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CC SR 20201104 F - JLHA Agreement Extension CITY COUNCIL MEETING DATE: 11/04/2020 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to extend the existing professional services agreement with John L. Hunter & Associates, Inc. for stormwater quality consulting services. RECOMMENDED COUNCIL ACTION: (1) Authorize Amendment No. 1 to the John L. Hunter & Associates, Inc. contract extending the term to June 30, 2021 and increasing the Fiscal Year 2020-21 contract amount by $443,260 thereby changing the not-to-exceed total contract amount from $690,784 to $1,134,044, a cost shared by other Peninsula agencies; (2) Approve additional appropriation of $213,537 for FY 20-21. (3) Authorize the Mayor and City Clerk to execute the amendment. FISCAL IMPACT: The services provided by John L. Hunter & Associates, Inc. for stormwater quality consulting is shared by the four Peninsula cities. The amount of $120,000 is budgeted for FY 2020-21 for Rancho Palos Verdes. An additional appropriation in Measure W of $213,537 is requested for the City’s share of the cost. Amount Budgeted: $120,000 in FY 20-21 Additional Appropriation: $213,537 Account Number(s): 101-400-3130-5101 ($120,000) (General Fund-Storm Water Quality/Professional Services) 343-400-3130-5101 ($213,537) (Measure W-Storm Water Quality/Professional Services) ORIGINATED BY: Charles Eder, PE, Senior Engineer REVIEWED BY: Ramzi Awwad, Deputy Director of Public Works APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 1 to John L. Hunter & Associates (page A-1) B. Existing Professional Services Agreement with John L. Hunter & Associates, Inc. (page B-1) 1 BACKGROUND: The Los Angeles County Regional Water Quality Control Board regulates the discharge of pollutants into the watershed through a permit called the Municipal Separate Storm Sewer (MS4) Permit. To meet the requirements of the MS4 Permit, a program of monitoring, data analysis, and data reporting is required. The City contracted with John L. Hunter & Associates, Inc. (John L. Hunter) to perform these professional services (Attachment B). The contract includes shared services that the City administers on behalf of other Peninsula agencies, with proportional reimbursement based on land area of each agency. It also includes City-exclusive services (whereas the other agencies contract separately for their exclusive services). City-exclusive services include, but are not limited to, reviewing and implementing environmental requirements to proposed construction; managing the City’s portion of the MS4 Permit Program; and assisting the City with City-specific watershed projects and feasibility studies. Shared services include, but are not limited to, development of the annual state- required water quality compliance report; coordinating with other Peninsula agencies; and managing compliance with water-quality monitoring and screening requirements. DISCUSSION: The current MS4 permit is set to expire in June 2021 and the City will apply for a new permit to remain in compliance with state water quality regulations. However, the contract with John L. Hunter will expire on December 31, 2020. Staff is requesting this extension to synchronize the expiration of the current professional services contract with the date of the expiration of the current MS4 permit. Therefore, Staff recommends extending the contract with John L. Hunter to June 30, 2021. In preparation for the new permit application, substantial additional data needs to be collected and analyzed, which will be used to establish parameters for the new permit. The exact scope and cost of that data analysis and collection work was not known at the time the Fiscal Year 2020-21 budget was developed. The FY 2020-21 budget was estimated based on the typical historic expenditure amount of $120,000. The budgetary increase for FY 2020-21 is primarily due to the projected costs of updating the data for the MS4 Permit. The requested updates are not an annual requirement. That amount is now known; therefore, Staff requests an additional appropriation of $213,537, the City’s cost, and $109,723 will be paid by the City while administering the contract, and then reimbursed by the participating agencies per the following table: 2 Party Area (sq. mi.) Percent of Agency Area Estimated Cost City of Rancho Palos Verdes Exclusive Services (approved for FY 20-21) n/a n/a $120,000 Additional City of Rancho Palos Verdes Exclusive Services n/a n/a $50,760 City of Rancho Palos Verdes Share of Group Services 13.5 59.7% $162,777 City of Palos Verdes Estates Share of Group Services 4.8 21.3% $57,876 City of Rolling Hills Estates Share of Group Services 3.6 15.9% $43,407 County of Los Angeles Share of Group Services 0.7 3.1% $8,440 Total 22.6 100% $443,260 Measure W, passed by L.A. County voters in November 2018, created stormwater improvement funding via the Safe Clean Water (SCW) Program to assist municipalities in meeting the rising costs of state water quality requirements. The City is expected to receive an estimated amount of $690,000 as its SCW municipal return. The requested additional costs above can be paid for by the City’s allocation of Measure W funds. ALTERNATIVES: In addition to the Staff recommendation, the following alternative action is available for the City Council’s consideration: 1. Take other action, as deemed appropriate by the City Council. 3 AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and JOHN L. HUNTER & ASSOCIATES, INC., a California corporation (“Consultant “) is effective as of November 4, 2020. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated July 1, 2016 (“Agreement”) whereby Consultant agreed to provide environmental compliance services (“Services”) for a Contract Sum of $690,784 for a Term of four years. B. City and Consultant now desire to amend the Agreement to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $443,260 to $1,134,044. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is hereby amended to read: “2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $1,134,044 (One Million One Hundred Thirty-Four Thousand Forty-Four Dollars) Six Hundred Seventy Thousand Four Hundred Sixty-Four Dollars ($690,784) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. b. Section 3.4, Term, is hereby amended to read: “3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2021 one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D” ). c. Section 1, Task 3, of Exhibit A, “Scope of Work,” is hereby amended as follows: “Task 3 – Annual CIMP Implementation MOU Activities. 1. Outfall Screening Program. A. Non-Stormwater Source Identification (ID) Investigation – Investigate the remaining 75% of the prioritized outfalls with signification non- stormwater discharge by December 28, 2017 for source identification. A-1 -2 01203.0006/647121.1 B. Non-Stormwater Source ID Reporting – Prepare a report of the results of the source identification investigation prior to the December 28, 2017 deadline upon completion of the investigation. 2. Integrated Monitoring Compliance Report (IMCR). 3. Correspond with Monitoring Consultants A. Facilitate communications amongst the City, the PVP WMG, and the monitoring consultants. Provide assistance with monitoring contracts.” d. Section I, Task 4, of Exhibit A, “Scope of Work,” is hereby added as follows: “Task 4 – Enhanced Watershed Management Program (“EWMP”) Development 1. Update of EWMP A. Update EWMP to as necessary to address changes to environmental conditions since initial drafting.” e. Exhibit C, “Schedule of Compensation,” is hereby replaced in its entirety with Exhibit C, “Schedule of Compensation, First Amended,” attached hereto and incorporated by reference. f. Section I of Exhibit D, “Schedule of Performance,” is hereby amended as follows: “Consultant shall perform all Services timely for a period of five (5) four (4) years ending June 30, 2021 June 30, 2020, in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events A-2 -3 01203.0006/647121.1 that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] A-3 -4 01203.0006/647121.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ara Mihranian, City Manager ATTEST: Emily Colborn, Cit y Clerk APPROVED AS TO FORM: ALESH IRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: JOHN L. HUNTER AND ASSOCIATES, INC., a California corporation By: Name: John L. Hunter Title: President By: Name: Jillian Brickey Title: Secretary Address: 6131 Orangethorpe Avenue Suite 300 Buena Park, CA 90620 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTO R’S BUSINESS ENTITY. A-4 01203.0006/647121.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNI A COUNTY OF LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT _ NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A-5 01203.0006/647121.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNI A COUNTY OF LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it ma y prove valuable to persons relying on the document a nd could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A-6 01203.0006/647121.1 Elimination Program Assistance Implementation 1.7 MS4 Permit Construction $9,970 $9,970 $9,970 $9,970 $7,976 E XHIBIT “C” SCHEDULE OF COMPENSATION First Amended I. Consultant shall perform the following tasks over the four-year five-year period at the estimated following rates: TASK 1 – City’s MS4 FY 2016 - FY 2017 - FY 2018 - FY 2019 – FY 2020- Compliance Activities 2017 2018 2019 2020 2021 ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 1.1 MS4 Permit Program Management and $24,070 $24,070 $24,070 $24,070 $24,800 Watershed Management 1.2 MS4 Permit Industrial/Commercia l $8,275 $8,275 $8,275 $8,275 $14,000 Program and Clean Bay Restaurant Program Implementation 1.3 MS4 Permit Illicit $5,340 $5,430 $5,340 $5,340 $4,344 Discharge Detection and 1.4 MS4 Permit Public Agency Activity Program $15,565 $15,565 $15,565 $15,565 $2,000 Assistance and Staff Training 1.5 MS4 Permit Public Outreach Program $4,800 $4,800 $4,800 $4,800 $2,500 1.6 MS4 Permit Planning and $3,595 $3,595 $3,595 $3,595 $8,000 Land Development Program Implementation Subtotal Task 1 $71,615 $71,615 $71,615 $71,615 $63,620 Task 1 Total $350,080 A-7 01203.0006/647121.1 2.4 Options Coordination Public Agency Activities $10,080 $6,480 $6,480 $6,480 $8,000 (Construction Program Training - annual. Providing model contract language – one time) 2.5 Watershed Report of Waste Discharge $11,520 $11,520 $0.0 $11,520 $0 (Required 2017 and 2018, and thereafter biennial) 2.6 Adaptive Management (biennial) $26,640 $0.0 $26,640 $0.0 $28,000 2.7 Review and Coordination with Other Peninsula $10,206 $10,206 $10,206 $10,206 $12,350 TASK 2 – City’s Share FY 2016 - FY 2017 - FY 2018 - FY 2019 - FY 2020 - of Peninsula WMG 2017 2018 2019 2020 2021 EWMP Activities ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 2.1 Watershed Meetings Coordination $7,290 $7,290 $7,290 $7,290 $10,400 2.2 EWMP Implementation MOU Development (one $8,640 $0.0 $0.0 $0.0 time) EWMP Update Coordination and Reporting $15,640 2.3 Pursuit of External and $25,920 $25,920 $25,920 $25,920 $33,250 0 Alternative Compliance EWMP Agencies Subtotal Task 2 $100,296 $61,416 $76,536 $61,416 $107,640 Task 2 Total $407,304 A-8 01203.0006/647121.1 TASK 3 – Annual FY 2016 - FY 2017 - FY 2018 - FY 2019 - FY 2020 - CIMP Implementation 2017 2018 2019 2020 2021 MOU Activities ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 3.1 Outfall Screening Program (to be completed by December 2017) $4,660 $0.0 $0.0 $0.0 $2,500 3.2 Integrated Monitoring Compliance Report $25,000 $25,000 $25,000 $25,000 $6,000 3.3 Correspond with Monitoring Consultants and Prepare RFP $0.0 $0.0 $0.0 $0.0 $8,500 Subtotal Task 3 $29,660 $25,000 $25,000 $25,000 $17,000 Task 3 Total $121,660 TASK 4 – EWMP Development FY 2016 - 2017 ANNUAL BUDGET FY 2017 - 2018 ANNUAL BUDGET FY 2018 - 2019 ANNUAL BUDGET FY 2019 - 2020 ANNUAL BUDGET FY 2020 - 2021 ANNUAL BUDGET 4.1 Development of Reasonable Assurance Analysis N/A N/A N/A N/A $181,950 4.1 Update of the EWMP N/A N/A N/A N/A $57,308 4.1 Contingency and Climate Change Modeling N/A N/A N/A N/A $15,742 Subtotal Task 4 N/A N/A N/A N/A $255,000 Task 4 Total $255,000 FY 2016 - 2017 ANNUAL BUDGET FY 2017 - 2018 ANNUAL BUDGET FY 2018 - 2019 ANNUAL BUDGET FY 2019 - 2020 ANNUAL BUDGET FY 2020 - 2021 ANNUAL BUDGET Contract Totals $201,571 $158,031 $173,151 $158,031 $443,260 Contract Sum $1,134,044 A-9 01203.0006/647121.1 II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed as provided in Section 2.1 of this Agreement. V. Consultant shall be compensated for the Services on a time and materials basis, only for work actually performed, according to the rate sheet attached as Exhibit C-1. Not Applicable A-10 B-1 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and JOHN L. HUNTER & ASSOCIATES, INC. - 1 - 01203.0022/300143.2 B-2 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND JOHN L. HUNTER & ASSOCIATES THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 1st day of July, 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and John L. Hunter & Associates, Inc. a California Corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, facilities, and sufficient staffing necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. - 2 - 01203 0022/3001432 B-3 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1. 7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes -3 - 01203.0022/300143.2 B-4 of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (1 0%) of the Contract Sum or $25,000, whichever is less, or, an increase in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services and Section 1.1 of this Agreement. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B," if any, and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Six Hundred Ninety Thousand Seven Hundred Eighty Four Dollars ($690,784) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. - 4 - 01203.0022/300143.2 B-5 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule ofPerformance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this - 5 - 01203 0022/300143.2 B-6 reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (1 0) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if, in the judgment of the Contract Officer, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (I) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: John L. Hunter (Name) Jillian Brickey (Name) Cameron McCullough (Name) President (Title) Program Manager (Title) Program Manager (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. - 6 - 01203.0022/300143.2 B-7 Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be the Director of Public Works or his designee. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. - 7 - 01203.0022/300143.2 B-8 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 4.6 No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees, and shall carry a minimum of $1,000,000 per accident for bodily injury or disease. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable Workers' Compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City - 8 - 01203.0022/300143.2 B-9 from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession with minimum limits of$2,000,000 per claim and in aggregate is required. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are amended or cancelled, the Consultant shall, prior to the amendment or cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, additional insured endorsement forms, or binders are approved by the City. City reserves the right to inspect and copy complete, certified copies of and endorsements to all required insurance policies at any time. Consultant will provide proof of renewal of such policies to the City two weeks before expiration of any policy. Any failure to comply with the reporting or other - 9 - 0 1203.0022/300 14 3.2 B-10 provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF , THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DA Y ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] City, its respective elected and appointed officers, directors , officials , employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs ; products and completed operations of Consultant; premises owned , occupied or used by Consultant; or any automobiles owned , leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers , officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City in writing. At the option of City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City or its respective elected or appointed officers, officials , employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations , claim administration , defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. The hold harmless and indemnification provisions in Subsection 5.3 of this Agreement shall apply regardless of whether or not any insurance policies, including but not limited to Commercial General Liability Insurance, Automobile Liability Insurance or Workers' Compensation Insurance , are determined to be applicable to the liability , claim , tax, assessment, penalty or interest asserted against City In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5 .I, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold -I 0 - 01203 .0022/300143.2 B-11 and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so, Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency oflnsurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed -II - 01203.0022/300143.2 B-12 under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request ofthe Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant -12- 01203.0022/300143.2 B-13 shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Except where required by law, Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. -13- 01203.0022/300143.2 B-14 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice ofthe Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. -14- 01203.0022/300143.2 B-15 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 .2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have -15 - 01203 0022/3001432 B-16 accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no unlawful discrimination against any person or group of persons on account of race, color, creed, religion, sex including pregnancy, nursing or childbirth, gender identity or expression, sexual orientation, marital status, national origin, ancestry, age (40 and older), physical or mental disability or medical condition, genetic information or other unlawful discrimination in the performance of this Agreement. Consultant shall take steps to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex including pregnancy, nursing or childbirth, gender identity or expression, sexual orientation, marital status, national origin, ancestry, age ( 40 and older), physical or mental disability or medical condition, genetic information or other protected classification. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, -16- 01203.0022/300143.2 B-17 and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person( s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder -17 - 01203.0022/300143.2 B-18 unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation ofNon-Collusion. No official , officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation , partnership, or association in which (s)he is directly or indirectly interested , or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to , any City official , officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to , any City official , officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. 9.7 Consultant's Authorized Jni tials Jlt1f:z Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] -18 - 01203.0022/300143.2 B-19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: ~ fki=~ City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP -~L ll Davi ~Attomey CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation CONSULTANT: JOHN L. HUNTER AND ASSOCIATES, INC. By:~ Ntine:J(;hn L. Hunter 'lftle: President e: Jillian Brickey Ti e: Secretary Address: --""'-6"""'13"-'1"-....::::0C!.Cra,n:.!.Cg:>..::e'-"'th'"'"'o:::..!rp=ee!.CA~v'-"e"'"'n""u"""'e,L­ Suite 300 Buena Park, CA 90620 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. -19- 01203.0022/300143.3 B-20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfu lne ss, accuracy, or validity of that document. State of California County of o<""'"Af'~ On ..::!vlj .,2.(., 1 ,;l.o \<.:, before me, Ef"'\.c:. -A~o""'l G,'CII\~\es 1 No f-.,..~ Pula ( /~ , Date Here Insert Name and Title of the O'ffic er personally appeared c::s=j \ \ ; e>.. ..,... 6 <" ; c.. \t:...a. ~ Name ~ of Signer(~ who proved to me on the basis of satisfactory evidence to be the person(~ whose name ~@fe subscribed to the within instrument and acknow led~d to me that h ~~/th ~y executed the same in h{s~th Efi r authorized capacity(i ~). and that by hts~ e th E(i r s ign ature(~) on the instrument the person ~, or i'Fie"'entity upon behalf of which the person(s?' acte , executed the in strument. ERIC ANTHONY GONZALES l Commission # 2006614 ~ : .,; f Notary Public -Californi a ~ z ·~ Or ange County ~ ). ; ~ ~· • 9 MJ go21T. ;xt~sJ:b J-]~1 [ l Place Notary Sea l Above I certify under PENALTY OF PERJURY under the laws of the State of Ca li forn ia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ Signature of Notary Public ----------------------------------oPTIONAL------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Co"'+f"'eo..c.+ ~rv:CALc;. A.~r~+ T itle or Type of Document:C.i!y .~ ~~c..~ ?~\os, V~rdR_t;. Document Date: _______ _ Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner - 0 Limited 0 General 0 Partner -0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: _____________ _ 0 Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association · www.NationaiNotary.org • 1-800 -US NOTARY (1 -800-876-6827) Item #5907 B-21 CALIFORNIA A LL-P URPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California A ) county of ./..tPS '7'frVtAU 6 s ) / _ 7'), /. 0 On ez-~ before me~.eG.-<)~ Cc)l) fC/10-;dt:?CAP-ll &Btlc ' Date Here Insert Name and Title of the Officer personally appeared :JO"(IN L.. f/w,JretZ- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the erso$) whose namet6-'ace. s~cribed to the within instrument and acknowledged to me that e y executed the same in h s erl-ti'leirauthorized capacity~ and that b@hor4i'leir signature n the instrument the person(-s1r or e entity upon behalf of which the person~cted, executed the instrument. :r·· -.. JEONG KOO RHO ~ -• , COMM . # 2036811 1/) • • NOTARY PUBLIC·CALIFORNIA (/) t " • LOS ANGELES COUNTY - .. ;; ,, 04MY C~NM}.!:.~E!; 9,4 ~O}I ,1 Place Notary Sea/ Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature c::::::> Z:: Signature of Notary Public ----------------------------OPTIONAL ----------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: _______ _ Number of Pages: Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claim e d by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ 0 Corporate Officer -Title(s): ______ _ 0 Corporate Officer -Title(s): ______ _ 0 Partner -0 Limited 0 General 0 Partner -0 Limited 0 General 0 Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator 0 Other: _____________ _ 0 Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationaiNotary.org • 1-800 -US NOTARY (1 -800 -876-6827) Item #5907 B-22 EXHIBIT II A II SCOPE OF SERVICES I. The general scope of services provided under this contract will consist of environmental consulting services for National Pollutant Discharge Elimination System (NPDES) stormwater related issues in general conformance with the Los Angeles Countywide Municipal NPDES Stormwater Permit, Order R4-2012-0175 Municipal Separate Storm Sewer System Permit (MS4 Permit), the Peninsula Watershed Management Group (WMG) Enhanced Watershed Management Program (EWMP), the Peninsula WMG Coordinated Integrated Monitoring Program (CIMP), and the City of Rancho Palos Verdes' municipal code. More specifically, consultant John L. Hunter & Associates, Inc. (JLHA) will perform the following Services: Task 1 -City's MS4 Permit Compliance Activities. 1. MS4 Permit Program Management and Watershed Management. A. LA County Regional meetings (attend, report)-JLHA will attend MS4 permit related meeting (e.g. LAPG) and provide summary to the City on an on-going basis as needed. B. Peninsula WMG meetings (agenda, attend, minutes)-JLHA will attend meetings and inform the City on EWMP related matters on a monthly or bi-monthly basis depending on the need and schedule of the WMG. C. Newsletters, Presentations, Regional Board correspondence-JLHA will prepare bi- monthly newsletters to inform the City of current NPDES regulatory matters, correspond with and respond to the Regional Board, and provide presentation materials and make presentations to and on behalf of the City on an on-going basis as needed pursuant to the needs of the Peninsula WMG and Regional Board. D. Annual Report and Machado Lake Report (preparation, submittal)-JLHA will prepare the City's annual report and related Total Maximum Daily Load (TMDL) reports for review by City and submittal to the Regional Board. E. Assistance with City-specific Watershed projects and feasibility studies-JLHA will assist the City in exploring potential compliance solutions such as green streets and/or regional Best Management Practices to assist with EWMP compliance. JLHA has included an annual allowance of $6,000 for this work. If cost estimates for this work exceed this total allowance, notice will be provided to the City before the allowance is exceeded. 2. MS4 Permit Industrial/commercial Program and Clean Bay Restaurant Program Implementation. 01203.0022/300143.2 B-23 A. Inspections -There are approximately 10 auto/retail gas and 52 restaurant facilities requiring inspections according to the following frequencies: (1) Auto/retail gas- every 2.5 years (2) Restaurants-annually. The Clean Bay Restaurant Inspections Program will be conducted for all restaurant sites. i.Inspect and assess facilities listed as critical sources in accordance with the municipal permit. ii.Complete inspection reports including any relevant photographs & maps. B. Enforcement Actions and Database Management. i.A facility that is found to have minor corrections required (e.g. trash bin lids open) will be sent a friendly follow-up letter approximately one month from the date of the inspection, and will include additional educational materials. ii.Any facility found to be in significant violation of the NPDES permit a Notice of Violation (NOV) will be forwarded to the City contact for approval and signature. Re-inspections will be conducted within the time frame listed in the NOV. 3. MS4 Permit Illicit Connection Illicit Discharge (ICID) Detection and Elimination Program Assistance. A. Inspections and Enforcement Actions-The proposed ICID Program will consist of the following: i.Inspectors will be available to perform ICID investigations and required follow- up inspections in response to citizen or City complaints, or observations of violations of the City Stormwater Ordinance and Municipal Permit, ongoing as needed. ii.JLHA staff will assist the City in preparation of formal enforcement action, if needed, for dischargers failing to correct significant violations. iii.Conduct follow-up inspections with violations found under the Industrial and Commercial inspection and Site Visit Program as necessary. 4. MS4 Permit Public Agency Activity Program Assistance and Staff Training. 01203.0022/300143.2 A. Public Works Field Training-One employee training session for appropriate City personnel will be held on the topic of Public Agency Activity Program. B. Integrated Pest Management (IPM) Plan -Develop IPM Policy for use by City staff. C. Identified Facility Inventory-Establish and maintain inventory of24 categories of public facilities. B-24 D. 64 Activity Best Management Practice (BMP) List -Develop BMP "fact sheet" for 64 activities identified in MS4 Permit. Fact Sheets will provide guidance to City staff on proper BMP practices and waste disposal. 5. MS4 Permit Public Outreach Program. A. Material development-JLHA will assist with this task on request. Tasks may include: i.News articles containing news or information on stormwater issues will be developed and pitched to local/City newspapers for release. ii.The Point-of-Purchase outreach, which partners with local businesses within the City whose clientele have a higher likelihood through their day to day activities (such as do-it-yourselfers, auto repair) of potentially contributing to stormwater pollution, will be developed and implemented at least once annually. iii.Continue with the existing program for annual implementation that reaches out to restaurant owners and their employees about the effects patio and sidewalk washing can have on stormwater pollution. Business outreach, sending brochures to select businesses to remind them to implement stormwater Best Management Plans. 6. MS4 Permit Planning and Land Development Implementation. A. Planning and Land Development Training-One employee training session for appropriate City personnel will be held on the topic of Planning and Land Development Program B. LID Plan Review-Review Low Impact Development (LID) Plans for compliance as needed. Included in plan checks are size comparisons of the proposed treatment systems to the land surface and potential rainfall, to ensure that the systems would have sufficient capacity to adequately remove pollutants from stormwater runoff. An annual allowance of $1 ,620 is included for this work. C. Post -construction inspections-Perform required inspections of treatment systems (e.g. biofiltration planter, infiltration trench) for projects with an approved LID Plan. All projects approved since 2012 (a 2-year cycle) are included. 7. MS4 Permit Construction Program Implementation. 01203.0022/300143.2 A. Monthly Construction Inspections -Perform monthly inspections of State-permitted construction sites one acre or greater. B. Site Enforcement-JLHA staff will assist the City in preparation offormal enforcement action, if needed, for dischargers with significant violations. B-25 C. Review SWPPPs-Review Stormwater Pollution Prevention Plans (SWPPPs) for compliance as needed. An annual allowance of $1,080 is assumed for this work. Task 2 -City's Share of Peninsula WMG EWMP Activities. 1. Watershed Meetings. A. Coordination -Schedule monthly/bi-monthly meetings, prepare agendas and meeting minutes on an on-going basis. 2. EWMP Implementation Memorandum of Understanding (MOU). A. Development-Develop EWMP Implementation MOU for Palos Verdes Peninsula Watershed Management Group to include description of implementation of Regional Projects and delineation of responsibilities to meet EWMP commitments. This is a one- time effort during the beginning of the EWMP Implementation phase. 3. External and Alternative Compliance Options. A. Coordinate Pursuit of-May include pursuit and coordination ofTMDL reconsideration and Regional Projects with agencies outside of the Palos Verdes Peninsula Watershed Management Group on an on-going, as-needed basis. 4. Public Agency Activities. A. Construction Program Training-Develop and deliver 2 distinct training modules customized for Palos Verdes Peninsula (Peninsula) cities each to be delivered on 2 separate occasions on the Peninsula so that City staffs/contractors have 2 choices of dates for training. B. Model Contract Language -Provide model contract language to transfer permit responsibility for implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs per the MS4 Permit to contractors. This task will be accomplished during the first quarter of EWMP Implementation. 5. Watershed Report of Waste Discharge (ROWD). A. Preparation-Draft and finalize ROWD based on Watershed and Individual annual reports including CIMP Integrated Monitoring Compliance Report and any new information received since annual report preparation per the MS4 Permit. The Watershed ROWD is due July I, 2017 after the first year of implementation, and thereafter, will coincide with the Adaptive Management schedule. 6. Adaptive Management. 01203.0022/300143.2 A. Evaluate EWMP-Prepare an evaluation of the EWMP every two years from the date of program approval, April 19, 2016, adapting the EWMP to become more effective per the requirements of the MS4 Permit. Modifications to the EWMP will be implemented upon approval by the Regional Water Board Executive Officer or B-26 within 60 days of submittal if the Regional Water Board Executive Officer expresses no objections. 7. Review and Edit Deliverables from Other Agencies. A. Review and Coordination -Review shared EWMP scope of work deliverables produced by other agencies party to the EWMP, or their consultants, and provide comments on an on-going, as needed basis. Provide coordination on joint EWMP Implementation activities on an on-going, as needed basis. Task 3-Annual CIMP Implementation MOU Activities. 1. Outfall Screening Program. A. Non-Stormwater Source Identification (ID) Investigation-Investigate the remaining 75% of the prioritized outfalls with signification non-stormwater discharge by December 28, 2017 for source identification. B. Non-Stormwater Source ID Reporting-Prepare a report of the results of the source identification investigation prior to the December 28, 2017 deadline upon completion ofthe investigation. 2. Integrated Monitoring Compliance Report (IMCR). A. IMCR-Prepare an IMCR annually per the requirements of the MS4 Permit. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. MS4 Permit Annual Report; B. Bimonthly newsletters and NPDES meeting summaries; C. Industrial/commercial and Clean Bay Restaurant program inventory, inspection reports and violation notices; D. Illicit discharge detection investigation reports and violation notices; E. Training presentations and template documents and BMP fact sheets; F. Revised Public Outreach materials; G. Reviewed and approved LID Plans and SWPPPs; H. Construction program inventory, inspection reports and violation notices; 0 1203.0022/300 14 3 .2 B-27 I. Watershed meeting agendas and minutes; J. EWMP Implementation MOU; K. Model contract language to transfer permit responsibility for implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs per the MS4 Permit to contractors; L. Watershed ROWD; M. Evaluation ofthe EWMP (Adaptive Management); N. Non-Stormwater Source ID Report; and 0. Integrated Monitoring Compliance Report. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Bimonthly newsletters; B. Email updates on NPDES program developments' C. Draft Annual Report' D. Draft EWMP Implementation MOU' E. Updates on External and Alternative Compliance Options' F. Draft Watershed ROWD' G. Draft Adaptive Management Report (Evaluation of EWMP)' H. Draft Non-Stormwater Source 10 Report' and I. Draft IMCR. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. John Hunter; B. lillian Brickey; 01203.0022/300143.2 B-28 C. Cameron McCullough; D. Jose Rodriguez; E. Michelle Kim; and F. Michelle Staffield. 01203.0022/300143.2 B-29 None 01203.0022/300143.2 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) B-30 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks over the four year period at the estimated following rates: 1.1 1.2 1.3 1.4 1.5 1.6 1.7 2.1 2.2 2.3 TASK 1 -City's MS4 Compliance Activities MS4 Permit Program Management and Watershed Management MS4 Permit Industrial/commercial Program and Clean Bay Restaurant Program Implementation MS4 Permit Illicit Discharge Detection and Elimination Program Assistance MS4 Permit Public Agency Activity Program Assistance and Staff Training MS4 Permit Public Outreach Program MS4 Permit Planning and Land Development Implementation MS4 Permit Construction Program Implementation Subtotal Task 1 TASK 2-City's Share of Peninsula WMG EWMP Activities Watershed Meetings Coordination EWMP Implementation MOU Development (one time) Pursuit of External and Alternative Compliance Options Coordination 01203.0022/3001432 EST. ANNUAL MAXIMUM $24,070 $8,275 $5,340 $15,565 $4,800 $3,595 $9,970 $71,615 EST. ANNUAL MAXIMUM $7,290 $8,640 $25,920 4-YEAR BUDGET $96,280 $33,100 $21,360 $62,260 $19,200 $14,380 $39,880 $286,460 4-YEAR BUDGET $29,160 $8,640 $103,680 B-31 2.4 Public Agency Activities (Construction Program $10,080 $29,520 Training -annual. Providing model contract language -one time) 2.5 Watershed Report of Waste Discharge (Required 2017 $11,520 $34,560 and 2018, and thereafter biennial) 2.6 Adaptive Management (biennial) $26,640 $53,280 2.7 Review and Coordination with Other Peninsula $10,206 $40,824 EWMP Agencies Subtotal Task 2 $100,296 $299,664 TASK 3-Annual CIMP Implementation MOU EST. ANNUAL 4-YEAR Activities MAXIMUM BUDGET 3.1 Outfall Screening Program (to be completed by $4,660 $4,660 December 20 17) 3.2 Integrated Monitoring Compliance Report $25,000 $100,000 Subtotal Task 3 $29,660 $104,660 Contract Total $201,571 $690,784 II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. 01203.0022/300143.2 B-32 C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed as provided in Section 2.1 of this Agreement. V. Consultant shall be compensated for the Services on a time and materials basis, only for work actually performed, according to the rate sheet attached as Exhibit C-1. 01203.0022/300143.2 B-33 EXHIBIT C-1 RATE SCHEDULE JLHA STANDARD RATE SCHEDULE Title Rate 1 Principal, Director, Staff Engineer $165/hr Project Manager, Project Engineer $135/hr Environmental Compliance Specialist II $115/hr Environmental Compliance Specialist I and Public Outreach Specialist $95/hr Administrative Assistant, Laborer (OSHA 40hr certified) $65/hr Routine Industrial/Commercial Inspection $125/inspection Inspection at State-Permitted Industrial Facility $250/inspection State Certified Laboratory Analysis Cost+ 5% Legal Consultation, Court Appearances/Document review, etc. $250/hr Subcontracted equipment and services Cost+ 5% 1 Rates valid for the period July 2016 to June 2017 and may be escalated annually beginning July 2017 per March to March PPI for the region or 3%, whichever is lower. B-34 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely for a period of four ( 4) years ending June 30, 2020, in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer. II. Effort over the four year period is cyclical annually, with about one quarter of the scope being performed in each year. The level of effort for each year will be performed during that year in accordance with Exhibit D-1. III. Consultant shall deliver the following tangible work products to the City by the following dates. A. Draft MS4 Permit Annual Report by November IS each year. B. Newsletters bimonthly and NPDES/WMG meeting summaries within I 0 working days of meeting. C. Industrial/commercial and Clean Bay Restaurant program inspection reports and violation notices within one month of the inspection/violation. D. Illicit discharge detection investigation reports and violation notices within one month of investigation. E. Training presentations at time of training and new and revised template documents and BMP fact sheets at time of training. Training is conducted once a year, ideally prior to or at the beginning of the rainy season. F. Revised Public Outreach materials as needed. G. Reviewed LID Plans and SWPPPs within IO working days of receiving initial plan submittals. Follow up reviews will be performed within I 0 working days. H. Construction program inspection reports and violation notices within one month of the inspection/violation. I. Watershed meeting agendas I day prior to meeting. J. EWMP Implementation MOU by end of June 20I6. K. Model contract language to transfer permit responsibility for implementing Table IS Activity BMPs and I2 required road reconstruction BMPs per the MS4 Permit to contractors within the first year of EWMP Implementation. 01203 0022/300143.2 B-35 L. Draft Watershed ROWD one month prior to June 1, 2017 deadline for first year, and one month prior to deadline coinciding with Adaptive Management process. M. Draft Evaluation of the EWMP (Adaptive Management) -One month prior to biennial April 19 deadline. First Adaptive Management evaluation due April 19, 2018. N. Draft Non-Stormwater Source ID Report-10 working days prior to December 28, 2017 deadline for source identification. 0. Draft Integrated Monitoring Compliance Report by November 15 each year. IV. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0022/300143.2 B-36 EXHIBITD-1 SCHEDULE OF PERFORMANCE -ESTIMATED ANNUAL CYCLE TASK DESCRIPTION Estimated Cost Occurance-Typical per Contract Year1 Sub Task Basis Ql Q2 Q3 Q4 Total ID2 Task l -City's MS4 Permit Compliance Activities 3 1.1 Program Management and Watershed Management A lA County Regional meetings (attend, report) 1.1.A As-needed 100% 100% B Peninsula WMG meetings (agenda, attend, minutes) 1.1.B On-going 25% 25% 25% 25% 100% c Newsletters, Presentations, Regional Board corresp. 1.1.C On-going 25% 25% 25% 25% 100% D Annual Report and Machado Lake Report 1.1.D Annual 100% 100% (preparation, submittal) Assistance with city-specific Watershed projects and 1.1.E As-needed 100% 100% feasibility studies 1.2 Industrial/commercial Program and Clean Bay Restaurant Program Implementation A Inspections 1.2.A On-going 25% 25% 25% 25% 100% B Enforcement Actions and Database Management 1.2.B On-going 25% 25% 25% 25% 100% 1.3 Illicit Discharge Detection and Elimination Program Assistance A Inspections and Enforcement Actions 1.3.A On-going 25% 25% 25% 25% 100% 1.4 Public Agency Activity Program Assistance and Staff Training A Public Works Field Training 1.4.A Annual 100% 100% B Integrated Pest Mangement (I PM) Plan 1.4.B As-needed 100% 100% c Identified Facility Inventory 1.4.C As-needed 100% 100% D 64 Activity BMP List 1.4.D As-needed 100% 100% 1.5 Public Outreach Program A Material development 1.5.A As-needed 100% 100% 1.6 Planning and Land Development Implementation A Planning and Land Development Training 1.6.A Annual 100% 100% B LID Plan Review 1.6.B As-needed 100% 100% c Post -construction inspections 1.6.C As-needed 100% 100% 1.7 Construction Program Implementation A Monthly Construction Inspections 1.7.A On-going 25% 25% 25% 25% 100% B Site Enforcement 1.7.B As-needed 100% 100% c Review SWPPPs 1.7.C As-needed 100% 100% Task 2 -City's Share of Peninsula WMG EWMP Activities 3 2.1 Watershed Meetings A Coordination 2.1A On-going 25% 25% 25% 25% 100% 2.2 EWMP Implementation MOU A Development 2.2A One-time 100% 100% 2.3 External and Alternative Compliance Options A Coordinate Pursuit of 2.3A On-going 25% 25% 25% 25% 100% 2.4 Public Agency Activities A Construction Program Training 2.4A On-going SO% 50% 100% B Model Contract Language 2.4B One-time 100% 100% 2.5 Watershed Report of Waste Discharge A Preparation 2.SA Biennial 100% 100% 2.6 Adaptive Management A Evaluation of EWMP 2.6A Biennial 100% 100% 2.7 Review Deliverables from Other Agencies A Review and Coordination 2.7A On-going 25% 25% 25% 25% 100% Task 3 -Annual CIMP Implementation MOU Activities 3 3.1 Outfall Screening Program A Non-SW Source ID Investigation 3.1A Annual 25% 25% 25% 25% 100% B Non-SW Source ID Reporting 3.1B One-time 100% 100% 3.2 Integrated Monitoring Compliance Report A IMCR 3.2A Annual 100% 100% Notes: This an estimated schedule of expenditures for a typical contract year. Weather, project needs, review submittal load, regulatory changes, staff availability, etc. may all contribute to variations in the quarter in which activities occur. The purpose of the table is to provide a reasonable check against invoices presented not a restriction to periods in which activities may be invoiced. Sub-task 10 will be indicated on each invoice line item. See Exhibit A for description of each task item