or contract for services or
supplies. The District reserves the right to accept or reject any or all proposals received as
a result of this request, to negotiate with any qualified source, or to cancel the RFP in part or
in its entirety, if it is in the best interest of the District to do so. The District may require the
proposer selected to participate in negotiations, and to submit such proposal as may result
from negotiation.
Any proposal submitted during this RFP process becomes the property of the District. The
District will not be liable for nor pay costs incurred by the respondent in the preparation of a
response to this RFP or any other costs involved including travel.
14. GENERAL CONDITIONS:
While the intent of the District is to award the agreement to the selected consultant, it
reserves the right to both either withdraw and/or not award an agreement at any time it so
desires. Costs incurred in the preparation of response to this RFP will not be reimbursed.
Limitations
1) The District has the authority to terminate the agreement upon written notice to the
consultant at any time during the period of the project if the District finds that the
consultant’s performance is not satisfactory.
15. LIST OF ATTACHMENTS:
Attachment A - Statement of Responsibility (signature page)
Attachment B - Certificate of Non-collusion
Attachment C - Sample Agreement for Professional Services
Attachment D – Insurance Requirements
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ATTACHMENT A
STATEMENT OF RESPONSIBILITY (SIGNATURE PAGE)
This Statement of Responsibility (Signature Page) shall be included with your submittal in order to validate your proposal. Proposals submitted without this page will be deemed non-responsive.
Consultant Authorized Representative
Company Name: ________________________________________ Date: ____________
Representative: __________________________________________________________
Title: __________________________________________________________
Phone: __________________________________________________________
Address: __________________________________________________________
Federal Tax ID: __________________________________________________________
RFP Contact Information (if different than above)
Contact Person: __________________________________________________________
Title: __________________________________________________________
Phone: __________________________________________________________
Email Address: __________________________________________________________
Certifications:
1. Do you agree to comply with specifications, RFP instructions, draft contract requirementsand other pertinent references contained in this RFP?
□ YES □ NO
2. Do you agree that the proposal will stand firm and will not be withdrawn for a period of 120days after the proposal is opened?
□ YES □ NO
3. Do you certify that all statements in the proposal are true? This shall constitute awarranty, which if falsified, shall entitle the District to pursue any remedy authorized
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by law, and shall include the right, at the option of the District, of declaring any agreement made as a result thereof to be void.
□ YES □ NO
4. Do you agree to provide the District with any other information the Districtdetermines is necessary for accurate determination of your qualifications to provideservices?
□ YES □ NO
5. Do you agree that the proposal amount includes all costs incident to the proposedcontract?
□ YES □ NO
6. Do you acknowledge receipt of any and all addenda issued for this RFP?
□ YES □ Not Applicable (No Addenda Issued)
Please list all addenda received:
___________________________
___________________________
___________________________
___________________________
___________________________
To the best of my knowledge and belief, the information provided in this initial determination of responsibilities is true and correct.
Authorized Representative: _______________________________________________ (printed name)
Signature: ____________________________________________________
Date: ____________________________________________________
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ATTACHMENT B
CERTIFICATE OF NON-COLLUSION
The undersigned certifies, under penalty of perjury, that this proposal has been made in good
faith and without collusion or fraud with any other person. As used in this certifications, the
word “person” shall mean any natural person, business, partnership, corporation, union,
committee, club, or other organization, entity, or group of individuals.
___________________________________
Name of Proposer
___________________________________
Signature of Authorized Representative
___________________________________
Date
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ATTACHEMENT C 1
AGREEMENT FOR PROFESSIONAL SERVICES 2
(specific project) (with construction risk) 3
4
BETWEEN VALLEJO SANITATION AND FLOOD CONTROL DISTRICT 5
6
AND 7
8
XXXXXX 9
10
This Agreement for Professional Services (“Agreement”) is entered into this XXth 11
day of XXXX, 20XX, by and between Vallejo Sanitation and Flood Control District, 450 12
Ryder Street, Vallejo, CA, hereinafter called "District," and XXXXXX, a California 13
[corporation] [general partnership] [limited partnership] [limited liability company] [sole 14
proprietorship], hereinafter called "Provider." This Agreement is entered into and is to be 15
performed in Solano County, California. 16
District has undertaken the XX project and has selected Provider to provide 17
professional services in connection with said project. 18
IT IS AGREED AS FOLLOWS: 19
ARTICLE 1. - EMPLOYMENT 20
District does hereby retain Provider as an independent contractor for professional 21
services, upon the terms and conditions set forth in this Agreement. Provider shall 22
perform its services and duties in conformance to and consistent with the standards 23
generally recognized as being employed by professionals in Providers’ field of expertise 24
in California. Without limiting the foregoing, Provider shall be responsible for the 25
compliance of Provider’s work product with all applicable building codes and other 26
applicable state, federal and local statues, ordinances and regulations. 27
ARTICLE 2. - SCOPE OF WORK AND CHANGES 28
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Provider will perform the services described in Exhibit “A,” attached hereto and 29
incorporated herein by this reference, subject to the satisfaction of the District Manager. 30
Provider agrees to provide all labor, materials, tools, equipment, transportation, services 31
and other items necessary to complete the work. District, without invalidating this 32
Agreement, may order changes in the work within the general scope of this Agreement 33
consisting of additions, deletions and other revisions, and the Provider’s compensation 34
and the contract time shall be adjusted accordingly. All such changes shall be authorized 35
in writing by District, and shall be undertaken by Provider only upon direction in writing 36
from District and after such changes and the charges or credits therefor, or the method 37
of calculating such charges or credits, have been approved by the District and a 38
memorandum thereof signed by District and Provider. The cost or credit to District 39
resulting from changes in the work shall be determined in accordance with the bid(s), firm 40
price quotation(s) amounts, fees and/or rates set forth in Exhibit “B.” If none of the 41
methods set forth in Exhibit “B” are applicable to the changes, the cost or credit to District 42
shall be determined by mutual agreement in writing. 43
ARTICLE 3. – REVIEW AND INVESTIGATION BY PROVIDER 44
Provider has reviewed the work to be provided and has made its own investigation 45
of the work and the physical characteristics of the work site. Provider has determined that 46
it has sufficient information to enter into this Agreement and to perform the work. Provider 47
agrees and acknowledges that district has made no representations or warranties 48
concerning the work to be provided and that Provider has relied solely upon its own review 49
and investigation in entering into this Agreement. 50
ARTICLE 4. – SCHEDULE 51
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Provider will at all times diligently prosecute the work on all tasks of this 52
Agreement. Provider shall not commence performance of services hereunder until 53
receipt of written notice to proceed. Any actions taken before such written notice are at 54
Provider's sole risk. [Add completion date, milestone dates, penalties for late 55
performance, etc., if applicable.] 56
ARTICLE 5. - COMPENSATION 57
Compensation for work hereunder shall be based on [the hourly rates of Provider's 58
personnel and equipment assigned to the project and the actual hours required, plus 59
actual and necessary expenses] [or other method such as fixed price]. Billing rates and 60
conditions shall be as set forth in Exhibit “B.” Provider shall not be paid more than the 61
total sum of $** for work under this Agreement without the prior written authorization of 62
District. 63
ARTICLE 6. – COMPLIANCE WITH LAWS 64
Provider shall have full and exclusive responsibility for compliance with all federal, 65
state and local requirements pertinent to its employees, methods and procedures in 66
connection with the work under this Agreement. Provider shall submit to District a 67
completed Internal Revenue Service, Department of the Treasury form W-9 (Request for 68
Taxpayer Identification Number and Certification) before commencing work under this 69
Agreement. 70
ARTICLE 7. – ASSIGNMENT AND SUBCONTRACTING 71
This Agreement shall not be assigned by either party, nor may Provider 72
subcontract any portion of the work hereunder, without first obtaining the written consent 73
of the other party. 74
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ARTICLE 8. – TERMINATION AND COMPENSATION UPON TERMINATION 75
Unless earlier terminated as provided below, this Agreement shall terminate upon 76
completion and acceptance by District of all professional services required by the Scope 77
of Work, Article 2 hereof. Acceptance of Provider’s work by District shall not operate as a 78
waiver or release as to any matters that are within Provider’s duties and obligations under 79
this Agreement. Upon termination of this Agreement, whether by way of District’s 80
acceptance of Provider’s services, for the convenience of District, or because of default, 81
the insurance and indemnity obligations of Provider as described in Articles 13 82
(Indemnity) and 14 (Insurance) hereof, as well as the terms of any warranties given by 83
Provider, and the provisions of Articles 9 (Claims) and 10 (Legal Fees) hereof, shall 84
continue in full force and effect. Upon termination, Provider shall, without delay, deliver to 85
District all documents and materials prepared or obtained in the performance of this 86
Agreement. 87
If District decides to abandon or indefinitely postpone the work or services 88
contemplated by this Agreement, District may terminate this Agreement upon written 89
notice to Provider. In such case Provider shall be paid for services satisfactorily rendered 90
prior to the termination, and the reasonable cost of assembling the required materials and 91
documents for delivery to District. 92
Either party may terminate this Agreement in the event of a substantial failure by 93
the other party to fulfill its obligations hereunder; provided, however, that the party alleged 94
to be in default shall be given an opportunity to cure the default as provided below. Notice 95
of intent to terminate shall be in writing and shall be given as provided in Article 18. The 96
notice shall describe the reasons for the intended termination. This Agreement shall not 97
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be terminated if the party alleged to be in default gives written notice of its intent to cure 98
the default within five (5) days after service of the notice of intended termination, and, in 99
addition, fully cures the default within fifteen (15) days after service of the notice of 100
intended termination. 101
Upon termination of this Agreement for default by either party, the parties will 102
attempt to negotiate an equitable adjustment in the price provided for in this Agreement. 103
In the case of default by Provider, Provider shall only be allowed, or, if the dispute goes 104
to arbitration, awarded, payment for services satisfactorily rendered prior to the 105
termination, and Provider shall be charged the difference between District’s costs to 106
correct and complete the work described in Exhibit “A” and the amount that District would 107
have paid to Provider if Provider had completed the work. District may recover such costs 108
of correcting and completing the work whether or not, at the time of the arbitration, the 109
work has actually been corrected and/or completed. In the case of default by District, 110
Provider shall only be allowed, or, if the dispute goes to arbitration, awarded, payment for 111
services satisfactorily rendered prior to the termination, costs reasonably and necessarily 112
incurred by Provider arising out of obligations and commitments undertaken by Provider 113
as a result of entering into this Agreement, and the reasonable cost of assembling the 114
required materials and documents for delivery to District. In no case, regardless of fault, 115
shall Provider be allowed or awarded amounts for anticipated profit, unperformed 116
services, or indirect costs such as overhead. 117
Nothing in the immediately preceding paragraph shall limit the parties’ rights 118
and remedies with regard to claims (1) for damages for death or bodily injury to persons, 119
injury to property, or other loss, arising out of negligence or professional liability, or (2) 120
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under the Workers’ Compensation laws, or (3) for breach of warranty, and nothing in this 121
Agreement shall waive or abrogate the provisions of the California Government Code 122
regarding claims against public entities. 123
ARTICLE 9. - CLAIMS 124
Any controversy or claim arising out of or relating to this Agreement, or the breach 125
thereof, shall be decided by arbitration administered by the American Arbitration 126
Association under its Construction Industry Arbitration Rules, and judgment on the award 127
rendered by the arbitrator may be entered in any court having jurisdiction thereof. The 128
arbitration shall be held in Solano County, California, unless the parties mutually agree in 129
writing to a different location. The case shall be heard and decided by a single arbitrator, 130
who shall render a reasoned award setting forth the legal, contractual and technical bases 131
thereof. 132
ARTICLE 10. - LEGAL FEES 133
In any arbitration or legal proceedings in connection with this Agreement (including 134
a petition to cause judgment to be entered upon an arbitration award) brought by either 135
party against the other to enforce any of the obligations hereunder or arising out of any 136
dispute concerning the terms and conditions of this Agreement, the losing party shall pay 137
the prevailing party such reasonable amounts for attorneys’ fees, costs of litigation and 138
other reasonable and necessary expenses incurred by the prevailing party in preparing 139
and presenting its case, as may be set by the arbitrator or by the court. 140
ARTICLE 11. - INTEGRATION 141
This Agreement and the attachments hereto represent the entire understanding 142
between District and Provider as to those matters contained herein. No prior or 143
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contemporaneous oral or written statement or understanding shall be of any force or 144
effect with respect to those matters covered hereunder. This Agreement may not be 145
modified or altered except in a writing signed by both District and Provider. In case of 146
inconsistency between this Agreement and the attachments and exhibits hereto, the 147
terms of this Agreement shall govern. Without limiting the generality of the foregoing, no 148
limitation of liability provision contained in the attachments or exhibits hereto shall be valid 149
or binding, unless it is separately signed or initialed by both District and Provider. 150
ARTICLE 12. - PROJECT MANAGER 151
Provider designates XXX who shall be responsible for the performance of the work 152
and for all matters relating to this Agreement. 153
Provider shall not replace the aforesaid individual without the consent of and prior 154
written approval of District, provided that such approval shall not be unreasonably 155
withheld and provided the person originally designated by Provider remain in the active 156
employ of Provider. 157
ARTICLE 13. – INDEMNITY 158
Provider agrees to indemnify, including the cost to defend, District and its officers, 159
agents and employees, from and against any and all claims, demands, costs or liability 160
that arise out of, or pertain to, or relate to the negligence, recklessness, or willful 161
misconduct of Provider and its agents and subcontractors in the performance of services 162
under this contract; however, this indemnity does not apply to liability 1) for damages for 163
death or bodily injury to persons, injury to property, or other loss, arising from the sole 164
negligence or willful misconduct of District, or District’s agents or independent contractors 165
Page 20 of 33
who are directly responsible to the District, or for defects in design furnished by those 166
persons, or 2) to the extent caused by the active negligence of District. 167
ARTICLE 14. - INSURANCE REQUIREMENTS FOR PROVIDER 168
Provider shall procure and maintain for the duration of the contract insurance 169
against claims for death or injuries to persons or damages to property that may arise from 170
or in connection with the performance of the work hereunder by the Provider, its agents, 171
representatives, or employees. Provider shall include all approved subcontractors as 172
insureds under its policies or shall furnish separate evidence of coverage and 173
endorsements for each subcontractor. All coverage for approved subcontractors shall be 174
subject to all of the requirements stated herein. With respect to General Liability and 175
Errors and Omissions, coverage shall be maintained for a period of ten (10) years after 176
contract completion. 177
Minimum Scope of Insurance 178
Coverage shall be at least as broad as: 179
1. Insurance Services Office Commercial General Liability coverage (occurrence 180
Form CG 00 01). 181
2. Insurance Services Office Form Number CA 00 01 covering Automobile Liability, 182
Code 1 (any auto). 183
3. Workers’ Compensation insurance as required by the State of California and 184
Employer’s Liability Insurance. 185
4. Errors and Omissions Liability insurance appropriate to the Provider’s profession. 186
5. Builder’s Risk (Course of Construction) insurance covering all risks of loss less 187
policy exclusions. 188
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Minimum Limits of Insurance 189
Provider shall maintain limits no less than: 190
General Liability (including operations, products and completed operations, as 191
applicable): 192
$2,000,000 per occurrence for bodily injury, personal injury, and property damage; plus 193
$3,000,000 Excess/Umbrellas Liability Coverage. If Commercial General Liability 194
insurance or other form with a general aggregate limit is used, either the general 195
aggregate limit shall apply separately to this project/location or the general aggregate limit 196
shall be twice the required occurrence limit. 197
Automobile Liability: 198
$2,000,000 per accident for bodily injury and property damage. 199
Worker’s Compensation: 200
As required by the State of California. 201
Employer’s Liability: 202
$1,000,000 per accident for bodily injury or disease. 203
Errors and Omissions Liability: 204
$2,000,000 per occurrence. 205
Builder’s Risk: 206
Completed Value of the project with no coinsurance penalty provisions. 207
If Provider maintains higher limits than the minimums shown above, District shall be 208
entitled to coverage for the higher limits maintained by Provider. 209
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Deductibles and Self-Insured Retentions 210
Any deductibles or self-insured retentions must be declared to and approved by District. 211
At the option of District, either: the insurer shall reduce or eliminate such deductibles or 212
self-insured retentions as respects the District, its officers, trustees, officials, employees 213
and volunteers; or Provider shall provide a financial guarantee satisfactory to District 214
guaranteeing payment of losses and related investigations, claim administration, and 215
defense expenses. 216
Other Insurance Provisions 217
A. The commercial general liability and automobile liability policies shall contain, or 218
be endorsed to contain, the following provisions: 219
1. The District, its officers, trustees, officials, employees and volunteers shall 220
be covered as additional insureds as respects: liability arising out of work or operations 221
performed by or on behalf of Provider; and automobiles owned, leased, hired or borrowed 222
by Provider. 223
2. For any claims related to this project, Provider’s insurance coverage shall 224
be primary insurance as respects the District, its officers, trustees, officials, employees, 225
and volunteers. Any insurance or self-insurance maintained by District, its officers, 226
trustees, officials, employees or volunteers shall be excess of Provider’s insurance and 227
shall not contribute with it. 228
3. The inclusion of more than one insured shall not operate to impair the right 229
of one insured against another insured, and the coverage afforded by the policy shall 230
apply as though separate policies had been issued to each insured. 231
Page 23 of 33
4. The referenced policies do not exclude explosion, collapse, underground 232
excavation hazards, or removal of lateral support. 233
5. Each insurance policy required by this Agreement shall be endorsed to state 234
that coverage shall not be canceled by the insurer or Provider, except after thirty (30) 235
days’ prior written notice by certified mail, return receipt requested, has been given to 236
District and subsequent coverage reviewed and accepted by the District is provided by 237
Provider. 238
6. Coverage shall not extend to any indemnity coverage for the active 239
negligence of the additional insured in any case where an agreement to indemnify the 240
additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil 241
Code. 242
7. If the services involve lead-based paint or asbestos 243
identification/remediation, the Contractors Pollution Liability policy shall not contain lead-244
based paint or asbestos exclusions. If the services involve mold 245
identification/remediation, the Contractors Pollution Liability policy shall not contain a 246
mold exclusion and the definition of “Pollution” shall include microbial matter including 247
mold. 248
B. If General Liability, Contractors Pollution Liability, Asbestos Pollution Liability 249
and/or Errors and Omissions coverages are written on a claims-made form: 250
1. The retroactive date must be shown, and must be before the date of this 251
Agreement the beginning of contract work. 252
2. Insurance must be maintained and evidence of insurance must be provided 253
for at least ten (10) years after completion of the contract work. 254
Page 24 of 33
3. If coverage is canceled or non-renewed, and not replaced with another 255
claims-made policy form with a retroactive date prior to the contract effective date, 256
Provider must purchase extended period coverage for a minimum of ten (10) years after 257
completion of contract work. 258
4. A copy of the claims reporting requirements must be submitted to the 259
District for review. 260
261
Acceptability of Insurers 262
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than 263
A: VII. Exception may be made for the State Compensation Insurance Fund when not 264
specifically rated. 265
Verification of Coverage 266
Provider shall furnish District with original certificates and endorsements effecting 267
coverage required by this Article. General Liability coverage shall be provided in the form 268
of an Additional Insured endorsement (CG 20 10 11 85 or equivalent) to Provider’s 269
insurance policy, or as a separate owner’s policy. All certificates and endorsements shall 270
be received and approved by District before work commences; failure to do so, however, 271
shall not operate as a waiver of these insurance requirements. District reserves the right 272
to require complete, certified copies of all required insurance policies, including 273
endorsements effecting the coverage required by these specifications at any time. 274
Waiver of Subrogation 275
Page 25 of 33
Provider hereby agrees to waive subrogation which any insurer of Provider may acquire 276
from Provider by virtue of the payment of any loss. Provider agrees to obtain any 277
endorsement that may be necessary to effect this waiver of subrogation. 278
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation 279
in favor of District for all work performed by Provider, its employees, agents and 280
subcontractors. 281
Subcontractors 282
Provider shall require and verify that all approved subcontractors maintain insurance 283
meeting all the requirements stated herein. 284
Event of Claim 285
Provider shall pay any deductible amount in the event there is a claim for which the insurer 286
is responsible. Provider’s indemnification obligation shall apply regardless of whether 287
Provider pays or the Provider’s insurance carrier pays the deductible amount. 288
ARTICLE 15. - OWNERSHIP OF WORK PRODUCT 289
All work product prepared by Provider pursuant to this Agreement shall become 290
the property of District. The work under this Agreement is work made for hire. Such work 291
product is not intended or represented to be suitable for reuse by District or others on 292
extensions of the services provided for the intended project or for any other project. Any 293
reuse without written permission, or without specific certification or adaptation by Provider 294
for a specific purpose, will be at District's sole risk and without liability to Provider. Any 295
such certification or adaptation will entitle Provider to further compensation at rates to be 296
agreed upon by District and Provider. 297
ARTICLE 16. – ADDITIONAL PROVISIONS FOR CONTRACTS WITH DESIGN 298
Page 26 of 33
PROFESSIONALS 299
This Article applies only to contracts between the District and architects and 300
engineers, for the design of public works and facilities. 301
It shall be the duty and obligation of Provider under this Agreement to prepare 302
design documents free from defects. 303
Provider has no control over the cost of labor, materials, equipment or services 304
furnished by others who are not subcontractors to Provider, or over a contractor's 305
methods of determining prices or other competitive bidding or market conditions or safety 306
conditions, practices or omissions on the site. Any cost estimates provided by Provider 307
will be made on the basis of its experience and judgment. Provider cannot and does not 308
guarantee that proposals, bids, or actual project construction costs will not vary from cost 309
estimates prepared by Provider. 310
Provider will not be responsible for means, methods, techniques, sequences, or 311
procedures of construction selected by construction contractors for the project or the 312
safety precautions and programs incident to the work of such contractors, and will not be 313
responsible for a contractor's failure to carry out work in accordance with the contract 314
documents. 315
Both District and Provider shall be named as additional primary insureds on the 316
project contractor's General Liability and Builders All Risk Insurance policies without 317
offset, and all construction documents and insurance certificates shall include wording 318
acceptable to the parties hereto with references to such provisions. 319
Page 27 of 33
ARTICLE 17. – PREVAILING WAGES 320
This Article applies only if District and Provider have separately initialed it 321
in the space provided at the end of this Article 17. 322
In no case shall Provider pay its workers less than the general prevailing rate of 323
per-diem wages for work of a similar character in the locality in which the work is 324
performed. Copies of the prevailing rates of per-diem wages for each craft, classification, 325
or type of worker needed to execute this Agreement are on file in the District’s office. 326
Provider shall keep certified payroll records meeting all the requirements of California 327
Labor Code section 1776, and shall maintain and make the certified payroll records 328
available for inspection as provided in section 1776. 329
330
District Provider 331
332
By:________ By:________ 333
334
ARTICLE 18. – NOTICES 335
Any notices required by this Agreement or arising hereunder shall be in writing and 336
shall be personally served on an officer or managing employee of the other party, or sent 337
by certified mail, return receipt requested, to the following addresses, or such other 338
addresses as the respective parties may hereafter designate in writing: 339
To the District: To the Provider: 340
341
Melissa Morton XXXX 342
District Manager 343
Vallejo Sanitation and 344
Flood Control District 345
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450 Ryder Street 346
Vallejo, CA 94590 347
348
349
350
Notices sent by certified mail shall be considered served three days after they are 351
postmarked. 352
ARTICLE 19. – BINDING ON SUCCESSORS 353
354
This Agreement shall inure to the benefit of and shall be binding upon the parties 355
hereto and their heirs, executors, administrators, successors and assigns. 356
ARTICLE 20. – WARRANTY OF AUTHORITY 357
Each person signing this agreement on behalf of a party to this Agreement 358
warrants that he or she has full authority to execute this Agreement on behalf of such 359
party and to bind the party to all the terms contained herein, and agrees that he or she 360
shall defend, indemnify and hold all others parties to this Agreement harmless from any 361
liability, costs and expenses incurred if this warranty is not true or if he or she does not 362
have the authority. 363
ARTICLE 21. – CONFIDENTIAL INFORMATION 364
Provider acknowledges that information transmitted by the District, constitutes 365
confidential information. Provider agrees to receive and maintain the confidential 366
information in confidence. Provider will not use the confidential information for its own 367
benefit or disclose it or otherwise make it available to third parties. Provider will take 368
reasonable steps to ensure that its subcontractors, employees, representatives and 369
agents comply with this provision. 370
ARTICLE 22. – SIGNATURES 371
This Agreement may be signed in counterparts, all of which together shall be 372
Page 29 of 33
considered one and the same Agreement. Signatures transmitted by facsimile or e-mail 373
shall be valid and binding, however, either party shall, upon request, promptly provide an 374
original signature as well. 375
376
VALLEJO SANITATION AND XXXXX 377
FLOOD CONTROL DISTRICT 378
379
380
BY: __________________________ BY: ____________________________ 381
Melissa Morton, Manager (Name, Title) 382
383
384
Date: _________________________ Date: ___________________________ 385
386
387
ATTEST: ______________________ 388
Holly M. Charléty, District Clerk 389
390
391 This agreement was only altered for scope and provider__________ 392 393
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H:\DIRECTOR COORESPONDENCE\Insurance & Indemnification Language\2010 I & I Language\Ins Req for Prof & On-call Prof.Consultants 2010.DOC June 2010
Attachment DVALLEJO SANITATION & FLOOD CONTROL DISTRICT
Insurance and Indemnification Requirements for Professional Consultants
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrenceForm CG 00 01).
2. Insurance Services Office Form Number CA 00 01 covering AutomobileLiability, Code 1 (any auto).
3. Workers’ Compensation insurance as required by the State of California andEmployer’s Liability Insurance.
4. Errors & Omissions Liability insurance appropriate to the Consultant’sprofession. Architects’ and Engineers’ coverage shall be endorsed to includecontractual liability.
Minimum Limits of Insurance Consultant shall maintain limits no less than:
1. General Liability:(Including operations, products andcompleted operations, asapplicable.)
2. Automobile Liability:
3. Employer’s Liability:
4. Errors & Omissions Liability:
5. Contractor’s Pollution Liabilityand/or Asbestos Pollution Liability(if applicable):
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
per accident for bodily injury and property damage.
each accident, $1,000,000 policy limit for bodily injury by disease, $1,000,000 each employee for bodily injury by disease.
per occurrence.
each occurrence/$2,000,000 policy aggregate
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H:\DIRECTOR COORESPONDENCE\Insurance & Indemnification Language\2010 I & I Language\Ins Req for Prof &
4. A copy of the claims reporting requirements must be submitted to the District for review.
On-call Prof.Consultants 2010.DOC June 2010
g payment of losses and related investigations, claim administration and defense xpenses.
omobile Liability policies shall contain, or be endorsed to contain, the following provisions:
Th e Liability policies shall contain, or be endorsed to
ed as
rts
olicy.
and
volunteers shall be excess of the Contractor’s insurance
by the policy shall apply as
ter thirty (30) days’
dditional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
Pollution Liability and/or rrors & Omissions coverages are written on a claims-made form:
shown, and must be before the date of the contract or the
nce must be provided for at least ten
period coverage for a minimum of ten (10) years after
Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the District. At the option of the District, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects the District, its officers, trustees, officials, employees and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the District guaranteeine Other Insurance Provisions The Commercial General Liability and Aut
e General Liability and Automobilcontain, the following provisions: 1. The District, its officers, trustees, officials, employees and volunteers shall be cover
insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, paor equipment furnished in connection with such work or operations. General Liability coverage shall be provided in the form of an Additional Insured endorsement (CG 20 10 11 85 or equivalent) to the contractor’s insurance policy, or as a separate owner’s p
2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the District, its officers, trustees, officials, employees,volunteers. Any insurance or self-insurance maintained by the District, its officers, trustees, officials, employees, orand shall not contribute with it.
3. The inclusion of more than one insured shall not operate to impair the right of one insured against another insured, and the coverage affordedthough separate policies had been issued to each insured.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled by either the Contractor or the insurer, except afprior written notice has been provided to the District.
5. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the a
If General Liability, Contractors Pollution Liability and/or AsbestosE
1. The retroactive date must bebeginning of contract work.
2. Insurance must be maintained and evidence of insura(10) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Consultant must purchase an extended completion of contract work.
Page 32 of 33
H:\DIRECTOR COORESPONDENCE\Insurance & Indemnification Language\2010 I & I Language\Ins Req for Prof & On-call Prof.Consultants 2010.DOC June 2010
remediation, the ContractorsPollution Liability policy shall not contain a mold exclusion and the definition of
clude microbial matter including mold.
a current A.M. Best’s rating of no less than A:VII, nless otherwise acceptable to the District. Exception may be made for the State Compensation
specifically rated.
ll
s,
or set
same upon Contractor’s payment of $150.00 per non-ompliant endorsement submitted. District may, in its sole discretion, accept or reject any
ant endorsement.
ontractor shall require and verify that all subcontractors maintain insurance meeting all the in.
The Workers’ ompensation policy shall be endorsed with a waiver of subrogation in favor of the District for
rformed by the Consultant, its employees, agents and subcontractors.
d or
y
caused by the active negligence
of District. Contractor’s obligation to indemnify District shall survive the completion and/or termination of this project to the fullest extent allowed by law.
5. If the services involve lead-based paint or asbestos identification/remediation, theContractors Pollution Liability policy shall not contain lead-based paint or asbestosexclusions. If the services involve mold identification/
“Pollution” shall in
Acceptability of Insurers Insurance shall be placed with insurers withuInsurance Fund when not
Verification of Coverage Consultant shall furnish the District with original certificates and amendatory endorsements effecting coverage required by these specifications. The endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General Liability coverage shabe provided in the form of an Additional Insured endorsement (CG 20 10/11/85 or equivalent) tothe Consultant’s insurance policy, or as a separate owner’s policy. All endorsements shall be received and approved by the District before work commences. However, failure to do so shall not operate as a waiver of these insurance requirements. As an alternative to the District’s formthe Consultant’s insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. If Contractwishes to submit any endorsements that do not strictly comply with District’s requirements asforth above, District will review thecsuch non-compli
Subcontractors Crequirements stated here
Waiver of Subrogation Consultant hereby agrees to waive subrogation which any insurer of Consultant may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.Call work pe
Indemnity Contractor agrees to indemnify, including the cost to defend, District and its officers, agents anemployees, from and against any and all claims, demands, costs or liability that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of contractor and its agents and subcontractors in the performance of services under this contract; however, this indemnity does not apply to liability 1) for damages for death or bodily injury to persons, injurto property, or other loss, arising from the sole negligence or willful misconduct of District, or District’s agents or independent contractors who are directly responsible to the District, or fordefects in design furnished by those persons, or 2) to the extent
Page 33 of 33