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John L Hunter and Associates Inc - FY2022-031-04AMENDMENT NO. 4 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 4”) 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 July 2, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated December 21, 2021 (“Agreement”), whereby Consultant agreed to provide consulting services related to complying with stormwater quality regulations and laws (“Services”) for a Term of one year ending December 20, 2022, with a maximum Contract Sum of $200,000, and with the option to extend the agreement 3 additional years. B. On July 1, 2022 City and Consultant amended the Agreement and agreed to extend the Term by six (6) months through June 30, 2023, and increase compensation by $100,000, for FY 2022-23 for a total not to exceed Contract Sum of $300,000 (“Amendment No. 1”). C. On June 20, 2023, City and Consultant entered into a second amendment to the Agreement and agreed to extend the Term by one year through June 30, 2024 with one additional one-year extension remaining, modify the scope of services, and increase compensation by $194,473 for FY 2023-24, for a total not to exceed Contract Sum of $494,473 (“Amendment No. 2”). D. On October 3, 2023, City and Consultant entered into a third amendment to the Agreement to extend the Term by one year through June 30, 2025, modifying the scope of services and increasing compensation by $71,545 ($35,800 for FY 2023-24 and $35,745 for FY 2024-25) for a total not to exceed Contract Sum of $566,018 (“Amendment No. 3”). E. City and Consultant now agree to amend the Agreement to increase compensation by $160,000 for a total Contract Sum not to exceed $726,018 (“Amendment No. 4”). 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 amended to read: “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 $566,018 (Five Hundred Sixty Six Thousand Eighteen Dollars)$726,018 (Seven Hundred Twenty Six Thousand Eighteen Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 -2- b. Exhibit “A” Scope of Services is repealed and replaced with the attached Exhibit “A” Amendment No. 4 Scope of Services. c. Exhibit “C” Schedule of Compensation is repealed and replaced with the attached Exhibit “C” Amendment No. 4 Schedule of Compensation. d. Exhibit “D” Schedule of Performance is repealed and replaced with the attached Exhibit “D” Amendment No. 4 Schedule of Performance. 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 through 4, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 4 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. 4, 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. 4, Consultant 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. 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. 4. 5. Authority. The persons executing this Amendment No. 4 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. 4 on behalf of said party, (iii) by so executing this Amendment No. 4, such party is formally bound to the provisions of this Amendment No. 4, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on the dates set forth below, with express intent that this Amendment No. 4 shall be effective as of July 2, 2024. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Q. Gerli, City Attorney CONSULTANT: JOHN L. HUNTER & ASSOCIATES, INC., a California corporation By: ________________________________ Name: John L. Hunter Title: President By: ________________________________ Name: Jillian Brickey Title: Secretary Address: 6131 Orangethorpe Ave Ste 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. Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 EXHIBIT “A” AMENDMENT NO. 4 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 SCOPE OF SERVICES FISCAL YEAR 2023-2024 & FISCAL YEAR 2024-2025 [continued on next page] Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 SCOPE OF SERVICES FISCAL YEAR 2024-25 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 EXHIBIT “C” AMENDMENT NO. 4 SCHEDULE OF COMPENSATION FISCAL YEAR 2021-22 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 COMPENSATION FOR FISCAL YEAR 2023-2024 & FISCAL YEAR 2024-2025 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 COMPENSATION FOR FISCAL YEAR 2024-25 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 EXHIBIT “C-1” PERSONNEL RATES PERSONNEL RATES FOR FY 2021-22 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 PERSONNEL RATES FOR FISCAL YEAR 2023-2024 & FISCAL YEAR 2024-2025 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 PERSONNEL RATES FOR FISCAL YEAR 2024-25 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 EXHIBIT “D” AMENDMENT NO. 4 SCHEDULE OF PERFORMANCE FISCAL YEAR 2021-22 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 FISCAL YEAR 2023-24 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 FISCAL YEAR 2023-24 & FISCAL YEAR 2024-25 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 01203.0005/993993.2 FISCAL YEAR 2024-25 Docusign Envelope ID: BD47B626-539E-4DB6-A98D-F420080857A5 Certificate Of Completion Envelope Id: BD47B626539E4DB6A98DF420080857A5 Status: Completed Subject: Complete with Docusign: RPV-Amendment No. 4 JLHA Environmental Consulting PSA- 2024 Source Envelope: Document Pages: 24 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Vanessa Hevener AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 vhevener@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 7/8/2024 3:23:42 PM Holder: Vanessa Hevener vhevener@rpvca.gov Location: DocuSign Signer Events Signature Timestamp John Hunter jhunter@jlha.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.72.152.198 Sent: 7/8/2024 3:28:36 PM Viewed: 7/8/2024 6:13:15 PM Signed: 7/8/2024 6:13:37 PM Electronic Record and Signature Disclosure: Accepted: 7/8/2024 6:13:15 PM ID: cf3cf709-d1a5-4d77-9a0f-95e5b3a1a1a1 Jillian Brickey jbrickey@jlha.net Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.112.82.30 Sent: 7/8/2024 6:13:39 PM Viewed: 7/9/2024 10:13:11 AM Signed: 7/9/2024 10:13:34 AM Electronic Record and Signature Disclosure: Accepted: 7/9/2024 10:13:11 AM ID: 6664b793-42c4-47b3-8cd2-24e1c6b4411a Elena Q. Gerli egerli@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 7/9/2024 10:13:36 AM Viewed: 7/9/2024 10:16:28 AM Signed: 7/9/2024 10:16:52 AM Electronic Record and Signature Disclosure: Accepted: 7/9/2024 10:16:28 AM ID: c7a6085a-dced-4c05-829a-65b6e0d99d82 John Cruikshank john.cruikshank@rpvca.gov Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 7/9/2024 10:16:54 AM Viewed: 7/9/2024 10:23:16 AM Signed: 7/9/2024 10:23:24 AM Electronic Record and Signature Disclosure: Accepted: 7/9/2024 10:23:16 AM ID: 5e81b9c7-9175-47c2-851f-fba0f22ab6f8 Signer Events Signature Timestamp Teresa Takaoka TeriT@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.34.97.146 Sent: 7/9/2024 10:23:26 AM Viewed: 7/9/2024 10:25:52 AM Signed: 7/9/2024 10:26:01 AM Electronic Record and Signature Disclosure: Accepted: 7/9/2024 10:25:52 AM ID: cda04f32-999d-45ae-b325-9c137571a060 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 7/9/2024 10:26:03 AM Viewed: 7/19/2024 2:20:48 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Vanessa Hevener vhevener@rpvca.gov Project Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 7/9/2024 10:26:04 AM Resent: 7/9/2024 10:26:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/8/2024 3:28:36 PM Certified Delivered Security Checked 7/9/2024 10:25:52 AM Signing Complete Security Checked 7/9/2024 10:26:01 AM Completed Security Checked 7/9/2024 10:26:04 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: John Hunter, Jillian Brickey, Elena Q. 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AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 3”) 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 October 3, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated December 21, 2021 (“Agreement”), whereby Consultant agreed to provide consulting services related to complying with stormwater quality regulations and laws (“Services”) for a Term of one year ending December 20, 2022, with a maximum Contract Sum of $200,000, and with the option to extend the agreement 3 additional years. B. On July 1, 2022 City and Consultant agreed to extend the Agreement by six (6) months through June 30, 2023, and increase compensation by $100,000 for a total not to exceed Contract Sum of $300,000 (“Amendment No. 1”). C. On June 20, 2023, City and Consultant agreed to extend the Term by one year through June 30, 2024 with one additional one-year extension remaining, modify the scope of services, and increase compensation by $194,473 for FY 2023-24, for a total not to exceed Contract Sum of $494,473. D. City and Consultant now agree to further extend the Term by one year through June 30, 2025, modify the scope of services and increase compensation by $71,545 (FY 2023-24 for $35,800 and FY 2024-25 for $35,745) for a total not to exceed Contract Sum of $566,018. 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 amended to read: “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 $494,473 (Four Hundred Ninety Four Thousand For Hundred Seventy Three Dollars)$566,018 (Five Hundred Sixty Six Thousand Eighteen Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 -2- b. Section 3.4, Term, is amended to read: 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, 3024 June 30, 2025, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend the Term for three additional one-year term(s). c. Exhibit “A” Scope of Services is repealed and replaced with the attached Exhibit “A” Amendment No. 3 Scope of Services. d. Exhibit “C” Schedule of Compensation is repealed and replaced with the attached Exhibit “C” Amendment No. 3 Schedule of Compensation. e. Exhibit “D” Schedule of Compensation is repealed and replaced with the attached Exhibit “D” Amendment No. 3 Schedule of Compensation. 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 through 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 3 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. 3, 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. 3, Consultant 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. 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. 3. 5. Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 -3- [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 -4- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the dates set forth below, with express intent that this Amendment No. 3 shall be effective as of October 3, 2023. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruickshank, Mayor Pro Tem Date:_________________, 2023 ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: JOHN L. HUNTER & ASSOCIATES, INC., a California corporation By: ________________________________ Name: John L. Hunter Title: President By: ________________________________ Name: Jillian Brickey Title: Secretary Date:_________________, 2023 Address: 6131 Orangethorpe Ave Ste 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. DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 10/5/2023 10/5/2023 01203.0006/926052.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 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 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. DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 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 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. DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 EXHIBIT “A” AMENDMENT NO. 3 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 SCOPE OF SERVICES FISCAL YEAR 2023-2024 & FISCAL YEAR 2024-2025 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 EXHIBIT “C” AMENDMENT NO.3 SCHEDULE OF COMPENSATION FISCAL YEAR 2021-22 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 COMPENSATION FOR FISCAL YEAR 2023-2024 & FISCAL YEAR 2024-2025 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 EXHIBIT “C-1” PERSONNEL RATES PERSONNEL RATES FOR FY 2021-22 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 PERSONNEL RATES FOR FISCAL YEAR 2023-2024 & FISCAL YEAR 2024-2025 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 EXHIBIT “D” AMENDMENT NO. 3 SCHEDULE OF PERFORMANCE FISCAL YEAR 2021-22 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 FISCAL YEAR 2023-24 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F 01203.0006/926052.1 FISCAL YEAR 2023-24 & FISCAL YEAR 2024-25 DocuSign Envelope ID: F23FC279-E018-4369-93DD-C993538B137F Certificate Of Completion Envelope Id: F23FC279E018436993DDC993538B137F Status: Completed Subject: Complete with DocuSign: RPV - Attachment A- Amendment 3 JLHA1.pdf Source Envelope: Document Pages: 21 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Vanessa Hevener AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 vhevener@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 10/5/2023 8:55:00 AM Holder: Vanessa Hevener vhevener@rpvca.gov Location: DocuSign Signer Events Signature Timestamp John Hunter jhunter@jlha.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.72.152.198 Sent: 10/5/2023 9:13:31 AM Viewed: 10/5/2023 9:44:05 AM Signed: 10/5/2023 9:45:23 AM Electronic Record and Signature Disclosure: Accepted: 10/5/2023 9:44:05 AM ID: f7700bcb-c0aa-4d3c-a8f2-14f68134103b Jillian Brickey jbrickey@jlha.net Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.112.82.30 Sent: 10/5/2023 9:45:24 AM Viewed: 10/5/2023 2:03:17 PM Signed: 10/5/2023 2:03:33 PM Electronic Record and Signature Disclosure: Accepted: 10/5/2023 2:03:17 PM ID: 67271cd5-f41e-4e32-b28b-dc9aa99682ca John Cruikshank john.cruikshank@rpvca.gov Mayor Pro Tem Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 10/5/2023 2:03:34 PM Viewed: 10/5/2023 5:38:02 PM Signed: 10/5/2023 5:38:07 PM Electronic Record and Signature Disclosure: Accepted: 10/5/2023 5:38:02 PM ID: 877b4d2a-8852-41d6-a091-2869b594a100 1. William Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 104.28.123.44 Signed using mobile Sent: 10/5/2023 5:38:08 PM Viewed: 10/5/2023 5:40:35 PM Signed: 10/5/2023 5:40:49 PM Electronic Record and Signature Disclosure: Accepted: 10/5/2023 5:40:35 PM ID: 67b0f974-dfb8-438b-a8b4-7d63ebd0cbfa Signer Events Signature Timestamp Teresa Takaoka TeriT@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.83.180.163 Sent: 10/5/2023 5:40:51 PM Viewed: 10/5/2023 7:56:50 PM Signed: 10/5/2023 7:57:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 10/5/2023 7:57:02 PM Viewed: 10/6/2023 9:24:21 AM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Vanessa Hevener vhevener@rpvca.gov Project Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 10/5/2023 7:57:03 PM Resent: 10/5/2023 7:57:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/5/2023 9:13:31 AM Certified Delivered Security Checked 10/5/2023 7:56:50 PM Signing Complete Security Checked 10/5/2023 7:57:01 PM Completed Security Checked 10/5/2023 7:57:03 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: John Hunter, Jillian Brickey, John Cruikshank, 1. William Wynder, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. 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AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and JOHN L. HUNTER & ASSOCIATES, INC., a California corporation (“Consultant”) is effective as of June 20, 2023. RECITALS A. City and Consultant entered into an Agreement for Professional Services dated December 21, 2021 (“Agreement”) whereby Consultant agreed to provide consulting services related to complying with stormwater quality regulations and laws (“Services”) for a Term of one year ending December 20, 2022, with a maximum Contract Sum of $200,000, and with the option to extend the agreement 3 additional years. B. On July 1, 2022 City and Consultant agreed to extend the Agreement by six (6) months through June 30, 2023 and increase compensation by $100,000 for a total not to exceed Contract Sum of $300,000 (“Amendment No. 1”). C. City and Consultant now agree to further extend the Term by one year through June 30, 2024 with one additional one-year extension remaining, modify the scope of services, and increase compensation by $194,473 for FY 2023-24, for a total not to exceed Contract Sum of $494,473. 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 amended to read: “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 $300,000 (Three Hundred Thousand Dollars)$494,473 (Four Hundred Ninety Four Thousand Four Hundred Seventy Three Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Compensation for FY 22-23 shall not exceed $200,000 (Two Hundred Thousand Dollars).” b. Section 3.4, Term, is amended to read: “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, 2023June 30, 2024, except as otherwise DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 -2- provided in the Schedule of Performance (Exhibit D). The City may, in its discretion, extend the Term by three one additional one-year terms.” c. Exhibit “A”, Scope of Services is repealed and replaced with the attached Exhibit “A” Amendment No. 2 Scope of Services. d. Exhibit “C”, Schedule of Compensation is repealed and replaced with the attached Exhibit “C” Amendment No. 2 Schedule of Compensation. e. Exhibit “D”, Schedule of Performance is amended to read: “Consultant shall deliver the following tangible work products to the City by the following dates and in compliance with all regulatory requirements. A. Draft MS4 Permit Annual Report by November 15 each year. B. Newsletters bimonthly and NPDES/WMG meeting summaries within 10 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 SWPPs within 10 working days of receiving initial plan submittals. Follow up reviews will be performed within 10 working 10 days. H. Construction program inspection reports and violation notices within one month of the inspection/violation. I. Watershed meeting agendas 1 day prior to meeting. J. Revise draft EWMP in accordance with the comments received from the Regional Water Quality Board, within three months of receipt of comments. 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 within the first year of EWMP Implementation. DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 -3- L. Draft Watershed ROWD one month prior to June 1, 2022 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. N. Draft Non-Stormwater Source ID Report – 10 working days prior to deadline for source identification. O. Draft Integrated Monitoring Compliance Report by November 15 each year.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 and 2 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. 2, 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. 2, Consultant 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. 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. 2. 5. Authority. The persons executing this Amendment No. 2 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. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 -4- 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 ____________________________________ Barbara Ferraro, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: JOHN L. HUNTER & ASSOCIATES, INC., a California corporation By: ________________________________ Name: John L. Hunter Title: President By: ________________________________ Name: Jillian Brickey Title: Secretary Address: 6131 Orangethorpe Avenue, Su 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. DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 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 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. DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 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 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. DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 EXHIBIT “A” AMENDMENT NO. 2 SCOPE OF SERVICES FOR THE PERIOD DECEMBER 21, 2021 THROUGH JUNE 30, 2023 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 [Continues on following page] DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 SCOPE OF SERVICES FOR FISCAL YEAR 2023-2024 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 EXHIBIT “C” AMENDMENT NO. 2 SCHEDULE OF COMPENSATION I. Compensation will be based on time and materials per the rate table below. Amounts may be moved between line items so long as the total contract amount is not exceeded: COMPENSATION THROUGH JUNE 30, 2023 • 1.3.8 General Consultation As Needed: Time and Materials DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 COMPENSATION FOR FISCAL YEAR 2023-2024 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 EXHIBIT “C-1” AMENDMENT NO. 2 PERSONNEL RATES THROUGH JUNE 30, 2023 John L. Hunter & Associates, Inc. Principal $185 / hour Director $165 / hour Program Manager $165 / hour Staff Engineer $165 / hour Project Manager $155 / hour Assistant Project Manager $145 / hour Project Engineer $145 / hour Compliance Specialist II $115 / hour Project analyst II $115 / hour Industrical/commercial facility inspection $125 / hour Compliance Specialist I $95 / hour Project Analyst I $95 / hour Administrative Assistant, Laborer (OSHA 40hr certified) $65 / hour State Certified Laboratory analysis $Cost + 5% Legal Consultation, Court Apperances/Document review, etc. $250 / hour Subcontracted equipment Cost + 5% This rate is subject to consumer price index (CPI) increases in subsequent years. Geosyntec Standard Rate Schedule (Subcontractor) Staff Professional $135 / hour Senior Staff Professional $157 / hour Professional $178 / hour Project Professional $200 / hour Senior Professional $225 / hour Principal $245 / hour Senior Principal $268 / hour Project Administrator $74 / hour Clerical $58 / hour Direct Expenses Cost plus 10% Subcontract Services Cost plus 10% Personal Automobile (per mile) Current Gov’t Rate DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 01203.0006/896811.1 PERSONNEL RATES FOR FISCAL YEAR 2023-2024 DocuSign Envelope ID: D628568F-4F4A-4147-BD97-A880C1EE2386 Certificate Of Completion Envelope Id: D628568F4F4A4147BD97A880C1EE2386 Status: Completed Subject: Complete with DocuSign: JHLA Stormwater Quality Consulting Amendment No. 2 FINAL.pdf Source Envelope: Document Pages: 16 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Karissa Russell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 krussell@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 6/21/2023 10:58:22 AM Holder: Karissa Russell krussell@rpvca.gov Location: DocuSign Signer Events Signature Timestamp John L. Hunter jhunter@jlha.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.75.54.66 Sent: 6/21/2023 11:11:01 AM Resent: 6/26/2023 9:26:32 AM Viewed: 6/26/2023 9:46:40 AM Signed: 6/26/2023 9:47:49 AM Electronic Record and Signature Disclosure: Accepted: 6/26/2023 9:46:40 AM ID: 78af2993-759b-46f0-9ccd-001b373f67cd Jillian Brickey jbrickey@jlha.net Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.75.54.66 Sent: 6/26/2023 9:47:51 AM Viewed: 6/26/2023 10:11:35 AM Signed: 6/26/2023 10:12:07 AM Electronic Record and Signature Disclosure: Accepted: 6/26/2023 10:11:35 AM ID: 08611fb1-0991-4cd1-9de5-3f81e99afd3b William Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.28.85.131 Signed using mobile Sent: 6/26/2023 10:12:09 AM Viewed: 6/26/2023 10:12:41 AM Signed: 6/26/2023 10:12:58 AM Electronic Record and Signature Disclosure: Accepted: 6/26/2023 10:12:41 AM ID: 9d75368e-8151-40ea-9ef2-d3c7607affa7 Barbara Ferraro barbara.ferraro@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.211.255.186 Signed using mobile Sent: 6/26/2023 10:12:59 AM Viewed: 6/27/2023 4:08:13 PM Signed: 6/27/2023 4:09:25 PM Electronic Record and Signature Disclosure: Accepted: 6/27/2023 4:08:13 PM ID: 4f062967-715d-40df-97bf-6165748326b6 Signer Events Signature Timestamp Teresa Takaoka TeriT@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.83.180.163 Signed using mobile Sent: 6/27/2023 4:09:27 PM Viewed: 6/27/2023 5:30:37 PM Signed: 6/27/2023 5:30:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Ramzi Awwad rawwad@rpvca.gov Director of Public Works City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/27/2023 5:30:50 PM Electronic Record and Signature Disclosure: Accepted: 3/2/2023 10:45:19 AM ID: 3242b72d-4755-489d-8e5f-7c62dc360470 City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/27/2023 5:30:51 PM Viewed: 6/29/2023 1:00:02 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Lorna Cloke lornac@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/27/2023 5:30:52 PM Viewed: 6/27/2023 5:46:41 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheri Bailiff cherib@rpvca.gov Permit Technician I (PW) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/27/2023 5:30:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/21/2023 11:11:01 AM Envelope Updated Security Checked 6/21/2023 11:23:06 AM Certified Delivered Security Checked 6/27/2023 5:30:37 PM Signing Complete Security Checked 6/27/2023 5:30:48 PM Completed Security Checked 6/27/2023 5:30:53 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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AMENDMENT NO 1 TO AGREEMENT FOR CONTRACTUAL SERVICES This AMENDMENT NO 1 to the December 21, 2021 AGREEMENT FOR CONTRACT SERVICES by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation ( City") and JOHN L HUNTER & ASSOCIATES, INC , a California corporation ( Consultant"), is effective as of July 1, 2022 RECITALS A City and Cosultant entered into an Agreement for Contractual Services dated December 21, 2021 ( Agreement") whereby Consultant agreed to provide consulting services related to complying with stormwater quality regulations and laws (the Services") for a term of 1 year ending December 20, 2022,with a maximum Contract Sum of$200,000, with the option to extend the agreement 3 additional years B Based on the continuing need for Services, by this Amendment No 1 to the Agreement, City and Consultant agree to extend the Agreement by six months through June 30, 2023 Compensation shall not exceed $100,000 during the period of January 1, 2022 to June 30, 2022 and not exceed $200,000 during FY 2022-23, for a total Contract Sum of$300,000 TERMS 1 Contract Changes The Agreement, as amended, is further amended as provided hereinafter (Deleted text is indicated in str•-ilk& added text in bold& italics) a Section2 1, Contract Sum, is amended to read Subject to any limitations set forth in this Agreement, City agrees to pay Consultant 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 '. -l !,! ! ! . - . . Delays) $300,000 (Three Hundred Thousand Dollars) (the Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 " Compensation for FY 22- 23 shall not exceed $200,000 (Two Hundred Thousand Dollars) ii !!! .. 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 one (1) from the date hereof, June 30, 2023, except as otherwise provided in the schedule of Performance (Exhibit D") The City may, in its discretion, extend the Term by three additional one-year terms" 2 Continuing Effect of Agreement Except as amended by Amendments No 1, all provisions of the Agreement shall remain unchanged and in full force and effect From and after 01203 0006/796717 1 the date of this Amendment No 1, whenever the term Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendments No 1 to the Agreement 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each 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 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,(►i)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] 01203 0006/796717 1 -2- 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 • /I ___i 40 lym_, Davi,/ Bradley, Mayr / ATTEST eresa Takao a, City Clerk APPROVED AS TO FORM ALESSH]IRE & WYNDER, LLP William W Wi der, City Attorney CONSULTANT HAROLD JOHN L HUNTER & ASSOCIATES, INC , a California corporation vor By ; 'tame John L unter Title President By / III e Gillian Brickey • Title Seceratary 101 Address 6131 Orangethorpe Avenue 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 01203 0006/796717 1 -3- 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 CALIFORNIA COUNTY OF LOMGELU' " On Jona aO ,2022 before me, LAnd0I(0-A((1t-1personally appeared d I (\t Av1 13f t t-kVoved 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 U NDAKAY GANCI WITNESS my hand and officia eal N 4ti�, COMMON 02328853 ae Notary Pbblic-California S Signature = COUNTY Of ORANGE Comm Exp JULY 24,2024 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 OFFICERndwu +—Ecfpro{eSSt04alPyree TITLE OR TYPE OF DOCUMENT TITLE(S) El PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/796717 1 4 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 CALIFORNIA OrGoge COUNTY OF L9S4KIELES On J uvtQ AO ,2022 before me, Linda (au1C1 ,personally appeared JO" L 1" 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 offic I seal UNOA KAY OANCI 1 c ':, COMMON •2326853 I Notary Public-California S Signature f S* COUNTY Of ORANGE g Comm Exp JULY 24,2024 ! 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 El CORPORATE OFFICER Nnar wmett-fvrpra>fen(' t (*etrra.n-I— TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) El LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) El GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/796717 I 5 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and JOHN L HUNTER & ASSOCIATES, INC 01203 0001/699504 1 EQG 1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND JOHN L HUNTER& ASSOCIATES,INC THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into on December 21, 2021, 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 may be referred to, individually or collectively, as "Party" or"Parties " RECITALS A City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement B Consultant, following submission of a proposal 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 descnbed 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", as stated in the Proposal, 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, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is expetienced in performing the work and services contemplated herein Consultant shall at all times faithfully, competently and to the best of its ability, expenence 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 01203 0001/699504 1 EQG 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 1 2 Consultant's Proposal The Scope of Service shall include the Consultant's Proposal 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 heieunder 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 California Labor Law If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq and California Code of Regulations, Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq and 1810 et seq , and all other applicable laws, including the following requirements (a) Public Work The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR Consultant shall post job site notices, as presci ibed by regulation (b) Prevailing Wages Consultant shall pay prevailing wages to the extent iequiied by Laboi Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site wheie work is performed under this Agreement (c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The 01203 0001/699504 1 EQG 2 Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor (d) Payroll Records Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, certify and make such payroll records available for inspection as provided by Section 1776, and inform the City of the location of the records (e) Appientices Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8, Section 200 et seq concerning the employment of apprentices on public works projects Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations Pnor to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement (f) Eight-Hour Work Day Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work Consultant shall comply with and be bound by Labor Code Section 1810 (g) Penalties for Excess Hours Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) foi each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such woi kei is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code Pursuant to Labor Code section 1815, woi k performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forthy) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than l'A (one and one half) times the basic rate of pay (h) Workers' Compensation California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract" 01203 0001/699504 1 EQG 3 Consultant's Authorized Initials (i) Consultant's Responsibility for Subcontractors For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor 1 5 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 arc 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 6 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 Conti act Officer in the form of a Change Order 1 7 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 01203 0001/699504 1 EQG 4 1 8 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 of this Agreement Unless hereafter specified, neither party shall be responsible for the service of the other 1 9 Additional Services City shall have the right at any time dunng 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 woik No such extra woik may be undertaken unless a written Change 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 15% of the Contract Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order 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 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 Consultants 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 If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed change order will stipulate, the facts sun ounding the issue, proposed solutions, proposed costs and proposed schedule impacts 1 10 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 incorpoiated herein by this reference In the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern 01203 0001/699504 1 EQG 5 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 $200,000 (Two Hundred Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 19 Annual compensation shall not exceed $200,000 (Two Hundred and Fifty Thousand Dollars) 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, (in) 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, and (b) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the Schedule of Compensation 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 subcontractoi 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, using the City template, or in a format acceptable to the City, 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 peison City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred aie 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 45 (forty-five) days of receipt of Consultant's correct and 01203 000I/699504 I EQG 6 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 nghts 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 peiformance of this Agreement 3 2 Schedule of Performance 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 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 through a Change Order, but not exceeding 90 (ninety) days cumulatively 3 3 Force Maieure The time period(s) specified in the Schedule of Performance for pei formance 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 10 (ten) days of the commencement of such delay notify the Contract Officer in wnting 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 01203 0001/699504 1 EQG 7 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 1 year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D") The City may, in its discretion, extend the Term by three additional one-year terms 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 President (Name) (Title) Jillian Bnckey Program Manager (Name) (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 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 expiess written approval of City Additionally, Consultant shall utilize only the personnel included in the Proposal 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 City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld 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 01203 0001/699504 1 EQG 8 agents, shall obtain any rights to retirement, health case 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 Ron Dragoo, City Engineer, or such person as may be designated by the City Manager 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 of otherwise or a Joint venturer or a member of any Joint enterprise with Consultant 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, all subcontractors included in the Proposal are deemed approved In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated o► 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 25% (twenty five percent) 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 01203 0001/699504 1 EQG 9 ARTICLE 5 INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and pioperty damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO "insured contract" language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covenng bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than thiee (3) years after completion of the services iequiied by this Agreement (d) Workers' compensation insurance Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000) (e) Subcontractois 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 (a) Proof of insurance Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be 01203 0001/699504 1 EQG 10 approved by City's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants (c) Primary/noncontributing Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a pnmary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery against City, and shall requite similar written express waivers and insurance clauses from each of its subconsultants (g) Enforcement _ of contract provisions (non-estoppel) Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other 01203 0001/699504 1 EQG 1 1 requirements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (i) Notice of cancellation Consultant agiees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage (t) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages iequired herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (1) Separation of insuieds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements iequiied of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency's nght to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change If such change iesults in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City 01203 0001/699504 1 EQG 12 (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work 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 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 woik, 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 failuie 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 office's, 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 01203 0001/699504 1 EQG 13 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 ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION 61 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 pnnciples 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 piepare and submit to the Contract Officei 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 of 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 of the 01203 0001/699504 1 EQG 14 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 nghts of ownership use, reuse, or assignment of the documents and matenals hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authonzation 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 shall have the nght 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"woi ks 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 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 pnor 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 older 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 attorney's 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 01203 0001/699504 1 EQG 15 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 juiisdiction 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 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 15 (fifteen) 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 of the Consultant's default shall not be deemed to iesult 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 of 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 01203 0001/699504 1 EQG 16 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 expiessly 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 iemedies 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 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 30 (thirty) 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 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 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 of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7 2 7 8 Termination for Default of Party If termination is due to the failure of the other Party to fulfill its obligations under this Agreement (a) 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 01203 0001/699504 1 EQG 17 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 (b) Consultant may, after compliance with the provisions of Section 7 2, terminate the Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to payment for all work performed up to the date of termination 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 pioceeding, 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 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 successoi, 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 01203 0001/699504 I EQG 18 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 discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class 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 § 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, 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 91 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 of 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 , Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the addiess 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 wilting 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 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 01203 0001/699504 1 EQG 19 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 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 of Non-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 oi regulation The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" puisuant to Government Code Sections 1091 oi 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), oi 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 Consultant's Authorized Initials , I- 0I 203 0001/699504 1 EQG 20 9 7 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) that 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] 01203 0001/699504 1 EQG 21 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 mu• sal corporat • / ,avid L :ra•ley, Mayor ATTEST eres kaoka, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP William W Wynd ity Attorney CONSULTANT JOHN L U TER : • SSOIATES, INC By . CI- .ATE, A_A Name i ohn L Hunter Title Pr-,.ident i By / �. IAA Name J i.n :rickey Title Secretary 110 Address 6131 Orangethorpe Avenue 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 01203 0001/699504 I EQG 22 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 CALIFORNIA COUNTY OF LOS ELES orae9e ISD-putt'1- On Dec I S ,2021 before me,Ltncia(Cay Ei a rtct ,personally appeared J 1 Ii On Of Ickeki ,proved to me on the basis of satisfactory evidence to be the pet son(s)whose names(s)is/ate 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/then signature(s)on the instrument the peison(s),or the entity upon behalf of which the petson(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 ,.�-7�^•,. LINDA KAY GANCI WITNESS my hand and official seal m i .7 COMMISSION #2329953 3 a 0`tom.=." Notary Public-California v 2 • �_`' COUNTY Of ORANGE `: Signature w Comm Exp JULY 24 2024 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0001/699504 1 EQG Q I\ 5.111 ,11\1 . 1.\ , ill NI,\ls 1,\ s,r lit 111\r11.\t NI EA? \11,1 Sth\1s 1.1.11,Nth',s,Fx-,,141,11 t 1r1\1 . 1,\t\1111 \I4\Y 111, 111 t 111\T It F\ dill 111T California All-Purpose Certificate of Acknowledgment y A notary public or other officer completing this certificate venfies 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 County of Ora/nge s s ' On Dece'yik e( I5,�,9-I before me, Linda Kay Gana, Notary Public i'. U ,t 1.)t r. n 1 hi s personally appeared J i I Ilan grlcike-&-( _ 431_ C I - lal:le _ :ar - who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 ? *sem LINDA KAY GANCI % a ,Fq COMMISSION #2329953 3 ' WITNESS my hand and official seal 7 Notary Public-California 43. COUNTY Of ORANGE N I "'w• Comm ExAla p JULY 24 2024 ' r OPTIONAL INFORMATION , 0 1 0 11r(\ r 11 O I n ,YI 4 ,,,,.-1('1 ' 09t rt'(/!t'4-(1 by„--n, ,t('r1(t4 pt c,v,-1=t T,; ' lll'PIt '''r1")'II itrkl rf Iltru( I)ITI_,,i )f r > , ,' f( ,t 1 >r" 1r'0 '11 ZOO1 d01 d17 C'71 <,)(j r1 ,IV 1)'1V( its(f1 I to/,r TSOr,l /Off'"?/0't, IP at n !t-''l d,,'J' nt1 1 Description of Attached DocumentAdditional infofmatian The preceding Certificate of Acknowledgment is attached to a Method of Signer Identification ;1 document titled/for the purpose of CP'rtracf- Proved to me on the basis of satisfactory evidence 1CIA0 1,05 VerC{Q.S [Aforrn(s)of identification ❑credible witness(es) containing pages, and dated Notanal event is detailed in notary journal on = • The signer(s)capacity or authority is/are as Page# Entry# ii Individual(s) Notary contact - Li Attorney in fact ❑ Corporate Officer(s) Other_ _ _ tib ' ❑ Additional Signer ❑ Signer(s)Thumbpnnts(s) Ca Ill Guardian/Conservator LIC [1 Partner Limited/General r1 Trustee(s) ' , Other _ representing 1 n 1 I r < n n , ,k 1 1 1 1 \I1\1 1 1.\ 1,11 1 111 ,1\ 11.111 s \1 \ ,:\'t s psi l♦II\ (,♦ 1•'11 11 \tI\I s IN 1,1TI, \II♦ . 1.\ ',III \I1 101,1\ 1'1 11 111\1. \ \11 1 ' , \ t 4 ' Z I II )ylits I:I ol.cd `''0 'Ir pu rirSc I-plc, I f,In from 'lit wrt,0i,�t ,\,1 1r N, y,' 11, •)1r 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 CALIFORNIA or a r' COUNTY OF LO GELES On Dec. 15 ,2021 before me,Ueda Kos((AO 11C1 ,personally appeared Jbhn L 141'074e". ,proved to me on the basis of satisfactory evidence to be the petson(s)whose names(s)is/ate subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/then authouzed 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 LINDA KAY GANCI COMMISSION #2329953 3 WITNESS my hand and official seal ate .`;LL b Notary Public-California 10 �� 4!�� COUNTY ORANGE Signature �w Comm Exp JULY 24 2024 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0001/699504 1 EQG lilt I\ MII I. ,fi\1, h♦ ,1111- ,11\I„1, MI I I..I)NI ,.hN,1111, IFNI, h, ,III1.\IF\T, ,.v 1.1-111 MI:, ,.1.'s, ,1.1 11 ,11-\'1 A,1,r, M11-1,.,Ir NI',.1.., 1111,,,Il,l11. LI California All-Purpose Certificate of Acknowledgment s 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 County of 0 1-0 e' e s s On GPAnt ( 1' , aOa"I before me, Linda Kay Ganci, Notary Public 'Y ru tri E rj ' bn hit ' - personally appeared JO k1 h L. (4ti✓1-+e-( _ ,lat„ lr3 i' Ja r.-. - , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is . � LINDA KAY GANCI • true and correct H :,., COMMISSION #2329953 c % a '-tem .g?,.,-.a Notary Public-California 2* w c. !� 1'' COUNTY Of ORANGE WITNESS my hand and official seal Comm Exp JULY 24 2024 rIl q icj t 7 3f , h I( OPTIONAL INFORMATION 1 '1' - 7`0 1 in rtv; se—fro is,,)t r'fi "r-c 1)y/ati if(')ldtq/,r(-vet I fl,,, `l,Ler' P 1)v 11 il,(l teflrtach'n.r,t of , ,i,l'l)G),ZF'LI iiL.,vlr'('h c 1-i,.'1 'ay p uv( ISO. ft,perSJ,Ib ri,/!ij oh 'ICI u'1 1t nod 00,-u,7 1`1)i - Description of Attached Document r.-.•1 ' jAdditfonalilnf_ormation y The preceding Certificate of Acknowledgment is attached to a Method of Signer Identification • document titled/for the purpose of ce<'c-f —_ Proved to me on the basis of satisfactory evidence (ZGr'l[ielo pa(OS Ver-iQ3 'A form(s)of identification ❑credible witness(es) containing pages and dated _ Notarial event is detailed in notary journal on = Page# Entry# i • The signer(s) capacity or authority is/are as ❑ Individual(s) Notary contact - ❑ Attorney in-fact • ❑ Corporate Officer(s) other __ __ _ _ _ _-- _ _________ tic ' Additional Signer Elg [] Signer(s)Thumbpnnts(s) Li -.- - ❑ Guardian/Conservator ❑ Partner Limited/General [Ti Trustee(s) ' ❑ Other representing _ I I n 14 I I r I I—- - - --- -- - ®—i'[1 I Ir„ v,NI ,.1 ,.„111 ,iT—,1♦ MI TI,.sI vt ,.N„rI 1-, rrc<i:,,I,1 to NT"6,• I I,1 \II,I . KNI,•11,1 ,Itis.,I"III I I„u•N r, u< ,III III I r,I Ni lar r 1 nil 't i r lJi 2 glifq Pt ce l VC(. V b Cir('ii 11-ti( r)^1C r'this icn) troll 11 r wi h,i at ww+,ThcNCI-ryscior( bill EXHIBIT "A" SCOPE OF SERVICES Table 4.Scope of City-specific Municipal NPDES Program Services Tasks j Description 1.1.Program Administration,Including Compliance Planning and Reporting Tasks Program updates Provide project and program status updates Budgeting Assist in developing program budgets and cost share agreements interagency planning Represent the City in meetings/correspondence with program stakeholders Program assessment Assess program compliance and recommend actions Review and comment on and development program documents Assist in preparing new program documents Technical assistance Share technical program information and expertise with City staff Compliance studies As needed.Assist in planning and implementing compliance studies. Compliance reporting Prepare the Annual Report and quarterly reports for Stormwater Permit sites Record keeping Operate and maintain an accessible online databases of Program records Contingency Contingency for(Unreleased)2021 MS4 Permit Requirements Related services As needed:Assist with Municipal NPDES services not identified in this scope 1.2.Program Funding Funding programs As needed Provide updates,prepare applications, and assist in administration Fees • As needed.Assist in developing and administering Program fees 1.3.Control Programs Note.Tasks 1 3 2-6 activities include corresponding with site operators and updating site records regularly 1.3.1 Training Training presentation I Develop and provide Municipal NPDES training for city staff as applicable. 1 3.2 Municipal Projects and Programs Development and As needed:Assist in developing and implementing pollutant control projects and implementation programs not identified in this scope of services Tracking Update records for pollutant-generating facilities with available information Inspections Inspect facilities for BMP implementation Assist in selecting BMPs 1.3.3.New Development Tracking Update LID BMP records with available program information. Reviewing Review LIDs and related documents inspecting/enforcing As needed:verify BMP installation/O&M.issue enforcement 1 3.4 Construction(For sites that disturb 2 1 acre As needed for sites that disturb<1 acre ) Tracking • Update ste records with available Program inventory information Reviewing As needed: Review SWPPPs and ESCP5 for BMP implementation. Inspecting/enforcing Schedule/conduct BMP inspections.follow-up,issue enforcement. 1 3.5 Industrial/Commercial Facilities CBR Program Assist with the following subtasks related to CBR facilities Tracking Update industrial/commercial facility records using available data sources Educating As needed: Distribute,develop,and purchase educational material. inspecting/enforcing Schedule and conduct BMP inspections,follow-up,issue enforcement 1.3.6 Illicit Discharge Investigations Investigating/enforcing • Conduct field investigations.follow-up, issue enforcement. 1.3.7 Public Outreach Events Assist with City community events to promote pollution prevention Material distribution Provide and distribute educational materials Material development As needed: Update and develop educational materials and content Applicable to All Tasks Project Management 1 Coordinate with project staff, report on progress, and QA/QC deliverables. 1.3.8 General Consultation Expertise Review As needed: Communications within the competence of consultant 01203.0001/699504.1 EQG A-1 Geosyntec will serve as a subcontractor to assist with Scope of Service Task 2.2. Their costs are incorporated into our Not-to-Exceed cost estimate Table 7. Table 5.Scope of City's Share of Peninsula WMG EWMP Services Tasks Description 2.1.Watershed Meetings Tasks Coordination Schedule monthly meetings,prepare agendas,meeting minutes,and presentations on an on-going basis.Attend South Santa Monica Bay Watershed Steering Committee meetings to represent the PVP WMG. 2.2.EWMP Update Coordination and Reporting Note:This task includes activities conducted by both ANA and Geosyntec. Coordination Coordinate with other updated PVP EWMP Agency information for input into the PVP WMG Reasonable Assurance Analysis(RAA)model and EWMP.This is a one- time effort(every 5-year)for required updates to the RAA and EWMP and to address Regional Board required revisions after EWMP submittal. Reporting Revise the updated PVP EWMP Reasonable Assurance Analysis(RAA)model and EWMP.This is a one-time effort(every 5-year)for required updates to the RAA and EWMP and to address Regional Board required revisions after EWMP submittal. Contingency I Contirgency for(Unreleased)2021 MS4 Permit Requirements 2.3.External and Alternative Compliance Options Coordination • Coordinate the pursuit of TMDL compliance,TMDL reconsideration,and Regional Projects with agencies within and outside of the PVP WMG on an on-going,as needed basis. 2.4.Public Agency Activities Training Activities Develop and deliver distinct training modules for Construction and Public Agency Activities,customized for PVP WMG each to be delivered on 2 separate occasions so that City staff/contractors have 2 choices of dates for training. 2.5.Watershed Report of Waste Discharge(ROWD) Reporting Draft and finalize ROWD based on Watershed and Individual annual reports including CIMP Integrated Monitoring Compliance Report and new information received since annual report preparation per the MS4 Permit.The ROWD will be due prior to the specified deadline when the updated MS4 Permit requires it. 2.6.Adaptive Management Reporting Prepare an evaluation of the EWMP every two years(unless otherwise specified in the updated MS4 Permit),adapting the EWMP to become more effective per the requ rements of the MS4 Permit.Modifications to the EWMP will be implemented upon approval by the Regional Water Board. 2.7.Review and Coordinate Deliverables with Other Peninsula EWMP Agencies Coordination , Coordinate with other Peninsula EWMP agencies to implement joint activities on an on-going,as needed basis. Review Review shared EWMP scope of work deliverable produced by other agencies party to the EWMP,or their consultants,and provide comments on an on-going, as needed basis. 2.9.Contingency for Project Geotechnical Work Implementation Implement site-specific geotechnical work such as soil borings Applicable to All Tasks Project Management [ Coordinate with project staff,report on progress,and QA/QC deliverables. 01203.0001/699504.1 EQG A-2 1 Table 6.Scope of CIMP Implementation MOU Services Tasks Description 3.1. Non-Stormwater Outfall Screening Program(if required by new MS4 Permit) Source ID Investigation As needed:if another round of investigations are required by the updated MS4 Permit, investigate the prioritized outfalls with significant non-stormwater discharge by deadline for source identification. Source ID Reporting As needed: If another report is required by the updated MS4 Permit, prepare a report of the results of the source identification investigation prior to the specified deadline upon completion of the investigation. 3.2 Integrated Monitoring Compliance Report(IMCR) Review Review and edit the IMCR annually per the requirements of the MS4 Permit. 3.3 Correspond with Monitoring Consultants Coordinate Coordinate and facilitate communication amongst the City,the PVP WMG,and the monitoring consultants. Provide assistance with monitoring contracts. Applicable to All Tasks Project Management Coordinate with project staff, report on progress,and OA/QC deliverables. 01203.0001'699504.1 EQG A-3 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [INTENTIONALLY LEFT BLANK] 01203.0001/699504.1 EQG B-1 EXHIBIT"C" SCHEDULE OF[=IVIPENSATION Compensation will be based on time and materials per the rate table below. Amounts may be moved between line items so long as the total contract amount is not exceeded: Program Title Team Member Information (Expected Contribution%) JLHA Project Manager Name Michelle Staffield,PE,MSE,CPSWQ,QSD 20% Roles Point-of-contact,manages service implementation and budget Principal in Charge Name John Hunter,PE 10% Roles Point-of-contact,oversees project implementation Project Lead Name Jacqueline Mak 30% Roles Project analyst,coordinates services and deliverables Technical Support Name Hugo Garcia,CPSWQ, CESSWI,QSD/P 5% Roles Support field inspection and GIS activities Technical Support Name Glenn Cajar, CESSWI,QSP 20% Roles Field compliance inspections Project Support/ Name Cameron McCullough, MS,CPSWQ,QSD/P,IGP ToR Technical Support As-needed technical/project support, including project Roles 10% management Project Support/ Name Jillian Brickey, MS,CPSWQ,QSD/P,IGP ToR Technical Support Roles As-needed technical/project support, including project 5% management Geosyntec(Subcontractor) Project Director Name Christopher Wessel,PE,QSD/P(Subcontractor:Geosyntec) 20% Roles Project delivery for RAA model revision Project Manager Name Curtis Fang, PE,QSD,QISP(Subcontractor:Geosyntec) 70% Roles Project delivery for RAA model revision Senior Technical Advisor Name Scott Struck,PhD,ENV SP(Subcontractor:Geosyntec) 10% Roles Project delivery for RAA model revision 01203.0001/699504.1 EQG C-1 Fiscal Year FY 21-22 Task name Cost Totals •1. CITY-SPECIFIC MUNICIPAL NPDES PROGRAM SERVICES $64,050 1.1 Program Administration,Including Compliance Planning and Reporting Tasks $16,000 1.2 Program Funding $4,000 1.3.1 Training $1,950 1.3.2 Municipal Projects and Programs $5,000 _ 1.3.3 New Development $9,750 1.3.4 Construction $9,750 1.3.5 Industrial/Commercial and Clean Bay Restaurant Facilities $12,000 _ 1.3.6 Illicit Discharge Investigations $3,000 1.3.7 Public Outreach $2,600 2.CITY'S SHARE OF PENINSULA WMG EWMP SERVICES $114,000 2.1 Watershed Meetings Coordination $27,500 2.2 EWMP Update Coordination and Reporting $27,500 2.3 External and Alternative Compliance Options $28,000 2.4 Public Agency Activities(Construction Program and Public Agency Activities Training) $8,000 2.5 Watershed Report of Waste Discharge(expected FY 25-26) $0 2.6 Adaptive Management So 2.7 Review and Coordination with Other Peninsula EWMP Agencies $13,000 _ 2.9 Contingency for Site Specific Geotechnical Work $10,000 3.CIMP IMPLEMENTATION MOU SERVICES $18,100 3.1 Outfall Screening Program(if required by new MS4 Permit) $6,500 _ 3.2 Integrated Monitoring Compliance Report $2,500 3.3 Correspond with Monitoring Consultants and Prepare RFP $9,100 Total $196,150 1.3.8 General Consultation As Needed:Time and Materials 01203.0001/699504.1 EQG C-2 EXHIBIT "C-1" PERSONNEL RATES p" Rate Schedule John L. Hunter&Associates, Inc. Principal $185 /hour Director $165 /hour Program Manager $165 /hour Staff Engineer $165 /hour Project Manager $155 /hour Assistant Project Manager $145 /hour Project Engineer $145 /hour Compliance Specialist II $115 /hour Project analyst II $115 /hour Industrical/commercial facility inspection $125 /hour Compliance Specialist I $95 /hour Project Analyst I $95 /hour Administrative Assistant, Laborer(OSHA 40hr certified) $65 /hour State Certified Laboratory analysis $Cost+5% Legal Consultation, Court Apperances/Document review, etc. $250 /hour Subcontracted equipment Cost+5% This rate is subject to consumer price index(CPI) increases in subsequent years. Geosyntec Standard Rate Schedule (Subcontractor) Staff Professional $135 /hour Senior Staff Professional $157/hour Professional $178 /hour Project Professional $200/hour Senior Professional $225 /hour Principal $245 /hour Senior Principal $268 /hour Project Administrator $74 /hour Clerical $58/hour Direct Expenses Cost plus 10% Subcontract Services Cost plus 10% Personal Automobile(per mile) Current Gov't Rate 01203.0001/699504.1 EQG C-3 EXHIBIT "D SCHEDULE OF PERFORMANCE Consultant shall deliver the following tangible work products to the City by the following dates. A. Draft MS4 Permit Annual Report by November 15 each year. B. Newsletters bimonthly and NPDES/WMG meeting summaries within 10 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 10 working days of receiving initial plan submittals. Follow up reviews will be performed within 10 working days. H. Construction program inspection reports and violation notices within one month of the inspection/violation. I. Watershed meeting agendas 1 day prior to meeting. J. Revise draft EWMP in accordance with the comments received from the Regional Water Quality Board, within three months of receipt of comments. 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 within the first year of EWMP Implementation. L. Draft Watershed ROWD one month prior to June 1, 2022 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. N. Draft Non-Stormwater Source ID Report— 10 working days prior to deadline for source identification. 01203.0001/699504.1 EQG D-1 0. Draft Integrated Monitoring Compliance Report by November 15 each year. 01203.0001/699504.1 EQG D-2