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Michael Baker International Inc - FY2019-001-05 AMENDMENT NO. 5 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 5 TO THE AGREEMENT FOR CONTRACTUAL SERVICES("Amendment No 5")by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant") is effective as of June 21 , 2022 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated October 2, 2018, terminating on June 30, 2019 ("Agreement") whereby Consultant agreed to provide administrative services for the City's Community Development Block Grant program (the"Services") for one year, for a Contract Sum of$65,671 60 B On July 1, 2019, City and Consultant entered into Amendment No 1 to the Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the Contract Sum by $35,000 to $100,671 60 C On July 21, 2020, City and Consultant entered into Amendment No 2 to the Agreement in order to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $30,000 to $130,671 60 D On October 6, 2020, City and Consultant entered into Amendment No 3 to the Agreement in order to increase the Contract Sum by $6,500 to $137,171 60 and add administrative services for the City's Community Development Block Grant CARES Act programs to the Scope of Services E On June 15, 2021, City and Consultant entered into Amendment No 4 to the Agreement to extend the Term through June 30, 2022 and increase the Contract Sum by $25,000 to $162,171 60 F City and Consultant now desire to further amend the Agreement, as amended, to extend the Term of the Agreement through June 30, 2023, and increase the Contract Sum by $34,687 to$196,858 60 The additional compensation includes$29,687 for CDBG Administration and Labor Compliance Services and $5,000 for CDBG-CV Senior Activities TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in strrlethfetigh and added text in bold italics "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 $196,858.60 (One Hundred Ninety Six Thousand Eight Hundred Fifty Eight 01203 0006/795378 2 Dollars and Sixty Cents) '. ;! ! - .. . . _ • . . :.• . ! - - .. .. . _ - • e - - e . .. .. . _ - • - (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 " a Section 3.4,Term, is hereby amended to read: "3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from October 2, 2018, through June 30, 2023 Junc 30, 2022, except as otherwise provided in the Schedule of Performance(Exhibit"D") . - - -- : , - - . - - b Section I of Exhibit "A" Scope of Services, is hereby amended to read: "I Consultant shall provide administrative services and labor compliance for the City's Community Development Block Grant (CDBG) program and administrative services for the City's Community Development Block Grant CARES Act (CDBG-CV) programs(the "Services"), as follows A Provide technical assistance for the administration and implementation of the City's Community Development Block Grant (CDBG) and Community Development Block Grant CARES Act(CDBG-CV)programs and projects B Prepare online "Agreements to Implement" annual CDBG and CDBG-CV programs and projects with the Community Development Commission of the County of Los Angeles(LACDC)and Los Angeles County Development Authonty (LACDA), including project descnptions and budgets C Prepare and process amendments to the "Agreements to Implement" for ongoing programs and projects D Coordinate with City staff to gather all necessary documentation for LACDC and LACDA program monitonng and for audit preparation E Prepare LACDC, LACDA, and U S Department of Housing and Urban Development(HUD) reports and documents F Provide CDBG and CDBG-CV financial management assistance G Provide Davis-Bacon Act (prevailing wages) and HUD Section 3 monitonng for construction projects H Act as the City's liaison and representative to the LACDC and LACDA I Ensure compliance with all applicable federal, State, and local laws, rules, regulations, and policies 01203 0006/795378 2 -2- I, J Review project specifications to ensure all County required provisions are included K Attend pre-bid conferences,bid openings,and other meetings when required for the performance of the Services herein L Conduct employee interviews as required Check Certified Payroll as required Scope of Services FY 2022-23 For Fiscal Year 2022-23, Consultant shall provide the following administrative and labor compliance services for the City's Community Development Block Grant(CDBG) program and Community Development Block Grant- CARES Act(CDBG-CV): CDBG GENERAL PROGRAM ADMINISTRATION=$3,000 • Serve as the Primary Contact for LACDA • Provide program updates to City staff • Monitor program expenditures and expenditure requirements • Provide regular updates to LACDA Contract Manager • Attend LACDA Cities Highlights and Training Meetings • Attend other LACDA Meeting and Trainings as needed • Review all LACDA Bulletins and Electronic Distribution List items • Update LACDA Authorization Screens as needed • Train City staff on LACDA online systems and processes PROJECT SETUP/PLANNING SUMMARY PROCESS=$4,877 • Complete Planning Summary Training • Meet with staff to review proposed projects • Draft Staff Report • Draft Notice of Public Hearing • Draft Resolution • Conduct Public Hearing for FY 2022-23 Project(s) • Complete Environmental Service Request • Complete Online Planning Summary • Process Cooperation Agreement 01203 0006/795378 2 -3- 1 • Process Reimbursable Agreement • Process Agreement To Implement REPORTING=$2,500 • Complete Quarterly Performance Report Training • 1st Quarterly Performance Report • 2nd Quarterly Performance Report • 3rd Quarterly Performance Report • 4th Quarterly Performance Report • Annual Summary • Semi Annual Labor Standards Enforcement Reports • Contract/Subcontract Activity Reports • Annual Single Audit Certification • Submit Single Audit Report To LACDA FUNDING REQUESTS=$5,040 • Review backup for draft Funding Requests • Draft and Submit Monthly Funding Requests • Coordinate between LACDA and City staff on any Funding Request matters • Fiscal Year Closeout AUDITS AND MONITORING=$2,500 • Assist staff Annual City Audit CDBG matters • LACDA In-Progress Monitoring • LACDA Programmatic Monitoring • LACDA Financial Monitoring LABOR COMPLIANCE=$11,770 • Update staff on Labor Compliance Requirements • Review Draft Bid Documents • Preparation Final Bid Documents for LACDA review • Confirm LACDA approval of Bid Documents • Attend Pre-Bid Meeting 01203 0006/795378 2 -4- • Attend Pre-Construction Meeting • Document the posting of required notices at work site • Conduct Employee Interviews • Review Certified Payroll for contractors and subcontractors • Prepare all documents for Labor Compliance File Review • Conduct Labor Compliance File Review with LACDA staff • Provide final complete project file to City staff CDBG-CV GENERAL PROGRAM ADMINISTRATION=$900 • Serve as the Primary Contact for LACDA • Provide program updates to City staff • Monitor program expenditures and expenditure requirements • Provide regular updates to LACDA Contract Manager • Attend LACDA Cities Highlights and Training Meetings • Attend other LACDA Meeting and Trainings as needed • Review all LACDA Bulletins and Electronic Distribution List items • Update LACDA Authorization Screens as needed • Train City and Public Service Agency staff on LACDA online systems and processes PROJECT SETUP/PLANNING SUMMARY PROCESS=$500 • Complete Planning Summary Training • Meet with staff to review proposed projects • Draft Staff Report • Draft Notice of Public Hearing • Draft Resolution • Conduct Public Hearing • Complete Online Planning Summary • Process Cooperation Agreement • Process Reimbursable Agreement • Process Agreement To Implement 01203 0006/795378 2 -5- REPORTING= $800 • Complete Quarterly Performance Report Training • 1st Quarterly Performance Report • 2nd Quarterly Performance Report • 3rd Quarterly Performance Report • 4th Quarterly Performance Report • Annual Summary FUNDING REQUESTS= $1,680 • Review backup for draft Funding Requests • Draft and Submit Monthly Funding Requests • Coordinate between LACDA and City staff on any Funding Request matters • Fiscal Year Closeout AUDITS AND MONITORING= $1,120 • Assist staff Annual City Audit CDBG-CV matters • LACDA In-Progress Monitoring • LACDA Programmatic Monitoring • LACDA Financial Monitoring c. The following is added to Section I of Exhibit "C" Schedule of Compensation: Compensation for FY 2022-23 Task Cost 1 -CDBG Administration and Labor Compliance Services $29,687 2-CDBG-CV Senior Activities $5,000 TOTAL: $34,687 01203.0006/795378.2 -6- RATE SHEET Michael Baker International hourly rates for FY 2022-23 CDBG and CDBG-CV Administration. Title Hourly Rate Project Director $260 Project Manager $150 Grants Specialist $140 Labor Compliance Manager $165 Labor Standards Compliance Officer $120 2. Continuing Effect of Agreement. Except as amended by Amendments Nos. 1 through 5, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 5,whenever the term"Agreement" appears in the Agreement, it shall mean the Agreement,as amended by the Amendments Nos. 1 through 5 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. 5, 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. 5, 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. 5. 5. Authority. The persons executing this Amendment No. 5 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. 5 on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Amendment No. 5, and (iv)the entering into this Amendment No. 5 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/795378.2 -7- 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 Al N.r.". • - - le40( David /:radley, Mayor / ATTEST eresa oka, City Clerk APPROVED AS TO FORM: ALEESHIRE & WYNDER, LLP VV' William W ynder, City Attorney CONSULTANT MICHAEL BAKER INTERNATIONAL, INC , a Pennsylvania corporation By (Yadi.,1 • Name Pamela 'field Title Assis • 'field By U// l� Name William Hoose Title Associate Vice President Address 3760 Kilroy Airport Way, Suite 270 Long Beach, CA 90806 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/795378 2 -8- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document State of California County of 3a.0 Cd.au1--Th J} On aaaP-- before me, Al/l�-G'— 1144)1 S Dv --17ti✓1/�(A9Il( , Date Here Insert Name and Title of the officer personally appeared { (.�U�k�I C-- 1A Y(-- -? I d Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the ANDREAMALINS laws of the State of California that the foregoing =�--. Notary Public California paragraph is true and correct Sacramento County F ' Commisslon#2383288WITNESS my hand and official seal ° My Comm Expires Nov 25,2025 — Signat 'i SII Place Notary Seal and/or Stomp Above Signatu - of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Name ❑ Corporate Officer- Title(s) 0 Corporate Officer-Title(s) ❑ Partner- ❑ Limited 0 General 0 Partner- 0 Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact O Trustee 0 Guardian of Conservator 0 Trustee 0 Guardian of Conservator O Other 0 Other Signer is Representing Signer is Representing ©2017 National Notary Association CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF f/— COUNTY COUNTY OF-t6 ELES M,(UP P On � -e ,2022 before me,*'.(GALS/SLA-($ersonally appeared l4%(�U4v t M J� /5"-j1)--4--t/5"-j1)--4--t proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State ofCal+€erma-that the foregoing paragraph is true and correct WITNESS m hand and official seal KEWAL S BRAN J Notary Public Siete of Arizona Signature t..,‘---1--1-,_( ' ` I ( Mancopa County t,—� Commission q 586880 %,�� My Commission Expires �. September03 2024 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT El TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE r 01203 0006/795378 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2022 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, • executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL LI CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES LI ATTORNEY-IN-FACT ❑ TRUSTEE(S) LI GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/795378 2 AMENDMENT NO. 4 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO 4 TO THE AGREEMENT FOR CONTRACTUAL SERVICES("Amendment No 4")by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant") is effective as of June 15, 2021 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated October 2, 2018, terminating on June 30, 2019 ("Agreement") whereby Consultant agreed to provide administrative services for the City's Community Development Block Grant program (the "Services") for one year, for a Contract Sum of$65,671 60 B On July 1, 2019, City and Consultant entered into Amendment No 1 to the Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the Contract Sum by $35,000 to $100,671 60 C On July 21, 2020, City and Consultant entered into Amendment No 2 to the Agreement in order to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $30,000 to $130,671 60 D On October 6, 2020, City and Consultant entered into Amendment No 3 to the Agreement in order to increase the Contract Sum by $6,500 to $137,171 60 and add administrative services for the City's Community Development Block Grant CARES Act programs to the Scope of Services E City and Consultant now desire to further amend the Agreement, as amended, to extend the Term of the same through June 30, 2022 and increase the Contract Sum by $25,000 to $162,171 60 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in strikes and added text in bold italics "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 $162,171.60 (One Hundred Sixty-Two Thousand One Hundred Seventy-One Dollars and Sixty Cents) '. :e e - - - . . : Y. _ - _ Y. : . „ . . - . . : _ - e - - .. : _ - - - (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 " 01203 0005/717079 1 a Section 3.4, Term, is hereby amended to read: "3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from October 2, 2018, through June 30, 2022 June 30, 2021, except as otherwise provided in the Schedule of Performance(Exhibit"D") The City may,in its sole discretion,extend the Term up to one(1) additional one-year terms " 2 Continumg Effect of Agreement. Except as amended by Amendments Nos 1 through 4, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 4, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by the Amendments Nos 1 through 4 to the Agreement 3 Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 4, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 4, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 4 5 Authority The persons executing this Amendment No 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 4 on behalf of said party, (iii) by so executing this Amendment No 4, such party is formally bound to the provisions of this Amendment No 4, and (iv)the entenng into this Amendment No 4 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0005/717079 1 -2- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, a munici sal corpo . • /afffilP Eric Alegna, Mayor ATTEST Teresa Takaolca, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Zehdikev'w, 414.14---\ William W Wynder, City Attorney CONSULTANT MICHAEL BAKER INTERNATIONAL, INC , a Pennsylvania corporation By / ame Mi T_ ael •� ylman Title Assi-411 Secretary ByCatA7/ `' tit/Mk Name Albert V Warot Title Associate Vice President Address 3760 Kilroy Airport Way, Suite 270 Long Beach, CA 90806 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0005/717079 1 -3- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completmg this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On May 281 2021 before me, Maria Mildred Santiago Grape, Notary Public,personally appeared Albert V Warot, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscnbed to the withm instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the mstrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my h d and official seale��'' MARIA NoMItary PublREDic cSCaliG0 GRAPE ��i��_ Notary Publ�t Calitarnia = j "'; ��;:= Los Angeles County P r Commission N 2334!1 t Signature / ' : My Comm Expires tact 6 2024 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0005/717079 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF ORANGE On June 2,2021 before me,Maria Mildred Santiago Grape,Notary Public,personally appeared Michael A Tylman, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same m his/her/their authonzed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct MARIA MILDRED SANTIAGO GRAPE WITNESS my hand and official seal .; Notary Public California �. 14? .= Los Angeles County g 's�..'L- Si nature Commission P 1334971 Sig �' My Comm Expires Oct 6 2024 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0005/717079 1 AMENDMENT NO. 3 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO 3 TO THE AGREEMENT FOR CONTRACTUAL SERVICES("Amendment No 3")by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant") is effective as of Oco 'cr- (, , 2020 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated October 2, 2018, terminating n June 30, 2019 ("Agreement") whereby Consultant agreed to provide administrative services far the City's Community Development Block Grant program ("Services") for a Contract Sum of$65,671 60 B On July 1, 2019, City and Consultant entered into Amendment No 1 to the Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the Contract Sum by $35,000 to $100,671 60 C On July 21, 2020, City and Consultant entered into Amendment No 2 to the Agreement to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $30,000 to $130,671 60 D City and Consultant now desire to further amend the Agreement to increase the Contract Sum by$6,500 to$137,171 60 and add administrative services for the City's Community Development Block Grant CARES Act programs to the Scope of Services TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in sHnketlifetrgh and added text in bold italics a Section 2.1,Contract Sum, is hereby amended to read: "2 1 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the"Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $13 7,1 71.60 (One Hundred Thirty Seven Thousand, One Hundred Seventy One Dollars and Sixty Cents) !! •! e • - - . - . . .. - - • - • . . - e - - ! : . _ - (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 " b Section I of Exhibit"A", Scope of Services, is hereby amended to read "Consultant shall provide administrative services and labor compliance for the City's Community Development Block Grant (CDBG) program and administrative services for the City's Community Development Block Grant CARES Act(CDBG-Cis)programs(the "Services"), as follows A Provide technical assistance for the administration and implementation of the City's Community Development Block Grant (CDBG) and Community Development Block Grant CARES Act(CDBG-CV) programs and projects B Prepare online "Agreements to Implement" annual CDBG and CDBG-CV programs and projects with the Community Development Commission of the County of Los Angeles (LACDC) and Los Angeles County Development Authority (LACDA), including project descnptions and budgets C Prepare and process amendments to the "Agreements to Implement" for ongoing programs and projects D Coordinate with City staff to gather all necessary documentation for LACDC and LACDA program monitonng and for audit preparation E Prepare LACDC, LACDA, and U S Department of Housing and Urban Development(HUD)reports and documents F Provide CDBG and CDBG-CV financial management assistance G Provide Davis-Bacon Act (prevailing wages) and HUD Section 3 monitoring for construction projects H Act as the City's liaison and representative to the LACDC and LACDA I Ensure compliance with all applicable federal, State, and local laws, rules, regulations, and policies J Review project specifications to ensure all County required provisions are included K Attend pre-bid conferences,bid openings,and other meetings when required for the performance of the Services herein L Conduct employee interviews as required M Check Certified Payroll as required 2 Contmumg Effect of Agreement. Except as amended by Amendments No 1,No 2, and No 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 the Amendments No 1, No 2, and No 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 ansing under the Agreement Each party represents and warrants to the other that there have been 01203 0006/667727 1 -2- no wntten 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 matenal 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 matenal 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 entenng into this Amendment No 3 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/667727 1 -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, a municipal corporation CoJ1 iks. ank, Mayor ATTEST 4, I Coolbborn, at Cler APPROVED AS TO FORM. ALESHIRE & DER, LLP (.) Wi .iam W W , City Attorney CONSULTANT MICHAEL BAKER INTERNATIONAL, INC , a Pennsylvania corporation OP BY Ls..... ,difi Name Michael !'r Title , --------------!-- A5-4:41 � -r��' tt. By Name Albert V Warot Title Associate Vice President Address Michael Baker International, Inc 3760 Kilroy Airport Way,Suite 270 Long Beach, CA 90806 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY 01203 0006/667727 1 -4- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF 0(61°6) C. Ttn.) t c� On 0� t 9 ,2020 before me, 2,>°-1tct ptJcfNl ,personally appeared i‘119€11 \i 'W=11'VC,proved to me on the basis of satisfactory evidence to be the pI sor4(S) whose namesLs) is/are subscnbed to the within instrument and acknowle4ed to me that he/etre/they executed the same in his/her/their authonzed capacity(1s), and that by his/ r/th€ir signature(z) on the instrument the person(8% or the entity upon behalf of which the persons acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal �,�a TEROOIA BETTARYOUREN /1 � �`• Notary Public-Cali'orr z Orangec41 Cowry Signature � 44,—AA-c4.4 ` �^ Commission c 2209110 My Comm Expires Aug 6 2021 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/667727 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF her GEtES UY YIC)f"' tVIdat On b°1, t °) ,2020 before me, 8 C-tta t1v ,personally appeared ht(Mwe* A Ninct41proved to me on the basis of satisfactory evidence to be therson(.$) whose names(s) is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ieS); and that by his/her/their signature,(8) on the instrument 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 California that the foregoing paragraph is true and correct WITNESS myhand and official seal Notary blit-CyOUREN Notary Public-Cali`orrna _ / Commission a 2209110 Signature `-;£4s i My Comm Expires Aug 6 2021 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/667727 1 AMENDMENT NO 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO 2 TO THE AGREEMENT FOR CONTRACTUAL SERVICES("Amendment No 2")by and between the CITY OF RANCHO PALOS VERDES,a California municipal corporation("City")and MICHAEL BAKER INTERNATIONAL,INC ,a Pennsylvania corporation ("Consultant") is effective as of 21 , 2020 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated October 2,2018,terminating on June 30,2019("Agreement")whereby Consultant agreed to provide administrative services for the City's Community Development Block Grant program ("Services") for a Contract Sum of$65,671 60 B On July 1, 2019, City and Consultant entered into Amendment No 1 to the Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the Contract Sum by$35,000 to $100,671 60 C City and Consultant now desire to amend the Agreement to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by$30,000 to $130,671 60 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in stnlEethr-eugh and added text in bold italics a Section 2 1, Contract Sum, is hereby amended to read. "2 1 Contract Sum Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the amounts specified in the"Schedule of Compensation"attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $130,671 60(One Hundred Thirty Thousand,Six Hundred Seventy One Dollars and Sixty Cents) '. !!,: :! a :. . - . .. . . • : _ • e - - : : . : _ (the"Contract Sum"),unless additional compensation is approved pursuant to Section 1 9 " b Section 3 4, Term, is hereby amended to read "3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from October 2,2018,through June 30, 2021June 30, 2020, except as otherwise provided in the Schedule of Performance(Exhibit"D") The City may,in its sole discretion,extend the Term up to one(1)two(2)additional one-year terms" 2 Continuing Effect of Agreement Except as amended by the Amendments No 1 and No 2,all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 2,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by the Amendments No I and No 2 to the Agreement 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that,as of the date of this Amendment No 2,City is not in default of any material term of the Agreement and that there have been no events that,with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 2, Consultant is not in default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 2 5 Authority The persons executing this Amendment No 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 2 on behalf of said party, (iii) by so executing this Amendment No 2,such party is formally bound to the provisions of this Amendment No 2,and(iv) the entering into this Amendment No 2 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/647060 I -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 f\(0\ Jo Cruikshank, Mayor ATTEST Ct%eadt•-• Emily Colborn, CiPep-44-e y Clerk APPROVED AS TO FORM ALESHIRE & YNDER, LLP A-) de( William W W der, City Attorney CONSULTANT MICHAEL BAKER INTERNATIONAL, INC , a Pennsylvania co .oration // By s / Name 'obert Schlesinger ' Title S nio 1c: Pr•s'ent By S Name Steven Huff Title Assistant Secretary Address Michael Baker International, Inc 3760 Kilroy Airport Way,Suite 270 Long Beach, CA 90806 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY 01203 0006/647060 1 -3- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA Ora-Al-e-- COUNTY OF II cL On��,r,r .,/U ,2020 before me, C;,n d YCde,personally appeared ST-�ew // -'f >proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the Stat gfcg<ltfouig Ilikt Dv,fvrggQrpgpvr agis true and correct CINDY OKAMOTO t` '' .t NotaryPublic California a, z WITNESS my hand and official seal 1■ ,= CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA 1 /3-0� COUNTY OF-LOS AN L // On. -t I( ,2020 before me,e 6I 0! • personally appeared���01-re-6-4�' proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct CINDY OKAMOTO WITNESS my hand and Ifficial seal �� Notary Public California ■ Si Orange County z r''`", Commission # 2171175 Signature �; — ��' — "'u' M Comm Ex ues Nov 7 2020 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form APACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ AL ❑ I RPORDIVIDATE ( -� F� e rid /� •�RPORATE OFFICER � y O amort o d 'CITLE OR TYPE OF DOCUMENT LE(S) ,U°, ❑ PARTNER(S) ❑ IMITED ❑ s NERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVA 11R ❑ OTHER DATE OF D CUMENT SIGNER IS REPRESENTIN (NAME OF PERSON(S)OR E ITY(IES)) SIGNER(S)OTHER TH•N NAMED ABOVE 01203 0006/647060 1 AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACTUAL SERVICES("Amendment No. 1")by and between the CITY OF RANCHO PALOS VERDES,a California municipal corporation("City")and MICHAEL BAKER INTERNATIONAL,INC.,a Pennsylvania corporation("Consultant") is effective as of the I 0=day of Su 1y , 2019. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated October 2,2018,terminating on June 30,2019("Agreement")whereby Consultant agreed to provide administrative services for the City's Community Development Block Grant program ("Services") for a Contract Sum of$65,671.60. D. City and Consultant now desire to amend the Agreement to extend the Term of the Agreement through June 30, 2020 and increase the Contract Sum by$35,000 to $100,671.60. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethfeugh and added text in bold italics. a. Section 2.1, Contract Sum, is hereby amended to read: "2.1 Contract Sum.Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the amounts specified in the"Schedule of Compensation"attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $100,671.60(One Hundred Thousand,Six Hundred and Seventy-One Dollars and Sixty Cents) -• . - - - : -: - - - • - - . - • -- ($ 65,671. 60) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9." b. Section 3.4, Term,is hereby amended to read: "3.4 Term.Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from October 2,2018,through June 30, 2020June 30, 2019, except as otherwise provided in the Schedule of Performance(Exhibit"D").The City may,in its sole discretion,extend the Term up to three(3)four(4) additional one-year terms." 2. Continuing Effect of Agreement.Except as amended by this Amendment No. 1,all provisions of the Agreement shall remain unchanged and in full force and effect.From and after the date of this Amendment No. 1,whenever the term"Agreement"appears in the Agreement,it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement.Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein.Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Consultant represents and warrants to City that,as of the date of this Amendment No. 1,City is not in default of any material term of the Agreement and that there have been no events that,with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration.The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1,such party is formally bound to the provisions of this Amendment No. 1,and(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/560339.1 -2- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation fiGs V. Duhovic, Mayor ATTE ,: � 441101t E ily Col i o City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP JV William W. W er, City Attorney CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By: Name: Robert Schlesinger 41I Title: Senior Vice President By: ✓' Name: Mi -- ylman Title: Ass .t- t Secretary Address: Michael Baker International, Inc. 3760 Kilroy Airport Way, Suite 270 Long Beach, CA 90806 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups:1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0006/560339.1 -3- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA e3/57/? )( gPiCOUNTY OF /J; )I On �S{ ,2019 before me, '116'1,711/4)0 personally a eared proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. —6 WITNESS my hand and official seal. VON* CINDY OKAMOTO Notary Public-California a*4-1 is Orange County i Signature: _ _ �/�` i Commission#2171175 PALempiwom Comm.Ex ires Nov 7,2020 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT 7o ❑ DIVIDUAL ❑ k•RPORATE OFFICER r (20 / TITLE OR TYPE OF DOCUMENT TITLE(S) LI PARTNES) fl LIMITED LI GENERAL NU ER OF PAGES fl ATTORNEY- ACT ❑ TRUSTEE(S) LI GUARDIAN/CONS 'VATOR ❑ OTHER DATE OF OCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTIT (IES)) SIGNER(S)OTHER NAMED ABOVE 01203.0006/560339.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2019 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT E INDIVIDUAL 1:1 CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) El PARTNER(S) ❑ LIMITED 1:1 GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT El TRUSTEE(S) El GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/560339.1 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MICHAEL BAKER INTERNATIONAL,INC. 01203.0006/507278.3 1 D-1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND MICHAEL BAKER INTERNATIONAL,INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 2nd day of October, 2018 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Michael Baker International, Inc., a Pennsylvania corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as"Party"or"Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged,the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work"hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those 01203.0006/507278.3 D-2 standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar 01203.0006/507278.3 2 D-3 day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty(60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight (8)hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty(40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty(40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(1'A)times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 01203.0006/507278.3 3 D-4 Contractor's Authorized Initial (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses,Permits,Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. /// 01203.0006/507278.3 4 D-5 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit"B"shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Sixty Five Thousand Six Hundred Seventy One Dollars and Sixty Cents ($65,671.60) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. /// 01203.0006/507278.3 5 D-6 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment bis City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01203.0006/507278.3 6 D-7 ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from October 2, 2018, through June 30, 2019, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its sole discretion, extend the Term up to four(4) additional one-year terms. ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: 01203.0006/507278.3 7 D-8 Michael J.Bruz Vice President (Name) (Title) Albert V. Warot Associate Vice President (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be the Director of Finance or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Consultant, its agents or employees,perform the services required herein, except 01203.0006/507278.3 8 D-9 as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 01203.0006/507278.3 9 D-10 (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3)years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents,representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 01203.0006/507278.3 10 D-11 (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI(or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured 01203.0006/507278.3 11 D-12 against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened(herein"claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 01203.0006/507278.3 12 D-13 (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully 01203.0006/507278.3 13 D-14 cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use,reuse,or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire"for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential,unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City 01203.0006/507278.3 14 D-15 Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered"voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement,the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default,the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 01203.0006/507278.3 l 5 D-16 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of 01203.0006/507278.3 16 D-17 this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Zero ($0) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 01203.0006/507278.3 17 D-18 ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 01203.0006/507278.3 18 D-19 ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand,request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72)hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. /// 01203.0006/507278.3 19 D-20 9.6 Warranty& Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized InitialsL `Q', 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/507278.3 20 D-21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation CW,d-er•—• ( %4"12-1 Mayor AT% MACity Clerk APPROVED AS TO FORM: ALESHIRE& WYNDER, LLP re-4.(211'Yt‘' Ge-A.• William W. Wynder, City Attorney CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC. By: Name: Title: By: Name: Title: Address: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/507278.3 21 D-22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation WA/ AL1Z City Manager AT t;• 1 11* 1MA E Co .tirn City Clerk I APPROVED AS TO FORM: ALESHIRE &WYNDER,LLP e .ce n; -he-A- William W. Wynder, City Attorney CONSULTANT: MICHAEL BAKER INTERNATIONAL,INC. By: 4101'AD I -. Name: ,e,5G/fGES in/6 .1:1 Title: 5EE,vi(4L4 — // Si 2 "/ — By' Name: y k r Y L..wAAA.1 Title: S✓L A- -4.srA T s-6442.67-A744, vvA7--.y Address: Michael Baker International,Inc. 3760 Kilroy Airport Way,Suite 270 Long Beach,CA 90806 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/507278.3 21 D-22 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA /or/ O roe vl1 Z COUNTY OF On GL 401 fs, 2018 before me, G dam' f " w , personally appeared ht LS',-proved to me on the basis of satisfactory evidence to be the persons)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. +v CINDY OKAMOTO ' �� Notary Public -California WITNESS m hand and official seal. i "' l z Orange County z Commission # 2171175 D Signature: M Comm. Ex ices Nov 7,2020 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPA ITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ •INDI DUAL C - -Yj oF�K- n �4(d S da-,— � ❑ CORP I RATE OFFICER c2-09 TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PAR ER(S) ❑ LIMITED ❑ GE RAL NUMBER PAGES ❑ ATT O RNEY-IN-FACT ❑ TRU TEE(S) ❑ GU• ' •IAN/CONSERVATOR ❑ OTHE' DATE OF DOCUME SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IE ) SIGNER(S)OTHER THAN N• D ABOVE 01203.0006/507278.3 D-23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA re COUNTY OF ,5 On eajief-j`6, 2018 before me,a lAxo Q': i \ , personally appeared 11'r d`'/i#tQ,lroved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed toihe within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. , CINDY OKAMOTO WITNESS my hand an official seal. a s:= Notary Public-California irs < ! Orange County t`�!, Comm;ssion # 2111175 f. Signature: My Comm Expnes Noy 7,2020 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY ' LAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVID AL C r)'-=, 0 f�.�i- ego acio S ao-rteliS ❑ CORPO' •TE OFFICER C vv% -714-S- a th Ge-4 t/"� TITLE OR TYPE OF DOCUME T TITLE(S) ❑ PART I R(S) ❑ LIMITED ❑ GENE' :ER OF PAGES ❑ ATTO EY-IN-FACT ❑ TRUST ❑ GUARDIAN G 'VATOR ❑ OTHER DATE OF DO UMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY( S)) SIGNER(S)OTHER THAN • ED ABOVE 01203.0006/507278.3 D-24 EXHIBIT"A" SCOPE OF SERVICES Consultant shall provide administrative services and labor compliance for the City's Community Development Block Grant(CDBG)program(the"Services"), as follows: A. Provide technical assistance for the administration and implementation of the City's Community Development Block Grant(CDBG)programs and projects. B. Prepare online "Agreements to Implement" annual CDBG programs and projects with the Community Development Commission of the County of Los Angeles (LACDC), including project descriptions and budgets. C. Prepare and process amendments to the "Agreements to Implement" for ongoing programs and projects. D. Coordinate with City staff to gather all necessary documentation for LACDC program monitoring and for audit preparation. E. Prepare LACDC and U.S. Department of Housing and Urban Development (HUD)reports and documents. F. Provide CDBG financial management assistance. G. Provide Davis-Bacon Act (prevailing wages) and HUD Section 3 monitoring for construction projects. H. Act as the City's liaison and representative to the LACDC. I. Ensure compliance with all applicable federal, State, and local laws, rules, regulations, and policies. J. Review project specifications to ensure all County required provisions are included. K. Attend pre-bid conferences, bid openings, and other meetings when required for the performance of the Services herein. L. Conduct employee interviews as required. M. Check Certified Payroll as required. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: Prepare and submit amendments to the"Agreements to Implement." 01203.0006/507278.3 A-1 D-25 III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports Not Applicable. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Michael Neal, Project Manager B. Damien Delany, Labor Compliance Manager C. Armond Bryant, Labor Standards Officer D. Shannon Andrews, Grant Specialist 01203.0006/507278.3 A-2 D-26 EXHIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Additions are indicated in bold& italics; deletions are indicated in strip. I. Section 1.1, Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow generally-accepted the highest professional standards in performing the work and Services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "generally-accepted highest professional standards" shall mean those standards of practice recognized by one or more highly competent and professional first clasa firms performing similar work under similar circumstances. II. Section 1.4, California Labor Law„is deleted in its entirety. III. Section 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3)five (5) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 01203.0006/507278.3 B-1 D-27 IV. Section 6.3,Ownership of Documents All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use,reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, . . . . ' . . -- . • . - . . . such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire" for the City. V. Section 7.3,Retention of Funds Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's negligent or reckless acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. VI. Section 7.9,Termination for Default of Consultant If termination is due to the material failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. VII. Section 7.7,Liquidated Damages,is deleted in its entirety. 01203.0006/507278.3 B-2 D-28 VIII. Section 8.3, Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. Consultant will also comply with Exhibit "B-1"including the "CDBG-Funded Contract Requirements, Provisions & Clauses" and "County Lobbyist Code Chapter 2.160, County Ordinance No. 93-0031, Certification': IX. Section 9.8 Waiver of Consequential Damages. Neither party shall have any claim or right against the other, whether in contract, warranty, tort (including negligence), strict liability or otherwise, for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, such as but not limited to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use of equipment or loss of data, work interruption, increased cost of work or cost of any financing, howsoever caused, even if same were reasonably foreseeable. 01203.0006/507278.3 B-3 D-29 EXHIBIT "B- 1" CDBG-FUNDED CONTRACT REQUIREMENTS, PROVISIONS &CLAUSES 1. AUDIT OR EXAMINATION: Consultant/Contractor shall keep all records of funds received from City and make them accessible for audit or examination for a period of five (5) years after final payments are issued and other pending matters are closed. [Los Angeles County Auditor- Controller Contract Accounting and Administration Handbook, Section 3.1] 2. CONFLICT OF INTEREST: In the procurement of supplies, equipment, construction, and services by sub-recipients, the conflict of interest provisions in 2 CFR Part 200.318(c)(1)(2) shall apply. No employee, officer or agent of the sub-recipient shall participate in selection, or in the award or administration of a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. 3. POLITICAL ACTIVITY/LOBBYING CERTIFICATION: Consultant/Contractor shall not conduct any political activity or lobbying, including making any payment to any person, officer, or employee of any agency or member of Congress in connection with the awarding of any federal contract, grant, or loan, intended to influence legislation, administrative rule-making or the election of candidates for public office during time compensated for under representation that such activity is being performed as a part of the contract responsibility. 4. COUNTY LOBBY CERTIFICATION: Consultant certifies that (1) it is familiar with the requirements of Chapter 2.160 of the Los Angeles County Code (Los Angeles County Ordinance 93-0031), (2) all persons/entity/firms acting on behalf of Consultant have and will comply with the Chapter 2.160 of County Code, and; (3) it will be(1) disqualified from seeking contracts with the Community Development Commission, (2) denied contracts with the Community Development Commission, and (3) liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of Consultant fails to comply with the provisions of Chapter 2.160 of the County Code. 5. FEDERAL LOBBYING CERTIFICATION: Consultant/Contractor certifies that it is familiar with the requirements of Section 1352 of Title 31 of the United States Code. 6. NON-DISCRIMINATION: Pursuant to Executive Order 11246, during the performance of this Agreement, Consultant shall not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by Consultant setting forth the provisions of this nondiscrimination clause. 01203.0006/507278.3 B-4 D-30 7. SECTION 3 REQUIREMENTS: Pursuant to Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et seq., and to the greatest extent feasible, Consultant shall provide opportunities for training low-and moderate-income City residents and award contracts to local City businesses. 8. CIVIL RIGHTS ACT OF 1964: Pursuant to Title VI of the Civil Rights Act of 1964, Consultant shall not, on the basis of race, color, or national origin, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity receiving Federal financial assistance, including this Agreement. 9. HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974: Pursuant to Section 109 of Title I of the Housing and Community Development Act of 1974, Consultant shall not, on the basis of race, color, national origin, or sex, exclude any person from participation in, deny any person the benefits of, or subject any person to discrimination under any program or activity funded in whole or in part with funds made available under Title I, including this Agreement. 10. PROHIBITION OF AGE DISCRIMINATION: Pursuant to Section 504 of the Rehabilitation Act of 1973, Consultant shall not discriminate on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, in the performance of this Agreement. 11. COPELAND ACT: Requires all contractors and subcontractors to submit weekly payroll reports. It is a criminal offense for any person to persuade any other person employed on a federally funded project into giving up any part of their salary to which they are entitled under their contract of employment. 12. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (CWHSSA): All over-time hours worked in excess of 40 hours during any workweek must be paid at the rate of one and one half the times of the regular basic hourly rate of pay, plus fringe benefits for each hour or partial hour worked. 13. CONTRACTING WITH SMALL AND MINORITY OWNED FIRMS, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS: It is policy to award a fair share of contracts to Small Business and Minority Firms. Accordingly, affirmative steps must be taken to assure that Small Business and Minority Owned Firms are utilized, when possible, as sources of supplies, equipment,construction and services. 14. CLEAN AIR AND WATER ACTS: Contractors with Federally-assisted construction contracts of $100,000 or more must comply, and ensure all sub-contractors comply, with the requirements regulated by the Environmental Protection Agency. 15. TERMINATION: This Agreement may be terminated as provided in Section 3.4.1. [2 C.F.R. Part 200,Appendix II, (B). 16. SOURCE OF FUNDS: This Agreement is funded in whole or in part with Community Development Block Grant(CDBG) funds. 01203.0006/507278.3 B-5 D-31 w�fLogPM soosolouT104ry 11 ply y tl ? b +t so" C abs^ 6 Community Development Commission County of Los Angeles COUNTY LOBBYIST CODE CHAPTER 2.160 COUNTY ORDINANCE NO. 93-0031 CERTIFICATION Name of Firm: Michael Baker International,Inc. Address: 3760 Kilroy Airport Way,Suite 270;Long Beach State: CA Zip Code: 90806 Telephone Number: ( 562 ) 200-7165 Acting on behalf of the above named firm, as its Authorized Official, I make the following Certification to the County of Los Angeles and the Community Development Commission, County of Los Angeles. 1) It is understood that each person/entity/firm who applies for a Community Development Commission contract, and as part of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code, Chapter 2.160 (Los Angeles County Ordinance 93-0031) and; 2) That all persons/entities/firms acting on behalf of the above named firm have and will comply with the County Code, and; 3) That any person/entity/firm who seeks a contract with the Community Development Commission shall be disqualified therefrom and denied the contract and, shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the named firm fails to comply with the provisions of the County Code. 01203.0006/507278.3 B-4 D-32 .00:40.0 MEyre 506AUr>b ss - t. m...u.. (494).O;tos" %%of Los 0647 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into contract with the Los Angeles County and the Community Development Commission, County of Los Angeles. Authorized Official: if Robert D. Schlesinger By: (Contractor/Subcontractor) (Signature) /V I /jQ Senior Vice President (Date) (Title) 01203.0006/507278.3 B-5 D-33 EXHIBIT"C" SCHEDULE OF COMPENSATION Consultant shall perform the following tasks at the following rates: STAFF PERSON: HOURLY RATE: Project Director $180.00/hr. Project Manager $115.00/hr. Labor Compliance Manager $130.00/hr. Grant Specialist $95.00/hr. Labor Standards Officer $85.00/hr. II. A retention of 5% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE 01203.0006/507278.3 C-1 D-34 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the schedule herein below: APPENDIX A CITY OF RANCHO PALOS VERDES CDBG PROGRAM ANNUAL CALENDAR OF EVENTS Nov Dec Jan Feb Mar Apr May Jun Jul I Aug Sep Oct , Nov Dec 1.Application Process 1. Solicit Requests from City Departments for Coming Year's Projects 4. Publish 14-Day Public Notice for City Council Hearing on CDBG Program 5. City Council Approval of CDBG Program 6. Prepare and Submit Program Planning Summary/Exhibit A's to CDC 7. Submit City Resolution and Proof of Publication to CDC 8. Execute Reimbursable Contract with CDC 9. Execute Agreement for Implementation with CDC 10. Implement New Projects 11.Complete Current Projects 12.Closeout/Final Requisition Reports II. Reporting Requirements 1. Submit Funding Requests 2. Contract and Subcontract Activity Reports 3. Semi-Annual Labor Standards Enforcement Report t •s:%-; 4. Submit Single Audit 5. Quarterly Performance Reports L -' 6. Proposed Construction Report(Davis- Bacon) II. Consultant shall deliver the following tangible work products to the City by the following dates. Not Applicable. II. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01203.0006/507278.3 D-1 D-35