City of Camarillo
AGREEMENT FOR
ON-CALL PROFESSIONAL SERVICES
with
RINCON CONSULTANTS INC
Effective: December 12, 2024
TABLE OF CONTENTS
Page
-i-
CC Agreement No. 2024-197
Section 1. Term of Agreement ................................................................................... 1 Section 2. Scope and Performance of Services ........................................................ 1 Section 3. Additional Services and Changes in Services ........................................... 2 Section 4. Familiarity with Services and Site ............................................................. 2 Section 5. Compensation and Payment ..................................................................... 3 Section 6. Required Documentation Prior to Performance ........................................ 3 Section 7. Time of Performance; Excusable Delays; Extensions .............................. 4 Section 8. Cooperation by City .................................................................................. 4 Section 9. Project Documents ................................................................................... 4 Section 10. Confidential Information; Release of Information ...................................... 5 Section 11. Consultant’s Books and Records .............................................................. 5 Section 12. Status of Consultant ................................................................................. 6 Section 13. Compliance with Applicable Laws ............................................................. 6 Section 14. Unauthorized Aliens .................................................................................. 7 Section 15. Conflicts of Interest ................................................................................... 7 Section 16. Indemnification .......................................................................................... 8 Section 17. Insurance .................................................................................................. 9 Section 18. Assignment ............................................................................................... 9 Section 19. Default; Limitations on Liability ................................................................. 9 Section 20. Termination of Agreement ...................................................................... 10 Section 21. Notices .................................................................................................... 10 Section 22. General Provisions ................................................................................. 11
EXHIBIT A – SCOPE OF SERVICES ......................................................................... A-1 EXHIBIT B – KEY PERSONNEL & COMPENSATION ............................................... B-1 EXHIBIT C – INSURANCE .......................................................................................... C 1
1 CC Agreement No. 2024-197
AGREEMENT
FOR
ON-CALL PROFESSIONAL SERVICES
RINCON CONSULTANTS, INC.
This AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES (“ Agreement”) is effective as of December 12, 2024 (“Effective Date”), and is by and among the City of Camarillo, a California general law city and municipal corporation, and Rincon Consultants, Inc, a [California corporation] (“Consultant”).
Section 1. Term of Agreement.
Subject to the provisions of Section 20 (Termination of Agreement), the term of this Agreement will be for a period commencing on the Effective Date and will terminate on December 11, 2025, unless extended by mutual agreement. This Agreement may be extended for up to one (1) two-year term by the City Manager.
Section 2. Scope and Performance of Services.
Consultant agrees to perform California Environmental Quality Act (CEQA) Consulting Services set forth in Exhibit A (Scope of Services ), which is made a part of this Agreement. Consulting services required by City will be provided on an as-needed basis with City determining and advising Consultant as to when specific services are required to be performed or completed by Consultant. The specific services required of C onsultant under this Agreement will consist of the tasks and obligations defined in a Task Order issued by City including specific project scopes of work and services requested by City.
Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation s, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.
Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agre ement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.
Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.
Consultant must obtain City’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.
Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough,
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competent and professional manner. Consultant will , at all times, faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement. In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement.
Section 3. Additional Services and Changes in Services.
Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City.
If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.
City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly. All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.
Section 4. Familiarity with Services and Site.
By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.
If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services. Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.
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Section 5. Compensation and Payment.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant for Consultant’s services not to exceed sum(s) as set forth in duly executed Task Order(s). City will pay this sum(s) on the basis of the hourly rates and cost reimbursement rates in effect on the date of the executed Task Order as specified in the attached Exhibit B not to exceed $ 100,000 per year. If Consultant is not in agreement with the terms of a Task Order, Consultant must notify City prior to starting work on the Task Order.
Each month during the term of this Agreement in which the Consultant renders services the Consultant must furnish City with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail individual task order charges by the following categories: labor (by subcategory), reimbursable costs, subcontractor contracts and miscellaneous expenses. The invoice must list, as applicable, the hours wor ked and hourly rates for each personnel, year-to-date hours worked for each personnel, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of the services and a budget recap for the Task Order. Each Task Order must be invoiced separately.
City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the original invoice will be returned by City to Consultant for correction and resubmission.
Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice. Payments for out-of-scope work will only be made after City processes a Task Order amendment for the specific special tasks. A written scope of work, an agreed upon additional fee, a schedule for starting and completing the special tasks, and an agreed upon extension of the time for performance, if needed to comp lete the special work, will be required before City issues a notice to proceed for special work. All special work will be subject to all other terms and provisions of this Agreement.
Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment.
City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.
Section 6. Required Documentation Prior to Performance.
Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides City with a Taxpayer Identification Number;
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(c) Consultant obtains a City business tax certificate and license, if applicable, and provide proof of compliance; and
(d) City gives Consultant a written notice to proceed.
City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.
Section 7. Time of Performance; Excusable Delays; Extensions.
The time allowed for Consultant’s completion of the services to be provided in accordance with the provisions of any Task Order will be as set forth in the Task Order.
When services are requested by City, Consultant will commence the requested services within a two-week notice period at any time during the term of this Agreement. City may terminate this Agreement as stated in Section 20.
Consultant will adhere to all schedules and deadlines set forth in this Agreement and any Task Order.
Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant. Such causes include, but are not limited to, acts of God, acts of terroris m, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
If Consultant is delayed by any cause beyond Consultant’s control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with Consultant’s performance of services.
Section 8. Cooperation by City.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant . Consultant will take such steps as are necessary to perfect or protect the ownersh ip interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City acknowledges
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and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City’s own risk.
Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City’s prior written approval. All press releases, including graphic display information to be published, must be approved and distributed solely by City, unless otherwise agreed to in writing by City.
Section 10. Confidential Information; Release of Information.
All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney/Legal Counsel of City, voluntarily provide 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 will not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.
If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then City will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.
Consultant must promptly notify City should Consultant, its officers, employees, or agents 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 services performed under this Agreement. 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 such response.
All media and press releases, including graphic display information, must be approved and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.
Section 11. Consultant’s Books and Records.
Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement including all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City under this Agreement.
All financial documents or records must be maintained in accordance with generally accepted
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accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.
Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents or records must be provided directly to City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.
Where City has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to City, as well a s to its successors -in-interest and authorized representatives.
Section 12. Status of Consultant.
Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has 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.
The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will 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, or employees of City.
Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the serv ices performed by Consultant.
Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.
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Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents tha t it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.
Section 14. Unauthorized Aliens.
Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following.), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act . Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the am ount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by City.
Section 15. Conflicts of Interest.
Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict-of-interest rules applicable to governmental decision -making contained in the Political Reform Act (California Government Code Section 87100 and followi ng) and its implementing regulations (California Code of Regulations , Title 2, Section 18700 and following ), and California Government Code section 1090.
Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.
If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.
City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non -related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.
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Section 16. Indemnification.
Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section.
Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.
For the purposes of this section, “City” includes City’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney’s fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).
With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney’s fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).
Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or de termination that persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.
Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.
The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
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Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreem ent. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights under this Agreement.
The parties acknowledge and agree that design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional , and also places limitation on the costs of defense that may be charged to a design professional . The term "design professional,” is defined in Section 2782.8, and includes lic ensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code.
The parti es further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.
The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).
Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.
All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney/General Counsel.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agre ement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
Section 19. Default; Limitations on Liability.
In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed after City provides written notice to Consultant of such default.
Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
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City’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.
Section 20. Termination of Agreement.
City may terminate this Agreement or any individual Task Order, at any time, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.
Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to City.
Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant’s possession must be returned to City. Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the da te of termination.
Consultant acknowledges City’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City’s termination of this Agreement.
Section 21. Notices.
All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:
To City:
City of Camarillo
601 Carmen Drive
Camarillo, California 93010
Attention: Serena Gonzalez
Tel. 805.388.5429
E-Mail:[email protected]
To Consultant:
Rincon Consultants, Inc.
180 N Ashwood Avenue
Ventura, CA 93003
Attention: Lilly Rudolph
Tel. 805.644.4455
E-Mail: [email protected]
Notice will be deemed effective on the date personally delivered or electronically transmitted by email. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
Any party may change its notice information by giving notice to the other party in compliance with this section.
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Section 22. General Provisions.
Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.
Entire Agreement. This Agreement, including the attached Exhibits A through C, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and City prior to the execution of this Agreement.
Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.
Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts
Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will 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 services by Consultant will not constitute a waiver of any of the provisions of this Agreement.
Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected, and the Agreement will be read and construed without the invalid, void or unenforceable provision.
Venue. In the event of litigation between the parties, venue will be exclusively in the Ventura County Superior Court.
[Signatures on the following page.]
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THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:
CITY OF CAMARILLO
Greg Ramirez, City Manager
ATTEST:
City Clerk
CONSULTANT:
Rincon Consultants, Inc.
By_________________________________
Name: Danielle Griffith, JD
Title: Director
By_________________________________
Name: Deanna Hansen
Title: Vice President
Camarillo Business Tax Certificated No. 040224 / Expiration Date 7/31/2025
A-1 CC Agreement No.
EXHIBIT A
SCOPE OF SERVICES
[Attached]
Description of the Services and Current Availability
Rincon Consultants, Inc. 15
2 Description of the Services and Current
Availability
Overall Approach
At Rincon, we take a solution-oriented approach to the environmental review process that focuses on resolving problems. This is accomplished in a variety of ways, including:
• Conducting efficient kickoff meetings that identify potential issues or critical data needs for early discussion. • Developing a familiarity with the City's various development codes and unique approaches to CEQA. • Effectively engaging stakeholder groups and the general public. • Participating in the City's development review process. • Devising alternatives that respond to environmental conditions and good planning principles. • Developing effective mitigation measures for identified impacts.
Rincon project managers and analysts are skilled at assisting agencies in not only meeting the legal re
quirements of the CEQA process but also in ensuring a project is consistent with Camarillo’s CEQA En
vironmental Guidelines, City ordinances, codes, the General Plan, and the relevant standards of other local or State agencies (e.g., the Ventura County Air Pollution Control District, California Department of Transportation (Caltrans), the Regional Water Quality Control Board (RWQCB), the United States Army Corps of Engineers (USACE), and the California Department of Fish and Wildlife (CDFW)).
A
t Rincon, we understand the need to become an extension of City staff in conducting the environmental review pr
ocess. We will provide the City with regular progress reports on work status, as well as the budget. Our te
amwork approach will ensure that the City has direct access to strong technical expertise, and our local experience helps to ensure an understanding of community issues and local political concerns.
CE
QA Documentation and Support Services
Our firm has successfully prepared hundreds of CEQA documents for agencies throughout the Ventura County and Los Angeles County region as well as more broadly in communities throughout the State. We can assist the City with preparation and processing of environmental review documents, including the following:
• Initial Study (IS) addressing all the e nvironmental impact categories listed on the City’s IS checklist. • Required CEQA notices: Notice of Preparation (NOP), Notice of Intent (NOI), Notice of Availability (NOA), Notice of Determination (NOD), and Notice of Exemption (NOE). • Categorical Exemptions and Statutory Exemptions
• Spe
cific Plan Consistency Checklist exemptions
• Su
stainable Communities Environmental Assessment (SCEA) and Sustainable Communities Project Exemptions (SCPE)
• ND/ MND.
• Draft and Final EIR (Project, Program, Focused, Master, Staged). • EIR Addendum, Supplemental EIR, Subsequent EIR.
• Infill Streamlining under Appendices M and N of the CEQA Guidelines. • MMRP.
• Response to Comments.
• Statement of Overriding Considerations.
• CEQA
Findings.
• Statutory Worksheets.
EXHIBIT A
Description of the Services and Current Availability
16 Our work products will meet the requirements of the State CEQA Guidelines , the City of Camarillo CEQA Thresholds of Significance , State planning and zoning law, and the National Historic Preservation Act. We have been involved in numerous projects in Camarillo, local communities of Ventura County and Los Angeles County from inception to implementation; therefore, we can prepare environmental review documents for development projects expeditiously and efficiently.
Preparing CEQA documentation commonly involves reviewing documents, attending meetings with the lead agency and project applicant, interacting with regulatory agencies, preparing reports, and attending public meetings and hearings. For the CEQA process, th is task typically starts with a review of the CEQA Guidelines to assess whether a project is exempt from more detailed environmental review. Categorical Exemptions are well- defined in the CEQA Guidelines and include the categories of projects that would not likely result in significant environmental effects (e.g., repairs or replacements of existing facilities, infill development). In non -exempt cases, we would complete an IS checklist to determine the appropriate environmental clearance document under CEQA. For projects where all impacts can clearly be mitigated and where there is not a strong base of public controversy, an ND or MND is prepared. For projects that may result in a significant environmental impact, an EIR is typically the appropriate CEQA doc ument. When an EIR is required, we utilize the IS and scoping process to focus the document on impacts that can potentially result in significant impacts.
In addition to assisting our clients with the CEQA process, our environmental planning group regularly prepares a broad range of technical studies (such as Air Quality, GHG Emissions, Health Risk, Noise, Biology, and Cultural Resources) to help design teams develop projects that avoid or minimize significant environmental effects. As described below in Technical Studies, our team members have prepared many of these studies in the Ventura County area, and therefore, we are highly familiar with both local and broader agency requirements. Our environmental planning team also supports developing and implementing MMRPs , including revegetation and habitat restoration, that may be required through the environmental planning process.
The scope of work for any environmental document or specialized technical study would depend upon the nature of the project being analyzed and will vary from project to project. We have assumed that most documentation will involve CEQA review and that a range of specialized studies will also be requested. The following briefly describes our approach to preparing the documents required under this contract.
Approach to CEQA Document Preparation
Upon receiving an inquiry from the City on a particular project, an early step will be determining what level of CEQA review will be required. Rincon’s project manager will obtain a detailed project description from the City staff members and consider the location, scale, and implementation timeframe. Preliminary site research will be conducted, and CEQA Guidelines for all technical studies and environmental documentation will be consulted.
The following are the typical procedures for an IS-MND and EIR.
IS-MND Process
• Task 1 Kickoff Meeting . A kickoff meeting will be held with City staff to confirm study objectives and approaches, communication protocol, and schedule.
• Task 2 Project Description. The project description will be submitted within approximately two weeks of the kickoff meeting and receipt of information regarding the project. • Task 3 Administrative Draft IS-MND. The Administrative Draft IS-MND will be prepared typically between four and six weeks, depending on the complexity of the project and the types of accompanying technical studies required.
• Task 4 Public Review Draft IS -MND. Rincon will typically deliver the Public Review Draft IS -MND within one to two weeks of receipt of comments on the Administrative Draft IS- MND. The Public Review Draft IS - MND will circulate for a period of 20 to 30 days. Rincon will also assist with preparing and filing the Notice of Intent, Notice of Completion, and Summary Form with the State Clearinghouse and the Notice of Intent with the County Clerk.
• Task 5 Final IS-MND. Rincon will prepare written responses and submit them to staff for review within one to two weeks of receipt of all comments received by close of the public review period. Corrections wi ll b
e made as necessary, and a final set of responses will be provided to enclose with the Final IS -MND to be considered for approval. The Final IS -MND will typically be provided within one week of receipt of all City
Description of the Services and Current Availability
Rincon Consultants, Inc. 17
comments regarding the responses. The Final IS-MND will be in the form of a single document that includes the Draft IS -MND, mitigation measures, and MMRP as well as all agency and public comments and responses to comments. If desired, we can also prepare CEQA Findings for the project in conjunction with the Final IS-MND. Once the Final IS-MND is approved, Rincon will assist with preparing and filing the NOD.
EIR Process
• Task 1 Kickoff Meeting . A kickoff meeting will be held with City staff to confirm study objectives and approaches, communication protocol, and schedule.
• Task 2 EIR Project Description. Rincon will prepare a description of the proposal being analyzed in the EIR, including descriptions of the site and its location, project characteristics relevant to the EIR analysis, project objectives, and required discretionary approvals. This typically includes textual, tabular, and graphic presentations.
• Task 3 IS- NOP. Rincon will prepare an IS checklist with supporting discussion, typically within three to four weeks. The IS will cover all items on the City’s environmental checklist and will include facts and analysis to support all conclusions. Upon City approval of the IS, we will circulate a NOP of a Draft EIR. • Task 4 EIR Scoping Meeting. If required, a scoping meeting will be held during the 30-day NOP period to introduce the community to the proposed project and obtain input on the EIR scope of work (note: scoping meetings are required only for “regionally significant” projects). • Task 5 Administrative Draft EIR. Rincon will prepare an Administrative Draft EIR within six to eight weeks of release of the NOP. The EIR will include the following:
o Executive Summary: Summary of the proposed project and associated environmental consequences presented in tabular format to simplify review by decision-makers and the public. o Introduction and Environmental Setting: Introductory sections (required by CEQA) that lay the groundwork for and summarize the substantive analysis to follow. The introduction describes the purpose and legal authority of the study and provides a discussion of lead, responsible, and trustee agencies. The environmental setting provides a general description of the existing urban geographic character of the City and the site vicinity.
o Environmental Impact Analysis: Analysis of impacts determined in the IS to be potentially significant.
Includes four main components:
− Setting: Description of current conditions with respect to the issue in question, including the existing regulatory environment.
− Impact Analysis: Discussion of potentially significant effects of the proposed project, with impacts typically compared to established “thresholds of significance.” − Mitigation Measures: Methods by which significant effects can be reduced or eliminated. − Level of Significance after Mitigation: Discussion of whether proposed mitigation measures reduce impacts to below the adopted significance threshold. − Other CEQA -Required Discussions: EIRs also include other discussions required by the CEQ A
G
uidelines, including an analysis of potential growth -inducing impacts, a listing of significant irreversible changes, and a discussion of areas of public controversy. − Alternatives: See discussion below.
• Task 6 Draft EIR. Rincon will incorporate City comments on the Draft EIR and complete the Draft EIR, typically within two to three weeks. The Draft EIR will circulate for a period of 30 to 45 days. Rincon will also assist with preparing and filing the Notice of Availability, Notice of Completion, and Summary Form wit h
t
he State Clearinghouse and the Notice of Availability with the County Clerk.
Description of the Services and Current Availability
18 • Task 7 Final EIR: Rincon will complete the Final EIR after receipt of all written comments during the review period. The Final EIR will consist of the comments, responses, and corrections to the Draft EIR (if any are warranted), and the MMRP. If desired and required, we will also prepare CEQA Findings and a Statement of Overriding Consideration for the project.
o Response to Comments. Within two to three weeks of receipt of all comment letters on the Draft EIR, Rincon will submit draft Response to Comments. Within one week of receipt of City comments on the draft report, Rincon will prepare the final Responses to Comments. o MMRP. Concurrent with the Responses to Comments report, Rincon will prepare an MMRP, which will be included in the Final EIR.
o NOD. Within five days of EIR certification and project approval (if any), Rincon will submit the draft NOD to the City for delivery to the County Clerk and/or State Clearinghouse along with the California Fish and Wildlife fee.
Alternatives
For EIRs, a reasonable range of alternatives will be identified during the study in concert with City staff.
Alternatives will typically be evaluated in less detail than that for the proposed project. However, the analysis will give decision-makers and the public adequate information to decide between alternatives. This section will also identify the "environmentally superior alternative." If the "no project - no building" alternative is deemed environmentally superior, the EIR will identify the alternative among the remaining scenarios.
Public Hearings/Meetings
From Rincon’s experience working on many public works development projects and long -range planning programs, we understand the need to effectively engage the public in the planning and environmental analysis process. Communication with stakeholders will ensure the success of most large-scale EIRs. Rincon will prepare materials for, attend, and participate, as needed, in all major public meetings, including public workshops, open houses, and public hearings leading up to the certification of the EIRs. Depend ing on the City’s preference, noticing, public circulation, and filing notices with the County Clerk and State Clearinghouse are also part of Rincon’s scope of work.
Technical Studies
In addition to assisting our clients with the CEQA process, our environmental planners and scientists are skilled in the preparation of a broad range of technical studies, including air quality, aesthetics, biological resources (wetland delineation, special -status species analysis), cultural resources, health risk assessments, noise, GHG emissions, and water supply assessments. Often, these studies are performed before fina lizing a proposed project to assist project design teams in developing a project that avoids or minimizes significant environmental effects during the design phase. These studies have included simple special-status species surveys used in site selection and feasibility, and more detailed protocol- level surveys to meet specific ordinance an d permitting agency requirements (Caltrans, RWQCB, USACE, CDFW, etc.). Our environmental team also supports our clients with developing and implementing MMRPs, including revegetation and habitat restoration, that may arise through the environmental plannin g process. Rincon has extensive experience preparing the various types of technical reports that the City might require under a contract for environment and impact analysis.
As stated previously, when detailed studies for such issues as transportation/traffic, utility/sewer, and geotechnical concerns are required, we have excellent and long -standing relationships with subconsultants specifically qualified for those reports, including those with extensive regional and local experience, such as Fehr & Peers, Linscott Law & Greenspan, Ganddini Group, Fuscoe Engineering, and Geocon West.
Acoustical/Noise Studies
Noise analyses begin with ambient noise measurements taken in the field to characterize the existing noise conditions using an ANSI Type II sound level meter. These measurements involve 15 -minute samples at the individual locations selected to assess noise levels from existing roadway and/or stationary sources on or near a project site. Depending on the needs of the analysis, we can also conduct 24 -hour noise measurements. Our analysis includes evaluations of temporary impacts associated with construction and long -term impacts
Description of the Services and Current Availability
Rincon Consultants, Inc. 19
associated with project operation. Operational impacts may include both increased noise due to the proposed project (typically, due to traffic increases) and/or exposure of new sensitive uses to high ambient levels (most typically a concern for new noise -sensitive uses such as residences, parks, and schools adjacent to noisy roadways or commercial/industrial facilities).
Temporary noise impacts associated with construction are typically estimated based on noise levels reported by the U.S. Environmental Protection Agency and standard noise attenuation factors. Noise levels associated with construction activities are quantified and projected at sensitive use areas and compared to Noise Ordinance standards.
Operational impact analysis involves an estimation of noise on -site based on a combination of field measurements and modeling, an estimation of post -project noise both on-site and at nearby sensitive receptor locations, and a comparison of post-project noise levels to applicable thresholds.
For projects that exceed applicable noise standards or thresholds, noise reduction requirements are identified.
Mitigation measures may include restrictions on construction equipment use, the construction of temporary sound barriers, recommendations for th e re-routing of traffic, and the use of noise attenuation features and sound barriers to reduce long-term traffic and operational noise levels.
Air Quality/Greenhouse Gas Emissions
Air quality and GHG emissions impact analysis is regularly required to comply with CEQA and local requirements.
Rincon’s services range from quantifying short -term construction emissions and long -term operational, stationary, and mobile source emissions for individual projects from a variety of sources to conducting air quality modeling and health risk analyses to quantify emissions of diesel particulate matter from project -related activities. We consistently track the periodic updates of federal and local guidelines and air quality plans for jurisdictions throughout California. We can also conduct source control analyses and Transportation Demand Management (TDM) Mitigation Fee Calculations.
To quantify the potential air quality and greenhouse gas emissions impacts of projects, Rincon uses state-of-the- art computer models and assessment protocols developed by the U.S. Environmental Protection Agency, California Air Resources Board, Caltrans, Federal Aviation Administration , and local air quality management and air pollution control districts. Rincon presents analytical information in clear, non-technical language that is easy for decision-makers and the public to understand.
Our professionals have years of experience preparing air quality and greenhouse gas emissions studies as required by CEQA and/or as separate technical studies. As GHG emissions have become an important factor in environmental studies, Rincon has grown the practice to encompass these services. Rincon is one of a few select firms in California that are accredited by CARB as a GHG Verification Body (Executive Order H -10-176) and a GHG Offset Verification Body (Executive Order H-10-176). In addition, the Rincon technical team includes three staff members who are individually accredited by CARB as Lead GHG Verifiers and Lead GHG Offset Verifiers.
Historic Preservation
Rincon has ten in-house historians/historical archaeologists located in our Ventura and Los Angeles offices to assist with historic preservation as needed. Rincon offers extensive experience providing on -call cultural resources and staff extension services to California municipalities, and our team brings unique qualifications to assist with ensuring that projects will be managed in an efficient an d legally defensible manner. Our staff has experience managing, processing, and reviewing various projects, fro m simple to complex. We have direct experience working as in-house staff to review plans, prepare certificates of appropriateness, address potential impacts on historical resources, and assist with preservation planning , including ordinance updates, Mills Act applications, and design guidelines.
Tribal Consultation Assistance
Under AB 52 (California Government Code Section 21080.3.1 (a)) and SB 18 (California Government Code Sections 65352.3 and 65352.4), the CEQA lead agency (in this case the City of Camarillo), is required to begin consultation with California Native American Tribes that are traditionally and culturally affiliated with the project site prior to the release of a ND , MND, or EIR. Rincon typically requests an AB 52 and SB 18 consultation list
Description of the Services and Current Availability
20 from the Native American Heritage Commission (NAHC), as described above, then assists the lead agency with consultation under AB 52 and SB 18 by providing the lead agency with letter templates, checklists, and detailed instructions to help ensure meaningful consultation with interested Native American groups. Typically, NAHC list requests are fulfilled within four weeks. After receipt of letters, Native American Tribes have 30 days to reply to a request for consultation under AB 52 and 90 days under SB 18; the 30-day wait period for AB 52 is subsumed in the 90-day wait period for SB 18. Rincon's AB 52/SB 18 assistance typically does not include meetings, outreach, consultation, or mailing letters to Tribal governments. Rincon assumes the City of Camarillo will officially contact all applicable Tribes. Rincon will summarize the results of this tribal consultation in the cultural resources and tribal cultural resources sections of the relevant CEQA document.
Biological Resources and Arboriculture
Rincon routinely assists public and private clients with biological and arboricultural resource issues related to federal, State, and local laws, ordinances, regulations, and statutes. We specialize in compliance with the requirements of CEQA, Clean Water Act, Migratory Bird Treaty Act, Endangered Species Acts, California Fish and Game Code, Porter -Cologne Water Quality Control Act , and California Coastal Act . Furthermore, our biologists are well-versed with local regulations addressing biological resources within Ventura County. Rincon biologists and arborists hold the following permits, qualifications, and certifications:
• Federal 10(a)(1)(A) permit for Coastal California Gnatcatcher • Federal 10(a)(1)(A) permit for Southwestern Willow Flycatcher • Federal 10(a)(1)(A) permit for Vernal Pool Fairy Shrimp • Qualified Herpetologists for Western Pond Turtle
• Qualified Biologist for Bats
• Qualified Avian Biologists for Least Bell’s Vireo and Tricolored Blackbird • CDFW Scientific Collecting Permit for Amphibians, Reptiles, Mammals, and Birds • CDFW Rare, Threatened, and Endangered Plant Voucher Collecting Permit • Trained Wetland Delineation and California Rapid Assessment Method Practitioners • International Society of Arboriculture (ISA) Certified Arborists Our biological and arboricultural resources staff is supported by GIS and graphics staff, technical editors, and document production specialists. Rincon is committed to providing high -quality and timely services for independent studies in support of the City’s environmental reviews for private projects. A summary of our biological and arboricultural resources services is as follows:
• Objective Peer Reviews of Biological and Tree Reports • Baseline Biological Resources Inventories and Vegetation Mapping • Biological Resources Effects/Impacts Analyses: Biological Assessments, Biological Evaluations, Natural Environment Studies
• Rare, Threatened, and Endangered Plant and Wildlife Species Surveys. • Nesting Bird and Raptor Surveys
• Jurisdictional Delineations: USACE, RWQCB, CDFW, and CCC Methodologies • California Rapid Assessment Method for Wetlands
• Regulatory Compliance, Mitigation, and Conservation Planning • Regulatory Permitting: USACE CWA Section 404, RWQCB CWA Section 401, CDFW CFGC Section 1602, CCC CCA Section 30233
• FESA Section 7 Consultations and Section 10 Habitat Conservation Plans • CESA Section 2081 Permits/MOUs and Natural Community Conservation Plans • Wetland, Riparian, and Upland Habitat Revegetation and Restoration Planning • Construction and Mitigation Monitoring
• ISA Certified Arborist Tree Surveys, Health Assessments, and Impacts Evaluation
Description of the Services and Current Availability
Rincon Consultants, Inc. 21
Quality Control
In every project that Rincon manages, we endeavor to provide each client with a high-quality product that meets or exceeds expectations and for which all applicable professional standards and regulatory requirements are met. To meet this quality standard, QA/QC procedures are developed for each project at the planning stage, outlining the management techniques to be used. Adherence to these standard methods is particularly important due to the variety of properties, locations, and projects that may be included in this program. Consistency in project implementation can provide the City with confidence that the same quality and rigor of analysis will be delivered on each and every project regardless of the location, size, scope, or technical complexity. Danielle Griffith will be the Primary Contact for the City and oversee the Rincon team to ensure consistency in project implementation and effective communication with regulatory agency personnel and other stakeholders, as appropriate.
Rincon takes pride in the structured management of all assessment and remediation projects. The major components of our management program are as follows:
• Technical Direction and Control
• Communication and Documentation Procedures
• Cost and Schedule Control
• Project Reporting and Editorial Review
• Problem Anticipation and Management
Technical Direction and Control
The consistent and effective application of QA/QC procedures is central to successful project/program delivery.
The following sections discuss the primary principles and practices Rincon routinely implements to ensure that our contractual obligations to the client are met, our work is conducted in a n efficient and defensible manner, and that the final product of our efforts satisfy the needs of our clients. Rincon will provide the City with cost - effective, technically sound, and sustainable solutions to your environmental needs.
Communication and Documentation Procedures
Clear, concise, and thorough communication among team members is a critical component in the successful implementation of every project, regardless of size. Rincon’s project management communication procedures are designed to accomplish the following objectives:
• Specify the formal communication and documentation procedures to be used by the team. • Institute a uniform method of recording actions and maintaining reference files. • Assure appropriate data flow to and between team members. • Control the flow of data from the field to the project manager.
Each project manager is responsible for coordinating internal communication among the in-house team, as well as with City staff. To facilitate coordination and communication among staff members, we will convene focused weekly planning and coordination meetings/teleconferences using an agenda developed and circulated in advance. The project manager will convene these meetings to re view work in progress, plans, and schedules, and to ensure effective communication among the project team and City staff . The objective of these meetings is to ensure that communication—internal and external—is clear and consistent.
Rincon has a formal process for tracking and disseminating information and data for all of our projects. We employ an electronic, centralized recordkeeping system for all data relevant to the projects. The database is maintained by housing all the information in the central file dedicated to the project, with data back -up and security measures in place. Our method of electronic file organization allows team members to easily and remotely access the most up-to-date project information.
Insurance Requirement
22 Project Reporting and Editorial Review
In-house, Rincon holds formal monthly status review meetings in which project analysts meet with the project manager for a technical, schedule, and budgetary assessment of progress. Monthly status reviews provide a continuing forum for mutual discussion and peer review of the quality of our work, often leading to i mportant improvements in performance that result from the widest possible sharing of information. In addition to discussing project issues, project managers conduct editorial reviews of the work produced to ensure concise and effective delivery of information.
Management of Subcontractors
Rincon has a long history of using subcontractors on assignments for any transportation/traffic, utility/sewer, and geotechnical analysis beyond our internal capacity. We have developed a comprehensive system for managing our subcontractors. Each subcontractor is issued a purchase order that states the scope of their work, the deliverables and due dates, and the associated cost estimate. The purchase order also contains the required billing and progress reporting instructions. These purchase orders serve as our contracts with each of the subcontractors.
In addition, project managers monitor the performance of each subcontractor. The monitoring activities include daily communication and monthly meetings , which are a combination of activities that both assess progress relative to schedule and budget and forecast work activities expected to occur during the next month.
Staff Availability
Rincon is of a sufficient size that we have the availability and time to dedicate personnel and resources to manage and successfully assist the City with environmental compliance services, as well as execute a number of projects concurrently. We are actively building our team of talented and experienced CEQA and NEPA practitioners to ensure adequate staff availability to meet project needs. We have supplemented our team with environmental practitioners to support multiple projects and have local staff to provide support and mobilize as needed. We are experts in managing compliance programs involving multiple concurrent assignments and are successfully executing several similar services agreements and encourage that you contact our current clients about our ability to manage a high volume of work with in strict time frames characterized by intensive activity.
We are confident that our current workload, while strong, will not interfere with this assignment with the City. 3 Insurance Requirement
Rincon confirms that it can meet the City’s mandatory insurance requirements as outlined in Exhibit C of the Professional Services Agreement (Attachment A). We are prepared to provide proof of insurance, including all applicable endorsements, within one week upon request.
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EXHIBIT B
KEY PERSONNEL & COMPENSATION
1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are: Deanna Hansen.
2. Consultant has proposed specific Key Personnel for work with the City. Consultant may not change the Key Personnel assigned, as listed below, without the prior written approval of the Community Development Director:
KEY PERSONNEL:
Name Title/Position Rate (Per Hour)
Danielle Griffith, JD Principal-in-Charge $307
Greg Martin Project Manager $255
Deanna Hansen Technical Advisor $307
Susanne Huerta, AICP Director-in-Charge $307
Jerry Hittleman Project Manager $272
Nichole Yee Deputy Project Manager $196
FEE SCHEDULE
(Complete or attached Separate Schedule)
Routine office costs such as computer usage, software, telephone charges, office equipment and supplies, travel, incidental postage, copying faxes, etc. are included in the hourly rates. Plan copying, outside copying and overnight mail will be reimbursed a t cost. No minimum number of hours per day will be allowed. Consultants may only bill for actual hours worked. Subconsultant markups may not exceed 10%.
Fees
24 Standard Fee Schedule for Environmental Sciences and Planning Services Professional, Technical
and Support Personnel*
Hourly Rate
January 1 –
December 31, 2024
January 1 –
December 31, 2025
January 1 –
December 31, 2026
January 1 –
December 31, 2027
Senior Principal $319 $330 $342 $354
Principal $307 $318 $329 $341
Director $307 $318 $329 $341
Senior Supervisor II $292 $302 $313 $324
Supervisor I $272 $282 $292 $302
Senior Professional II $255 $264 $273 $283
Senior Professional I $238 $246 $255 $264
Professional IV $211 $218 $226 $234
Professional III $196 $203 $210 $217
Professional II $174 $180 $186 $193
Professional I $155 $160 $166 $172
Associate III $130 $135 $140 $145
Associate II $117 $121 $125 $129
Associate I $109 $113 $117 $121
Field Technician $94 $97 $100 $104
Data Solutions Architect $196 $203 $210 $217
Senior GIS Specialist $187 $194 $201 $208
GIS/CADD Specialist II $167 $173 $179 $185
GIS/CADD Specialist I $150 $155 $160 $166
Technical Editor $147 $152 $157 $162
Project Accountant $125 $129 $134 $139
Billing Specialist $107 $111 $115 $119
Publishing Specialist $120 $124 $128 $132
Clerical $107 $111 $115 $119
* Professional classifications include environmental scientists, urban planners, biologists, geologists, marine scientists, GHG verifiers, s
ustainability experts, cultural resources experts, and other professionals. Expert witness services consisting of deposition s or in-court testimony are charged at the hourly rate of $400.
Reimbursable Expenses
Direct Cost Rates
Photocopies – B/W $0.25 (single-sided), $0.45 (double-sided) Photocopies – Color $1.55 (single-sided), $3.10 (double-sided) Photocopies – 11” by 17” $0.55 (B/W), $3.40 (color)
Oversized Maps $8.50/square foot
Digital Production $15/CD, $20/flash drive
Light-Duty and Passenger Vehicles* $90/day
4WD and Off-Road Vehicles* $150/day
*Current IRS mileage rate for mileage over 50 and for all miles incurred in employee-owned vehicles.
Other Direct Costs. Other direct costs associated with the execution of a project, that are not included in the hourly rates above, are billed at cost plus 16%. These may include, but are not limited to, laboratory and drilling services, subcontractor services, authorized travel expenses, permit charges and filing fees, mailings and postage, performance bonds, sample handling and shipment, rental equipment, and vehicles other than covered by the above charges.
Annual Escalation. Standard rates subject to 3.5% annual escalation, on January 1.
Payment Terms. All fees will be billed to Client monthly and shall be due and payable upon receipt or as indicated in the contract provisions for the assignment. Invoices are delinquent if not paid within 10 days from receipt or per the contractually requi red payment terms.
EXHIBIT B
Fees
Rincon Consultants, Inc. 25
Equipment Rate
Environmental Site Assessment
Soil Vapor Extraction Monitoring Equipment $160
Four Gas Monitor $137
Flame Ionization Detector $110
Photo Ionization Detector $82
Hand Auger Sampler $62
Water Level Indicator, DC Purge Pump $46
CAPDash $7,500
Natural Resources Field Equipment
UAS Drone $300
Spotting or Fiberoptic Scope $170
Petterson Bat Ultrasound Detector/Recording Equipment $170 Sound Level Metering Field Package (Anemometer, Tripod and Digital Camera) $113 GPS (Sub‐meter Accuracy) $67
Infrared Sensor Digital Camera or Computer Field Equipment $57 Scent Station $23
Laser Rangefinder/Altitude $11
Pit‐fall Traps, Spotlights, Anemometer, GPS Units, Sterilized Sample Jar $9 Mammal Trap, Large/Small $1.55/$0.55
Water and Marine Resources Equipment
Boat (20 ft. Boston Whaler or Similar) $800
Multi Parameter Sonde (Temp, Cond, Turbidity, DO, pH) with GPS $170 Water Quality Equipment (DO, pH, Turbidity, Refractometer, Temperature) $62 Refractometer (Salinity) or Turbidity Meter $38
Large Block Nets $114
Minnow Trap $98
Net, Hand/Large Seine $57
Field Equipment Packages
Standard Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet, Safety Equipment, and Botanic Collecting Equipment)
$114
Remote Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet and Mifi, Delorme Satellite Beacon, 24‐Hour Safety Phone)
$144
Amphibian/Vernal Pool Field Package (Digital Camera, GPS, Thermometer, Decon Chlorine, Waders, Float Tube, Hand Net, Field Microscope)
$170
Fisheries Equipment Package (Waders, Wetsuits, Dip Nets, Seine Nets, Bubblers, Buckets) $57 Underwater and Marine Sampling Gear (U/W Photo/Video Camera, Scuba Equipment (Tanks, BCD, Regulators, Wetsuits, etc.)
$57/diver
Marine Field Package (PFDs – Personal Flotation Devices, 100-foot Reel Tapes with Stainless Carabiners, Pelican Floats, Underwater Slates, Thermometer, Refractometer, Anemometer, Various Field Guides)
$100
Insurance, Hazard and Fees
Historic Research Fees $ 55
L&H Dive Insurance $57/diver
Level C Health and Safety $70/person
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EXHIBIT C
INSURANCE
1. Required Insurance . Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits (combined single)
Commercial General Liability $1,000,000 / $2,000,000 aggregate Business Automobile Liability $1,000,000
Workers’ Compensation Statutory
Professional Liability $1,000,000
Cyber Liability Insurance $1,000,000
2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must inclu de contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross -liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self -insurance, a primary and non -contributory endorsement, and an additional insured endorsement, all in favor of the City, its officers, employees and agents, and volunteers. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under thi s Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include both a waiver of subrogatio n applicable to the insurance or self-insurance, and a primary and non-contributory endorsement, both in favor of the City, its officers, employees, agents, and volunteers.
5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of City, its officers, employees, agents, and volunteers.
6. Professional Liability (Errors & Omissions) Insurance . The professional liability insurance must cover the services to be performed under this Agreement. The coverage
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must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.
7. Cyber Liability Insurance. The cyber liability insurance must include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required under the Agreement for Consultant to properly perform the services intended. d. Electronic media liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services.
If coverage is maintained on a “claims -made” basis, Consultant must maintain such coverage for an additional period of three years following termination of the Agreement.
8. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on- behalf” basis, with defense costs payable in addition to policy limits. There may be no cross- liability exclusion precluding coverage for claims or suits by one insured against another.
The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of City. The scope of coverage provided is subject to approval of City following receipt of the required proof of insurance.
9. Deductibles and Self -Insured Retention . Any deductibles or self -insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City. In no event may any required insurance policy have a deductible, self - insured retention or other similar policy provision in excess of $50,000 without prior written approval by City in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self -insured retentions with respect to the City’s additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self -insured retentions.
10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or
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certified copies of policies as may reasonably be required by City. These certificates of insurance and endorsements must be in a form approved by the City’s legal counsel.
Consultant must maintain current certificates and endorsements on file with City during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to City by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the City with at least 30 days’ prior written notice of the applicable changes. City reserves the right to require complete, certified copies of all required insurance policies at any time.
11. Failure to Maintain Required Insurance . If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement.
12. Effect of Coverage . The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insuranc e coverage in all sections of this Agreement. Any insurance proceeds available to City in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses.
13. Required Insurance for Subconsultants/Subcontractors. Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
14. Right to Revise Insurance Specifications. City reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change. If such change results in substantial additional cost to Consultant, the parties may renegotiate Consultant’s compensation.
15. Timely Notice of Claims . Consultant must give City prompt notice of claims made of lawsuits initiated 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 insurance policies.