CC SR 20241217 C - Michael Baker Inc. Amendment No. 3
CITY COUNCIL MEETING DATE: 12/17/2024
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to amend the existing Professional Services
Agreement with Michael Baker International, Inc. to continue additional temporary
planning services.
RECOMMENDED COUNCIL ACTION:
1) Approve Amendment No. 3 to the Professional Services Agreement with Michael
Baker International, Inc., to continue to provide on-call planning contract services in
the Community Development Department through June 30, 2026 and increase the
agreement sum by $70,000, thereby increasing the not-to-exceed total agreement
amount from $115,000 to $185,000; and,
2) Authorize the Mayor and City Clerk to execute the amendment in a form approved
by the City Attorney.
FISCAL IMPACT: The cost increase has no fiscal impact as the funds for the additional
services will be covered by unspent budget from various vacancies
in the Planning Division budgeted for Fiscal Year 2024-25. VR
Amount Budgeted: $0
Additional Appropriation: $70,000 (Budget Transfer)
Account Number(s): 101-400-4120-5101 (General Fund – Planning Professional Services)
Transfer from: 101-400-4120-4101 VR
(General Fund – Planning – Salaries)
ORIGINATED BY: Lisa Garrett, Senior Administrative Analyst
REVIEWED BY: Brandy Forbes, AICP, Community Development Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No.3 to the Professional Services Agreement with Michael
Baker International, Inc. (page A-1)
B. Existing Professional Services Agreement with Michael Baker International,
Inc. Agreement (page B-1)
1
CITYOF RANCHO PALOS VERDES
BACKGROUND AND DISCUSSION:
On July 1, 2022, the City entered into a Professional Services Agreement (PSA) with
Michael Baker International, Inc. to provide on -call planning related services in the
amount of $30,000 for a period of two years (Attachment B).
On December 6, 2022 the PSA was amended with Amendment No. 1 to expand planning
support services due to staff shortages in the Planning Division and increased the
contract sum from $85,000 to $115,000.
On July 1, 2024 the PSA was amended to exercise the optional one-year extension to
continue necessary on-call technical and staffing services for the planning division.
The Planning Division has three budgeted planner positions that are vacant since the
adoption of the FY 2024-25 budget. The current contract planner will continue to provide
planning counter support, process development plans, and perform other planning du ties
and support as assigned by the Deputy Director. Recruitment efforts to fill vacant planner
positions are ongoing, and Staff only intends to utilize the additional planning services as
needed.
Due to continued staffing needs in the Planning Division, Amendment No. 3 is necessary
to allow for an on-call contract planner and on-call planning technical support to continue
to provide uninterrupted services to the public on an as needed basis. Amendment No.3
increases the PSA contract sum by $70,000 from $115,000 to $185,000, funded by salary
savings from various vacancies in the Planning Division. Increasing the contract sum
does not mean the full amount will be spent unless full services are needed through the
duration of the contract term.
CONCLUSION:
To continue planning professional services in the most efficient manner, Staff is
requesting the City Council approve Amendment No. 3 to the PSA with Michael Baker,
Inc.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not authorize Amendment No. 3 to the PSA with Michael Baker International,
Inc.
2. Take other action, as deemed appropriate.
2
AMENDMENT NO. 3
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 3”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation (“Consultant”), is
effective as of December 17, 2024.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated July 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call planning services
for the Community Development Department for a Term of two years and a not-to-exceed Contract
Sum of $30,000, with the option to extend the Term by two additional one-year terms.
B. On December 6, 2022, City entered into Amendment No. 1 to increase the total
sum of the Agreement by $85,000 for a total Contract Sum of $115,000 to expand planning support
services due to a temporary staff shortage in the Planning Division, and ongoing need for technical
planning support for issues such as housing, noise, biology, and traffic.
C. On July 1, 2024 City entered onto Amendment No. 2 to amend the Agreement and
exercise the option to extend the Agreement one-year to continue to provide Planning professional
services through June 30, 2025, with no increase in Contract Sum.
D. City and Consultant now desire to enter into Amendment No. 3 to increase the
Agreement by $70,000 for a total Contract Sum of $185,000 and extend the Agreement through
June 30, 2026 (FY25-26) to continue contract planning support services due to continued staff
shortages in the Planning Division, and an ongoing need for on-call technical planning support for
projects related to housing, noise, biology, and traffic.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 2.1, “Contract Sum,” is hereby amended as follows:
“2.1 Contract Sum. Subject to any limitations set forth in this Agreement,
City agrees to pay Consultant the amounts specified in the “Schedule of
Compensation” attached hereto as Exhibit “C” and incorporated herein by this
reference. The total compensation, including reimbursement for actual expenses,
shall not exceed $185,000 (One Hundred and Eighty-Five Thousand Dollars)
$115,000 (One Hundred and Fifteen Thousand Dollars) (the “Contract Sum”),
unless additional compensation is approved pursuant to Section 1.9.”
a)Section 3.4 Term is amended to read:
A-1
Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until completion of the
services but not exceeding two years from the date hereof, June 30, 2025June 30,
2026 except as otherwise provided in the Schedule of Performance (Exhibit “D”).
The City may, in its discretion, extend the Term by one additional 1-year term.
2.Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 to 3,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by Amendment Nos. 1 to 3 to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 3,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 3,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 3.
5.Authority. The persons executing this Amendment No. 3 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this
Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and
(iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
A-2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
MICHAEL BAKER INTERNATIONAL,
INC., a Pennsylvania Corporation
By: ________________________________
Name: William Hoose
Title: Assoc. Vice President
By: ________________________________
Name: Richard Beck
Title: Assistant Secretary
Address: 3760 Kilroy Airport Way, Suite 270
Long Beach, CA 90806
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
A-3
B-1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MICHAEL BAKER INTERNATIONAL INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MICHAEL BAKER INTERNATIONAL INC
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( Agreement") 1s made and
entered into on ~u\1 l , 2022 by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ( City") and MICHAEL BAKER
INTERNATIONAL INC, a Pennsylvania corporation ( Consultant ) City and Consultant may
be referred to, ind1v1dually or collectlvely, as Party" or Parties'
RECITALS
A City has sought, by issuance of a Request for Proposals, the perfonnance of the
services defined and descnbed particularly in Article I of this Agreement
B Consultant, following subm1ss1on of a proposal for the perfonnance of the
services defined and descnbed particularly in Article I of this Agreement, was selected by the
City to perfonn those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authonty
to enter into and execute this Agreement
D The Parties deme to fonnalize the selection of Consultant for perfonnance of
those services defined and descnbed particularly in Article I of this Agreement and desire that
the tenns of that perfonnance be as particularly defined and descnbed herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in cons1derat1on of the mutual promises and covenants made by
the Parties and contained herein and other cons1derat1on, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE I SERVICES OF CONSULTANT
I I Scope of Services
In compliance with all tenns and cond1t1ons of this Agreement, the Consultant shall
provide those services specified in the Scope of Services", as stated in the Proposal, attached
hereto as Exh1b1t A and incorporated herein by this reference, which may be referred to herein
as the services or work hereunder As a matenal inducement to the City entering into this
Agreement, Consultant represents and warrants that 1t has the qualifications, expenence, and
fac1ht1es necessary to properly perfonn the services required under this Agreement in a thorough,
competent, and professional manner, and 1s expenenced in perfonning the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, expenence and talent, perfonn all services described herein Consultant covenants that 1t
shall follow the highest professional standards in perfonning the work and services required
hereunder and that all matenals will be both of good quality as well as fit for the purpose
01203 000,/789163 I
B-3
mtended For purposes of this Agreement, the phrase "highest professional standards" shall mean
those standards of practice recogmzed by one or more first-class firms performmg s1m1lar work
under s1m1lar cucumstances
1.2 Consultant's Proposal.
The Scope of Service shall mclude the Consultant's Proposal which shall be mcorporated
herem by this reference as though fully set forth herem In the event of any mcons1stency
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 mformed concernmg, and shall render all services hereunder
m accordance with, all ordmances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity havmg junsd1ctlon m effect at the time service 1s
rendered
1.4 Cahforma Labor Law.
If the Scope of Services mcludes any "public work" or "mamtenance work," as those
terms are defined m California Labor Code section 1 720 et seq and California Code of
Regulations, Title 8, Section 16000 et seq , and 1f the total compensation 1s $1,000 or more,
Consultant shall pay preva1lmg wages for such work and comply with the reqmrements m
California Labor Code section 1770 et seq and 1810 et seq , and all other applicable laws,
mcludmg the followmg reqmrements
(a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement 1s a "public work" as defined m Labor Code Section 1720 and
that this Agreement 1s therefore subject to the reqmrements of D1v1s10n 2, Part 7, Chapter 1
( comrnencmg with Section 1 720) of the California Labor Code relatmg to public works contracts
and the rules and regulations established by the Department of Industnal Relations ("DIR")
1mplementmg such statutes The work performed under this Agreement 1s subject to compliance
momtonng and enforcement by the DIR Consultant shall post jOb site notices, as prescnbed by
regulation
(b) Prevailmg Wages Consultant shall pay prevailing wages to the extent
reqmred by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
preva1lmg rate of per diem wages are on file at City Hall and will be made available to any
mterested party on request By m1tiatmg any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determmat1on of the prevailmg rate of per diem
wages, and Consultant shall post a copy of the same at each jOb site where work 1s performed
under this Agreement
(c) Penalty for Failure to Pay Preva1lmg Wages Consultant shall comply with
and be bound by the prov1s1ons of Labor Code Sections 1774 and 1775 concernmg the payment
01203 0005/789163 I 2
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of prevailing rates of wages to workers and the penalties for failure to pay preva1hng wages The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker 1s employed for any pubhc work done pursuant to
this Agreement by Consultant or by any subcontractor
(d) Payroll Records Consultant shall comply with and be bound by the
prov1s10ns of Labor Code Section 1776, which reqmres Consultant and each subconsultant to
keep accurate payroll records and venfy such records in wnting under penalty of peIJury, as
specified in Sect10n 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 prov1s1ons
of Labor Code Sections 1777 5, 1777 6, and 1777 7 and Cahforma Code of Regulations Title 8,
Section 200 et seq concerning the employment of apprentices on pubhc works projects
Consultant shall be responsible for comphance with these aforementioned Sections for all
apprent1ceable occupations Pnor to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any apphcable 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 venfied 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 prov1s1ons 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 dunng which such worker 1s reqmred or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in v1olat1on of the prov1s1ons of D1v1s1on 2, Part 7, Chapter 1, Article 3 of the Labor Code
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours dunng any one week shall be permitted upon pubhc
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1 ½ ( one and one half) times the baste rate of pay
(h) Workers' Compensation Cahfomia Labor Code Sections 1860 and 3700
provide that every employer will be reqmred to secure the payment of compensation to its
employees 1f 1t has employees In accordance with the prov1s1ons of Cahfomta Labor Code
Section 1861, Consultant certifies as follows
"I am aware of the prov1s10ns of Section 3700 of the Labor Code which requue
every employer to be insured against hab1hty for workers' compensat10n or to
undertake self-insurance in accordance with the prov1s1ons of that code, and I will
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comply with such prov1s1ons before commencmg the performance of the work of
this contract"
Consultant's Authonzed lmtials \Jl1--fw
(1) Consultant's Respons1b1lity for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with D1v1s1on 2, Part 7, Chapter I ( commencmg with Section 1720)
of the California Labor Code, and shall make such compliance a reqmrement m any contract
with any subcontractor for work under this Agreement Consultant shall be requued to take all
actions necessary to enforce such contractual prov1s1ons and ensure subcontractor's compliance,
mcludmg without lim1tat1on, conductmg a review of the certified payroll records of the
subcontractor on a penod1c basis or upon becommg aware of the failure of the subcontractor to
pay his or her workers the specified prevailmg 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 obtam at its sole cost and expense such licenses, permits and approvals
as may be reqmred by law for the performance of the services reqmred by this Agreement
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and mterest, which may be imposed by law and anse from or are necessary
for the Consultant's performance of the services reqmred by this Agreement, and shall
mdemmfy, defend and hold harmless City, its officers, employees or agents of City, agamst any
such fees, assessments, taxes, penalties or mterest levied, assessed or imposed agamst City
hereunder
1.6 Fam1har1ty with Work.
By executmg this Agreement, Consultant warrants that Consultant (1) has thoroughly
mvestlgated and considered the scope of services to be performed, (11) has carefully considered
how the services should be performed, and (m) fully understands the facilities, difficulties and
restnct10ns attendmg performance of the services under this Agreement If the services mvolve
work upon any site, Consultant warrants that Consultant has or will mvestlgate the site and 1s or
will be fully acquamted with the conditions there ex1stmg, pnor to commencement of services
hereunder Should the Consultant discover any latent or unknown cond1t1ons, which will
matenally affect the performance of the services hereunder, Consultant shall 1mmed1ately mform
the City of such fact and shall not proceed except at Consultant's nsk until wntten mstructions
are received from the Contract Officer m the form of a Change Order
1.7 Care of Work.
The Consultant shall adopt reasonable methods dunng the life of the Agreement to
furmsh contmuous protection to the work, and the eqmpment, matenals, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
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1.8 Further Respons1b1htJes of Parties.
Both parties agree to use reasonable care and d1hgence to perform the1r respective
obligations under this Agreement Both parties agree to act m good faith to execute all
mstruments, 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 Add1tJonal Services.
City shall have the nght at any time dunng the performance of the services, without
mvahdatmg this Agreement, to order extra work beyond that specified m the Scope of Services
or make changes by altermg, addmg to or deductmg from said work No such extra work may be
undertaken unless a wntten Change Order 1s first given by the Contract Officer to the Consultant,
mcorporatmg therem any adjustment m (1) the Contract Sum for the actual costs of the extra
work, and/or (11) the time to perform this Agreement, which said adjustments are subject to the
wntten approval of the Consultant Any mcrease m compensation of up to 15% (fifteen percent)
of the Contract Sum, or, m the time to perform of up to 90 (nmety) days, may be approved by the
Contract Officer through a wntten Change Order Any greater mcreases, taken either separately
or cumulatively, must be approved by the City Council It 1s expressly understood by Consultant
that the prov1s1ons of this Section shall not apply to services specifically set forth m the Scope of
Services Consultant hereby acknowledges that 1t accepts the nsk that the services to be provided
pursuant to the Scope of Services may be more costly or time consummg than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor City
may m its sole and absolute discretion have similar work done by other Consultants No claims
for an mcrease m the Contract Sum or time for performance shall be vahd unless the procedures
established m this Section are followed
If m the performance of the contract scope, the Consultant becomes aware of matenal defects m
the scope, duration or span of the contract or the Consultant becomes aware of extenuatmg
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall mform the Contractmg Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surroundmg the issue, proposed solutions, proposed costs
and proposed schedule impacts
1.10 Special Regmrements.
Additional terms and conditions of this Agreement, 1f any, which are made a part hereof
are set forth m the "Special Reqmrements" attached hereto as Exhibit "B" and mcorporated
herem by this reference In the event of a conflict between the prov1s1ons of Exhibit "B" and any
other prov1s10ns ofth1s Agreement, the provisions of Exh1b1t "B" shall govern
01203 0005/789163 1 5
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
SubJect to any limitations set forth m this Agreement, City agrees to pay Consultant the
amounts specified m the "Schedule of Compensat10n" attached hereto as Exh1b1t "C" and
mcorporated herem by this reference The total compensation, mcludmg reimbursement for
actual expenses, shall not exceed $30,000 (Thirty Thousand Dollars) (the "Contract Sum"),
unless additional compensation 1s approved pursuant to Section 1 9 Annual compensation shall
not exceed$ 15,000 (Fifteen Thousand Dollars)
22 Method of Compensation.
The method of compensation may mclude (1) a lump sum payment upon completion, (11)
payment m accordance with specified tasks or the percentage of completion of the services, (m)
payment for time and matenals based upon the Consultant's rates as specified m the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum 1s not exceeded, or (1v) such other methods as may be specified m the
Schedule of Compensation
2.3 Reimbursable Expenses.
Compensation may mclude reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer m
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only 1f specified m the Schedule of Compensation The Contract Sum shall mclude the
attendance of Consultant at all proJect meetmgs reasonably deemed necessary by the City
Coordmat1on of the performance of the work with City 1s a cntical component of the services If
Consultant 1s reqmred to attend add1t1onal meetmgs to fac1htate such coordmation, Consultant
shall not be entitled to any additional compensation for attendmg said meetmgs
2.4 Invmces.
Each month Consultant shall furmsh to City an ongmal mv01ce, usmg the City template,
or m a format acceptable to the City, for all work performed and expenses mcurred dunng the
precedmg month ma form approved by City's Duector of Fmance By subm1ttmg an mv01ce for
payment under this Agreement, Consultant 1s cert1fymg compliance with all prov1s1ons of the
Agreement The mv01ce shall detail charges for all necessary and actual expenses by the
followmg categones labor (by sub-category), travel, matenals, eqmpment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categones Consultant
shall not mvo1ce City for any duplicate services performed by more than one person
City shall mdependently review each mv01ce submitted by the Consultant to determme
whether the work performed and expenses mcurred are m compliance with the prov1s1ons of this
Agreement Except as to any charges for work performed or expenses mcurred by Consultant
which are disputed by City, or as provided m Section 7 3, City will use its best efforts to cause
Consultant to be paid w1thm 45 (forty-five) days of receipt of Consultant's correct and
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undisputed mv01ce, however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur w1thm this time penod In the
event any charges or expenses are disputed by City, the ongmal mv01ce shall be returned by City
to Consultant for correction and resubm1ss1on Review and payment by City for any mvo1ce
provided by the Consultant shall not constitute a waiver of any nghts or remedies provided
herem 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 m work performed by Consultant
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time 1s of the essence m the performance of this Agreement
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
wntten notice to proceed and shall perform all services w1thm the time penod(s) established m
the "Schedule of Performance" attached hereto as Exh1b1t "D" and mcorporated herem by this
reference When requested by the Consultant, extensions to the time penod(s) specified m the
Schedule of Performance may be approved m wntmg by the Contract Officer through a Change
Order, but not exceedmg 90 (nmety) days cumulatively
3.3 Force Ma1eure.
The time penod(s) specified m 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,
mcludmg, but not restncted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, ep1dem1cs, quarantme restnctlons, nots, stnkes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, mcludmg the City, 1f the Consultant
shall w1thm 10 (ten) days of the commencement of such delay notify the Contract Officer m
wntmg of the causes of the delay The Contract Officer shall ascertam the facts and the extent of
delay, and extend the time for performmg the services for the penod of the enforced delay when
and 1f m the Judgment of the Contract Officer such delay 1s Justified The Contract Officer's
determmation shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages agamst the City for any delay m the performance of
this Agreement, however caused, Consultant's sole remedy bemg extension of the Agreement
pursuant to this Sect10n
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34 Term.
Unless earlier tenmnated m accordance with Article 7 of this Agreement, this Agreement
shall contmue m full force and effect until completion of the services but not exceedmg two
years from the date hereof, except as otherwise provided m the Schedule of Performance
(Exh1b1t "D") The City may, m its d1scret10n, extend the Term by two additional I-year terms
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The followmg prmc1pals of Consultant ("Pnnc1pals") are hereby designated as bemg the
pnnc1pals and representatives of Consultant authonzed to act m its behalf with respect to the
work specified herem and make all dec1s1ons m connect10n therewith
Wilham Hoose
(Name)
Trayc1 Nelson
(Name)
Associate Vice President
(Title)
D1v1s1on Manager-Agency Staff
(Title)
It 1s expressly understood that the expenence, knowledge, capab1hty and reputation of the
foregomg pnnc1pals were a substantial mducement for City to enter mto this Agreement
Therefore, the foregomg pnnc1pals shall be responsible dunng the term of this Agreement for
d1rectmg all activities of Consultant and devotmg sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authonzed agents, shall at all times be
under the exclusive d1rection and control of the Pnnc1pals For purposes of this Agreement, the
foregomg Pnnc1pals may not be replaced nor may the1r respons1b1hties be substantially reduced
by Consultant without the express wntten approval of City Add1t1onally, Consultant shall ut1hze
only the personnel mcluded m the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to mamtam the stab1hty and contmmty of
Consultant's staff and subcontractors, 1f any, assigned to perform the services reqmred under this
Agreement Consultant shall notify City of any changes m Consultant's staff and subcontractors,
1f any, assigned to perform the services reqmred under this Agreement, pnor to and dunng any
such performance City shall have the nght to approve or reJect any proposed replacement
personnel, which approval shall not be unreasonably withheld
4.2 Status of Consultant
Consultant shall have no authonty to bmd City m any manner, or to mcur any obligation,
debt or hab1hty of any kmd on behalf of or agamst City, whether by contract or otherwise, unless
such authonty 1s expressly conferred under this Agreement or 1s otherwise expressly conferred m
wntmg by City Consultant shall not at any time or m any manner represent that Consultant or
any of Consultant's officers, employees, or agents are m any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
01203 0005/789163 I 8
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agents, shall obtam any nghts to retJTement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such nghts
4.3 Contract Officer.
The Contract Officer shall be Ken Rukavma or such person as may be designated by the
Commumty Development DJTector It shall be the Consultant's respons1b1hty to assure that the
Contract Officer 1s kept mformed of the progress of the performance of the services and the
Consultant shall refer any dec1s1ons which must be made by City to the Contract Officer Unless
otherwise specified herem, any approval of City reqmred hereunder shall mean the approval of
the Contract Officer The Contract Officer shall have authonty, 1f specified m wntmg by the City
Manager, to sign all documents on behalf of the City reqmred 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 reqmred herem,
except as otherwise set forth herem City shall have no v01ce m the selection, discharge,
superv1s1on or control of Consultant's employees, servants, representatives or agents, or m fixmg
theJT number, compensation or hours of service Consultant shall perform all services reqmred
herem as an mdependent contractor of City and shall remam at all times as to City a wholly
mdependent contractor with only such obhgatlons as are consistent with that role Consultant
shall not at any time or m any manner represent that 1t or any of its agents or employees are
agents or employees of City City shall not m any way or for any purpose become or be deemed
to be a partner of Consultant m its busmess or otherwise or a Jomt venturer or a member of any
JOmt enterpnse with Consultant
4.5 Proh1b1tion Agamst Subcontractmg or Assignment.
The expenence, knowledge, capabihty and reputation of Consultant, its pnnc1pals and
employees were a substantial mducement for the City to enter mto this Agreement Therefore,
Consultant shall not contract with any other entity to perform m whole or m part the services
reqmred hereunder without the express wntten approval of the City, all subcontractors mcluded
m the Proposal are deemed approved In add1t10n, neither this Agreement nor any mterest herem
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the pnor wntten approval of
City Transfers restncted hereunder shall mclude the transfer to any person or group of persons
actmg m concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, takmg all transfers mto account on a cumulative basis In the event of any such
unapproved transfer, mcludmg any bankruptcy proceedmg, this Agreement shall be v01d No
approved transfer shall release the Consultant or any surety of Consultant of any hab1hty
hereunder without the express consent of City
01203 0005/789163 I 9
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without hm1tmg Consultant's mdemmfication of City, and pnor to commencement of
any services under this Agreement, Consultant shall obtam, provide and mamtam at its own
expense dunng the term of this Agreement, pohc1es of msurance of the type and amounts
descnbed below and ma form satisfactory to City
(a) General hab1hty msurance Consultant shall mamtam commercial general
hab1hty msurance with coverage at least as broad as Insurance Services Office form CG 00 01,
m an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
mJury, personal mJury, and property damage The pohcy must mclude contractual hab1hty that
has not been amended Any endorsement restnctmg standard ISO "msured contract" language
will not be accepted
(b) Automobile hab1hty msurance Consultant shall mamtam automobile
msurance at least as broad as Insurance Services Office form CA 00 01 covenng bodily mJury
and property damage for all act1v1t1es of the Consultant ansmg out of or m connection with
Services to be performed under this Agreement, mcludmg coverage for any owned, hired, non-
owned or rented vehicles, m an amount not less than $1,000,000 combmed smgle hm1t for each
accident
(c) Profess10nal hab1hty (errors & om1ss10ns) msurance Consultant shall
mamtam professional hab1hty msurance that covers the Services to be performed m connect10n
with this Agreement, m the mm1mum amount of $1,000,000 per claim and m the aggregate Any
pohcy mceptlon date, contmmty date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to mamtam contmuous coverage through a penod no less than
three (3) years after completion of the services reqmred by this Agreement
(d) Workers' compensation msurance Consultant shall mamtam Workers'
Compensation Insurance (Statutory L1m1ts) and Employer's L1ab1hty Insurance (with hm1ts of at
least $1,000,000)
(e) Subcontractors Consultant shall mclude all subcontractors as msureds
under its pohc1es or shall furmsh separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall mclude all of the reqmrements stated
herem
(t) Add1t1onal Insurance Pohc1es of such other msurance, as may be reqmred
m the Special Reqmrements m Exh1b1t "B"
5.2 General Insurance Regmrements.
(a) Proof of msurance Consultant shall provide certificates of msurance to
City as evidence of the msurance coverage reqmred herem, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
01203 0005/789163 I
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approved by City's Risk Manager pnor to commencement of performance Current certification
of msurance shall be kept on file with City at all times dunng the term of this Agreement City
reserves the nght to reqmre complete, certified copies of all reqmred msurance policies, at any
time
(b) Durat10n of coverage Consultant shall procure and mamtam for the
duration of this Agreement msurance agamst claims for mJunes to persons or damages to
property, which may anse from or m connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants
(c) Pnmary/noncontnbutmg Coverage provided by Consultant shall be
pnmary and any msurance or self-msurance procured or mamtamed by City shall not be reqmred
to contnbute with 1t The limits of msurance reqmred herem may be satisfied by a combmation
of pnmary and umbrella or excess msurance Any umbrella or excess msurance shall contam or
be endorsed to contam a prov1s1on that such coverage shall also apply on a pnmary and non-
contnbutory basis for the benefit of City before the City's own msurance or self-msurance shall
be called upon to protect 1t as a named msured
(d) City's nghts of enforcement In the event any policy of msurance reqmred
under this Agreement does not comply with these specifications or 1s canceled and not replaced,
City has the nght but not the duty to obtam and contmuously mamtam the msurance 1t deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
Withhold amounts sufficient to pay premmm from Consultant payments In the alternative, City
may cancel this Agreement
( e) Acceptable msurers All msurance policies shall be issued by an msurance
company currently authonzed by the Insurance Comm1ss10ner to transact busmess of msurance
or that 1s on the List of Approved Surplus Lme Insurers m the State of California, with an
assigned policyholders' Ratmg of A-(or higher) and Fmanc1al Size Category Class VI (or larger)
m accordance with the latest ed1t1on of Best's Key Ratmg Gmde, unless otherwise approved by
the City's Risk Manager
(f) Waiver of subrogat10n All msurance coverage mamtamed or procured
pursuant to this agreement shall be endorsed to waive subrogation agamst City, its elected or
appomted officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others prov1dmg msurance evidence m compliance with these spec1ficat10ns to
waive their nght of recovery pnor to a loss Consultant hereby waives its own nght of recovery
agamst City, and shall reqmre similar wntten express waivers and msurance clauses from each of
its subconsultants
(g) Enforcement of contract prov1s1ons {non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to mform
Consultant of non-compliance With any requirement imposes no additional obligations on the
City nor does 1t waive any nghts hereunder
(h) Regmrements not lim1tmg Requirements of specific coverage features or
limits contamed m this section are not mtended as a limitation on coverage, limits or other
01203 0005/789163 I 11
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reqmrements, or a waiver of any coverage normally provided by any msurance Specific
reference to a given coverage feature 1s for purposes of clanfication only as 1t pertams to a given
issue and 1s not mtended by any party or msured to be all mclus1ve, or to the exclusion of other
coverage, or a waiver of any type If the Consultant mamtams higher hm1ts than the mm1mums
shown above, the City reqmres and shall be entitled to coverage for the higher hm1ts mamtamed
by the Consultant Any available msurance proceeds m excess of the specified mm1mum hm1ts
of msurance and coverage shall be available to the City
(1) Notice of cancellation Consultant agrees to obhge its msurance agent or
broker and msurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a IO (ten) day notice 1s reqmred) or nonrenewal of coverage for each
reqmred coverage
(J) Additional msured status General hab1hty pohc1es shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be add1t1onal msureds under such pohc1es This prov1s1on shall also apply to any
excess/umbrella hab1hty pohc1es
(k) Proh1b1t10n of undisclosed coverage hm1tations None of the coverages
reqmred herem will be m compliance with these reqmrements 1f they mclude any hm1tmg
endorsement of any kmd that has not been first submitted to City and approved of m wntmg
(I) Separation of msureds A severab1hty of mterests prov1s1on must apply for
all additional msureds ensunng that Consultant's msurance shall apply separately to each msured
agamst whom claim 1s made or smt 1s brought, except with respect to the msurer's hm1ts of
hab1hty The pohcy(1es) shall not contam any cross-hab1hty exclusions
(m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party mvolved with the project who 1s brought onto or mvolved m
the project by Consultant, provide the same mm1mum msurance coverage and endorsements
reqmred of Consultant Consultant agrees to monitor and review all such coverage and assumes
all respons1b1hty for ensunng that such coverage 1s provided m conformity with the reqmrements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged m the project will be submitted to City for review
(n) Agency's nght to revise spec1ficat1ons The City reserves the nght at any
time dunng the term of the contract to change the amounts and types of msurance reqmred by
g1vmg the Consultant 90 (nmety) days advance wntten notice of such change If such change
results m substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
(o) Self-msured retentions Any self-msured retentions must be declared to
and approved by City City reserves the nght to reqmre that self-msured retentions be ehmmated,
lowered, or replaced by a deductible Self-msurance will not be considered to comply with these
spec1ficat10ns unless approved by City
01203 0005/789163 I 12
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(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or smts mstltuted that anse out of or result from Consultant's performance
under this Agreement, and that mvolve or may mvolve coverage under any of the reqmred
hab1hty pohc1es
( q) Additional msurance Consultant shall also procure and mamtam, at its
own cost and expense, any additional kmds of msurance, which m its own Judgment may be
necessary for its proper protection and prosecut10n of the work
5.3 IndemmficatJon.
To the full extent permitted by law, Consultant agrees to mdemmfy, defend and hold
harmless the City, its officers, employees and agents ("lndemmfied Parties") agamst, and will
hold and save them and each of them harmless from, any and all actions, either Judicial,
admm1stratlve, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obhgatlons, errors, om1ss1ons or hab1ht1es whether actual or threatened (herem "claims
or hab1ht1es") that may be asserted or claimed by any person, firm or entity ansmg out of or m
connection with the neghgent performance of the work, operat10ns or act1v1t1es provided herem
of Consultant, its officers, employees, agents, subcontractors, or mv1tees, or any md1v1dual or
entity for which Consultant 1s legally hable ("mdernn1tors"), or ansmg from Consultant's or
mdemmtors' reckless or WIilful misconduct, or ar1smg from Consultant's or mdernn1tors'
neghgent performance of or failure to perform any term, prov1s1on, covenant or condition of this
Agreement, and m connection therewith
(a) Consultant will defend any action or actions filed m connection with any
of said claims or hab1ht1es and will pay all costs and expenses, mcludmg legal costs and
attorneys' fees mcurred m connection therewith,
(b) Consultant will promptly pay any Judgment rendered agamst the City, its
officers, agents or employees for any such claims or hab1ht1es ansmg out of or m connection
with the neghgent performance of or failure to perform such work, operat10ns or act1v1t1es 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 1s made a party to
any action or proceedmg filed or prosecuted agamst Consultant for such damages or other claims
ansmg out of or m connection with the neghgent performance of or failure to perform the work,
operation or act1v1t1es of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses mcurred by the City, its officers, agents or
employees m such action or proceedmg, mcludmg but not hm1ted to, legal costs and attorneys'
fees
Consultant shall mcorporate s1m1lar mdernn1ty agreements with its subcontractors and 1f
1t fails to do so Consultant shall be fully responsible to mdernn1fy City hereunder therefore, and
failure of City to momtor comphance with these prov1s1ons shall not be a waiver hereof This
mdernn1ficat10n mcludes claims or hab1ht1es ansmg from any neghgent or wrongful act, error or
om1ss1on, or reckless or willful misconduct of Consultant m the performance of professional
01203 0005/789163 I 13
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services hereunder The provisions of this Section do not apply to claims or liabilities occumng
as a result of City's sole negligence or willful acts or omiss10ns, 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' indemmty hereunder shall be limited to claims and habihties
ansing out of the negligence, recklessness or willful misconduct of the design professional The
indemmty 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 reqmre 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 reqmred by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting pnnciples and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times dunng normal business hours of City, including the nght to inspect, copy, audit and make
records and transcnpts from such records Such records shall be maintained for a penod of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is reqmred 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 reqmred by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall penodically prepare and submit to the Contract Officer such reports
concerning the performance of the services reqmred by this Agreement as the Contract Officer
shall reqmre 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, cucumstances, techniques, or events that
may or will matenally 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 Ownershm of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (the "documents and matenals")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
01203 0005/789163 1 14
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termmation of this Agreement, and Consultant shall have no claim
for further employment or add1t1onal compensation as a result of the exercise by City of its full
nghts of ownership use, reuse, or assignment of the documents and matenals hereunder Any
use, reuse or assignment of such completed documents for other proJects and/or use of
uncompleted documents without specific wntten authonzatlon by the Consultant will be at the
City's sole nsk and without hab1hty to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment Consultant may retam copies of such
documents for its own use Consultant shall have the nght to use the concepts embodied therem
All subcontractors shall provide for assignment to City of any documents or matenals prepared
by them, and m the event Consultant fails to secure such assignment, Consultant shall mdemmfy
City for all damages resultmg therefrom Moreover, Consultant with respect to any documents
and matenals that may quahfy as "works made for hire" as defined m 17 U S C § 101, such
documents and matenals are hereby deemed "works made for hire" for the City
6.4 Confidenhahty and Release of Information.
(a) All mformat1on gamed or work product produced by Consultant m
performance of this Agreement shall be considered confidential, unless such mformat1on 1s m the
pubhc domam or already known to Consultant Consultant shall not release or disclose any such
mformatlon or work product to persons or entitles other than City without pnor wntten
authonzat1on from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without pnor wntten authonzatlon from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depos1tlons, response to mterrogatones or other mformat1on concernmg 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 mformatlon or work product m v10lat10n of this Agreement, then City
shall have the nght to reimbursement and mdemmty from Consultant for any damages, costs and
fees, mcludmg attorney's fees, caused by or mcurred 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, complamt, subpoena, notice
of depos1t1on, request for documents, mterrogatones, request for adm1ss10ns or other discovery
request, court order or subpoena from any party regardmg thts Agreement and the work
performed there under City retams the nght, but has no obhgatlon, to represent Consultant or be
present at any depos1t1on, heanng or similar proceedmg 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 nght to review any such response does not imply or mean
the nght by City to control, dITect, or rewnte said response
01203 0005/789163 I 15
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 Cahforma Law.
This Agreement shall be mterpreted, construed and governed both as to vahd1ty and to
performance of the parties m accordance with the laws of the State of California Legal actions
concernmg any dispute, claim or matter ansmg out of or m relation to tlus Agreement shall be
mstltuted m the Supenor Court of the County of Los Angeles, State of California, or any other
appropnate court m such county, and Consultant covenants and agrees to submit to the personal
Junsd1ct1on of such court m the event of such action In the event of htigatlon m a U S D1stnct
Court, venue shall he exclusively m the Central D1stnct of California, m the County of Los
Angeles, State of Cahfom1a
7.2 Disputes; Default.
In the event that Consultant 1s m default under the terms of tlus Agreement, the City shall
not have any obligation or duty to contmue compensatmg 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 mclude the tlmeframe m which Consultant may cure the
default This tlmeframe 1s 15 (fifteen) days, but may be extended, though not reduced, 1f
cucumstances warrant Dunng the penod of time that Consultant 1s m default, the City shall hold
all mvmces and shall, when the default 1s cured, proceed with payment on the mvmces In the
alternative, the City may, m its sole discretion, elect to pay some or all of the outstandmg
mvmces dunng the penod of default If Consultant does not cure the default, the City may take
necessary steps to term mate this Agreement under tlus Article Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result ma waiver of the City's
legal nghts or any nghts ansmg out of any prov1s1on of this Agreement
7.3 Retention of Funds.
Consultant hereby authonzes City to deduct from any amount payable to Consultant
(whether or not ansmg out of this Agreement) (1) any amounts the payment of which may be m
dispute hereunder or which are necessary to compensate City for any losses, costs, hab1ht1es, or
damages suffered by City, and (11) all amounts for which City may be hable to thud parties, by
reason of Consultant's acts or om1ss10ns m performmg or failmg to perform Consultant's
obligation under this Agreement In the event that any claim 1s made by a thud party, the amount
or vahd1ty of which 1s disputed by Consultant, or any mdebtedness shall exist which shall appear
to be the basis for a claim of hen, City may withhold from any payment due, without hab1hty for
mterest because of such Withholdmg, an amount sufficient to cover such claim The failure of
City to exercise such nght to deduct or to withhold shall not, however, affect the obligations of
the Consultant to msure, mdemmfy, and protect City as elsewhere provided herem
7.4 Waiver.
Waiver by any party to this Agreement of any term, cond1t1on, 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 prov1s1ons of this Agreement shall not constitute a waiver of any other
01203 0005/789163 I 16
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prov1s10n or a waiver of any subsequent breach or v10lat10n of any prov1s1on of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the prov1s1ons of this Agreement No delay or om1ss1on in the exercise of any nght or remedy by
a non-defaulting party on any default shall 1mpau such nght or remedy or be construed as a
waiver Any waiver by either party of any default must be in wnting and shall not be a waiver of
any other default concerning the same or any other prov1s1on of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to nghts and remedies expressly declared to be exclusive in this
Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party
of one or more of such nghts or remedies shall not preclude the exercise by 1t, at the same or
different times, of any other nghts or remedies for the same default or any other default by the
other party
7.6 Legal Action.
In addition to any other nghts or remedies, either party may take legal action, in law or in
eqmty, 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 rehef, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
prov1s1on 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 act10n under this Agreement
7.7 Termmatlon Prior to Exmrat1on 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 nght to terminate this
Contract at any time, with or without cause, upon thirty (30) days' wntten notice to Consultant,
except that where termination 1s due to the fault of the Consultant, the penod 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 pnor to the effective date of the notice of termination and for any services
authonzed 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 Termmatlon for Default of Party.
If termination 1s due to the failure of the other Party to fulfill its obhgations under this
Agreement
(a) City may, after compliance with the prov1s1ons of Section 7 2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be hable
to the extent that the total cost for completion of the services reqmred hereunder exceeds the
01203 0005/789163 I 17
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compensation herem 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 prov1s1ons of Section 7 2, termmate the
Agreement upon wntten notice to the City's Contract Officer Consultant shall be entitled to
payment for all work performed up to the date of termmatlon
7.9 Attorneys' Fees
If either party to this Agreement 1s required to m1tlate or defend or made a party to any
action or proceedmg m any way connected with this Agreement, the prevailmg party m such
action or proceedmg, m add1t1on to any other rehef which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall mclude attorney's
fees on any appeal, and m addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for mvestlgatmg such action, takmg depos1tlons and discovery and all other
necessary costs the court allows which are mcurred m such ht1gatlon All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action 1s prosecuted to Judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-hab1hty of City Officers and Employees.
No officer or employee of the City shall be personally hable to the Consultant, or any
successor m mterest, m the event of any default or breach by the City or for any amount wluch
may become due to the Consultant or to its successor, or for breach of any obhgat1on of the
terms of this Agreement
8.2 Conflict of Interest.
Consultant covenants that neither 1t, nor any officer or pnnc1pal of its firm, has or shall
acquire any mterest, duectly or mduectly, which would conflict m any manner with the mterests
of City or which would m any way hmder Consultant's performance of services under this
Agreement Consultant further covenants that m the performance of this Agreement, no person
havmg any such mterest shall be employed by 1t as an officer, employee, agent or subcontractor
without the express wntten consent of the Contract Officer Consultant agrees to at all times
avmd conflicts of mterest or the appearance of any conflicts of mterest with the mterests of City
m the performance of this Agreement
No officer or employee of the City shall have any financial mterest, duect or mduect, m
this Agreement nor shall any such officer or employee part1c1pate m any dec1s1on relatmg to the
Agreement which affects her/his financial mterest or the financial mterest of any corporation,
partnership or association m which (s)he 1s, duectly or mduectly, mterested, m v10lat1on of any
State statute or regulation The Consultant warrants that 1t has not paid or given and will not pay
or give any thud party any money or other considerat10n for obtammg this Agreement
01203 0005/789163 I 18
B-20
8.3 Covenant Agamst D1scr1mmahon.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
cla1mmg under or through them, that there shall be no d1scnmmat1on agamst or segregat10n of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
onentat1on, manta} status, nat10nal ongm, ancestry or other protected class m the performance of
this Agreement Consultant shall take affirmative action to msure that applicants are employed
and that employees are treated dunng employment without regard to their race, color, creed,
religion, sex, gender, sexual onentatlon, manta} status, national ongm, ancestry or other
protected class
8.4 Unauthorized Ahens.
Consultant hereby promises and agrees to comply with all of the prov1s1ons of the Federal
Imm1gratlon and Nationality Act, 8 USC § 1101 et seq, as amended, and m connection
therewith, shall not employ unauthonzed ahens as defined therem Should Consultant so employ
such unauthonzed aliens for the performance of work and/or services covered by this
Agreement, and should any hab1lity or sanctions be imposed agamst City for such use of
unauthonzed aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liab1lit1es or sanctions imposed, together with any and all costs, mcludmg attorneys' fees,
mcurred by City
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or commumcat10n either
party desires or 1s reqmred to give to the other party or any other person shall be m wntmg and
either served personally or sent by prepaid, first-class mail, m 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 m
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 not1fymg the other party of the change of
address m wntmg Notice shall be deemed communicated at the time personally delivered or m
72 (seventy two) hours from the time of mailmg 1f mailed as provided m this section
9.2 Interpretation.
The terms of this Agreement shall be construed m accordance with the meanmg of the
language used and shall not be construed for or agamst 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 m counterparts, each of which shall be deemed to be an
ongmal, and such counterparts shall constitute one and the same mstrument
01203 0005/789163 I 19
B-21
9.4 Integratmn, Amendment.
This Agreement including the attachments hereto 1s the entue, complete and exclusive
express10n of the understanding of the parties It 1s understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negot1at1ons, arrangements, agreements and understandings, 1f any, between
the parties, and none shall be used to interpret this Agreement No amendment to or mod1ficat1on
of this Agreement shall be vahd unless made in wnting and approved by the Consultant and by
the City Council The parties agree that this reqmrement for wntten mod1ficatlons cannot be
waived and that any attempted waiver shall be v01d
9.5 Severab1hty.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invahd or unenforceable by a vahd
Judgment or decree of a court of competent Junsd1ct1on, such invahd1ty or unenforceab1hty shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sect10ns of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invahd prov1s1on 1s so matenal that its invahd1ty depnves
either party of the basic benefit of their bargain or renders this Agreement meaningless
9.6 Warranty & Representation ofNon-Collusmn.
No official, officer, or employee of City has any financial interest, direct or induect, in
this Agreement, nor shall any official, officer, or employee of City part1c1pate in any dec1s1on
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or assoc1atlon in which (s)he 1s duectly or indirectly interested, or
in v10lat10n of any corporation, partnership, or assoc1atlon in which (s)he 1s directly or indirectly
interested, or in v10lat1on of any State or mun1c1pal statute or regulation The determinat10n 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 1t has not paid or given, and will not pay or give, to any third party
including, but not hm1ted to, any City official, officer, or employee, any money, cons1deratlon,
or other thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that (s)heht has not engaged in any act(s),
om1ss10n(s), or other conduct or collusion that would result in the payment of any money,
cons1derat1on, or other thing of value to any thud party including, but not hm1ted to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement Consultant 1s aware of and understands that any such act(s), om1ss10n(s) or other
conduct resulting in such payment of money, cons1deratlon, or other thing of value will render
this Agreement v01d and of no force or effect
Consultant's Authonzed Initials l/ ~
01203 0005/789163 1 20
B-22
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (1) such
party 1s duly organized and existing, (11) they are duly authonzed to execute and deliver this
Agreement on behalf of said party, (m) by so executing this Agreement, such party 1s formally
bound to the prov1s1ons of this Agreement, and (1v) that entenng into this Agreement does not
violate any prov1s1on of any other Agreement to which said party 1s bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
[SIGNATURES ON FOLLOWING PAGE]
01203 0005/789163 I 21
B-23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
ATTEST
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
CITY
CITY OF RANCHO PALOS VERDES, a
municipal corporation
CONSULTANT
MICHAEL BAKER INTERNATIONAL, INC , a
Pennsylvania corporation
By 111~ A1 /~
Name Wilham Hoose
Title AssoG1ate Vice President
By c~~.:? ........_._ 1::2 zy="p
Name Pam Warfield
Title Assistant Secretary
Address 3760 Kilroy Airport Way, Suite 270 Long
Beach, CA 90806
Two corporate officer signatures required when Consultant 1s a corporation, with one signature required
from each of the following groups I) Chairman of the Board, President or any Vice President, and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 000)/789163 I 22
B-24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Wilham W Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
mumcipal corporat10n
David L Bradley, Mayor
CONSULT ANT:
MICHAEL BAKER INTERNATIONAL, INC , a
Pennsylvania corporation
Byw~k:=
I
Name Wilham Hoose
Title Associate Vice President
BOU& 1Jf :.t
Name Pam Warfi
Title Assistant Secretary
Address 3760 Kilroy Airport Way, Smte 270 Long
Beach, CA 90806
Two corporate officer signatures required when Consultant 1s a corporation, with one signature required
from each of the following groups I) Chairman of the Board, President or any Vice President, and 2)
Secretary, any Assistant Secretary, Chief Fmanc1al Officer or any Assistant Treasurer CONSULT ANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 0005/789163 I 22
B-25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary pubhc or other officer completmg this certificate verifies only the 1dent1ty of the md1v1dual who signed
the document to which this certificate ts attached, and not the truthfulness, accuracy or vahdtty of that document
STATE OF CALIFORNIA
COUNTY OF t:O5 AN<JELES ~ C..'(0,;,.ff\. ~ vvt'() J lo\.'~..,\
1---~li•<-
onS / V-f , 2022 before me, ar>qbk' lQ j&;, personally appeared -Po"' 1 If, Wa,£\( lot proved to me on
the basts of satisfactory evidence to be the person(s) hose names(s) is/are subscribed to the w1thm mstrument and
acknowledged to me that he/she/they executed the same m h1s/her/the1r authorized capac1ty(1es), and that by
hts/her/thetr s1gnature(s) on the mstrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the mstrument
I certify under PENALTY OF PERJURY under the laws of the State of Cahforma that the foregomg paragraph 1s
true and correct
PERSEPHONIE LYNN RILEY
Notary Public Cahforma
Yuba County
Comm,rnon # 2252631
My Comm Expires AIJi 4 2022
OPTIONAL
Though the data below ts not reqmred by law, 1t may prove valuable to persons relymg on the document and could
prevent fraudulent reattachment ofth1s fonn
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING
(NAME OF PERSON(S) OR ENTITY(IES))
01203 0005/789163 I
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-26
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary pubhc or other officer completing this certificate verifies only the 1dent1ty of the ind1v1dual who signed
the document to which this certificate 1s attached, and not the truthfulness, accuracy or vahd1ty of that document
r/o~olv
STATE OF C7\LIFORNIA
U-A--
COUNTY OF l....QS ANGELES
on.Jlvrtvl9~ 2022 before me,""""fYCte,.)__j Q~,(personally appeared U) ll/iQtl" W,~ 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 capac1ty(1es}, and that by
his/her/their s1gnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument
Cloi:dc
I certify under PENAL TY OF PERJURY under the laws of the State of €flhforn1a that the foregoing paragraph 1s
true and correct
WITNESS my hand and official seal ,,.,,.v •u-.✓• TRACI J QUADE
."
0 th:,, "• MY COMMISSION# HH 096058
\~/ EXPIRES May 8 2025
~ o, ••0 Bonded Thru Notary Pubhc Underwnters
OPTIONAL
Though the data below 1s not required by law, 1t may prove valuable to persons relying on the document and could
prevent fraudulent reattachment ofth1s form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0
GENERAL
ATTORNEY-IN-FACT
LIMITED
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ------------
SIGNER IS REPRESENTING
(NAME OF PERSON(S) OR ENTITY(IES))
01203 0005/789163 I
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-27
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant wall provide the followmg Plannmg services, as directed by the Caty's
Contract Officer, and m accordance with the procedures articulated below.
A. General On-Call Plannmg Services
• Provide Plannmg-related duties as outlmed by the Commumty Development Director
• Review proposed development plans for compliance with the City's General Plan,
Zonmg Ordmance, Local Coastal Program, and the development standards set forth
therem, and any applicable design gmdelmes ( e g , h1lls1de development ordmance)
• Prepare staff reports for consideration and action by the Plannmg Comm1ss1on and
City Council,
• Prepare Plannmg Comm1ss10n and City Council resolutions and/or ordmances related
to proposed development projects and CEQA documents
B. Environmental Services
Consultant will perform all tasks necessary to assist the City m complying with
California Environmental Quality Act (CEQA)/National Environmental Policy Act (NEPA),
includmg, but not limited to, the following tasks
• Review environmental documents prepared pursuant to CEQA, which will pnmanly
include Environmental Impact Reports prepared by other consultants/applicants but
could mclude all forms of CEQAINEP A documentation, mcluding Negative
Declarations, Mitigated Negative Declarations, addenda, supplemental/subsequent
CEQA documents, and CEQA exemptions
• Prepare CEQA documentation, pnmanly includmg addenda and exempt10ns
• Provide gmdance to City staff and project applicants on determmmg the appropnate
environmental documents for proposed projects
• Provide techmcal gmdance to City staff on environmental resource topics and
environmental cond1t1ons
• Review and/or prepare draft comment letters on CEQA documents prepared by
surrounding c1t1es and other outside agencies for projects that have the potential to impact
the City
II. Work Request Procedure
Each task to be performed shall be set forth ma wntten request ("Request") produced by
the Contract Officer with a descnption of the work to be performed, and the time desired
for completion All tasks shall be earned out in conformity With all prov1s1ons of this
Agreement
A. Followmg receipt of the Request, the Consultant shall prepare a "Task Proposal"
that mcludes the following components
01203 0005/789163 I A-1
B-28
1. a wntten descnpt1on of the requested task ("Task Description") mcludmg all
components and subtasks, and mcludmg any clanfications of the descnptions
provided m the Request,
2. the costs to perform the task ("Task Budget"),
3. an explanation of how the cost was determmed, and
4. a schedule for completion of the task ("Task Completion Schedule"),
mcludmg a final completion date ("Task Completion Date")
B. Contract Officer shall approve, modify, or reject the Task Proposal m wntmg, and
issue a Notice to Proceed when a wntten agreement has been reached on the Task
Proposal
C. The task shall be performed at a cost not exceedmg the Task Budget
D. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and m accordance with the Task Completion
Schedule
III. Consultant acknowledges that City has no obligation to request work from
Consultant under this Agreement. City may establish a rotation schedule with
multiple consultants, and may seek competmg Task Proposals.
IV. In addition to the reqmrements of Section 6 2, durmg performance of the Services,
Consultant will keep the City appraised of the status of performance by dellvermg
the followmg status reports:
A. Consultant shall provide to City a weekly wntten summary of progress on all
approved Task Proposals for services lastmg longer than one week
V. All work product 1s subJect to review and acceptance by the City such approval to
not be unreasonably withheld, and any work product fallmg to meet the
professional standard of care must be revised by the Consultant without additional
charge to the City until accepted by City.
VI. Consultant will utilize the followmg personnel to accomplish the Services
A. Consultant staff
01203 0005/789163 I A-2
B-29
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Supersedmg Contract Boilerplate)
Added text md1cated m bold 1tahcs, deleted text md1cated m stnl(ethfougk
I. Section 1.1, Scope of Services, 1s amended to read:
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified m the "Scope of Services" attached hereto as Exhibit "A" and
mcorporated herem by this reference, which may be referred to herem as the "services" or
"work" hereunder As a matenal mducement to the City entenng mto this Agreement, Consultant
represents and warrants that 1t has the qualifications, expenence, and facilities necessary to
properly perform the services reqmred under this Agreement m a thorough, competent, and
professional manner, and ts expenenced m performmg the work and services contemplated
herem Consultant shall at all times faithfully, competently and to the best of its ability,
expenence and talent, perform all services descnbed herem Consultant covenants that 1t shall
follow tke--generally-accepted k1:gkest profess10nal standards m performmg the work and
Services reqmred hereunder and that all matenals will be both of good quality as well as fit for
the purpose mtended For purposes of this Agreement, the phrase "generally-accepted k1:gkest
profess10nal standards" shall mean those standards of practice recogmzed by one or more highly
competent and profess,onal first class firms performmg s1m1lar work under similar
cucumstances
II. Section 1.3, Comphance with Law 1s amended to read:
Consultant shall keep itself mformed concemmg, and shall render all services hereunder
m accordance with, all apphcable ordmances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental entity havmg Junsd1ct1on m effect at the time
service 1s rendered
III. Section 1.4, Cahforma Labor Law, 1s amended to read:
This Agreement does not contemplate the use of any services that required the payment
of prevailing wages. Consultant understands, however, that if 1t provides If tke Scope of
Serv1:ces 1:Ach:taes any "public work" or "mamtenance work," as those terms are defined m
California Labor Code section 1 720 et seq and California Code of Regulations, Title 8, Section
16000 et seq , and 1f the total compensation 1s $1,000 or more, Consultant shall pay preva1lmg
wages for such work and comply with the reqmrements m California Labor Code section 1770 et
!.eq and 1810 et seq , and all other applicable laws, mcludmg the followmg requuements-.
01203 0005/789163 I B-1
B-30
(1) PHBhe Work The Parties aek.Aowledge that some or all of the work to Be
performed ooder tlus AgreemeRt 1s a "pHBhe work" as defiRed m Laeor Coae SectloR l 720 and
that tms AgreemeRt 1s therefore sHlJject to the reqH1remeRts of D1v1s10R 2, Part 7, Chapter 1
(commeRcmg 111-1th Sect10R 1720) of the Cahforn1a Laeor Code relat1Rg to pHBhc worlEs eoRtraets
8fld the rules 8fld regHlat10Rs estaehshed BY the DepartmeRt of IRdHstrml Relat10Rs ("DIR")
implemeRtmg SHch starates The work performed ooder this AgreemeRt is sHlJjeet to comphanee
momtonRg 8fld eRforeemeRt BY the DIR CoRsH1t8flt shall post JOB site Rotlees, as presenBed BY
regHlatloR
(J) Pre,·aihRg Wages CoRsH1t8flt shall pay pre,•aihRg wages to the exteRt
reqmred BY LaBor Code SeetioR 1771 P\:IFSH8flt to LaBor Code SeetloR 1773 2, eopies of the
pre,·aihRg rate of per diem wages are oR file at City Hall 8fld will Be made a,·allaBle to BflY
mterested party OR reqHest By 1R1tlatmg any work ooder this AgreemeRt, CoRsHltant
aekAowledges reee1pt of a eop~• of the DIR determmatloR of the pre1ra1hRg rate of per diem
wages, and CoRsHltant shall post a copy of the same at each JOB site where work 1s performed
ooder this AgreemeRt
(k) PeRalty for Fall\:lfe to Pay Pre 1,•a1hRg Wages CoRsH1t8flt shall eomply with
Bfld Be BOlHld BY the pFOVISIORS of LaBoF Code SeetlORS 1774 8fld 1775 COReern1Rg the paymeRt
of preva1hRg rates of wages to workers and the peRalt1es for fall\:lfe to pay pre 11a1hRg wages The
CoRsHltant shaH, as a peRalty to the City, forfeit $200 (tv,•o hoodred doHars) for each caleRdar
day, or port10R thereof, for eaeh ,,1orker paid less th8fl the pre,·a1lmg rates as determmed BY the
DIR for the work or craft IR wh1eh the worker 1s employed for 8fl~' pHBhe worlE doRe pl:IFS\:18flt to
this AgreemeRt B~' CoRsHltant or BY any sHBeoRtraetor
(1) Payroll Reeords CoRsH1t8flt shall eomply with 8fld Be BOHRd B~' the
pro,·1s10Rs of LaBor Code SeetloR 177€,, •n1ueh reqH1res CoRsH1t8flt and eaeh SHBeoRsHltBflt to
IEeep aee\:lf8te payroll reeords and ,·enfy SHeh reeords m Wflt1Rg ooder peRalty of pefJl-H)', as
spee1fied 1R SeetloR 177€,, eert1fy 8fld make sHeh payroll reeords a,·allaele for 1Rspeet10R as
pro 1l1ded B~' Seet10R 177€,, 8fld mform the City of the loeat10R of the reeords
(m) AppreRtlees CoRS\:lltaRt shall comply With Bfld Be BOlHld BY the pF0¥1SIORS
of LaBor Code Seet10Rs 1777 5, 1777 e, and 1777 7 8fld Cahforn1a Code of RegHlat10Rs Title 8,
Seet10R 200 et seq e0Reern1Rg the emplo~·meRt of appreRtlees OR pHBhe worlEs proJeets
CoRsHltant shaH Be resp0Rs1Ble for eomph8flee with these aforemeRtloRed Seet10Rs for all
appreRtlceaBle occHpat10Rs Pnor to commeRc1Rg work ooder this A.greemeRt, CoRsH1t8flt shaH
pro,•1de City with a cop~• of the mformat10R sHBm1tted to BflY apphcaBle appreRt1eesh1p program
']hthm 60 (sixty) days after coRclHdmg work pl:IFSH8flt to this AgreemeRt, CoRsHltant and each of
its S\:IBOORSHltants shaH SHBm1t to the City a 1,1enfied statemeRt of the JO\:lffleymBfl 8fld appreRtlee
ho\:lfs performed ooder this AgreemeRt
01203 0005/789163 I B-2
B-31
(n) Eight Hour Work Day Consulta.Ht aelmo•Nledges that 8 (eight) hours lal:Jor
eonstitutes a legal day's v;ork ConsultaRt shall eomply with and l:Je l:Jound l:J~· Lal:Jor Code
8eetion 1810
(o) Penalties for E.iteess lfours Consultant shall eomply vi'lth and l:Je l:Jound l:Jy
the pro•,·1s1ons of Lal:Jor Code 8eetwn 1813 eoneermng penalties for workers who work e.iteess
hours The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for eaeh
'Norker employed 1n the performanee of this Agreement l:Jy the Consulta.Ht or l:Jy aRY
sul:Jeontraetor for eaeh ealendar day dUflng v,•h1eh sueh worker 1s reqmred or permitted to work
more than 8 (eight) hours m aRY one ealendar day and 4 0 (forty) hours 1n aRy one ealendar week
1n vwlatwn of the prov1swns of D1v1s1on 2, Part 7, Chapter l, Artiele 3 of the Lal:Jor Code
PursuaRt to Lal:Jor Code seetwn 1815, work performed l:Jy employees of Consultant 1n e.iteess of 8
(eight) hours per day, and 40 (forty) hours dunng any one week shall l:Je permitted upon pul:Jhe
wod( upon eompensatwn for all hours worked 1n e>1:eess of 8 hours per d~• at not less thtm one
aRd 1 Vi (one and one half) times the l:Jas1e rate of pay
(p) Workers' Comvensatwn Cahfoffila Lal:Jor Code 8eetwns 1860 BRd 3 700
pro,·1de that e,·ery emplo~·er will l:Je required to seeure the p~·ment of eompensatwn to its
employees 1f 1t has ernployees In aeeordaRee with the prov1s1ons of Cahforn1a Lal:Jor Code
8eehon 1861, ConsultaRt eertifies as follows
"I am aware of the pro,·1s1ons of 8eetwn 3700 of the Lal:Jor Code 1,vh1eh require
every employer to l:Je msured agmnst hal:J1hty for workers' eompensatwn or to
undertake self 1nsuranee m aeeordaRee with the prov1s1ons of that eode, aRd I will
eomply with sueh pro,·1s1ons l:Jefore eofRfllene1ng the performaRee of the work of
this eontraet"
ConsultaRt's Authon2:ed Initials ----
(1) ConsultBRt's Respons1l:J1hty for 8ul:Jeontraetors I-or e1,•e~· sul:Jeontraetor
who will perform 'Nork under this Agreement, ConsultaRt shall l:Je respons1l:Jle for sueh
sul:Jeontraetor's eomphBRee wtth D1v1s1on 2, Part 7, Chapter l (eofRfllenemg with 8eetwn 1720)
of the Cahforn1a Lal:Jor Code, and shall make sueh eomphanee a reqmrement 1n aRy eontraet
with an~· sul:Jeontraetor for work under tms Agreement Consulttmt shall l:Je required to talrn all
aetlons neeessary to enforee sueh eontraetual prov1s1ons BRd ensure sul:Jeontraetor's eornphBRee,
1nelud1ng without hm1tatwn, eonduet1ng a re,·1ew of the eert1fied payroll reeords of the
sul:Jeontraetor on a penod1e l:Jas1s or upon l:Jeeom1ng aware of the failure of the sul:Jeontraetor to
pay his or her worlrnrs the spee1fied pre,·a1hng rate of wages ConsultaRt shall d1hgently tal(e
eorreetn·e aetwn to halt or reetlfy BR~' sueh failure l:J~· any sul:Jeontraetor
IV Section 6.3, Ownership of Documents, 1s amended to read:
01203 0005/789163 I B-3
B-32
All drawmgs, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (the "documents and matenals")
prepared by Consultant, its employees, subcontractors and agents m 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 termmation of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
nghts of ownership use, reuse, or assignment of the documents and matenals hereunder Any
use, reuse or assignment of such completed documents for other proJects and/or use of
uncompleted documents without specific wntten authon:zation by the Consultant will be at the
City's sole nsk and without hab1hty to Consultant, aHd Const:lltaftt's gu0:fflAtee aHd v,'l¼ffftfthes
shall not extend to suck use, Feuse OF assignment Consultant may retam copies of such
documents for its own use Consultant shall have the nght to use the concepts embodied therem
All subcontractors shall provide for assignment to City of any documents or matenals prepared
by them, and m the event Consultant fails to secure such assignment, Consultant shall mdemmfy
City for all damages resultmg therefrom Moreover, Consultant with respect to any documents
and matenals that may qualify as "works made for hire" as defined m 17 U S C § 101, such
documents and matenals are hereby deemed "works made for hire" for the City
V. Section 7.3, Retention of Funds.
Consultant hereby authonzes City to deduct from any amount payable to Consultant
(whether or not ansmg out of tlus Agreement) (1) any amounts the payment of which may be m
dispute hereunder or which are necessary to compensate City for any losses, costs, hab1hties, or
damages suffered by City, and (11) all amounts for which City may be hable to third parties, by
reason of Consultant's neghgent or reckless acts or om1ss1ons m performmg or fa1lmg to
perform Consultant's obhgat1on under this Agreement In the event that any claim 1s made by a
third party, the amount or vahd1ty of which 1s disputed by Consultant, or any mdebtedness shall
exist which shall appear to be the basis for a claim of hen, City may withhold from any payment
due, without habihty for mterest because of such w1thholdmg, an amount sufficient to cover such
claim The failure of City to exercise such nght to deduct or to withhold shall not, however,
affect the obligations of the Consultant to msure, mdemmfy, and protect City as elsewhere
provided herem
VI. Section 7 9, Termmatmn for Default of Consultant
If termmation 1s due to the mater,al failure of the Consultant to fulfill its obligations
under this Agreement, City may, after compliance with the provisions of Section 7 2, take over
the work and prosecute the same to complet10n by contract or otherwise, and the Consultant shall
be hable to the extent that the total cost for completion of the services reqmred hereunder
exceeds the compensation herem stipulated (provided that the City shall use reasonable efforts to
mitigate such damages), and City may withhold any payments to the Consultant for the purpose
of set-off or partial payment of the amounts owed the City as previously stated
01203 0005/789163 I B-4
B-33
VII. Section 7.7, L1qmdated Damages, 1s deleted m its entirety.
VIII. Section 9.8, Waiver of Consequential Damages, 1s added to read:
9.3, Waiver of Consequential Damages.
Neither party shall have any claim or r,ght against the other, whether in contract,
warranty, tort (including negllgence), str,ct llab1llty or otherw1se,for any special, ind,rect,
incidental, or consequential damages of any kind or nature whatsoever, such as but not
llm1ted to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use
of equipment or loss of data, work interruptwn, increased cost of work or cost of any
financing, howsoever caused, even if same were reasonably foreseeable.
01203 0005/789163 I B-5
B-34
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I Consultant shall perform the on-call services at the rates hsted m Exh1b1t C-1, and
are subject to a 3% mcrease each year, provided that the rates provided ID Exhibit
C-1 may not be escalated dur1Dg the 1D1tlal I-year term of this Agreement. All
expenses shall be reimbursed at cost.
II. Wlthm the budgeted amounts for each task ID the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget 1s not exceeded.
III. The City wdl compensate Consultant for the Services performed upon subm1ss1on of
a vahd 1Dvo1ce. Each IDvmce shall be accompamed by all Task Proposal's for which
Consultant 1s request1Dg compensation. Each 1Dvmce 1s to 1Dclude:
A. Lme items for all personnel descnbmg the work performed, the number of hours
worked, and the hourly rate
B. Lme items for all matenals and eqmpment properly charged to the Services
C. Lme items for all other approved reimbursable expenses claimed, with supporting
documentation
D Lme items for all approved subconsultant labor, supphes, eqmpment, matenals, and
travel properly charged to the Services
IV. The total compensation for the Services under this Agreement shall not exceed the
Contract Sum provided ID Section 2.1 of this Agreement
01203 0005/789163 I C-1
B-35
EXHIBIT C-1
Comprehensive Planning Services Sustainab1hty
Project Director/ Advisor $185 -$250 Project Director/ Advisor $180 -$225
Principal Planner $155 -$205 Principal Climate Change Analyst $145 -$165
Project Manager $135-$180 Program Manager $130-$160
Assistant Project Manager $125 -$155
Senior Planner $120 -$150 Conservation & Resource Planning
Land Use Planner $120-$130 Project Director/Advisor $180-$225
Associate Planner $95 -$120 Senior Conservation Planner $110-$125
Assistant Planner $85 -$95 Conservation Planner $95 -$120
Planning Technician $65 -$75
Biology
Environmental Services Project Director/ Advisor $180-$225
Project Director/ Advisor $200 -$260 Senior B1olog1st $120-$150
Principal Environmental Planner $180-$225 Associate B1olog1st $90-$120
Senior Environmental Planner $140-$190
Associate Environmental Planner $100-$140 GIS
GIS Manager $125 -$145
Assistant Environmental Planner $85 -$100
Urban Design & Rev1tahzat1on GIS Analyst $95-$115
Project Director/ Advisor $180-$225
Senior Urban Designer $165 -$180 Housing & Community
Development
Urban Designer $105 -$130 Project Manager $125 -$170
Senior Planner $115-$145
Transportation Services Community Development $95-$110
Spec1ahst
Project Director/Advisor $180-$225 Community Development $75 -$90
Technician
Transportation Planner $150-$180
Management Services
Pubhc Outreach Principal $225 -$275
Project D1rector/Adv1sor $180-$225 Associate Principal $195 -$225
Senior Pubhc Information Officer $120-$150 Senior Associate $180-$225
Pubhc Information Officer $90 -$120
Pubhc Engagement Coordinator $90-$120 Municipal Finance
Project Director/Advisor $180 -$225
Creative Services Municipal Finance Manager $145 -$165
Graphics Production Manager $125 -$145 Municipal Finance Coordinator $125 -$145
Graphic/Web Designer $80 -$115 Municipal Finance Analyst $85 -$125
Grant Writing Meeting Fac1htat1on
Principal Grant Writer $80 -$125 Fac1htat1on Services $115-$175
Assistant Grant Spec1ahst $70 -$90
Admin1strat1ve Services
SMARA Services Technical Editor $85 -$125
Geologist $150-$185 Admin1strat1ve Support $65 -$95
Senior Inspector $120-$150
Associate Inspector $100 -$120
01203 0005/789163 1 C-2
B-36
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall complete each Task no later than the Task Completion Date set ID
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date.
II. The Contract Officer may approve extensions for performance of the services ID
accordance with Section 3.2.
01203 0005/789163 I D-1