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CC SR 20240702 I - Public Works Permit Review CITY COUNCIL MEETING DATE: 07/02/2024 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to award professional services agreements to Transtech Engineers, Inc. for public works permitting, plan review, and related services. RECOMMENDED COUNCIL ACTION: (1) Award a professional services agreement (PSA) to Transtech Engineers, Inc. for public works permitting, plan review, and related services in the amount of up to $475,000 plus a 15% contingency for a three-year term, with an optional three- year extension by mutual consent; and (2) Authorize the Mayor to execute the agreement in a form approved by the City Attorney. FISCAL IMPACT: The recommended Council action will have a fiscal impact of up to $172,500 in Fiscal Year 2024-25, which is part of the approved operating budget. The recommended Council action will have a fiscal impact of up to $475,000 plus a 15% contingency over the three-year term, which is subject to budget approvals in subsequent years. The majority of costs, or approximately 80% are recovered by permit fees. VR Amount Budgeted: $172,500 Additional Appropriation: N/A Account Number(s): 101-400-3110-5101 (General Fund-Administration-Prof/Tech) VR ORIGINATED BY: Brandon Mesker, Associate Engineer REVIEWED BY: Ramzi Awwad, Public Works Director APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Professional Services Agreement with Transtech Engineers, Inc. (page A- 1) B. Proposal from Transtech Engineers, Inc. (page B-1) C. Request for Proposal – Public Works Permit Review (page C-1) 1 BACKGROUND: As a department in a contract city, the Public Works Department (Public Works) relies on consultants to augment City Staff, including public works permit plan reviews, traffic control plan reviews, and other related services. The current agreement for these services is set to expire on June 30, 2024; however, the need for these services is ongoing. Thus, the City Council is being asked to enter into a new PSA to provide Public Works permitting and other services. DISCUSSION: On May 1, 2024, Staff issued a request for proposals (RFP) for permit and plan review services (Attachment C). The RFP was posted online via PlanetBids and proposals were received from five companies by the RFP deadline of May 22, 2024. A panel consisting of two Staff members evaluated the proposals. The evaluation panel concluded that the proposals from Transtech Engineering, Inc. (Transtech) and Ardurra Group, Inc. (Ardurra) scored in a tier above the remaining proposals, and interviews were conducted with these firms on June 5, 2024. After interviews were conducted, the evaluation panel re-scored the proposals from the two interviewed firms, based on the new information from the interviews, and ranked them as follows: 2 The evaluation panel determined that Transtech was the most qualified to meet City requirements and their proposal has been attached (Attachment B). Staff recommends that the City Council award a PSA (Attachment A) to Transtech for public works permit plan review, traffic control plan review, and other related services in the amount of up to $475,000 plus a 15% contingency for a three-year term, with an optional three-year extension by mutual consent. This PSA is written in a not-to-exceed structure. If the need for services decreases during the term of this agreement, the City is not obligated to request work nor expend any funds. ALTERNATIVE: In addition to the Staff recommendation, the following alternative actions are available for the City Council’s consideration: 1. Do not approve the professional services agreement with Transtech and direct staff to issue a new solicitation for services. However, this action may significantly delay Public Works’ ability to process and review public works permits. 2. Take other action, as deemed appropriate by the City Council. Approach to Scope of Services 30%6 1.8 8 2.4 8.5 2.6 6 1.8 8.5 2.6 Staff Qualifications & Experience 35%6.5 2.3 7 2.5 9 3.2 9 3.2 9.5 3.3 Organization & Staffing 20%5.5 1.1 6 1.2 8 1.6 8 1.6 9 1.8 Quality Control 15%8 1.2 8 1.2 7.5 1.1 5.5 0.8 8.5 1.3 Totals 100% Reviewer Name: Reviewer Name: 5-Jun-24 Raw Score (0-10) Final Score Public Works Permit Review Scoring Sheet Brandon Mesker, Assoc. Eng.Date:5-Jun-24 7.375 Transtech 8.95 HRGreen Bureau Veritas Ardurra Criteria Value Interwest Raw Score (0-10) Final Score Jeremiah Sunwoo, Assoc. Eng. Date: Raw Score (0-10) Final Score Raw Score (0-10) Final Score 6.375 7.25 8.425 Raw Score (0-10) Final Score 3 01203.0006/991754.2 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and TRANSTECH ENGINEERS, INC. A-1 01203.0006/991754.2 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND TRANSTECH ENGINEERS, INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on July 2, 2024 by and between the CITY OF RANCHO PALOS VERDES , a California municipal corporation (“City”) and TRANSTECH ENGINEERS, INC., a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and 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 A-2 01203.0006/991754.2 2 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 jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed 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 of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The A-3 01203.0006/991754.2 3 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 subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) 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. Prior 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 subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars 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 during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1½ (one and one half) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” A-4 A-5 01203.0006/991754.2 5 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services City shall have the right at any time 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 risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the Services, the Consultant becomes aware of material defects in the Scope of Work, duration, or span of the Services, or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the Services, on time or on budget, the Consultant shall inform the City’s Contract 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. A-6 01203.0006/991754.2 6 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 $475,000 (Four Hundred Seventy Five Thousand Dollars) (the “Contract Sum”), with an annual not-to-exceed compensation of $150,000 for the first year, and for the following years, adjusted to coincide with Los Angeles-Long Beach-Anaheim California Consumer Price Index-All Urban Consumers (CPI-U) for February, up to a maximum increase of five percent, unless additional compensation is approved pursuant to Section 1.9. 2.2 Method of Compensation. (a) 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. (b) A retention of 10% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory and timely completion of services. This retention shall not apply for on-call agreements for continuous services or for agreements for scheduled routine maintenance of City property or City facilities. 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- A-7 01203.0006/991754.2 7 Consultant contracts. Sub-Consultant 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 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 60 (sixty) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s A-8 01203.0006/991754.2 8 determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Ahmad Ansari Principal (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or A-9 01203.0006/991754.2 9 any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Brandon Mesker, Associate Engineer, or such person as may be designated by the Director of Public Works. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent Consultant of City and shall remain at all times as to City a wholly independent Consultant 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 principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more 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. A-10 01203.0006/991754.2 10 ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and 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 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than 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 A-11 01203.0006/991754.2 11 approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a 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 right 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 subcontractors. (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 A-12 01203.0006/991754.2 12 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. (j) 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. (l) 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 subcontractors, 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 right 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. A-13 01203.0006/991754.2 13 (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 A-14 01203.0006/991754.2 14 services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this A-15 01203.0006/991754.2 15 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 written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. A-16 01203.0006/991754.2 16 ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other A-17 01203.0006/991754.2 17 provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 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 A-18 01203.0006/991754.2 18 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 principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. A-19 01203.0006/991754.2 19 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., 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 writing. 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 original, and such counterparts shall constitute one and the same instrument. A-20 A-21 01203.0006/991754.2 21 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] A-22 A-23 01203.0006/991754.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-24 01203.0006/991754.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-25 01203.0006/991754.2 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform the following on-call permit and plan review services for Public Works (the Services), as requested by the City’s Contract Officer: A. Permit and plan review: a. Plan Check Processing: When a plan check order is received, it is logged and reviewed by Building Staff and then assigned to applicable plan checkers. The plan check duration is monitored thru the plan check log data base, which generates messages at identified intervals to inform plan checker and supervising Sr. Staff so that they are aware of how the progress and status continuously. If any potential delay is monitored, necessary steps are taken, such as meeting with plan checker to review the schedule, workload, performance, and identify actions, including assigning additional staff, if necessary, to ensure timely completion of assignment. b. Plan Check Coordination: Our plan checkers respond to questions from the architect, engineer, designer, applicant, etc. When requested, our plan checkers also meet with the architect, engineer, designer, applicant, etc. at our offices to answer questions or for rechecks. Our policy is to assist the architect, engineer, designer, applicant, etc. as much as possible, which helps eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. c. Consultant’s staff is available to applicants by phone and through email or through virtual meeting for questions or available to meet for rechecks if necessary. Consultant will meet with applicants virtually via TEAMS or ZOOM or when necessary, at City Hall, but Consultant also has an available facility at Consultant’s office to meet with applicants. d. Expedited/Off-Business Hours/Weekend Services: If the City receives a request from applicants for expedited plan check services, Consultant staff is able to provide additional resources to accommodate such a request. If the City requests inspection services, Consultant staff will provide additional resources to accommodate inspection requests during off business hours and weekends. e. Weekend, Holiday & After-Work: Consultant is readily available and has the resources to provide weekend, holiday, and after-work hour inspections as requested by the City’s Contract Officer. f. Electronic Plan Check: Consultant provides Electronic Plan Check. A-26 01203.0006/991754.2 A-2 g. Virtual Counter: Consultant offers virtual meetings with plan checkers. B. Review and assess document development plans as it pertains to Public Works. C. Review, organize, and document engineering plans related to encroachment permits or private development. D. Review traffic control plans associated with encroachment permits or private development. E. Coordinate with other departments, as necessary. F. Create applicable Conditions of Approval for development projects. G. Prepare necessary reports for encroachment and/or development projects. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Memorandum with detailed findings and recommendations completed in a timely manner to allow review by the City’s Contract Officer and subsequent response to the applicant within 10 business days of encroachment or development permit submittal and within 5 business days of each resubmittal. B. Electronic and hard copy of the files generated during the permit review process. C. City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or record materials for service deliverables, and provide comments. Consultant is required to revise draft deliverables to address City staffs' comments. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. A monthly summary memorandum to include a list of documents, key comments, and status. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Carlos A. Pineda, PE, QSD, QSP, LEED, Sr. Engineer/Sr. Plan Checker B. Brian Cervantes, MBA, Associate Engineer A-27 01203.0006/991754.2 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. 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”, 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 intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class similarly qualified firms performing similar work under similar circumstances. II. Section 3.4 Term, is amended to read: Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding (1) year three (3) years with an additional three (3) year extension from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). III. Section 5.3, Indemnification is amended to read: 9.1 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’ A-28 01203.0006/991754.2 B-2 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; but in no event shall the cost to defend charged to Consultant exceed the statutory limitations of Civil Code Section 2782.8, although notwithstanding, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with the other parties regarding unpaid defense costs. (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. However, in no event shall the cost to defend charged to Consultant exceed the statutory limitations of Civil Code Section 2782.8, although notwithstanding, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with the other parties regarding unpaid defense costs. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. IV. Section 7.3 Retention of Funds, is amended to read: Consultant hereby authorizes City to deduct withhold from any amount payable to Consultant until such disputes are resolved (whether or not arising out of this Agreement) (i) A-29 01203.0006/991754.2 B-3 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 until such lien or dispute is resolved, 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. A-30 01203.0006/991754.2 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the Services on an on-call basis and in an amount not to exceed $10,000/month for the first year, and for the following years, adjusted to coincide with Los Angeles-Long Beach-Anaheim California Consumer Price Index- All Urban Consumers (CPI-U) for February, up to a maximum increase of five percent. The City’s Contract Officer may request services not included in the Scope of Services but related thereto, in an amount not to exceed $30,000/fiscal year. II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. A-31 01203.0006/991754.2 C-2 EXHIBIT C-1 PERSONNEL RATES A-32 01203.0006/991754.2 D-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Consultant shall perform all on-call Services timely, as requested by the City’s Contract Officer. II. Consultant shall deliver the following tangible work products to the City by the following dates. See Exhibit “A” Scope of Work, Section I. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. A-33 Proposal PUBLIC WORKS PERMIT REVIEW Submitted To City of RANCHO PALOS VERDES Attn: Brandon Mesker Associate Engineer Submitted by email: bmesker@rpvca.gov Submitted By TRANSTECH Engineers, Inc. Contact Person for this Proposal: Ahmad Ansari, PE, Principal E: ahmad.ansari@transtech.org C: 949-702-5612 C: 714-319-6137 B-1 Table of Contents i PUBLIC WORKS PERMIT REVIEW Our Proposal is submitted in compliance with RFP Section Titled “VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS. Section Page a. Cover Letter (per RFP, limited to 2 pages) 1 b. Approach to Scope of Services (per RFP, limited to 2 pages) 3 b.1 Scope of Services 3 b.2 Service Approach 3 c. Organization and Staffing (per RFP, limited to 2 pages) 5 d. Staff Qualifications and Experience 7 d.1 Prior Experience (per RFP, limited to 2 pages) 7 d.2 Staff Qualifications (per RFP, limited to 10 pages) 8 d.3 Reference Projects (per RFP, limited to 10 pages) 14 e. Quality Control Plan (per RFP, limited to 1 page) 17 f. Acceptance of Conditions (per RFP, limited to 1 page) 18 Appendix – Fee Schedule 19 B-2 PROPOSAL 1 PUBLIC WORKS PERMIT REVIEW a. Cover Letter (per RFP, limited to 2 pages) May 22, 2024 City of RANCHO PALOS VERDES Attn: Brandon Mesker, Associate Engineer Submitted by email: bmesker@rpvca.gov Proposal, PUBLIC WORKS PERMITS REVIEW Dear Mr. Mesker: Transtech is pleased to submit this proposal for the subject services. Company Profile: Established in 1989, Transtech (a California Corporation) is a multi-disciplinary engineering consulting firm. Transtech has been in business for 35 years and provides municipal services to approximately 80 public agencies. Our multi-disciplinary service capabilities include: • Building & Safety Services, Building Official, Building Inspection, Plan Check, Building Code Enforcement • Civil Engineering • Staff Augmentation • CIP Program Management • Construction Management and Inspection • Federally Funded Project Management • Grant Writing • CDBG Project Management • City Engineer, City Traffic Engineer, Development Review, Public Works Engineering, Plan Check, Inspection • Labor Compliance • Planning Support • Traffic and Transportation Planning and Eng • Water Resources Engineering • Surveying, Mapping, ALTA, Right-of-way Eng • Emergency, Support Services One of the unique qualifications of Transtech is that we serve public agencies as municipal contract service providers. We serve as City Engineer, City Traffic Engineer, Building Official, Building Plans Examiner, Building Inspector, Permit Technician, Map/Plan Checker, Public Works/Permit Inspector, CIP Manager, Construction Manager and in other capacities for a number of public agencies. Transtech’s Plan Check and Inspection Capacity in numbers: • We maintain and manage electronic plan submittal portals for over 25 cities. • In 2023, we processed and reviewed approximately 11,000 projects with 76,000 documents and performed approximately 52,000 inspections. Electronic Plan Check: Transtech provides all Electronic Plan Check. Please click here for a sample of our electronic plan check portal at one of our contract Cities. We offer electronic plan check submittal portal to our client cities at no additional cost. Virtual Counter: We offer virtual meetings with plan checkers. Please click here to explore the virtual plan check counter appointment calendar for one of the Cities, Transtech’s unique “Customer Care” approach in delivering Services in an efficient, cost-effective, and timely manner: • Transtech is well known in providing Cost Effective Services on time with a customer friendly and responsive approach. Our services are founded on the principles of Total Quality Management for Total Customer Care. • Our policy is to assist the architect, engineer, designer, applicant, etc. as much as possible, which helps eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. This policy reduces the number of plan review rechecks required, allows the applicant to obtain a permit much sooner, and reduces the overall time our staff is required to spend on that particular plan. • All telephone calls or e-mails received are returned within the same working day, or the following day. We take pride in our “Same Day Response” motto. • Responsiveness is an integral part of Transtech’s “customer friendly” service approach. • We will strive to enhance the City’s image by public trust to be the most desirable community to live, invest and www.transtech.org 855.595.2495 (toll-free) About Transtech Video Highlight: CLICK HERE B-3 PROPOSAL 2 PUBLIC WORKS PERMIT REVIEW conduct business. Quick Turn Around Time and Expedited Services / Expedited/Off-Business Hours/Weekend Services: Transtech will provide plan checks on a quick turn-around schedule. Transtech also provides expedited service when requested. If the City receives a request from applicants for expedited plan check services, Transtech staff will provide additional resources to accommodate such a request. If the City requests inspection services, Transtech staff will provide additional resources to accommodate inspection requests during off business hours and weekends. Readily Available Staff: Transtech has a large pool of well experienced staff and resources readily available to provide requested services, and respond to requests in a timely, efficient, and cost-effective manner. Our staff and resources include approximately 200 staff, including building officials, plan checkers, inspectors, permit technicians, engineers, project managers, designers, plan checkers, inspectors, construction managers, traffic and transportation analysts, technicians, support personnel. Experience in working with METRO: We work with METRO on a number of projects. Currently, we are managing 710 Mobility Improvement Projects for the Cities of Alhambra and Rosemead, which has total funding of over $200m. Experience in working with Los Angeles County: We work and coordinate with LA County on a number of projects. Experience in working with CALTRANS: Our team includes experienced staff members who have worked for CALTRANS and are intimately familiar with the standards and procedures, project development and approval process, and requirements. One of our Sr. Staff Member is former Deputy Director of Caltrans District 7. Experience in Federally Funded Projects: We have extensive experience in the management and administration of federally funded projects. In the past few years, we managed over 30 federally funded projects. Community Involvement: We are proud to support civic and community activities, which demonstrates our commitment to the progress, health, and well-being of the communities we serve. In services and partnership with our client cities, we have a proven record of active engagement in City and Community events, programs, causes, and initiatives. Our goal is not just to serve as an engineering consultant which is what we are best at, but activity partnering with our clients, to further enhance the City’s reputation as an ideal community to live, invest, work, and play in. The Transtech Team is very passionate about giving back, especially through youth empowerment and workshops to encourage middle school and high school students to pursue higher education and to get involved in STEM related fields, like engineering. Several of our team members have been involved in various organizations and spoke at countless events to encourage the youth and young women in particular to pursue Engineering in both their academic and career paths. We believe our team is well qualified to perform the services requested: We have extensive experience working with Public Agencies in similar assignments. We are accustomed to working with governmental agencies, and have a good understanding of public agency issues, procedures, and policies.  Successfully providing similar services to many agencies for over 33 years.  Proven track record in on time and within budget project delivery.  Multi-disciplinary engineering consulting service capabilities to provide an array of municipal services.  Ability to work collaboratively with agencies, project applicants, and other stake holders, and communicate effectively with diverse audiences and stakeholders at public forums.  Committed to producing a high-quality work product and deliver a high level of customer care.  Well experienced in-house staff readily available to commence with the services upon City’s authorization. Transtech strives on delivering a top-quality customer experience to the communities we serve through innovation and responsiveness, with integrity, flexibility, and professionalism. We strive to push the envelope beyond bureaucracy who think outside the box and who provide excellent customer service. Thank you for the opportunity to submit this proposal. Should you have any questions, or require additional information, please contact the undersigned. Sincerely, Ahmad Ansari, PE, Principal E: Ahmad.ansari@transtech.org; C: 949-702-5612 B-4 PROPOSAL 3 PUBLIC WORKS PERMIT REVIEW b. Approach to Scope of Services (per RFP, limited to 2 pages) b.1 Scope of Services The City is accepting proposals to provide professional services to review and provide analysis for any site plans, construction documents, or other engineering related documents which may be enclosed in the permit application packet. Permit and plan review: a. Review and assess document development plans as it pertains to Public Works. b. Review, organize, and document engineering plans related to encroachment permits or private development. c. Review traffic control plans associated with encroachment permits or private development. d. Coordinate with other departments, as necessary. e. Create applicable Conditions of Approval for development projects. f. Prepare necessary reports for encroachment and/or development projects. Consultant shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described in the project objective. Consultant shall expand on the above-noted tasks, where appropriate, and provide suggestions which might lead to efficiencies and enhance the results or usefulness of the work. Deliverables As part of the Services, Consultant will prepare and deliver the following tangible work products to the City. 1. Memorandum with detailing findings and recommendations shall be completed in a timely manner to allow review by the Public Works Director or their designee and subsequent response to the applicant within 10 business days of encroachment or development permit submittal and within 5 business days of each resubmittal. 2. A monthly summary memorandum to include a list of documents, key comments, and status. 3. Electronic and hard copy of the files generated during the review process. City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or record materials for service deliverables, and provide comments. Consultant is required to revise draft deliverables to address City staffs’ comments. b.2 Service Approach Service philosophy: Our service philosophy is defined by our unique “Customer Care” approach in delivering our services in an efficient, cost-effective, timely and customer friendly manner:  Transtech is well known in providing Cost Effective Services on time with a customer friendly and responsive approach.  Our services are founded on the principles of Total Quality Management for Total Customer Care.  We have a structured approach to execute projects in an efficient manner that makes Transtech capable of providing the City with the highest quality product.  We start by working with the applicant early on and during plan review to help them prepare a set of plans which have all of the required information clearly and logically presented.  Additionally, we never hesitate to make suggestions which help eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. Experience has taught us well that inspection time and applicant frustration can both be substantially reduced, while increasing overall compliance, by producing a better set of plans during the plan review process. And in the case of homeowners, this policy often demonstrates early on that the City really is truly a partner in a process that can often be a source of stress and tension for many applicants, and we fully understand that.  This policy reduces the number of plan review rechecks required, allows the applicant to obtain a permit much B-5 PROPOSAL 4 PUBLIC WORKS PERMIT REVIEW sooner, and reduces the overall time our staff is required to spend on that particular plan.  Transtech provides all plan check comments on electronic files. All plan check comments are provided on pdf format electronically, as well as hard copies. Plan review corrections are written clearly and are fully detailed to explain the Code deficiency.  To help the applicant better understand the problem, Transtech provides as much information during plan review as possible. We believe that if the applicant has a clear understanding of the problem, he or she can take the necessary steps to correct the condition. This policy reduces the number of plan review rechecks required, allows the applicant to obtain a permit much sooner, and reduces the overall time our staff is required to spend on that particular plan. Unclear and/or cryptic corrections are never written, and all correction lists, except those written over the counter, are typed and printed on a laser printer.  Our plan checkers confer early on and respond to questions from the architect, engineer, designer, applicant, etc. When requested, our plan checkers also meet with the architect, engineer, designer, applicant, etc. at our offices to answer questions or for rechecks where the plan corrections.  Our policy is to assist the architect, engineer, designer, applicant, etc. as much as possible, which helps eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field.  All telephone calls or e-mails received are returned within the same working day, or the following day. We take pride in our “Same Day Response” motto.  Responsiveness is an integral part of Transtech’s “customer friendly” service approach. Plan Check Processing: When a plan check order is received, it is logged and reviewed by Building Staff and then assigned to applicable plan checkers. The plan check duration is monitored thru the plan check log data base, which generates messages at identified intervals to inform plan checker and supervising Sr. Staff so that they are aware of how the progress and status continuously. If any potential delay is monitored, necessary steps are taken, such as meeting with plan checker to review the schedule, workload, performance, and identify actions, including assigning additional staff, if necessary, to ensure timely completion of assignment. Plan Check Coordination: Our plan checkers respond to questions from the architect, engineer, designer, applicant, etc. When requested, our plan checkers also meet with the architect, engineer, designer, applicant, etc. at our offices to answer questions or for rechecks. Our policy is to assist the architect, engineer, designer, applicant, etc. as much as possible, which helps eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. This pro-active approach reduces inspection time and questions, and applicant frustration, while increasing overall compliance, by producing a better set of plans during plan review process. Especially, when the applicant is a homeowner trying to improve his/her property, this policy often demonstrates early on that the City really is here to help. Approach to Meeting with Applicants: Our staff is available to applicants by phone and through email or through virtual meeting for questions or available to meet for rechecks if necessary. Our policy is to meet with applicants virtually via TEAMS or ZOOM or when necessary, at City Hall, but we also have an available facility at our office meetings with applicants. Expedited/Off-Business Hours/Weekend Services: If the City receives a request from applicants for expedited plan check services, Transtech staff is able to provide additional resources to accommodate such a request. If the City requests inspection services, Transtech staff will provide additional resources to accommodate inspection requests during off business hours and weekends. Weekend, Holiday & Atter Work: Transtech is readily available and has the resources to provide weekend, holiday, and after-work hour inspections as requested by the City Manager or designee. Electronic Plan Check: Transtech provides Electronic Plan Check. Please click here for a sample of our electronic plan check portal at one of our contract Cities. Virtual Counter: We offer virtual meetings with plan checkers. Please click here to explore the virtual plan check counter appointment calendar for one of the Cities, B-6 PROPOSAL 5 PUBLIC WORKS PERMIT REVIEW c. Organization and Staffing (per RFP, limited to 2 pages) SR. STAFF PROJECT ORGANIZATION CHART City required statement: The Project Manager and key staff will remain assigned to this project through completion of the Scope of Services. Subconsultants: SOILS REPORT REVIEW SUPPORT: GEO-ADVANTEC, INC. (www.geoadvantec.com) LANDSCAPE PLAN REVIEW SUPPORT: WITHERS & SANDGREN, LTD. (www.withersandsandgren.com) City of Rancho Palos Verdes MICHAEL ACKERMAN, PE, QSD/P, QISP Sr. Engineer 20 yrs of experience. Serves as PM, Plan Checker at various TT Contract Cities. Prior experience includes working for public agencies and Caltrans. AZITA FAKOORBAYAT, PE Sr. Engineer  30 yrs of experience.  Serves as City Eng., PM, Plan Checker at various TT Contract Cities.  Prior experience includes working for public agencies as Sr. Eng, PM, Assist. City Eng. JEFFREY KAO, PE, CASp, CBO Sr. Engineer 20 yrs of experience. Serves as Plan Checker at various TT Contract Cities. Prior experience includes working as a structural engineer. AHMAD ANSARI, PE Sr. Engineer, Contract Principal 30 yrs of experience. Prior experience includes working for public agencies as PW Director, City Engineer. JOSEPH DEPERALTA, PE, QSD Sr. Engineer 30 yrs of experience Serves as Plan Checker at various TT Contract Cities. DAVID RAGLAND, PE, PLS, QSD/P, QISP Sr. Engineer 35 yrs of experience Licensed Civil engineer and Land Surveyor. Diverse experience in a wide variety of projects. CARLOS PINEDA, PE, QSD/P, LEED Sr. Engineer 30 yrs of experience Serves as Plan Checker at various TT Contract Cities. MICHAEL DAVID LLOYD, PE, QSD, QSP Sr. Engineer 30 yrs of experience. Serves as PM, Plan Checker at various TT Contract Cities. Prior experience includes working for public agencies. ZIAD Y. MAZBOUDI, PE, QSD/P, CPSWQ, CPESC, LEED AP, D.WRE Sr. Engineer 34 yrs of experience. Serves as PM, Plan Checker at various TT Contract Cities. Prior experience includes working for public agencies. BAHMAN JANKA, TE Sr. Traffic Engineer 30 yrs of experience. Serves as City Traffic Eng. at TT Contr. Cities. Prior experience includes working for public agencies as City Traffic Engineer. MARIA FRASER, PE, QSD/P Sr. Engineer  33 yrs of experience.  Serves as PM, Plan Checker at various TT Contract Cities.  Prior experience includes working for public agencies as City Eng, CIP Manager Our staff and resources include approximately 200 staff, including building official, plan checkers, inspectors, engineers, project managers, designers, construction managers, traffic and transportation analysts, technicians, admin support personnel. B-7 PROPOSAL 6 PUBLIC WORKS PERMIT REVIEW Subconsultants: • SOILS REPORT REVIEW SUPPORT: GEO-ADVANTEC, INC. (www.geoadvantec.com) Geo-Advantec, Inc. offers comprehensive services in various areas from site feasibility evaluation thought project completion for a wide range of projects and services, which include: Geotechnical Eng.; Eng. Geology; Geotechnical Earthquake Eng.; Geotechnical Instrumentation; Pavement Eng.; Forensic Geotechnical Eng.; Grading Monitoring and Field Testing; Soils & Materials Laboratory Testing; Special Inspection Services. Geo-Advantec owns a certified laboratory accredited by AMRL (ASSHTO Materials Reference Laboratory), in conformity to the requirements of the AASHTO Accreditation Program (AAP), AASHTO R-18, ASTM D3740 and ASTM E329; CCRL (Cement and Concrete Reference Laboratory); Caltrans; DSA (the Department of the State Architects); Army Corp of Engineers. • LANDSCAPE PLAN REVIEW SUPPORT: WITHERS & SANDGREN, LTD. (www.withersandsandgren.com) Withers & Sandgren has been involved in providing varying levels of support to Community Development Departments for over twenty years. The firm has provided counter support for walk in plan reviews, been monthly Design Review Committee attendees, as well as presenters with planning staff to Planning Commissions and City Councils. B-8 PROPOSAL 7 PUBLIC WORKS PERMIT REVIEW d. Staff Qualifications and Experience d.1 Prior Experience (per RFP, limited to 2 pages) Established in 1989, Transtech (a California Corporation) is a multi-disciplinary engineering consulting firm. Transtech has been in business for 35 years and provides municipal services to approximately 80 public agencies. Our multi-disciplinary service capabilities include: • Building & Safety Services, Building Official, Building Inspection, Plan Check, Building Code Enforcement • Civil Engineering • Staff Augmentation • CIP Program Management • Construction Management and Inspection • Federally Funded Project Management • Grant Writing • CDBG Project Management • City Engineer, City Traffic Engineer, Development Review, Public Works Engineering, Plan Check, Inspection • Labor Compliance • Planning Support • Traffic and Transportation Planning and Eng • Water Resources Engineering • Surveying, Mapping, ALTA, Right-of-way Eng • Emergency, Support Services One of the unique qualifications of Transtech is that we serve public agencies as municipal contract service providers. We serve as City Engineer, City Traffic Engineer, Building Official, Building Plans Examiner, Building Inspector, Permit Technician, Map/Plan Checker, Public Works/Permit Inspector, CIP Manager, Construction Manager and in other capacities for a number of public agencies. Transtech’s Plan Check and Inspection Capacity in numbers: • We maintain and manage electronic plan submittal portals for over 25 cities. • In 2023, we processed and reviewed approximately 11,000 projects with 76,000 documents and performed approximately 52,000 inspections. Transtech provides all Electronic Plan Check. Please click here for a sample of our electronic plan check portal at one of our contract Cities. We offer electronic plan check submittal portal to our client cities at no additional cost. We offer virtual meetings with plan checkers. Please click here to explore the virtual plan check counter appointment calendar for one of the Cities, B-9 PROPOSAL 8 PUBLIC WORKS PERMIT REVIEW d.2 Staff Qualifications (per RFP, limited to 10 pages) STAFF QUALIFICATIONS One of the unique qualifications of Transtech is that we serve public agencies as municipal contract service providers. We serve as Building Official, Building Plans Examiner, Building Inspector, Permit Technician, Building Code Enforcement, City Engineer, City Traffic Engineer, Map/Plan Checker, Public Works/Permit Inspector, CIP Manager, Construction Manager, Construction Inspector, Designer, Federally Funded Project Manager and in other capacities for a number of public agencies. Several of our engineers are licensed as Professional Engineers by the State of California Board for Professional Engineers, Land Surveyors, and Geologists (BPELSG). Our staff professional licenses, registrations and certifications include: • PE (Licensed Civil Engineer • TE (Licensed Traffic Engineer) • PLS (Licensed Land Surveyor) • QSD (Construction General Permit Qualified SWPPP Practitioner) • QSP (Construction General Permit Qualified SWPPP Developer) • QISP (Industrial General Permit Qualified Industrial Stormwater Practitioner) • PMP (Professional Transportation Planner) • RSP (Registered Safety Professional) • CASp (Certified Access Specialist) • PMP (Certified Project Management Professional) • CPSWQ (Certified Professional in Storm Water Quality • CPESC (Certified Professional in Erosion and Sediment Control) • LEED AP (Professional with specialty credential with knowledge in green building practices • Registered Construction Inspector by American Construction Inspectors Association Also, several of our staff members are certified by the International Code Council (ICC). We have staff who have reached the highest possible level of code administration with the Master Code Professional designation certification from the ICC. In addition, some of our staff members are certified as Fire Plan Checkers and Inspectors, as we provide these services to some agencies Building Official Certifications:  Certified Master Code Professional  Building Code Official  Building Official Plan Check Certifications:  Residential Building Plans Examiner  Commercial Building Plans Examiner  California Building Plans Examiner  Certified Sustainability Professional  CalGreen Plans Examiner  Accessibility Plans Examiner  Commercial Energy Conservation Plans Examiner  Residential Plans Examiner  Mechanical Plans Examiner  Plumbing Plans Examiner Inspection Certifications:  Combination Inspector  Commercial Building Inspector  Residential Building Inspector  Accessibility Inspector  Commercial Energy Conservation Inspector  Electrical Inspector  Commercial Electrical Inspector  Residential Electrical Inspector  Residential Energy Conservation Inspector  Residential Building Inspector  Residential Mechanical Inspector  Mechanical Inspector  Commercial Mechanical Inspector  Plumbing Inspector  CalGreen Inspector  Building Inspector CBC  Building Inspector UBC  Plumbing Inspector UPC  California Commercial Plumbing Inspector  California Residential Mechanical Inspector  California Residential Mechanical Inspector Additional Inspection Certifications:  IAPMO Plumbing, Mechanical Inspector  Fire Code Inspector  Fire Inspector II  California UST Inspector Permit Technician Certification:  Permit Technician CACEO Certified Code Enforcement Officer State of California Safety Assessment Program: CalOES SAP Evaluator B-10 PROPOSAL 9 PUBLIC WORKS PERMIT REVIEW  Electrical Plans Examiner  California Building Inspector RESUMES AHMAD ANSARI, PE, Contract Principal Education • BS in Engineering, MBA Registrations/Certifications • Registered Civil Engineer Highlights Mr. Ansari has over 30 years of past experience in City and County Public Works and has worked at several municipalities in Southern California, including: • City of Moreno Valley- Public Works Director/City Engineer • City of Rialto- Public Works Director/City Engineer • City of Perris- Public Works Director • City of Pomona- Deputy Public Works Director/Assistant City Engineer. He has managed CIP Programs and Public Works Operations, and served as the responsible in charge of numerous multi-disciplinary teams, including: • Capital Improvement Program project management and delivery • Real Property/Right of Way acquisition and management • Traffic and Transportation engineering • Private Development/Entitlement process review and approval • Maintenance and Operations including roads, storm drains, sewers, parks, facilities, traffic signals, signs/striping, fleet • Special Districts, Landscape/Lighting Assessment • Electric Utility MICHAEL ACKERMAN, PE, QSD, QSP, QISP, Sr. Engineer Education • BS in Engineering Registrations/Certifications • RE Academy, Caltrans • Water Pollution Control Compliance on Construction Sites for RE, Caltrans • Construction Program Management Workshop, FHWA • Field Office Procedures Course, Caltrans • California Work Zone Inspection – High Speed, Caltrans • Asphalt Concrete Inspection and Rehabilitation Strategies, Caltrans Highlights Mr. Ackerman has over 20 years of experience. At Transtech, he has been working as a Sr. Engineer at various Transtech City Engineering Contracts. He has served at various Cities under Transtech’s City Engineering Contracts, including Temple City, Huntington Park, and Alhambra. He has a broad knowledge of municipal government operations, including preparation and presentation of staff reports/resolutions to city councils, committees and interaction with public, various city departments, city council and other governmental agencies. Mr. Ackerman’s experience also includes working at Caltrans and other agencies: o Caltrans District 8: Mr. Ackerman was a civil transportation engineer for Caltrans District 8 where he was involved in the design and construction of various projects. • City of San Bernardino: Mr. Ackerman was involved in various projects, including Development Review and Plan Check, Design and Project Management. • City of Huntington Park: Mr. Ackerman worked as contract City Engineer under Transtech’s municipal services contract and later as City Engineer and Interim Director of Public Works under the City. MARIA FRASER, PE, QSD, QSP, Sr. Engineer Education • BS in Civil Engineering Registrations/Certifications • Registered Civil Engineer B-11 PROPOSAL 10 PUBLIC WORKS PERMIT REVIEW Highlights Ms. Frazer has over 33 years of experience in design, planning, project Management and construction of public works and commercial development infrastructure field. Ms. Fraser has spent the last four (4) years in the public sector as the Capital Improvements Program Manager for the City of Chino. Her responsibilities include planning, managing, and directing the work of a division of the Public Works Department staffed by professional and sub-professional engineers. She has a broad knowledge of municipal government operations, including preparation and presentation of staff reports/resolutions to city councils, committees and interaction with public, various city departments, city council and other governmental agencies. As the Public Works CIP Manager, Ms. Fraser has been responsible for the programming, designing and delivery of multi-disciplinary capital improvement program projects, including street, water, sewer, storm drain, transportation, paving and slurry maintenance program, and other infrastructure systems. Ms. Fraser is competent in the management and coordination of all construction activities ensuring that the projects are delivered with regards to safety, quality, program and cost. As the CIP Engineering Manager, Ms. Fraser assumed the role of Acting Public Works Director when the PW Director is away. During the Public Works Directors absence, she participated in the weekly Executive Management Team (EMT) and responsible for decision making during his absence. Ms. Fraser’s experience also includes working at various positions for public and private agencies including: • City of Palm Desert, City Engineer • City of Chino, Senior Project Manager: • City of Adelanto, City Engineer: • Consultant for the Caltrans’s District 8 NPDES unit as Storm Water Coordinator/Water Pollution Control Manager CLM Professional Services • Fraco Engineering Consultants, Principal Engineer AZITA FAKOORBAYAT, PE, Sr. Engineer Education • BS in Civil Engineering Registrations/Certifications • Registered Civil Engineer Highlights Ms. Fakoorbayat has over 25 years of experience. She has a broad knowledge of municipal government operations, including preparation and presentation of staff reports/resolutions to city councils, committees and interaction with public, various city departments, city council and other governmental agencies. Recent Experience with Transtech’s contract Cities: Contract CIP Project Manager, City of Chino: As contract CIP Project Manager, coordinate various CIP projects throughout project design phase, including concrete, asphalt, storm drain, sewer, water, grading, traffic signal, accessibility. Conduct design review, PS&E review, constructability and biddability review, and manage design phase of various CIP projects, and manage and coordinate various CIP projects with various design engineers to ensure project design phases are completed within time and budget, and proceed with construction. Public Agency Experience: • Principal Engineer, City of Costa Mesa, CA • As Principal Engineer, perform a broad range of highly complex and professional • Civil Engineer I, Pierce County Public Works Utilities and Transportation • Services, Design Section, Tacoma, WA • Assistant City Engineer, City of Sumner, Sumner, WA Private Consulting Experience: • Senior Project Manager, Afb Group, Laguna Niguel, Ca • Senior Project Manager, Berryman & Henigar, Santa Ana, Ca • Project Manager, CNC Engineering, Newport Beach, Ca B-12 PROPOSAL 11 PUBLIC WORKS PERMIT REVIEW • Senior Design Engineer/ Project Manager, Harding Lawson Associates Group Inc., Bellevue, Wa CARLOS A. PINEDA, PE, QSD, QSP, LEED, Sr. Engineer Education • BS in Civil Engineering, Registrations/Certifications • Registered Civil Engineer Highlights Mr. Pineda has over 30 years of experience in civil engineering and project management. He has extensive experience working for both private and public sectors. He has participated on numerous multi-disciplinary teams dealing with the planning and development of civil and traffic engineering, urban and rural development, and public works projects. He has served as Principal Project Manager for a variety of projects. Public works design experience covers a wide variety of projects, including the improvement of major arterials, secondary highways and collectors, flood control and drainage projects, water and waste water projects, ADA retrofit, and safe routes to school projects. He has a good understanding and knowledge of municipal government operations, including preparation and presentation of staff reports/resolutions to city councils, committees and interaction with public, various city departments, city council and other governmental agencies. Private sector design experience covers a wide range of projects including residential master planned communities and “in tract” residential improvements. In-tract residential improvements included the design and construction of domestic and reclaimed water infrastructure to serve the new developments. DAVID RAGLAND, PE, PLS, QSD, QSP, Sr. Engineer Education • Humboldt State University, CA, Bachelor of Science Registrations/Certifications • Registered Civil Engineer • Licensed Land Surveyor Highlights Mr. Ragland is a civil engineer and land surveyor has over 30 years of diverse experience in a wide variety of projects in civil engineering. He has managed numerous multi-disciplinary teams dealing with the planning, engineering, entitlement, environmental permitting, development and construction of urban and rural development, and public works projects. His experience also includes special emphasis on complex grading and hillside developments (has worked on the civil engineering and development of more than 40,000 acres of hillside properties), preparation of due diligence and project feasibility analysis, through conceptual planning and design to entitlement and construction. JEFFREY KAO, PE, CBO, CASp, ICC Certified Building Official, Plans Examiner and Inspector Education • MS, BS Civil Engineering, Cal Poly Registrations/Certifications • Registered Civil Engineer; CASp • ICC Certified Building Official, California Building Plans Examiner, CalGreen Inspector, CalGreen Plans Examiner, Mechanical Plans Examiner, Plumbing Plans Examiner, Building Inspector Highlights Mr. Kao has over 20 years of experience and has been working at Transtech as Deputy Building Official, Senior Plans Examiner, On-Site Over the Counter Plans Examiner and performed plan checks for a variety of residential and commercial projects in Cities of Alhambra, South Pasadena, and Temple City. Mr. Kao has broad knowledge of building and safety operations, including working in the capacity of Deputy Building Official and Plans Examiner. His past experience includes working as a structural engineer for 4 years at a structural design firm. MICHAEL DAVID LLOYD, PE, QSD, QSP, Sr. Engineer Education • MS Civil Engineering, Texas A&M University • BS Civil Engineering, Southern Methodist University • MS Public Policy, Georgetown University B-13 PROPOSAL 12 PUBLIC WORKS PERMIT REVIEW Registrations/Certifications • Licensed Civil Engineer • QSD, QSP Highlights Mr. Lloyd has over 30 years of experience, including working in both public and private sector. He has a broad knowledge of municipal government operations, including preparation and presentation of staff reports/resolutions to city councils, committees and interaction with public, various city departments, city council and other governmental agencies. Mr. Lloyd has worked for the City of Moreno Valley for 25 years and been responsible for the programming, designing and delivery of multi-disciplinary capital improvement program projects, and served in various capacities as: • Assistant City Manager responsible for Public Works and Community Development Departments • Public Works Director • City Engineer Land Development Division Manager • Land Development Engineer • Sr. Engineer • Civil Design Engineer • Traffic Engineer • CIP Project Manager • Construction Manager As part of his responsibilities, Mr. Lloyd has: • Maintained regular communications with developers and business owners working within the City to ensure satisfactory project progress. • Represented the City at WRCOG committees. • Oversaw upgrades to Accela / Digital Plan Room that streamlined the submittal process. • Oversaw the restructuring of Moreno Valley Utility and staffing of new positions. • Assisted with the restaffing of the Business and Safety Division, Planning Division, and Community Enhancement Division. • Ensured City Council priorities are addressed in a timely manner with positive outcomes. • Oversaw Department’s preparation and submittals for various grant applications consistent with City Council priorities and the CIP. ZIAD Y. MAZBOUDI, PE, QSD, QSP, CPSWQ, CPESC, LEED AP, D.WRE, Sr. Engineer Education • BS in Civil Engineering Registrations/Certifications • Registered Civil Engineer (#61216) Highlights Mr. Mazboudi has 34 years of progressively responsible, diversified experience in public works, engineering, utilities, development engineering, facilities maintenance, sustainability, environmental programs and project management in both the public and private sector, supported by a strong educational background in civil engineering, geographic information systems, water quality/urban runoff, and environmental programs. His experience includes: • City of San Clemente - PW Department, Deputy Director/Engineering • City of San Juan Capistrano - PW/Utilities Department, Senior Civil Engineer • City of Westminster - PW Department, Associate Civil Engineer/Development Engineer • City of La Habra - PW Department, Assistant Civil Engineer. Special International Projects: • US Green Building Council (www.usgbc.org), Egyptian Green Building Council (EGBC) Represented the US Green Building Council, to assist in the formation of the EGBC. Provided lectures on the role of government in Green Building and on the US Green Building Program, LEED. • USAID International Development Agency (www.usaid.gov), In partnership with USAID and ICMA Kingdom of Jordan Commercial/Industrial Environmental Audit In partnership with USAID and ICMA, developed a training manual for the audit of commercial and industrial facilities in Jordan. Performed audits in Jordan and provided recommendations to the Minister B-14 PROPOSAL 13 PUBLIC WORKS PERMIT REVIEW of the Environment and the Minister of Local Government. JOSEPH DEPERALTA, PE, QSD, Sr. Engineer Education • BS in Civil Engineering Registrations/Certifications • Registered Civil Engineer Highlights Mr. Peralta has approximately 30 years of experience. His experience includes working as contract/consultant City Engineer, Plan Checker, Design Engineer for various Cities. His experience includes dealing, coordinating and navigating thru the permitting processes with municipal, county and state level and other governmental agencies, architects and consultant, utility companies, and regional entities, including Caltrans, Water Quality Board, AQMD, US Corps of Engineers, Department of Fish and Game, Union Pacific Railroad and others. BAHMAN JANKA, TE, Sr. Traffic Engineer Education • MS, BS in Civil Engineering Registrations/Certifications • Registered Traffic Engineer Highlights Mr. Janka has over 35 years of experience in Traffic Engineering and Transportation Planning. He has served as City Traffic Engineer and Transportation Director for public agencies, including: • City of Pasadena, California: Transportation Administrator • City of Santa Clarita, California: City Traffic Engineer • City of Fremont, California: Associate Transportation Engineer • City of Palo Alto, California: Associate Transportation Engineer • Entranco Engineers, Bellevue, Washington: Transportation Engineer. B-15 PROPOSAL 14 PUBLIC WORKS PERMIT REVIEW d.3 Reference Projects (per RFP, limited to 10 pages) REFERENCES CITY OF SOUTH EL MONTE (Year started and completed: 2018 – Ongoing Service) Contact: Rene Salas, City Manager T: Phone: 626-579-6540, E: rsalas@soelmonte.org Services Provided: City Engineering Services; Traffic Engineering; CIP Management; Federally Funded Project Management; Engineering Design; Public Works Permit Inspections; Map Check; Building & Safety Plan Check CITY OF ALHAMBRA (Year started and completed: 1993 – Ongoing Service) Contact: Andrew Ho, Community Development Director T: 626-570-5041; E: andrewho@cityofalhambra.org Services Provided: City Engineering Services; Traffic Engineering; CIP Management; Federally Funded Project Management; Engineering Design; Public Works Permit Inspections; Map Check; Building & Safety Services (Building Official, Plan Check, Inspection) CITY OF COMMERCE (Year started and completed: 2015 – Ongoing Service) Contact: Vilko Domic, Assistant City Manager T: 323-722-4805; E: vilkod@ci.commerce.ca.us Services Provided: City Engineering Services; Traffic Engineering; CIP Management; Federally Funded Project Management; Engineering Design; Public Works Permit Inspections; Map Check; Building & Safety Services (Building Official, Plan Check, Inspection) CITY OF TEMPLE CITY (Year started and completed: 2013 – Ongoing Service) Contact: Bryan Cook, City Manager; T: 626-285-2171; E: bcook@templecity.us Services Provided: City Engineering Services; Traffic Engineering; CIP Management; Federally Funded Project Management; Engineering Design; Public Works Permit Inspections; Map Check; Building & Safety Services (Building Official, Plan Check, Inspection) CITY OF WEST COVINA (Year started and completed: 2019 – Ongoing Service) Contact: Paulina Morales, City Manager T: 626-939-8401; E: pmorales@westcovina.org Services Provided: City Engineering Services; Traffic Engineering; CIP Management; Federally Funded Project Management; Engineering Design; Public Works Permit Inspections; Map Check; Building & Safety Services (Building Official, Plan Check, Inspection) CITY OF MONTEREY PARK (Year started and completed: 2013 – Ongoing Service) Contact: Shawn Igoe, Director of Public Works T: 626-307-1320; E: sigoe@MontereyPark.ca.gov Services Provided: City Engineering Services; Traffic Engineering; CIP Management; Federally Funded Project Management; Engineering Design; Public Works Permit Inspections; Map Check; Building & Safety Services (Building Official, Plan Check, Inspection) B-16 PROPOSAL 15 PUBLIC WORKS PERMIT REVIEW SAMPLE PROJECTS REPRESENTATIVE OF TRANSTECH’S EXPERIENCE IN REQUESTED SERVICES: Agency: CITY OF WEST COVINA Project: Asteria Residential Development (Valuation $40 m). This development includes 158-unit residential homes. Transtech provided following services: • Establishing conditions of approval and coordination with the Planning Staff for the entitlement of the project. • Building Plan Check and Inspection. • Engineering Plan Check and Inspection. Transtech serves as the City’s Contract Building Official, City Engineer, City Traffic Engineer. Agency: CITY OF SOUTH EL MONTE Project: Chico Residential Development (Valuation $15 m). This development includes 13 buildings with 70 residential units. Transtech provided following services: • Establishing conditions of approval and coordination with the Planning Staff for the entitlement of the project. • Building Plan Check and Inspection. • Engineering Plan Check and Inspection. Transtech serves as the City’s Contract Building Official, City Engineer, City Traffic Engineer. Agency: CITY OF COMMERCE Project: Warehouse with Office Space Development (Valuation $20 m). This development includes one-story of warehouse with mezzanines for office use of 114,898 square feet of total floor area in a 5.65-acre lot. Transtech provided following services: • Establishing conditions of approval and coordination with the Planning Staff for the entitlement of the project. • Building Plan Check and Inspection. • Engineering Plan Check and Inspection. Transtech serves as the City’s Contract Building Official, City Engineer, City Traffic Engineer. Agency: CITY OF ALHAMBRA Project: Main Street Collection (Valuation $23 m). This development includes 4-story mixed-use project with 8,200 s ft retail space, 52 condos, 9 live/work units, 19 townhomes, and 6 shopkeeper units. Transtech provided following services: • Establishing conditions of approval and coordination with the Planning Staff for the entitlement of the project. • Building Plan Check and Inspection. • Engineering Plan Check and Inspection. Transtech serves as the City’s Contract Building Official, City Engineer, City Traffic Engineer. B-17 PROPOSAL 16 PUBLIC WORKS PERMIT REVIEW Agency: CITY OF TEMPLE CITY Project: Blossom Walk Residential Development (Valuation $6 m). This development includes 24-unit condominiums and 4 single family homes. Transtech provided following services: • Establishing conditions of approval and coordination with the Planning Staff for the entitlement of the project. • Building Plan Check and Inspection. • Engineering Plan Check and Inspection. Transtech serves as the City’s Contract Building Official, City Engineer, City Traffic Engineer. Agency: CITY OF WEST COVINA Project: Medical Center Building (Valuation $20 m). This project is a new Medical Office Building of approximately 55,000 sf that will operate 24/7 providing a radiation oncology department and infusion department. Transtech provided following services: • Establishing conditions of approval and coordination with the Planning Staff for the entitlement of the project. • Building Plan Check and Inspection. • Engineering Plan Check and Inspection. Transtech serves as the City’s Contract Building Official, City Engineer, City Traffic Engineer. B-18 PROPOSAL 17 PUBLIC WORKS PERMIT REVIEW e. Quality Control Plan (per RFP, limited to 1 page) We have a structured approach to execute projects in an efficient manner that makes Transtech capable of providing the City with an efficient and quality product. Transtech has established guidelines and policies, including written manuals on quality control, project management, and design procedures for its staff and for its contract cities. These guidelines ensure a consistent approach to the execution of assignments undertaken by our organization in compliance with City’s specific procedures, standards and requirements. The following paragraphs describe our general approach to deliver projects in an efficient and cost-effective manner. Our service philosophy is defined by our unique “Customer Care” approach in delivering quality services in an efficient, cost-effective, timely and customer friendly manner:  Our services are founded on the principles of Total Quality Management for Total Customer Care.  We have a structured approach to execute projects in an efficient manner that makes Transtech capable of providing the City with the highest quality product.  We start by working with the applicant early on and during plan review to help them prepare a set of plans which have all of the required information clearly and logically presented.  Additionally, we never hesitate to make suggestions which help eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. Experience has taught us well that inspection time and applicant frustration can both be substantially reduced, while increasing overall compliance, by producing a better set of plans during the plan review process. And in the case of homeowners, this policy often demonstrates early on that the City really is truly a partner in a process that can often be a source of stress and tension for many applicants, and we fully understand that.  This policy reduces the number of plan review rechecks required, allows the applicant to obtain a permit much sooner, and reduces the overall time our staff is required to spend on that particular plan.  Transtech provides all plan check comments on electronic files. All plan check comments are provided on pdf format electronically, as well as hard copies. Plan review corrections are written clearly and are fully detailed to explain the Code deficiency.  To help the applicant better understand the problem, Transtech provides as much information during plan review as possible. We believe that if the applicant has a clear understanding of the problem, he or she can take the necessary steps to correct the condition. This policy reduces the number of plan review rechecks required, allows the applicant to obtain a permit much sooner, and reduces the overall time our staff is required to spend on that particular plan. Unclear and/or cryptic corrections are never written, and all correction lists, except those written over the counter, are typed and printed on a laser printer.  Our plan checkers confer early on and respond to questions from the architect, engineer, designer, applicant, etc. When requested, our plan checkers also meet with the architect, engineer, designer, applicant, etc. at our offices to answer questions or for rechecks where the plan corrections.  Our policy is to assist the architect, engineer, designer, applicant, etc. as much as possible, which helps eliminate complicated details, reduce construction costs, and/or provide details which are easy to verify in the field. B-19 PROPOSAL 18 PUBLIC WORKS PERMIT REVIEW f. Acceptance of Conditions (per RFP, limited to 1 page) Transtech has already executed a contract with the City for various services. If selected for this project, it is assumed same contract format will be executed for this project. Transtech’s current Insurance Info is provided below. If selected by the City for this project, we will appreciate the opportunity of having our Attorney discuss the final contract language to ensure our insurance is in compliance with current laws and regulations and meets the City’s requirements with the City’s Attorney. Following items may be discussed: • For insurability purposes, any duty to defend which is not expressly deleted or defined as a reimbursement to the extent of the adjudicated negligence will present insurability issues. • Insurance may not cover payment for any of the City’s’ defense related cost prior to a final determination of liability or to pay any amount that exceeds Contractor’s finally determined percentage of liability based upon the comparative fault of Contractor. Consultant should reimburse all reasonable attorneys’ fees as part of City’s total damages tied directly to Consultant’s determined percentage of fault. • For insurability purposes, one of the most important contract terms is to ensure the word "negligent" is evident in the indemnity clause. Absent a negligence trigger for claims, a client or owner could present claims with no allegations of negligence, and the professional liability may have coverage implications. Inserting "negligent" acts, errors, or omissions can help make the entire indemnity subject to an appropriate standard of care. • Many contracts use phrases such as: “arising out of or in connection with". This can allow the certificate holder to assert claims that vaguely involve our scope of services. By replacing such phrases with "but only to the extent actually caused by", the claimant must establish that the negligence was the proximate cause of the damage, otherwise known as direct causation, would be insurable. • For insurability purposes, we suggest limiting the obligation to only those parties with whom we have the contract, or who are in direct contractual privity to the project owner. • For insurability purposes, in the event of any dispute between the Parties related to this Agreement or this Project, we recommend that the Parties agree to first negotiate in good faith toward a resolution with participation by representatives of each Party holding sufficient authority to resolve the dispute. If such dispute cannot be resolved in this manner, before any action or litigation is initiated other than as required to secure lien rights, the dispute should be submitted to mediation using the American Arbitration Association or another mediator as mutually selected by the Parties. Such mediation should be completed within a reasonable period of time following either Party’s written demand with each Party to bear an equal share of the mediation fees and its own respective attorney and consultant fees and costs.” B-20 PROPOSAL 19 PUBLIC WORKS PERMIT REVIEW Appendix – Fee Schedule Following is Transtech’s Fee Rates for all staff classifications: Field Technician $88 -$98 Labor Compliance Analyst $150 -$160 Engineering Technician $98 -$109 Funds Coordinator $155 -$165 Assistant CAD Drafter $109 -$124 Office Engineer $150 -$160 Senior CAD Drafter $124 -$140 Construction Inspector $145 -$155 Associate Designer $140 -$155 Senior Construction Inspector $155 -$165 Senior Designer $155 -$171 Construction Manager $176 -$191 Design Project Manager $196 -$206 Resident Engineer $191 -$206 Assistant Engineer $119 -$129 Associate / Staff Engineer $150 -$165 Public Works Inspector $145 -$155 Senior Civil Engineer $206 -$227 Senior Public Works Inspector $155 -$165 Traffic Analyst Technician $103 -$114 Supervising PW Inspector $165 -$176 Associate Traffic Analyst $155 -$165 Senior Traffic Analyst $165 -$176 Survey Analyst $155 -$160 Professional Transportation Planner $176 -$191 Senior Survey Analyst $160 -$165 Traffic Engineer Technician $98 -$109 2-Man Survey Crew $357 -$372 Associate/Staff Traffic Engineer $150 -$165 Survey & Mapping Specialist $191 -$207 Traffic Engineer $176 -$191 Licensed Land Surveyor $217 -$227 Senior Traffic Engineer $191 -$212 Project Manager $191 -$212 Funds Analyst $150 -$155 Senior Project Manager $212 -$227 Senior Funds Analyst $155 -$165 Deputy City Engineer $176 -$196 Grant Writer $171 -$176 City Engineer $196 -$212 Funds & Grant Project Manager $191 -$202 Principal Engineer $212 -$233 Community Development Technician $83 -$93 Permit Technician $78 -$88 Planning Technician $93 -$103 Plan Check Technician/Analyst/Supervisor $129 -$145 Assistant Planner $103 -$124 Building Inspector $119 -$134 Associate Planner $124 -$145 Senior Inspector $129 -$145 Senior Planner $150 -$171 Plans Examiner/Checker $145 -$160 Planning Manager $176 -$196 Plan Check Engineer $155 -$176 Deputy Building Official $165 -$176 Administrative/Clerical $72 -$83 Building Official $171 -$186 Project Accountant $83 -$93 TRANSTECH ENGINEERS, INC. SCHEDULE OF HOURLY RATES Effective: July 1, 2024 - June 30, 2025 Rates are average ranges, negotiable and can be adjusted to establish a fee for each assignment based on the specific project’s scope, when such projects are identified by the City. The above fees are increased each year July 1st automatically by the percentage change Los Angeles-Long Beach-Anaheim California Consumer Price Index-All Urban Consumers (“CPI-U”) for the preceding twelve-month period as calculated for February by the U.S. Department of Labor Bureau of Labor Statistics and published by the United States Bureau of Labor Statistic. FUNDING & GRANT WRITING PLANNING ADMINISTRATIVE STAFF SURVEY AND MAPPING PUBLIC WORKS INSPECTION BUILDING & SAFETY ENGINEERING CONSTRUCTION MANAGEMENT B-21 Page 1 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 City of Rancho Palos Verdes Request for Proposals Public Works Permit Review Public Works Department Attention: Brandon Mesker, Associate Engineer 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 Phone: (310) 544-5293| Email: bmesker@rpvca.gov RFP Release Date: May 1, 2024 Request for Clarification Deadline: May 8, 2024 RFP Submittal Deadline: May 22, 2024 C-1 Page 2 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 Public Works Permit Review The City of Rancho Palos Verdes is requesting proposals from qualified consulting firms to professional services to review and provide analysis for any site plans, construction documents, or other engineering related documents which may be enclosed in the permit application packet. All correspondence and questions regarding this RFP should be submitted via email to: Brandon Mesker, Associate Engineer Email: bmesker@rpvca.gov To be considered for this project, submit an electronic copy of the proposal to the above email address by 4:30PM, on May 22, 2024 C-2 Page 3 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 Table of Contents I. INTRODUCTION .................................................................................................. 4 II. PROJECT OBJECTIVE ........................................................................................ 4 III. PROJECT DESCRIPTION AND BACKGROUND ................................................ 4 IV. SCOPE OF SERVICES ........................................................................................ 5 V. PRELIMINARY PROJECT SCHEDULE ............................................................... 6 VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS ............ 6 VII. SUBMISSION OF PROPOSAL ............................................................................ 8 VIII. EVALUATION AND SELECTION PROCESS ...................................................... 8 Attachment A ............................................................................................................... 10 C-3 Page 4 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 I. INTRODUCTION The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal community, with a population of approximately 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. The City is a contract city, meaning that some services are provided by contract with agencies (both public and private) and some services are delivered by the City’s own employees. City Government: Rancho Palos Verdes is a General Law City and has operated under the Council-Manager form of government since its incorporation in 1973. Policy-making and legislative authority are vested in the governing City Council, which consists of five Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on an annual budget cycle. The City is seeking a consultant that can review and develop comments for permits and plans submitted to the City from various agencies. Submitting agencies may include but are not limited to construction contractors, engineering firms, and utility providers. The consultant must be knowledgeable of and have experience with plans and permits related to traffic control, drainage, soil imports, and encroachment. The purpose of this document is to provide proposers with the information needed to submit a proposal for review by the City and, if selected, enter into a Professional Service Agreement with the City. Enclosed is a blank Professional Services Agreement form for the proposers’ to review. II. PROJECT OBJECTIVE The City is requesting proposals from qualified firms to provide professional services to review and provide analysis for any site plans, construction documents, or other engineering related documents which may be enclosed in the permit application packet. The documents are to be reviewed for completeness, compliance, adequacy, appropriateness for the proposed site, and any technical or regulatory issues. III. PROJECT DESCRIPTION AND BACKGROUND As a small municipality, the City may require staff augmentation to facilitate certain tasks and assignments. The City is accepting proposals from qualified firms to provide professional services to review and provide analysis for any site plans, construction documents, or other engineering related documents which may be enclosed in the permit application packet. The documents are to be reviewed for completeness, compliance, adequacy, appropriateness for the proposed site, and any technical or regulatory issues. C-4 Page 5 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 IV. SCOPE OF SERVICES The City is accepting proposals to provide professional services to review and provide analysis for any site plans, construction documents, or other engineering related documents which may be enclosed in the permit application packet. SCOPE OF WORK 1. Permit and plan review: a. Review and assess document development plans as it pertains to Public Works. b. Review, organize, and document engineering plans related to encroachment permits or private development. c. Review traffic control plans associated with encroachment permits or private development. d. Coordinate with other departments, as necessary. e. Create applicable Conditions of Approval for development projects. f. Prepare necessary reports for encroachment and/or development projects. Consultant shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described in the project objective. Consultant shall expand on the above-noted tasks, where appropriate, and provide suggestions which might lead to efficiencies and enhance the results or usefulness of the work. Deliverables As part of the Services, Consultant will prepare and deliver the following tangible work products to the City. 1. Memorandum with detailing findings and recommendations shall be completed in a timely manner to allow review by the Public Works Director or their designee and subsequent response to the applicant within 10 business days of encroachment or development permit submittal and within 5 business days of each resubmittal. 2. A monthly summary memorandum to include a list of documents, key comments, and status. 3. Electronic and hard copy of the files generated during the review process. City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or record materials for service deliverables, and provide comments. Consultant is required to revise draft deliverables to address City staffs’ comments. C-5 Page 6 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 V. PRELIMINARY PROJECT SCHEDULE A. RFP Schedule Request for Proposal available May 1, 2024 Request for Clarification due May 8, 2024 Proposals due May 22, 2024 Firm Interviews (if necessary) May 29, 2024 Anticipated Notice of Award May 31, 2024 B. Anticipated Project Schedule Start Date June 24, 2024 Please note that this schedule is preliminary. It is included to provide the Consultant with a sense of the expected timeline for the Scope of Service and emphasize the urgent nature of the work and the City’s expectation that the Scope of Services will be completed as quickly as possible. The ideal Consultant candidate will have available resources and personnel, either in-house or under subcontract, to ensure the completion of the Scope of Services at the earliest possible time. VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS 1. Only one proposal per firm will be considered. 2. The submittal should be typed and as brief as possible while adequately describing the qualifications of the firm. The final submittal shall be sent as a PDF via email to Brandon Mesker, Associate Engineer at bmesker@rpvca.gov. 3. The proposing firm shall submit the following information with the package, including the same information for subcontractors, in the following format: a. Cover Letter: Provide the name, address, and phone number of the firm; the present staff (size, classification, credentials); the primary contact’s name, phone number, and email address; any qualifying statements or comments regarding the proposal; and identification of any sub-consultants and their responsibilities. Identify the firm’s type of organization (individual, partnership, corporation), including names and contact information for all officers, and proof that the organization is currently in good standing. The signed letter should also include a paragraph stating that the firm is unaware of any conflict of interest in performing the proposed work. (No more than two pages) b. Approach to Scope of Services: Re-state the Scope of Services with any additions, expansions, clarifications, or modifications that the firm proposes in order to provide the services and produce the deliverables contained in this RFP. Describe how completing the Scope of Services will be C-6 Page 7 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 approached and any cost-saving or value-adding strategies or innovations the firm will bring to the project. (No more than two pages) c. Organization and Staffing: Identify the person who will be the Project Manager and primary contact person responsible for the overall delivery of the project. Provide an organizational chart of the project team that clearly delineates communication and reporting relationships among the project staff and among the sub-consultants involved in the project. Identify key personnel to perform work in the various tasks and include major areas of subcontracted work. Indicate the expected contributions of each staff member in time as a percentage of the total effort. Specifically show the availability of staff to provide the necessary resource levels to meet the City’s needs. Indicate that the Project Manager and key staff will remain assigned to this project through completion of the Scope of Services. (No more than two pages) d. Staff Qualifications and Experience: Describe qualifications of the assigned staff and sub-contractors including relevant technical experience. Staff assigned to complete the Scope of Services must have previous experience in providing the necessary services as described under the Scope of Services. A registered Professional Engineer must be the Project Manager. Description of Consultant’s experience should include: • Prior Experience: Demonstrate that the firm has significant experience providing services similar to those described under the Scope of Services. (No more than two page) • Staff Qualifications: Provide resumes for the Project Manager and any other key staff members to be assigned to contribute to the Scope of Services, with an emphasis on similar services which they provided to other agencies. (No more than ten pages) • Reference Projects: Include at least three projects with similar scope of services performed by the project team within the past three years and indicate the specific responsibilities of each team member on the reference project. Provide contact information for each client. (No more than ten pages) e. Quality Control Plan: Describe the quality control procedures and associated staff responsibilities which will ensure that the deliverables will meet the City’s needs. (No more than one page) f. Acceptance of Conditions: State the offering firm’s acceptance of all conditions listed in the Request for Proposal (RFP) document and Sample Professional Services Agreement (Attachment D). Any exceptions or suggested changes to the RFP or Professional Services Agreement (PSA), including the suggested change, the reasons therefore and the impact it C-7 Page 8 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 may have on cost or other considerations on the firm’s behalf must be stated in the proposal. Unless specifically noted by the firm, the City will rely on the proposal being in compliance with all aspects of the RFP and in agreement with all provisions of the PSA. (No more than one page) VII. SUBMISSION OF PROPOSAL A. Request for Clarification Requests for clarification of the information contained herein shall be submitted in writing prior to 4:30 pm on May 8, 2024. Responses to any clarification question will be provided to each firm from which proposals have been requested. It is highly recommended that the prospective consultant firms visit the City to view the project location prior to submitting a request for clarification. B. Confirmation Email Upon submission of proposal to the City, the proposing firm shall request an email confirmation that the proposal was received and retain the email as a record. If an email confirmation is not received, the proposing firm shall correspond with the City until a confirmation is received. VIII. EVALUATION AND SELECTION PROCESS 1. Proposals Will be Evaluated Based on the Following Criteria: a. Approach to Scope of Services (30%) • Understanding of the Scope of Services as demonstrated by the thoroughness of the proposal, introduction of cost-saving or value- adding strategies or innovations (including those applying to overall project schedule), and an overall approach most likely to result in the desired outcome for the City. b. Staff Qualifications and Experience (35%) • Relevance of experience of the proposing firm (to provide support resources to the project team) • Relevance of experience and strength of qualifications of the Project Manager • Relevance of experience and strength of qualifications of the key personnel performing the work • Relevance of referenced projects and client review of performance during those projects c. Organization and Staffing (20%) • Availability of key staff to perform the services throughout the duration of the project C-8 Page 9 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 • Assignment of appropriate staff in the right numbers to perform the Scope of Services • Appropriate communication and reporting relationships to meet the City’s needs d. Quality Control (15%) • Adequate immediate supervision and review of staff performing the work as well as appropriate independent peer review of the work by qualified technical staff not otherwise involved in the project. 2. Selection Process An evaluation panel will review all proposals submitted and select the top proposals. The panel will select the proposal, if any, which best fulfills the City’s requirements. The City will then further refine the scope and schedule with that firm and request a fixed cost fee proposal. The City will negotiate the fee with that firm. The City reserves the right to negotiate special requirements and proposed service levels using the selected proposal as a basis. If the City is unable to negotiate an agreeable fee for services with the top firm, the City will negotiate with the next firm chosen among the top firms. 3. Award Notification The City will notify all proposers in writing of the outcome of the selection process and intent to award. This RFP does not commit the City to award an agreement, nor pay any costs incurred in the preparation and submission of the proposal in anticipation of an agreement. The City reserves the right to reject any or all proposals, or any part thereof, to waive any formalities or informalities, and to award the agreement to the proposer deemed to be in the best interest of the City and the Department. 4. Award of Agreement The selected firm shall be required to enter into a written agreement (see sample City agreement in Attachment A) with the City, in a form approved by the City Attorney, to perform the Scope of Services. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the final agreement; however, the City reserves the right to further negotiate the terms and conditions of the agreement with the selected consultant. The agreement will, in any event, include a maximum "fixed cost" to the City. C-9 Page 10 of 10 City of Rancho Palos Verdes RFP - Public Works Permit Review May 1, 2024 Attachment A C-10 01203.0001/835260.1 % PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and C-11 01203.0001/835260.1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on , 2022 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and , a [form of company] (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and 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 %C-12 01203.0001/835260.1 % 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 jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a)Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed 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 of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The C-13 01203.0001/835260.1 % Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d)Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e)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. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f)Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g)Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars 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 during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1½ (one and one half) times the basic rate of pay. (h)Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” C-14 01203.0001/835260.1 % Consultant’s Authorized Initials ________ (i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or 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 restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. C-15 01203.0001/835260.1 % 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time 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 risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts 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. C-16 01203.0001/835260.1 % 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 $XXX (____________________ Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $___________ (_____________ Dollars). 2.2 Method of Compensation. (a) 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. (b) A retention of 10% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory and timely completion of services. This retention shall not apply for on-call agreements for continuous services or for agreements for scheduled routine maintenance of City property or City facilities. 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. C-17 01203.0001/835260.1 % 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 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 60 (sixty) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of C-18 01203.0001/835260.1 % this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding [INSERT PERFORMANCE PERIOD] 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 [INSERT NUMBER OF EXTENSIONS IF APPLICABLE] additional [INSERT DURATION OF EXTENSIONS IF APPLICABLE]-year terms. ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. C-19 01203.0001/835260.1 % 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be _____________________ or such person as may be designated by the [DEPARTMENT HEAD]. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons C-20 01203.0001/835260.1 %1 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. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and 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 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than 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”. C-21 01203.0001/835260.1 %1 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 approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a 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 right 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 C-22 01203.0001/835260.1 %1 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 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. (j) 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. (l) 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 right 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. C-23 01203.0001/835260.1 %1 (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. (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. C-24 01203.0001/835260.1 %1 Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. C-25 01203.0001/835260.1 %1 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests C-26 01203.0001/835260.1 %1 provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. C-27 01203.0001/835260.1 %1 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 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. C-28 01203.0001/835260.1 %1 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 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 principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. C-29 01203.0001/835260.1 % No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., 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 writing. 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. C-30 01203.0001/835260.1 %2 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute 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, C-31 01203.0001/835260.1 %2 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 _______ 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] C-32 01203.0001/835260.1 % IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation , Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: By: Name: Title: By: Name: Title: Address: 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. C-33 01203.0001/835260.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. %C-34 01203.0001/835260.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. %C-35 01203.0001/835260.1 A-1 EXHIBIT “A” SCOPE OF SERVICES I.Consultant will perform the following Services: A.[COPY AND PASTE FROM PROPOSAL, OR INSERT SCOPE OF WORK PAGES] II.As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. III.In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. IV.All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. A. V.Consultant will utilize the following personnel to accomplish the Services: A. C-36 01203.0001/835260.1 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. [INTENTIONALLY LEFT BLANK] C-37 01203.0001/835260.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I.Consultant shall perform the following tasks at the following rates: RATE TIME SUB-BUDGET A. __________ __________ __________ __________ B. __________ __________ __________ __________ C. __________ __________ __________ __________ D. __________ __________ __________ __________ II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. C-38 01203.0001/835260.1 D-1 EXHIBIT “D SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Days to Perform Deadline Date A. Task A ______________ ______________ B. Task B ______________ ______________ C. Task C ______________ ______________ II. Consultant shall deliver the following tangible work products to the City by the following dates. A. B. C. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. C-39