Michael Baker International Inc - FY2023-005-02AMENDMENT 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 (“City”) and
MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation (“Consultant”).
effective as of July 1, 2024.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated July 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call planning services
for the Community Development Department for a Term of two years and a not-to-exceed Contract
Sum of Thirty Thousand Dollars ($30,000), with the option to extend the Term by two additional
one-year terms.
B. On December 6, 2022 City entered into Amendment No. 1 to increase the total sum
of the Agreement by $85,000 for a total Contract Sum of $115,000 to expand planning support
services due to a temporary staff shortage in the Planning Division, and ongoing need for technical
planning support for issues such as housing, noise, biology, and traffic.
C. City and Consultant now desire to amend the Agreement and exercise the option to
extend the Agreement one-year to continue to provide Planning professional services through
June 30, 2025 with no increase in Contract Sum.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
2. Section 2.1, 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 two years from the date hereof, June 30, 2025 except as
otherwise provided in the Schedule of Performance (Exhibit “D”). The City may,
in its discretion, extend the Term by one additional 1-year term.
3. 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 this Amendment No. 2 to the Agreement.
4. 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
DocuSign Envelope ID: 9B869046-4294-4541-8C74-94046F0989E7
01203.0005/984392.2 -2-
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.
5. 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.
6. 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: 9B869046-4294-4541-8C74-94046F0989E7
01203.0005/984392.2 -3-
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
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
MICHAEL BAKER INTERNATIONAL,
INC., a Pennsylvania Corporation
By: ________________________________
Name: William Hoose
Title: Assoc. Vice President
By: ________________________________
Name: Richard Beck
Title: Assistant Secretary
Address: 3760 Kilroy Airport Way, Suite 270
Long Beach, CA 90806
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: 9B869046-4294-4541-8C74-94046F0989E7
Certificate Of Completion
Envelope Id: 9B869046429445418C7494046F0989E7 Status: Completed
Subject: Complete with Docusign: RPV- Michael Baker -Amendment No. 2_2024(984392.2).pdf
Source Envelope:
Document Pages: 3 Signatures: 5 Envelope Originator:
Certificate Pages: 5 Initials: 0 Lisa Garrett
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
lisag@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
6/19/2024 11:18:05 AM
Holder: Lisa Garrett
lisag@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
William Hoose
William.Hoose@mbakerintl.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 71.36.182.191
Sent: 6/19/2024 11:26:39 AM
Resent: 6/21/2024 10:11:51 AM
Viewed: 6/21/2024 10:56:28 AM
Signed: 6/21/2024 10:56:58 AM
Electronic Record and Signature Disclosure:
Accepted: 6/21/2024 10:56:28 AM
ID: 08c70434-df98-4cd7-98a8-87223358a848
Richard Beck
rbeck@mbakerintl.com
Vice President
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Using IP Address: 184.180.217.247
Sent: 6/21/2024 10:56:59 AM
Resent: 6/21/2024 11:01:28 AM
Resent: 6/25/2024 10:20:24 AM
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Resent: 7/2/2024 4:50:00 PM
Resent: 7/2/2024 5:02:29 PM
Viewed: 7/2/2024 5:02:56 PM
Signed: 7/2/2024 5:03:01 PM
Electronic Record and Signature Disclosure:
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John Cruikshank
john.cruikshank@rpvca.gov
Mayor
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Electronic Record and Signature Disclosure:
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ID: 34eaa79e-4de4-4a5c-b29f-30a2a41d87c4
Elena Q. Gerli
egerli@awattorneys.com
City Attorney
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Sent: 7/3/2024 7:35:13 AM
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Signed: 7/3/2024 10:10:37 AM
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Teresa Takaoka
terit@rpvca.gov
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(None)
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City Clerk Office
CityClerk@rpvca.gov
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Sent: 7/3/2024 10:10:39 AM
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Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
Lisa Garrett
lisag@rpvca.gov
Administrative Analyst II (CDD)
City of Rancho Palos Verdes
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AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
("Amendment No. 1")by and between the CITY OF RANCHO PALOS VERDES ("City")and
MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant").
City and Consultant may be referred to, individually or,collectively, as "Party" or"Parties." This
Amendment No. 1 is effective as of December 6, 2022.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated July 1,2022("Agreement")whereby Consultant agreed to provide on-call planning services
for the Community Development Department for a Term of two years and a not-to-exceed Contract
Sum of$30,000, with the option to extend the Term for an additional one-year period.
B. City currently has need for expanded planning support services due to a temporary
staff shortage in the Planning Division, and ongoing need for technical planning support for issues
such as housing, noise,biology, and traffic.
C. Therefore, City and Consultant now desire to amend the Agreement to increase the
total sum of the Agreement by$85,000 for a not-to-exceed Contract Sum of$115,000 to cover the
cost of the additional planning support services.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in st-Fikethfettgh and added text in bold italics.
a. Section 2.1,"Contract Sum," is hereby amended as follows:
"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$115,000(One Hundred and Fifteen Thousand Dollars)WON
(41:44y-Theusefid-Dellars)(the"Contract Sum"),unless additional compensation is
approved pursuant to Section 1.9." Annual compensation shall not exceed
$100,000 (One Hundred Thousand Dollars)for Fiscal Year 2022-2023. Annual
compensation shall not exceed$15,000(Fifteen Thousand Dollars)for Fiscal Year
2023-2024.
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 1,whenever the term"Agreement"appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective,valid,and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and
(iv)the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0005/837549 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
9/ e A A
r
•. ! , Mayor
ATTEST:
eresa o a, City Clerk
APPROVED AS TO FORM:
ALESHIRE&WYNDER, LLP
1c)d
A
William W. Wynder, ity Attorney
CONSULTANT:
MICHAEL BAKER INTERNATIONAL,
INC., a Pennsylvania Corporation
By: VC,— it
Name: William Hoose
: Asso _ -' Presid
Name:Panr :-; - - - 1).#42ppokteAlgrz
Title: retary
Address: 3760 Kilroy Airport Way, Suite 270
Long Beach, CA 90806
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 0005/8375491 -3-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ,2022 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: #16dat
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
El INDIVIDUAL
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TITLE OR TYPE OF DOCUMENT
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❑ PARTNER(S) El LIMITED
El GENERAL NUMBER OF PAGES
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SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0005/8375491
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State of California }
CountyLos All9eleS
of }
On 1JoVeim124/r 30 1/sol-1- before me, Aiin Tart ��l c.
(Her nsert name and title o the officer)
personally appeared Wit N( v, dose
who proved to me on the basis of satisfactory evidence to be the person(s) whose
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I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
�S �pT�ir ANNA JIANG 1
WITNESS my hand and official seal. COMM.# 2339422 ,,nn
UJ r � NOTARY PUBLIC-tlXrylNIA V1
LOS ANGELES
h1Y COAaF� ExP JaN 2,2025"'
AL-2i dot •to
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STATE OF CALIFORNIA
COUNTY OF S O1&PG f�
\N",\Vfi.N0.stio, 0Wc
�Qc�
On ,2022 before me,1R ,personally appeared ckIlkr ,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscrto the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
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ms`s' PHILLIP MASTO
WITNESS my hand and official seal. �.4 � Notary Public California
I �: Orange County
Signature: Ili Commission#2405086
My Comm.Expires May 21,2026
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TITLE(S)
PARTNER(S) LIMITED 3
I" GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
El TRUSTEE(S)
El GUARDIAN/C'NSERVATOR
El OTHER DATE OF D 2 CUMENT
SIGNER IS REP' SENTING:
(NAME OF PER IN(S)OR ENTITY(IES)) SIGNER(S, OTHER THAN NAMED ABOVE
01203 0005/8375491
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MICHAEL BAKER INTERNATIONAL INC.
01203 0005/789163 1 1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MICHAEL BAKER INTERNATIONAL INC
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( Agreement") is made and
entered into on St11y I , 2022 by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ( City") and MICHAEL BAKER
INTERNATIONAL INC , a Pennsylvania 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 I 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 described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE 1 SERVICES OF CONSULTANT
1 1 Scope of Services
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the Scope of Services", 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 experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
01203 000 /789163 1
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 hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having junsdiction 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
monitonng and enforcement by the DIR Consultant shall post job site notices, as prescnbed by
regulation
(b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor 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 DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where 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
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of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
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 wnting 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) Apprentices 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 Dav 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 for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker 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, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours dunng 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 one
and 1'/2 (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
01203 0005/789163 1 3
comply with such provisions before commencing the performance of the work of
this contract"
Consultant's Authonzed Initials l✓l 'Pc')
(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 penodic 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 are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1.6 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
restnctions 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, pnor 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 nsk until wntten instructions
are received from the Contract 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, matenals, 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 0005/789163 1 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 nght at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work No such extra work may be
undertaken unless a written 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% (fifteen percent)
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 nsk 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 surrounding 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 incorporated
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 0005/789163 1 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 $30,000 (Thirty Thousand Dollars) (the "Contract Sum"),
unless additional compensation is approved pursuant to Section 1 9 Annual compensation shall
not exceed $ 15,000 (Fifteen 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, (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
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 subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City
Coordination of the performance of the work with City is a critical component of the services If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, 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 person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
01203 0005/789163 I 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 performance 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 penod(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 penod(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 Majeure.
The time penod(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restncted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restnctions, 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
wasting 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 0005/7891631 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 two
years 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 two additional 1-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
pnncipals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith
William Hoose Associate Vice President
(Name) (Title)
Trayci Nelson Division Manager-Agency Staff
(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 Pnncipals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express wntten 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 nght 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 0005/789163 1 8
agents, shall obtain any nghts to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such nghts
4.3 Contract Officer.
The Contract Officer shall be Ken Rukavina or such person as may be designated by the
Community Development Director 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 authonty, if specified in wnting by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a Joint venturer or a member of any
Joint enterprise with Consultant
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its pnncipals 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 wntten 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 or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the pnor wntten approval of
City Transfers restncted hereunder shall include the transfer to any person or group of persons
acting in concert of more 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 0005/789163 1 9
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant's indemnification of City, and pnor to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense dunng the term of this Agreement, policies of insurance of the type and amounts
descnbed 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 property 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 penod no less than
three (3) years after completion of the services required 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) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
(f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B"
5.2 General Insurance Requirements.
(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 0005/789163 1 10
approved by City's Risk Manager pnor 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 nght 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) Pnmary/noncontnbuting Coverage provided by Consultant shall be
pnmary 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 primary 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 nght of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require 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 0005/789163 1 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 agrees 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
(1) 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
required 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 insureds 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
required 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
results 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 0005/789163 1 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 work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith,
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
01203 0005/789163 1 13
services hereunder The provisions of this Section do not apply to claims or liabilities occumng
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
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a penod of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (the "documents and matenals")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
01203 0005/789163 1 1 4
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and matenals hereunder Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific wntten authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment Consultant may retain copies of such
documents for its own use Consultant shall have the right to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom Moreover, Consultant with respect to any documents
and matenals that may qualify as "works made for hire" as defined in 17 U S C § 101, such
documents and matenals are hereby deemed "works made for hire" for the City
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant 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 interrogatones or other information concerning the work performed
under this Agreement Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including 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, interrogatones, 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 nght, 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 0005/789163 1 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
appropnate court in such county, and Consultant covenants and agrees to submit to the personal
junsdiction 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 Distnct 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 dunng 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 result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not ansing 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 0005/789163 1 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 nght or remedy or be construed as a
waiver Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party
of one or more of such nghts or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq and 910 et seq , in order to pursue a legal action under this Agreement
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer 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 0005/789163 1 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 proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or pnncipal 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 0005/789163 1 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 discnmination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
onentation, mantal status, national ongin, 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 dunng employment without regard to their race, color, creed,
religion, sex, gender, sexual onentation, mantal status, national ongin, 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 unauthonzed aliens as defined therein Should Consultant so employ
such unauthonzed 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
unauthonzed aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in wnting and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd , Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement Either party may change its address by notifying the other party of the change of
address in wnting Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) 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
onginal, and such counterparts shall constitute one and the same instrument
01203 0005/789163 1 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 wnting 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 or regulation The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect '/
Consultant's Authorized Initials U ow
01203 0005/789163 1 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 0005/789163 I 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
municipal corporation
�=& 14i
David L Bray, Mayor I
ATTEST
eresai�c�
a, City Clerk
APPROVED AS TO FORM
ALESHIRE & W YNDER, LLP
William W Wy r, City Attorney
CONSULTANT
MICHAEL BAKER INTERNATIONAL, INC , a
Pennsylvania corporation
By `j,it/1— 41
Name William Hoose
Title Associate Vice President
<<�
By
Name Pam Warfield
Title Assistant Secretary
Address 3760 Kilroy Airport Way, Suite 270 Long
Beach, CA 90806
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 000)/789163 1 22
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
David L Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W Wynder, City Attorney
CONSULTANT:
MICHAEL BAKER INTERNATIONAL, INC , a
Pennsylvania corporation
By
Name William Hoose
Title Associate Vice President
B & ..
Name Pam Warf•
Title Assistant Secretary
Address 3760 Kilroy Airport Way, Suite 270 Long
Beach, CA 90806
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 0005/789163 1 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 SQCYCA,IMkki".
0 404.-
Ons 'Ly , 2022 before mel416h w , personally appeared Ocipti lk ( rfit IA, proved to me on
the basis of satisfactory evidence to be the person(s)dvhose 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
o PERSEPHONIE LYNN RILEY
WITNESS my nd and official seal - Notary Public California
€ a Yuba County
l 1 _ Commission N 2252631
Signature // My Comm Expues Aug 4 2022
g l
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
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
El GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
El TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
El OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0005/789163 I
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
I icat_Ot-Ci
STATE OF CALIFORNIA
COUNTY OF �.,
On JtI,nc.1 2022 before meTC)C,C)J O1id,Cpersonally appeared 1.,{)��I��,�t1' 160,, roved 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 that the foregoing paragraph is
true and correct
WITNESS my hand and official seal a o�' puec TRACI J QUADS
,B"�4 MY COMMISSION#HH 096058
. EXPIRES May 8 2025
Signature, 'fEOF F,P Bonded Thru Notary Public Under inters
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 0005/789163 1
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide the following Planning services, as directed by the City's
Contract Officer, and in accordance with the procedures articulated below.
A. General On-Call Planning Services
• Provide Planning-related duties as outlined by the Community Development Director
• Review proposed development plans for compliance with the City's General Plan,
Zoning Ordinance, Local Coastal Program, and the development standards set forth
therein, and any applicable design guidelines (e g , hillside development ordinance)
• Prepare staff reports for consideration and action by the Planning Commission and
City Council,
• Prepare Planning Commission and City Council resolutions and/or ordinances related
to proposed development projects and CEQA documents
B. Environmental Services
Consultant will perform all tasks necessary to assist the City in complying with
California Environmental Quality Act (CEQA)/National Environmental Policy Act (NEPA),
including, but not limited to, the following tasks
• Review environmental documents prepared pursuant to CEQA, which will pnmanly
include Environmental Impact Reports prepared by other consultants/applicants but
could include all forms of CEQA/NEPA documentation, including Negative
Declarations, Mitigated Negative Declarations, addenda, supplemental/subsequent
CEQA documents, and CEQA exemptions
• Prepare CEQA documentation, pnmanly including addenda and exemptions
• Provide guidance to City staff and project applicants on determining the appropnate
environmental documents for proposed projects
• Provide technical guidance to City staff on environmental resource topics and
environmental conditions
• Review and/or prepare draft comment letters on CEQA documents prepared by
surrounding cities and other outside agencies for projects that have the potential to impact
the City
II. Work Request Procedure
Each task to be performed shall be set forth in a wntten request ("Request") produced by
the Contract Officer with a descnption of the work to be performed, and the time desired
for completion All tasks shall be carried out in conformity with all provisions of this
Agreement
A. Following receipt of the Request, the Consultant shall prepare a"Task Proposal"
that includes the following components
01203 0005/789163 1 A-1
1. a written descnption of the requested task ("Task Description") including all
components and subtasks, and including any clarifications of the descriptions
provided in the Request,
2. the costs to perform the task("Task Budget"),
3. an explanation of how the cost was determined, and
4. a schedule for completion of the task ("Task Completion Schedule"),
including a final completion date ("Task Completion Date")
B. Contract Officer shall approve, modify, or reject the Task Proposal in wnting, and
issue a Notice to Proceed when a written agreement has been reached on the Task
Proposal
C. The task shall be performed at a cost not exceeding the Task Budget
D. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule
III. Consultant acknowledges that City has no obligation to request work from
Consultant under this Agreement. City may establish a rotation schedule with
multiple consultants, and may seek competing Task Proposals.
IV. In addition to the requirements of Section 6 2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall provide to City a weekly written summary of progress on all
approved Task Proposals for services lasting longer than one week
V. All work product is subject to review and acceptance by the City such approval to
not be unreasonably withheld, and any work product failing to meet the
professional standard of care must be revised by the Consultant without additional
charge to the City until accepted by City.
VI. Consultant will utilize the following personnel to accomplish the Services
A. Consultant staff
01203 0005/789163 1 A-2
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in stems
I. Section 1.1, Scope of Services, is amended to read:
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder As a matenal inducement to the City entenng into this Agreement, Consultant
represents and warrants that it has the qualifications, expenence, and facilities necessary to
properly perform the services required under this Agreement in a thorough, competent, and
professional manner, and is expenenced 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 descnbed herein Consultant covenants that it shall
follow the—generally-accepted highest professional standards in performing the work and
Services required hereunder and that all matenals will be both of good quality as well as fit for
the purpose intended For purposes of this Agreement, the phrase "generally-accepted highest
professional standards" shall mean those standards of practice recognized by one or more highly
competent and professional friss firms performing similar work under similar
circumstances
II. Section 1.3, Compliance with Law is amended to read:
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all applicable ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental entity having junsdiction in effect at the time
service is rendered
III. Section 1.4, California Labor Law, is amended to read:
This Agreement does not contemplate the use of any services that required the payment
of prevailing wages. Consultant understands, however, that if it provides Ifhe-Seepe-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-.
01203 0005/789163 1 B-1
- • r• . ,
. - « ,,
- - -
- . .
regolatiefi-
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
!!
. . . . . - - -
•
(1) Droll Records Consultant shall comply with and be bound by the
• . . • • . ... . . - .. . . :. .. . . . .
of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8,
•
01203 0005/789163 I B-2
Section-I-840-
-
ection18 4 0
. . . •
- - - -
. . II
LL . - . • I - - • - • - • -
this .,tract
Consultant's Authonzed Initials
-
- . • . A
•-
IV Section 6.3, Ownership of Documents, is amended to read:
01203 0005/789163 1 B-3
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (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
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific wntten authorization by the Consultant will be at the
City's sole nsk and without liability to Consultant, •. . : • . ... ' _ .. .. - - .. . - :.• -
- • - -, - - - •. •. • Consultant may retain copies of such
documents for its own use Consultant shall have the right to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or matenals prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such
documents and materials are hereby deemed "works made for hire" for the City
V. Section 7.3, Retention of Funds.
Consultant hereby authonzes City to deduct from any amount payable to Consultant
(whether or not ansing 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 negligent or reckless 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 nght to deduct or to withhold shall not, however,
affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere
provided herein
VI. Section 7 9,Termination for Default of Consultant
If termination is due to the material failure of the Consultant to fulfill its obligations
under this Agreement, City may, after compliance with the provisions of Section 7 2, take over
the work and prosecute the same to completion by contract or otherwise, and the Consultant shall
be liable to the extent that the total cost for completion of the services required hereunder
exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to
mitigate such damages), and City may withhold any payments to the Consultant for the purpose
of set-off or partial payment of the amounts owed the City as previously stated
01203 0005/789163 1 B-4
VII. Section 7.7, Liquidated Damages, is deleted in its entirety.
VIII. Section 9.8,Waiver of Consequential Damages, is added to read:
9.3, Waiver of Consequential Damages.
Neither party shall have any claim or right against the other, whether in contract,
warranty, tort(including negligence),strict liability or otherwise,for any special, indirect,
incidental, or consequential damages of any kind or nature whatsoever,such as but not
limited to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use
of equipment or loss of data, work interruption, increased cost of work or cost of any
financing, howsoever caused, even if same were reasonably foreseeable.
01203 0005/789163 I B-5
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I Consultant shall perform the on-call services at the rates listed in Exhibit C-1, and
are subject to a 3% increase each year, provided that the rates provided in Exhibit
C-1 may not be escalated during the initial 1-year term of this Agreement. All
expenses shall be reimbursed at cost.
II. Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel descnbing the work performed, the number of hours
worked, and the hourly rate
B. Line items for all matenals and equipment properly charged to the Services
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation
D Line items for all approved subconsultant labor, supplies, equipment, matenals, and
travel properly charged to the Services
IV. The total compensation for the Services under this Agreement shall not exceed the
Contract Sum provided in Section 2.1 of this Agreement
01203 0005/789163 1 C-1
EXHIBIT C-1
Comprehensive Planning Services Sustainability
Project Director/Advisor $185-$250 Project Director/Advisor $180-$225
Principal Planner $155-$205 Principal Climate Change Analyst $145-$165
Project Manager $135-$180 Program Manager $130-$160
Assistant Project Manager $125-$155
Senior Planner $120-$150 Conservation&Resource Planning
Land Use Planner $120-$130 Project Director/Advisor $180-$225
Associate Planner $95-$120 Senior Conservation Planner $110-$125
Assistant Planner $85-$95 Conservation Planner $95-$120
Planning Technician $65-$75
Biology
Environmental Services Project Director/Advisor $180-$225
Project Director/Advisor $200-$260 Senior Biologist $120-$150
Principal Environmental Planner $180-$225 Associate Biologist $90-$120
Senior Environmental Planner $140-$190
Associate Environmental Planner $100-$140 GIS
GIS Manager $125-$145
Assistant Environmental Planner $85-$100
Urban Design&Revitalization GIS Analyst $95-$115
Project Director/Advisor $180-$225
Senior Urban Designer $165-$180 Housing & Community
Development
Urban Designer $105-$130 Project Manager $125-$170
Senior Planner $115-$145
Transportation Services Community Development $95-$110
Specialist
Project Director/Advisor $180-$225 Community Development $75-$90
Technician
Transportation Planner $150-$180
Management Services
Public Outreach Principal $225-$275
Project Director/Advisor $180-$225 Associate Principal $195-$225
Senior Public Information Officer $120-$150 Senior Associate $180-$225
Public Information Officer $90-$120
Public Engagement Coordinator $90-$120 Municipal Finance
Project Director/Advisor $180-$225
Creative Services Municipal Finance Manager $145-$165
Graphics Production Manager $125-$145 Municipal Finance Coordinator $125-$145
Graphic/Web Designer $80-$115 Municipal Finance Analyst $85-$125
Grant Writing Meeting Facilitation
Principal Grant Writer $80-$125 Facilitation Services $115-$175
Assistant Grant Specialist $70-$90
Administrative Services
SMARA Services Technical Editor $85-$125
Geologist $150-$185 Administrative Support $65-$95
Senior Inspector $120-$150
Associate Inspector $100-$120
01203 0005/789163 1 C-2
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203 0005/789163 1 D-1