Cudahy City Council
December 17, 2024

Scope of Work (cont.)
include comments and input from all stakeholders
and appropriate City staff.

Completion: Confirming that all comments and input
from both City Staff and associated project stakeholders has been sufficiently addressed prior to submitting 100% documentation.
d. Specifications shall be furnished using the
latest edition of Microsoft Word for Windows.

The Consultant shall prepare the Specifications
per City requirements and utilizing the Standard
Specifications for Public Works Construction
(“Greenbook”).

Specifications: Provision of “Greenbook” format
specifications that will include any amendments to
Sections and Special provisions deemed necessary to
complete the agreed upon work to the level of expectations of City Staff.
e. Estimate shall be prepared in spreadsheet format
using Microsoft Excel.

Estimate: Estimate to be provided in City designated
Microsoft Excel format.
f. The Consultant shall create a comment matrix to
verify all City comments are addressed with each
submittal.

Comment Matrix: Provision and maintenance of a
comment matrix to track all City comments and assure
that they have been addressed.
g. Available to present progress design to City
Council.

City Council Presentation: SWA will present the progress design at designated submittal milestones to City Council within the timeframe ofthe overall project Design schedule as deemed appropriate.
30%, 60%, 90% Construction Documents/Bid Set:

Upon the City’s approval of the Preliminary Plans, SWA
will develop working drawings and technical sections of specifications to construct the work and shall prepare an estimate of probable construction costfor each milestone deliverable as indicated.

Deliverables:
• Develop the complete set of construction drawings
and specifications and cost estimate for one (1),
City selected, ‘final preliminary design’ and submit
to the City at 30%, 60%, 90% and 100% (bid set)
milestones;
• Finalize all design decisions with consensus from
the City of Cudahy;
• Project Team meetings with the City of Cudahy at
milestones to review and confirm project progress.

Written responses and related revisions to all
City comments at 30%, 60%, and 90% milestone
submissions;
• Preparation of Final Plans, Specifications and
Estimate for the following:
>> Landscape Plans documenting:
1) Proposed layout, 2) Materials types and
locations 3) Planting, 4) Other amenities:
furnishings, signage and wayfinding,
5) Landscape Construction Details
>> Civil Engineering Plans documenting:
1) Existing Conditions, 2) Demolition, 3) Grading
and Drainage, 4) Utilities
>> Electrical Engineering Plans documenting:
1) Lighting and Fixtures, 2) Power Plan
>> Irrigation Plans documenting:
1) Irrigation system, 2) Irrigation Details
• Provide an estimate of probable cost for the entire
project budget based on 30%, 60%, 90% and 100%
(Bid Set) Construction Documents.

Task 4 understanding (per site):

LA River Bike Path - Site 1:
• Provide PS&E at each milestone deliverable phase
as indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
Cudahy River Park - Site 2:

SWA l City of Cudahy Page 18 of 23 I 17

18 I Page 19 of 23 City of Cudahy I SWA
Scope of Work (cont.)
• Incorporate existing, City provided ‘shovel-ready’
Plans and Specifications at each milestone
deliverable phase as indicated
• Provide updated Cost Estimate at each milestone
deliverable phase as indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
Clara Bridge Slopes - Site 3:
• Provide PS&E at each milestone deliverable phase as
indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
Otis Avenue Pocket Park - Site 4:
• Provide PS&E at each milestone deliverable phase as
indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
TASK 5. BIDDING AND CONSTRUCTION

SUPPORT
a. Respond to Requests for Information (RFIs)
during the project advertisement period, and log
questions and responses.

RFI Responses (during Bid): The SWA team will receive
and review all provided Requests for Information in
relation to the team’s scope of work and provide
responses for City review and distribution to bidders
accordingly.
b. Prepare project addenda.

Drawing Addendums: The SWA team will coordinate
with the City Staff for any requested revisions to Bid
set drawings and provide subsequent addendums to the
drawings for City review and distribution.
c. Attend the pre-construction meeting, job walk,
and job-site meetings when requested by the City
over the course of the construction schedule
(assume 5 meetings).

Construction Observation Meetings: SWA team will
attend the pre-construction meeting, job walk and onsite job meetings for up to 5 meetings during the course of construction.
d. Provide responses to the Contractor’s RFIs about
the plans and specifications when requested by
the City.

RFI Responses (during construction): The SWA
team will receive and review all provided Requests for
Information in relation to the team’s scope of work and provide responses for City review and distribution to the contractor accordingly.
e. Provide responses and approvals to the
Contractor’s submittals for materials and shop
drawings when requested by the City.

Submittals: The SWA team will receive and review all
provided submittals in relation to the team’s scope
of work and provide responses for City review and
distribution to the contractor accordingly.

Bidding: SWA shall assist the City of Cudahy in reviewing and evaluating bids and assistance in awarding and
preparing contracts for construction.

Construction Support: SWA will provide field services
to ensure that the project is built to consistently high standards. SWA can make periodic visits to the site
to familiarize itself generally with the progress and
quality of construction and to determine in general if
the construction is proceeding in accordance with SWA’s design intent and construction documents.
• Project construction kick-off meeting;
• Provide clarifications, addendum, and bulletins as

SWA l City of Cudahy Page 20 of 23 I 19
Scope of Work (cont.)
needed;
• Review shop drawings and submittals;
• Respond to Requests for Information;
• Attend on-site construction meetings and provide
construction observation;
• Visit nurseries with contractor’s representative to
select and tag trees;
• Provide pre-maintenance punch list, maintenance
check, and final walkthrough;
Deliverables:
• Pre-Bid Meeting with Client and Potential Contractors • Written evaluations of bid proposals.
• Prepare one (1) bid addendum
• Respond to RFI’s and Submittals
• Attend up to (5) Construction Meetings
Task 5 understanding (per site):

LA River Bike Path - Site 1:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
Cudahy River Park - Site 2:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
Clara Bridge Slopes - Site 3:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
Otis Avenue Pocket Park - Site 4:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
TASK 6. PREPARE RECORD DRAWINGS
(AS-BUILTS)
a. Prepare as-built drawings based on field redlined as-built information provided by the City’s Construction Contractor.

Record Drawings: The SWA team will receive and
review the contractor’s as-built, red-lined drawings
and incorporate the revisions into a Record Drawings
set for City records accordingly.

Deliverables:
• Record Drawings
Task 6 understanding (per site):

LA River Bike Path - Site 1:
• Prepare Record Drawings
Cudahy River Park - Site 2:
• Annotate existing, City provided ‘shovel-ready’
Plans per contractor’s provided as-built drawings
for Record Drawings purposes
Clara Bridge Slopes - Site 3:
• Prepare Record Drawings
Otis Avenue Pocket Park - Site 4:
• Prepare Record Drawings
Additional Construction Support Services: The
SWA team will provide additional construction support
services as a hourly fee per provided separate fee
schedule. Fee is anticipated to be at the rate of the
project manager. Such services are to be negotiated
with the City (under separate contract) as indicated.

EXHIBIT “B”

COMPENSATION RATE

RFP to Provide Design Phase Engineering Services for the Preparation of PS&E (Plan, Specifications and Estimates) for Cudahy Los Angeles River Area Improvement Project
Funded by Clean California Local Grant Project (CCLGP) Funds in Cudahy, California Project Tasks Subtasks
SWA
Proj. Mgr.

SWA
Principal
SWA
Associtae
SWA
Designer
Total
Hours Fee
Total
Fee
$ 185.00 $ 310.00 $ 150.00 $ 120.00
Task 1. Project Management
Site 1 - LA River Bike Path 8 0 0 0 8 $ 1,480
Site 2 - Cudahy River Park 4 0 0 0 4 $ 740
Site 3 - Clara Bridge Slopes 8 0 0 0 8 $ 1,480
Site 4 - Otis Ave. Pocket Park 8 0 0 0 8 $ 1,480
Subtotal 1.a - SWA Fees $ 5,180 $ 5,180
CWE (Survey & Civil) $ 7,104
P2S (Electrical & Lighting) $ 5,115
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ 300
Subtotal 1.b - Consultant Fees $ 12,519 $ 12,519
Subtotal task 1 $ 17,699
Task 2. Utility Coordination
Site 1 - LA River Bike Path 8 1 1 1 11 $ 2,060
Site 2 - Cudahy River Park 4 0 0 0 4 $ 740
Site 3 - Clara Bridge Slopes 8 1 1 1 11 $ 2,060
Site 4 - Otis Ave. Pocket Park 8 1 1 1 11 $ 2,060
Subtotal 2.a - SWA Fees $ 6,920 $ 6,920
CWE (Survey & Civil) $ 14,208
P2S (Electrical & Lighting) $ 6,576
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ 300
Subtotal 2.b - Consultant Fees $ 21,084 $ 21,084
Subtotal task 2 $ 28,004
Task 3. Preliminary Engineering
Site 1 - LA River Bike Path 24 4 64 64 156 $ 22,960
Site 2 - Cudahy River Park 12 2 4 0 18 $ 3,440
Site 3 - Clara Bridge Slopes 8 2 16 12 38 $ 5,940
Site 4 - Otis Ave. Pocket Park 24 4 24 64 116 $ 16,960
Subtotal 3.a - SWA Fees $ 49,300 $ 49,300
CWE (Survey & Civil) $ 45,193
P2S (Electrical & Lighting) $ 26,534
Cumming (Cost Estimate) $ 4,950
Reimbursable Expenses $ 300
Subtotal 3.b - Consultant Fees $ 76,977 $ 76,977
Subtotal task 3 $ 126,277
Task 4. Plans, Specifications & Estimate
Site 1 - LA River Bike Path 62 5 176 176 419 $ 60,540
Site 2 - Cudahy River Park 28 5 12 0 45 $ 8,530
Site 3 - Clara Bridge Slopes 22 5 38 36 101 $ 15,640
Site 4 - Otis Ave. Pocket Park 62 5 88 176 331 $ 47,340 Subtotal 4.a - SWA Fees $ 132,050 $ 132,050
CWE (Survey & Civil) $ 54,174
P2S (Electrical & Lighting) $ 61,138
Cumming (Cost Estimate) $ 31,885
Reimbursable Expenses $ 600
Subtotal 4.b - Consultant Fees $ 147,797 $ 147,797
Subtotal task 4 $ 279,847

RFP to Provide Design Phase Engineering Services for the Preparation of PS&E (Plan, Specifications and Estimates) for Cudahy Los Angeles River Area Improvement Project
Funded by Clean California Local Grant Project (CCLGP) Funds in Cudahy, California Project Tasks Subtasks
SWA
Proj. Mgr.

SWA
Principal
SWA
Associtae
SWA
Designer
Total
Hours Fee
Total
Fee
$ 185.00 $ 310.00 $ 150.00 $ 120.00
Task 5. Bidding & Construction Support
Site 1 - LA River Bike Path 16 0 12 0 28 $ 4,760
Site 2 - Cudahy River Park 8 0 0 0 8 $ 1,480
Site 3 - Clara Bridge Slopes 16 0 12 0 28 $ 4,760
Site 4 - Otis Ave. Pocket Park 16 0 12 0 28 $ 4,760
Subtotal 5.a - SWA Fees Subtotal 5.a - SWA Fees $ 15,760 $ 15,760 CWE (Survey & Civil) $ 19,686
P2S (Electrical & Lighting) $ 27,132
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ 1,500
Subtotal 5.b - Consultant Fees Subtotal 5.b - Consultant Fees $ 48,318 $ 48,318 Subtotal task 5 $ 64,078
Task 6. Prepare Record Drawings
Site 1 - LA River Bike Path 2 0 2 0 4 $ 670
Site 2 - Cudahy River Park 2 0 4 0 6 $ 970
Site 3 - Clara Bridge Slopes 2 0 2 0 4 $ 670
Site 4 - Otis Ave. Pocket Park 2 0 2 0 4 $ 670
Subtotal 6.a - SWA Fees $ 2,980 $ 2,980
CWE (Survey & Civil) $ 8,054
P2S (Electrical & Lighting) $ 9,631
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ -
Subtotal 6.b - Consultant Fees $ 17,685 $ 17,685
Subtotal task 6 $ 20,665
Total Fees $ 536,570

EXHIBIT B
Scope of Work

811 W 7th St
8th Floor
Los Angeles, California
90017
+1.213.236.9090
www.swagroup.com
Gerdo P Aquino
Ying-Yu Hung
Ning Deng
February 26, 2024
Aaron Hernandez-Torres
City of Cudahy
Public Works Department
Via email: Aaron Hernandez-Torres [email protected] Attention: Aaron Hernandez-Torres
Subject: Cudahy LA River Area Improvement Project, (the “Project”) SWA Job #CUDT301.C
Dear Aaron:

We are pleased to submit the following Add Service Request for Professional Services in connection with the project referenced above.

This Agreement is by and between SWA Group ("SWA"), a California corporation, and the City of Cudahy ("Client"), Cudahy, California.

I. PROJECT DESCRIPTION
SWA has been requested to engage Geocon West Inc. for geotechnical services pertaining to Site 3 (Clara Bridge Slopes) and Site 4 (Otis Ave. Pocket Park).

II. SCOPE OF SERVICES
The scope of services shall include:

A. Clara Bridge Slopes (Site 3):

1. Field Investigation

2. Agronomic Testing

3. Laboratory Testing

4. Report Preparation
B. Otis Ave. Pocket Park (Site 4):

1. Field Investigation

2. Laboratory Testing

3. Report Preparation
III. DESIGN APPROVAL
Aaron Hernandez-Torres has been designated as the person responsible for design direction to SWA for this project and has the authority for design approval. In the event that the design, as approved by Aaron Hernandez-Torres is rejected by others, and re-design is required, such redesign services shall be compensated as Additional Services.

City of Cudahy
February 26, 2024
Cudahy LA River Area Improvement Project

IV. FEES AND TERMS
We estimate the following fee breakdown:

Phase Fee
Geocon – Geotechnical Services $23,180
SWA $1,500
Fee Total $24,680
Geocon proposes to provide the services described in ‘Exhibit A’ on a lump sum fee basis. These services will be billed to you under our job number CUDT301.C on a fixed-fee basis under the terms and conditions of our contract with you dated May 2, 2023 (SWA Job #CUDT301).

The fee for these services shall be provided for the fixed sum of $24,680. We request your written approval of this authorization for Additional Services by signing and returning one copy of this letter for our files.

If this is not your understanding, or if you have questions regarding the above, please contact me immediately.

Sincerely yours,

SWA GROUP
Sincerely yours,

SWA GROUP
_______________________________
Gerdo Aquino, Co-CEO/ Principal
Contracting Agent
Landscape Architect, CA License #4996
Landscape architects are licensed by the State of California.

City of Cudahy
February 26, 2024
Cudahy LA River Area Improvement Project

Accepted: City of Cudahy
By:

Title:

Date:
________________________________________________
________________________________________________
________________________________________________
GA/aa
Proposal copyright ©2024 by SWA Group. No portion of this proposal may be copied or distributed to without the written permission of SWA Group.

City Manager
March 3, 2024

Proposal No. 2023-436
Revised February 26, 2024

VIA E-MAIL
SWA
811 W 7th Street
Los Angeles, California 90017
Attention: Ms. Alejandra Aguilar
Subject: LIMITED GEOTECHNICAL INVESTIGATION FOR TWO SITES CUDAHY LA RIVER AREA IMPROVEMENT PROJECT ( PROJ. NO. ABP-001)

CLARA BRIDGE SLOPES AND CUDAHY GATEWAY LANDMARK
SITE 1: CLARA STREET BETWEEN RIVER ROAD
SITE 2: ELIZABETH STREET AND OTIS STREET

CUDAHY, CALIFORNIA

Dear Ms. Aguilar:

In accordance with your request, we are pleased to submit our proposal to perform limited geotechnical investigations in support of the Cudahy Los Angeles River Area Improvement Project located at the subject sites in the City of Cudahy, California.

DISCUSSION
To aid in preparing this proposal, we have conducted a satellite reconnaissance, have reviewed existing published geologic information, and reviewed preliminary project plans created the two sites.

It is our understanding that improvements are being proposed for two sites within the city of Cudahy.

The location of the project and the description of proposed improvements are provided below.

Site 1: Clara Bridge Slopes
Location: Along the north and south side slopes of Clara Street west of Los Angeles River and adjacent to River Road.

Project Description: Remove existing asphalt cover on the slopes and construct terrace retaining walls.

Site 2: Cudahy Gateway Landmark
Location: Cudahy Lugo Park bounded by Elizabeth Street to the North, Otis Avenue to the East, and Salt Lake Avenue to the southwest.

Project Description: Construct concrete letter signage along the southwest portion of the park.

Exhibit 'A'

Geocon Proposal No. LP-2023-436 - 2 - Revised February 26, 2024 Based on our review of in-house geologic literature and maps, it is anticipated that the subject sites are underlain by younger alluvial soil deposits. A review of the Seismic Hazard Maps of the State of California, South Gate Quadrangle, indicates that the sites are located in an area designated as “Liquefiable”. The sites are not located within an Alquist Priolo earthquake fault zone for surface fault rupture, and the sites are not directly underlain by any known faults or fault-related features.

The historic high groundwater table is reported to be approximately between 8-10 feet below the existing ground surface. It is our understanding that based on the proposed non-habitable improvements, liquefaction analysis will not be required.

SCOPE OF WORK
Based on the above discussion and our understanding of the project, we recommend that the scope of the limited geotechnical investigation consist of the following:
 Review published geologic maps, and other literature pertaining to the site to aid in evaluating geologic hazards that may be present.
 Coordinate site access for field explorations. Perform a site reconnaissance and pre-mark proposed boring locations.
 Contact Underground Service Alert to delineate public utilities and easements within the site prior to performing drilling operations.
 (Recommended) Retain the services of a private utility locator to evaluate the proposed boring locations for the presence of buried utilities or tanks. This task will be performed in addition to contacting Underground Service Alert to delineate utilities within the site prior to performing drilling operations.

Site 1: Clara Bridge Slopes
 Core the existing paving, as necessary, and excavate six (6) small diameter borings utilizing manual augers and digging equipment. The borings will be advanced to depths between approximately 10 and 20 feet below the ground surface, or refusal. Preliminary boring locations are presented on the Site Plan below; boring locations will be confirmed during a site visit prior to conducting the field work.

Geocon Proposal No. LP-2023-436 - 3 - Revised February 26, 2024 o This proposal assumes that work can be performed during Monday through Friday, 7am to 4pm. Two full days will be required complete the field work for this site. o Fees and time associated with required permits, if any, are not included in this proposed fee. Permit fees will be added to our invoice as a reimbursable expense.

Site 2: Cudahy Gateway Landmark
 Excavate 3 small diameter test borings using manual augers and digging equipment.

The borings will be advanced to depths between 5 and 15 below the ground surface, or refusal.

Preliminary boring locations are presented on the Site Plan below; boring locations will be confirmed during a site visit prior to conducting the field work.  Perform sampling, examine the prevailing soil conditions, determine depth of groundwater, and gather the information necessary for design of the proposed project.  Backfill and compact the borings. Patch the surface with AC-cold-patch or quick-set concrete, if necessary. It is assumed that all spoils will be backfilled into the boreholes; any excess soils will remain onsite or spread in planter areas. If encountered, soils suspected to be contaminated will be segregated and placed in 55-gallon drums for analytical testing and disposal. If this is required, the additional work will be performed on a time and materials basis in accordance with our schedule of fees.
 Perform soil sampling during excavation, examine the prevailing soil conditions, determine depth of shallow groundwater, if any, and gather the information necessary for design of improvements.
 Perform laboratory tests on selected soil samples to evaluate in-situ density, shear strength, compaction, consolidation, and expansion characteristics of the prevailing soil conditions. Testing for Water-Soluble Sulfate, Chloride, PH, and Resistivity of the soils for concrete and utility pipe corrosivity design

Geocon Proposal No. LP-2023-436 - 4 - Revised February 26, 2024  Retain the services of an agricultural consultant to perform agronomic testing in proposed planter areas located in Site 1.
 Perform slope stability analyses for Site 1 to evaluate static conditions of the existing and proposed slope configurations to verify that the slope configuration has an adequate factor of safety that would not preclude construction of the proposed improvements.  Prepare two separate reports presenting our findings, conclusions, and recommendations regarding the geotechnical aspects of proposed design and construction.

The report will be suitable for submittal to the Building Official and your design professionals and will contain conclusions and recommendations regarding the following:
o Description of subsurface soil conditions and controlling engineering properties of the encountered materials, boring logs, a plan indicating boring locations and their elevations relative to the nearest bench mark, and summary of ground water levels, if any.
o Discussion of various foundation types that may be considered for the planned repair/improvement. Foundation design parameters, allowable vertical and lateral capacities, and expected short term, long term and differential settlements. Allowable passive pressures and coefficient of friction will be provided. o Site grading recommendations, suitability of the site soils for use as compacted fill and criteria for backfill soils, including imported fill materials and recommendations to mitigate the effects of expansive soils, if any.
o Recommendations regarding design and construction of pavements, recommended procedures for subgrade preparation and criteria for subgrade testing during construction. Recommendations for slab moisture barriers, if needed. o Recommendations regarding temporary and permanent excavations, including permissible slope angles, treatments necessary to provide stable slopes and design criteria for bracing or shoring of vertical excavations. Excavations adjacent to existing improvements will be addressed.
o Seismic design criteria in conformance with the current California Building Code.

Geocon Proposal No. LP-2023-436 - 5 - Revised February 26, 2024

COST OF SERVICES
It is anticipated that the limited geotechnical report can be furnished approximately four weeks after completion of exploration; however, pertinent information can be furnished sooner. We propose to perform the scope of work for a lump sum fee indicated in the breakdown below.

FEE BREAKDOWN
Site 1: Clara Street Slopes Fee
Field Investigation
Drilling Subcontractor $4,510
Geocon Staff $3,300
Agronomic Testing $700
Laboratory Testing $2,825
Report Preparation $4,260
TOTAL ESTIMATED FEE   $15,595
Site 2: Cudahy Gateway Landmark Fee
Field Investigation
Drilling Subcontractor $1,890
Geocon Staff $1,700
Laboratory Testing $1,825
Report Preparation $2,170
TOTAL ESTIMATED FEE   $7,585
Project Lump Sum Total = $23,180
Private Utility Locating (Recommended) $2,000
Geocon strongly recommends the use of private utility location, as it can reduce the risk of damaging existing utilities during exploration. This service can be performed for a lump sum fee of $2,000.

The client is responsible for accurately delineating the locations of all subterranean structures and utilities as well as the location of sensitive natural habitats and/or archaeological sites. At a minimum we will contact Underground Service Alert (USA) to delineate public utilities within the site prior to performing drilling operations; however, we will not be responsible for damage to any such lines, structures, vegetation, or archaeological sites that are not accurately marked by USA or shown accurately on the plans provided to us. Geocon will take reasonable precautions to avoid known subterranean structures, and Client waives any claim against Geocon, and agrees to defend, indemnify, and hold Geocon harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located.

Geocon Proposal No. LP-2023-436 - 6 - Revised February 26, 2024 All services would be provided in accordance with the enclosed Schedule of Fees. No retainer is required; however, the fee will be due 30 days after report delivery. Invoices would be submitted at four-week intervals and would be itemized to reflect only the actual time and costs incurred.

If unanticipated field conditions are encountered that require a significant modification to the recommended scope of work and/or that require an increase to the estimated fee; we would not proceed with the modified scope or increased amount without obtaining your written authorization.

The proposed scope of services does not include the evaluation or identification of the potential presence of hazardous or corrosive materials (chemicals) on the site.

We prepared this proposal with the understanding that this is a prevailing wage project; however, Skilled and Trained Workforce Requirements are not applicable. If Client should conclude the foregoing understanding is incorrect, please so advise us in writing immediately. If failure to so advise us results in the imposition of fines, penalties, claims or damages against us, Client will reimburse us for all costs and expenses.

In preparing this proposal, we have made every effort to anticipate subsurface conditions and to coordinate with regulatory agency personnel regarding the scope of our investigation. However, regulatory agencies occasionally request additional exploration or clarification to assure that investigations are complete and fully understood by all concerned parties. Responses to letters from the regulatory agencies requiring clarification of our report will be performed at our normal hourly rates.

Any additional exploration, addendum letters, or plan review services required following the completion of our report will be billed at our normal hourly rates.

Plan review, consultation, and site observations and testing during construction are not included in the cost of the investigation. These services, when required, will be billed at our normal hourly rates, in accordance with the attached Schedule of Fees/Term and Conditions, which is incorporated into and made part of this proposal.

LIMITATIONS
Please carefully review the contents of this proposal and the enclosed Terms and Conditions for Performance of Services (Terms), which is incorporated into and made a part of this proposal. If they meet with your approval, execute the Terms and return a copy via email to our office. We will then endorse the documents and return an executed copy to you. We will commence with the scope of services outlined herein upon receipt of your written authorization; however, services provided by Geocon will be pursuant to the Terms and Schedule of Fees until or unless a mutually agreed upon, negotiated contract is finalized. Please note that it is necessary to indicate your project representative agent on the first sheet of the Terms and the address where all Client notices and communications should be sent. If you do not have an in-house representative agent, please indicate a designated agent.

Geocon Proposal No. LP-2023-436 - 7 - Revised February 26, 2024 The California Legislature enacted Business & Professions Code §6749, effective January 1, 2001, which requires that all contracts with private entities be set forth in writing, contain certain terms, including a description of the services to be provided, the basis of compensation, the name, address and certificate number of the professional engineer and be signed by the parties before commencement of any work by the engineer. Therefore, the enclosed Terms or the waiver of Business & Professions Code §6749 letter must be signed by Client prior to Geocon’s commencement of any work, whatsoever, on the project. For your convenience, a copy of the Business & Professions Code §6749 waiver letter with the actual code text printed on the back is attached to this proposal.

It is mutually agreed between Client and Geocon that all services afforded and work performed by Geocon are provided pursuant to Civil Code Section 2782 and such agreement is expressly integrated into and made a part of any and all contracts or agreements entered into between the parties.

Please be advised that if Geocon is required to provide an immediate defense to Client pursuant to a claim alleging the negligence of Geocon, Client will be billed on a time and materials basis for such defense in accordance with Geocon’s Schedule of Fees, and if there is a final determination by a court of competent jurisdiction that a portion of the damages awarded in connection with a claim were caused by or attributable to Geocon, then Geocon shall be obligated to reimburse Client for that portion of the defense costs reasonably incurred by Client which is attributable to the portion of the damages caused by or attributable to Geocon. Notwithstanding the foregoing, under no circumstances shall Geocon be liable for providing an immediate defense to Client for any claim not alleging the negligence or other liability of Geocon.

Should you have any questions regarding this proposal, or if we may be of further service, please contact the undersigned at your convenience.

Very truly yours,
GEOCON WEST, INC.

Rex Panoy
Senior Staff Engineer
Harry Derkalousdian, PE
Senior Project Engineer
Enclosures: TCPS; 2023 Schedule of Fees; BPC §6749 Waiver Letter (EMAIL) Addressee

Client’s Initials Page 1 of 9 Geocon’s Initials
GEOCON WEST, INC.
500 North Victory Blvd., Burbank, CA 91502
Tel. 818.841.8388 Fax 818.841.1704

TERMS AND CONDITIONS
FOR

PERFORMANCE OF SERVICES
THE AGREEMENT Geocon Project No.:

Agreement Date:

This Agreement is made by and between Geocon West, Inc., hereinafter referred to as “Geocon,” and, __________________________________________________, a ____________________ corporation/LLC/LP (circle one), Hereinafter referred to s “Client.” The term “Client” includes ________________________________________, who is the Client’s project representative agent and/or, ___________________________________, who is the Client’s designated agent for all notices and communications between Geocon and Client. All notices and communications from Geocon to Client are to be addressed to:

Send Invoices to: Send Deliverables and Notices to:

Email: _____________________________________ Email: ___________________________________ Phone: _____________________________________ Phone: ___________________________________ Address: ___________________________________ Address: ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ Attention: ___________________________________ Attention: ___________________________________

PROJECT DETAILS
Project Labor Agreement:

This project is not subject to a Project Labor Agreement/Union Requirements.

This project is subject to a Project Labor Agreement/Union Requirements.

The Agreement between the parties consists of these Terms, the attached Proposal (LP-2023-436) for Geotechnical Investigation [for] Clara Street between River Road and Elizabeth Street and Otis Street, Cudahy, CA, dated 02/26/2024, and any exhibits or attachments noted in the Proposal.

A) Site 1 – Clara Street Slopes:

B) Site 2 – Cudahy Gateway Landmark:

C) Private Utility Location (recommended):

For a lump sum fee of $15,545. Retainer fee of $N/A.

For a lump sum fee of $7,585. Retainer fee of $N/A.

For an additional fee of $2,000. Initial if desired __________ D) As-Needed Consultation, Inspection and Testing Services: Hourly (In Accordance with 2023 Schedule of Fees)

Client’s Initials Page 2 of 9 Geocon’s Initials
Prevailing Wage (CA Labor Code sections 1771, 1775, 1776, 1777.5, 1813, and 1815):

This is not a Prevailing Wage project.

This is a Prevailing Wage project. DIR Number: _______________ • If no DIR Number has been assigned yet, please provide the following information:
o Name of the Awarding Body: _____________________________________________ o Name of the Project (as provided by the Awarding Body): ______________________________ o Project Budget: ______________________________
o Estimated Overall Project Start Date: ______________________________ o Estimated Overall Project End Date: ______________________________ Local Hire Requirements:

This project is not subject to Local Hire Requirements.

This project is subject to Local Hire Requirements.

Apprenticeship Requirements:

This project is not subject to Apprenticeship Requirements.

This project is subject to Apprenticeship Requirements.

Skilled and Trained Workforce Requirements (CA Public Contract Code sections 2600 et seq.):

This project is not subject to Skilled and Trained Workforce Requirements.

This project is subject to Skilled and Trained Workforce Requirements.

Other Requirements:

The accuracy and completeness of the information provided herein is crucial for ensuring proper compliance with relevant regulations and requirements. Geocon relies on the information supplied by Client, and any decisions or actions taken based on this information are made in good faith. It is essential for Client to ensure the accuracy of the details provided.

SUMMARY OF DOCUMENTS
Client and Geocon agree to perform this Agreement in accordance with the following exhibits which are incorporated herein by reference and made a part of this Agreement:

Exhibit 1: Geocon’s Proposal
Exhibit 2: Geocon’s Schedule of Fees/Terms and Conditions Exhibit 3: Business & Professional Code §6749 Waiver Letter Together, these elements will constitute the entire Agreement superseding any and all prior negotiations, correspondence, or agreements either written or oral. Any changes to this Agreement must be mutually agreed to in writing.

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ARTICLE 1 – AGREEMENT
The services provided by Geocon shall be performed in
accordance with the Standard of Care (defined below).

Geocon’s services are defined by and limited to those
services described in the attached Proposal and Schedule of Fees, which are incorporated by this reference and these Terms and Conditions. Together, the Proposal, Schedule of Fees, and Terms and Conditions form the entire Agreement and supersede all prior negotiations, representations, or agreements, either written or oral. This Agreement can
only be amended by a written instrument signed by both
Client and Geocon. Failure to immediately enforce any
provision in this Agreement shall not constitute a waiver of the right to enforce that provision or any other provision.

ARTICLE 2 – SCOPE OF SERVICES
Geocon’s services under this Agreement include only those services specified in the Proposal attached hereto as Exhibit

1. Client expressly releases any claim against Geocon
relating to any additional services that Geocon
recommended, but that Client either did not authorize or instructed Geocon not to perform.

Unless specifically stated otherwise, the Proposal attached hereto does not include surveying the project site (“the Site”) or precisely identifying sampling, inspection or test
locations, depths and elevations. Where applicable,
sampling, inspection, test locations, depths and elevations will be based on field estimates and information furnished by Client and its representatives. Unless stated otherwise in the report, such locations, depths and elevations are
approximate. Geocon will take reasonable precautions to limit damage to the Site due to the performance of services, but Client understands that some damage may necessarily occur in the normal course of services, and this Agreement does not include repair of such damage unless specifically stated in the Proposal.

Where applicable, observations and standardized sampling, inspection and testing procedures employed by Geocon will indicate conditions of materials and construction activities only at the precise location and time where and when
services were performed.

Client recognizes that actual conditions at the Site, or where applicable, conditions of materials and construction activities at other locations, may vary from those measured or observed by Geocon when performing the services, and that conditions at one location and time do not necessarily indicate the conditions of apparently identical material(s) at other locations and times. Services of Geocon, even if
performed on a continuous basis, should not be interpreted to mean that Geocon is observing, verifying, testing or inspecting all materials on the Site. Geocon is responsible only for those data, interpretations, and recommendations based solely on information available to Geocon and will only be accurate as of the date of observation.

Furthermore, where applicable, Geocon is only responsible for those data, interpretations, and recommendations
regarding actual materials and construction activities
observed, sampled, inspected or tested. Geocon will not be responsible for other parties’ interpretations or use of any information developed by Geocon. However, Geocon may
make certain inferences based upon the information derived from these procedures to formulate professional opinions regarding conditions in other areas.

ARTICLE 3 – STANDARD OF CARE
Services performed by Geocon under this Agreement are
expected by Client to be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of the profession practicing contemporaneously
under similar conditions in the locality of the project (“Standard of Care”). Under no circumstance is any
warranty, expressed or implied, made in connection with the providing of services.

ARTICLE 4 – SITE ACCESS AND SITE

CONDITIONS
Client will grant or obtain free access to the Site for all equipment and personnel necessary for Geocon to perform the work set forth in this Agreement. Client will notify any and all possessors of the Site that Client has granted Geocon free access to the Site.

Client is responsible for accurately delineating the locations of all subterranean structures and utilities. Geocon will take reasonable precautions, in accordance with the Standard of Care, to avoid known subterranean structures, and Client waives any claim against Geocon, to the extent not caused by the negligence or willful misconduct of Geocon, and
agrees to defend, indemnify, and hold Geocon harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, Client agrees to compensate Geocon for any time spent or expenses incurred by Geocon in defense of any such claim, with compensation to be based upon Geocon’s prevailing fee schedule and expense reimbursement policy.

Client hereby warrants that if Client knows or has any reason to assume or suspect that hazardous materials may exist at the Site, Client shall furnish or cause to be furnished to Geocon all documents and information known to Client that relate to the identity, location, quantity, nature or
characteristics of the hazardous condition, material, or waste at, on, or under the Site. If, during site visits, certain conditions are observed that may jeopardize Geocon’s (or others) health and safety, such conditions will be brought to the attention of the Client. Geocon will not direct, supervise

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or control the work of non-Geocon contractors or their
subcontractors. Geocon’s services will not include a
review or evaluation of such contractor’s (or
subcontractor’s) safety measures, and Geocon shall have no responsibility for such work and/or safety at the jobsite regardless of whether Geocon provided safety training
services to those parties. Geocon shall be responsible only for its own activities and that of its employees and
subcontractors on any site, except where Geocon is
specifically retained to perform health and safety review services in which case Geocon’s responsibilities are limited to the express scope of those services.

In addition, Client will furnish or cause to be furnished such other reports, data, studies, plans, specifications, documents and other information on surface and subsurface site conditions required by Geocon for proper performance of its services. Geocon shall be entitled to rely upon
Client-provided documents and information in performing the services required under this Agreement; however,
Geocon assumes no responsibility or liability for their accuracy or completeness. Client-provided documents will remain the property of the Client.

ARTICLE 5 – MONITORING
If Geocon is retained by Client to provide a site
representative for the purpose of monitoring specific portions of the construction work or other field activities as set forth in the Proposal, then this provision applies. For the specified assignment, Geocon will report observations and
professional opinions to Client or Client’s agent. No action of Geocon or Geocon’s site representative can be construed as altering any Agreement between Client and others.

Geocon will report to Client or Client’s agent any observed work within Geocon’s scope of services which, in Geocon’s professional opinion, does not conform with plans and
specifications. Geocon has no right to reject or stop work of any agent or subcontractor of the Client. Such rights are reserved solely for Client. Furthermore, Geocon’s presence on the Site does not in any way guarantee the completion or quality of the performance of the work of any party retained by Client to provide field or construction-related services.

If Geocon is not retained by Client for the purpose of
monitoring construction work or field activities, Geocon will not be held liable or responsible for such activities or for the performance of the completed project. Monitoring of
construction work or field activities and the performance of the completed project is and will remain the sole and express responsibility of Client or other party designated by Client.

Client hereby agrees to indemnify and hold harmless Geocon from and against any loss or judgment, suffered by Geocon as a result of a claim or lawsuit resulting from Client’s failure to monitor construction work or field activities for which Geocon has not been retained.

Geocon will not be responsible for and will not have control or charge of specific means, methods, techniques, sequences or procedures of construction or other field activities selected by any agent or agreement of Client. It is mutually
understood and agreed by Client and Geocon that Geocon
has no control or enforcement ability over any persons or parties who are not employees of Geocon. Geocon does not purport to be, nor is Geocon responsible for any safety precautions or programs incident thereto for such nonemployees of Geocon.

ARTICLE 6 – DISCOVERY OF HAZARDOUS

CONDITIONS
Client represents that Client has made a reasonable effort to evaluate if hazardous materials are on or near the Site, and that Client has informed Geocon of Client’s findings relative to the possible presence of such materials.

Hazardous materials may exist at a site where there is no reason to believe they could or should be present. Geocon and Client agree that the discovery of unanticipated
hazardous materials constitutes a changed condition
mandating a renegotiation of the scope of work or
termination of services. Geocon and Client also agree that the discovery of unanticipated hazardous materials may
make it necessary for Geocon to take immediate measures to protect health and safety. Client agrees to compensate
Geocon for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous
materials.

Geocon agrees to notify Client when unanticipated
hazardous materials or suspected hazardous materials are encountered. The Client, if not the owner of the Site,
warrants that he has notified the owner of the implications of our services, that the presence or suspected presence of hazardous conditions on the Site may require reporting
under federal, state and/or local regulations and, if required, it will be the owners’ responsibility to report this
information to the regulatory agencies. Geocon will not assume the responsibility for reporting the presence and release of hazardous materials/wastes/conditions on the Site to regulatory agencies.

Additionally, the Client, if not the owner of the Site, recognizes that the discovery of hazardous conditions or suspected hazardous conditions may result in a significant reduction in value of the Site and has notified the owner(s) of the Site of the potential ramifications of this assessment.

The Client also recognizes that this discovery of hazardous conditions or suspected hazardous conditions may spur the Site owner(s), if not the Client or potentially impacted neighboring site owners, to institute action against Geocon, and Client waives any claim against Geocon to the extent not caused by the negligence or willful misconduct of Geocon, and, to the maximum extent permitted by law, agrees to

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defend, indemnify, and save Geocon harmless from any such claim, liability, and/or defense costs for injury or loss arising from Geocon’s discovery of unanticipated hazardous
materials or suspected hazardous materials, including, but not limited to, any costs created by delay of the project and any cost associated with possible reduction in the property’s value.

ARTICLE 7 – DISPOSAL OF MATERIAL
It is understood and agreed that, unless specifically
negotiated in writing, Geocon is not, and has no
responsibility as, a handler, generator, operator, treater or storer, transporter or disposer of hazardous or toxic
substances found or identified at the Site, and that Client shall undertake or arrange for, either directly or indirectly through subcontractors, the handling, removal, treatment, storage, transportation and disposal of hazardous
substances or constituents found or identified at the Site.

Where applicable, Geocon will dispose of remaining soil and rock samples sixty (60) days after submission of the report covering those samples. Further storage or transfer of
samples can be made at Client’s expense upon Client’s prior written request.

ARTICLE 8 – GENERAL CONTRACTOR’S

PERFORMANCE
Geocon is not responsible for the general contractor’s
(“Contractor”) means, methods, techniques or sequences
during the performance of its work. Geocon will not
supervise or direct Contractor’s work, nor be liable for any failure of Contractor to complete its work in accordance with the project’s plans, specifications and applicable codes, laws and regulations. Client understands and agrees that Contractor, not Geocon, has sole responsibility for the safety of persons and property at the Site.

ARTICLE 9 – CONDITIONS OF

ASSESSMENT SERVICES
Where applicable, the Client should recognize that any
assessment services performed in support of this
Agreement shall not be considered and/or construed as a comprehensive site characterization. The findings and
conclusions in such reports will be predicated on the
information obtained through conducting the services
outlined in the written scope of services.

It should also be recognized that the services performed should not be interpreted as a statistical evaluation of the Site, but are rather intended to provide a preliminary
indication of impacts to the Site from the possible usage, generation, or release of hazardous contaminants. Also, if no significant indicators of the presence of hazardous
contaminants are encountered during our services, this does not preclude the presence of hazardous contaminants on the Site. A statistical evaluation of the Site would include a comprehensive sampling effort and laboratory analysis
program to provide a basis for estimating the potential for the presence of hazardous contaminants with a numerical confidence value.

The services shall only be deemed conclusive with respect to the tasks performed and the information obtained. No guarantee of the results of the services is implied within this Agreement.

ARTICLE 10 – CHANGED CONDITIONS
If Geocon discovers conditions or circumstances that it did not contemplate (“Changed Conditions”) at the time of this Agreement, it will give Client written notice of the
Changed Conditions. Client and Geocon will then
negotiate an appropriate amendment to this Agreement, or agree to perform such services on an additional services basis, in accordance with the hourly rates set forth in the Schedule of Fees attached hereto as Exhibit 2. If Geocon and Client cannot agree upon an amendment or
performance of such services on an additional services
basis within thirty (30) days after the notice, Geocon may terminate this Agreement and be compensated as set forth herein in Article 14, “Termination.”
ARTICLE 11 – CERTIFICATIONS
Client will not require Geocon to execute any certification regarding services performed or work tested or observed unless: 1) Geocon believes that it has performed sufficient services to provide a sufficient basis to issue the
certification; 2) Geocon believes that the services performed and work tested or observed meet the criteria of the
certification; and, 3) Geocon has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by Geocon is limited to the expression of a professional opinion based upon the services performed by Geocon, and does not constitute a warranty or guarantee, either express or implied. Client agrees not to condition the resolution of any dispute upon Geocon signing a certification.

ARTICLE 12 – OWNERSHIP AND

LIMITATIONS OF DOCUMENTS
Unless otherwise specified in this Agreement or in an
Addendum, and provided that Geocon has been fully paid
for its services, Client shall have the right to use the documents, maps, photographs, drawings and specifications resulting from Geocon’s efforts on the project, for purposes reasonably contemplated by the parties. Geocon shall have the right, but shall not be obligated, to retain copies of all such materials and shall have the right to use the same for any purpose, unless such use would be expected to cause harm to Client. Client shall specify in advance, in writing, and be charged for all arrangements for special or

Client’s Initials Page 6 of 9 Geocon’s Initials
extended-period maintenance of such materials by Geocon.

Geocon retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its services.

The information contained in reports generated by Geocon is only valid as of the date of issue and as the information relates to the Site and services performed. The information presented in the reports must not be relied upon for
purposes other than those conveyed therein. Other parties relying on the information contained in the reports are subject to the terms and conditions of this Agreement.

Re-use of any material described by Client, including
provision or publication to third parties, on extensions of this project or on any other project without Geocon’s
written authorization shall be at Client’s and third parties’ risk, and Client agrees to indemnify, defend, and hold
harmless Geocon from all claims, damages, and expenses, including attorneys’ fees, arising out of such unauthorized re-use to the fullest extent permitted under California law.

ARTICLE 13 – BILLING AND PAYMENT
Client will pay Geocon in accordance with the procedures indicated in the Proposal and its attachments. Invoices will be submitted to Client by Geocon, and will be due and
payable upon presentation. Payment shall not be
contingent upon Client’s compensation for these services from their client or other third party. If Client objects to all or any portion of any invoice, Client will so notify Geocon in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay, when due, that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written
notification described above, the balance as stated on the invoice will be paid.

Invoices are delinquent if payment has not been received within thirty (30) days from date of invoice. Client will pay an additional charge of one-and-one-half (1.5) percent per month (or the maximum percentage allowed by law,
whichever is higher) on any delinquent amount, excepting any portion of the invoiced amount in dispute and resolved in favor of Client. Payment thereafter will first be applied to accrued interest and then to the principal unpaid amount. All time spent and expenses incurred (including any attorney’s fees and costs) in connection with collection of any
delinquent amount will be paid by Client to Geocon per
Geocon’s current fee schedule. In the event Client fails to pay Geocon within sixty (60) days after invoices are
rendered, Client agrees that Geocon will have the right to declare Client in major breach of this Agreement and cease all work on the project. At Geocon’s option, Geocon may waive said major breach upon payment by Client of all
arrearages and outstanding invoices.

ARTICLE 14 – TERMINATION
This Agreement may be terminated by either party seven
(7) days after written notice in the event of any breach of any provision of this Agreement or in the event of
substantial failure of performance by the other party, or if Client suspends the work for more than three (3) months.

In the event of termination, Geocon will be paid for
services performed prior to the date of termination plus reasonable termination expenses, including, but not limited to the cost of completing analyses, records, and reports necessary to document job status at the time of termination.

If Geocon for any reason does not complete all of the
services contemplated by this Agreement, Geocon cannot
be responsible for the accuracy, completeness, or
workability of the contract documents prepared by Geocon if used, changed, or completed by Client or by another
party. Accordingly, Client agrees, to the fullest extent permitted by law, to indemnify and hold Geocon harmless from any and all claims, liability, or cost (including
reasonable attorneys’ fees and defense costs) for injury or loss arising or allegedly arising from such use, completion, or any unauthorized changes made by any party to any
contract documents prepared by Geocon pursuant to this
Agreement.

ARTICLE 15 – RISK ALLOCATION
Many risks potentially affect Geocon by virtue of entering into this Agreement to perform professional engineering services on behalf of Client. The principal risk is the potential for human error by Geocon. In order for Client to obtain a lower fee from Geocon, among other benefits, and in order for Geocon to reduce its residual risk created by providing services to Client, Client and Geocon agree as follows:

1. Client and Geocon shall allocate certain of the risks so that, to the fullest extent permitted by law, Geocon’s
(the term “Geocon” includes Geocon’s partners,
officers, directors, employees, agents, affiliates,
subcontractors and subconsultants) total aggregate
liability to Client is limited to the greater of $60,000 or the total compensation received from Client by Geocon
for services rendered on this project for any and all of Client’s injuries, damages, claims, losses, expenses, or claim expenses arising out of this Agreement from any
cause or causes, including attorneys’ fees and costs
which may be awarded to the prevailing party, and
Client agrees to indemnify and hold harmless Geocon
from and against all liabilities in excess of the
monetary limit established above;

2. Client and Geocon shall allocate certain of the other risks so that, to the fullest extent permitted by law,
Client shall limit Geocon’s total aggregate liability to all

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third parties, including contractors, subcontractors of all tiers, materialmen, and others involved in Client’s
project, as well as persons and other entities
not involved in the project, to the greater of $120,000 or the total compensation received from Client by
Geocon for services rendered on this project for any
and all injuries, damages, cause or causes, including
attorneys’ fees and costs which may be awarded to the
prevailing party, and Client agrees to indemnify
and hold harmless Geocon from and against all
liabilities in excess of the monetary limit
established above, including all liability incurred
by Geocon for acts, errors, or omissions,
pursuant to entering into agreements with third
parties on behalf of Client in order to obtain
access or entry onto property not owned by
Client. Client agrees to notify all contractors
and subcontractors of any limitation of
Geocon’s liability to them, and require them to
abide by such limitation for damages suffered by any
contractor or subcontractor arising from Geocon’s
actions or inactions. Neither the contractor nor any
subcontractor assumes any liability for damages to
others which may arise on account of Geocon’s actions
or inactions; and

3. Client understands that dollar limits higher than those indicated may be available. If Client wishes to discuss other limits, and the resulting impact on Geocon’s
retained risk and fee, Client shall so notify Geocon in writing. If Client fails to issue such notification prior to accepting this Agreement, through signature or, without signature, by verbally or in writing authorizing Geocon to commence services, Client shall be deemed to have
accepted the limits indicated above.

Limitations on liability and indemnities in this Agreement are business understandings between the parties
voluntarily and knowingly entered into, and shall apply to all theories of recovery including, but not limited to, breach of contract, warranty, tort (including negligence), strict or statutory liability, or any other cause of action, except for willful misconduct or gross negligence. The Parties also agree that Client will not seek damages in excess of
limitations indirectly through suits with other parties who may join Geocon as a third party, nor by an award or
attorneys’ fees and costs to the prevailing party in excess of the aggregate liability agreed upon herein by the parties. “Parties” means Client and Geocon and their partners,
officers, directors, employees, agents, affiliates,
subcontractors and subconsultants.

Both Client and Geocon agree that they will not be liable to each other, under any circumstances, for special, indirect, consequential, or punitive damages arising out of or
related to this Agreement. This provision takes precedence over any conflicting provisions of this Agreement.

ARTICLE 16 – INDEMNIFICATION
If any claim is brought against Geocon, its employees,
agents, and subcontractors and/or Client by a third party, relating in any way to the services, the contribution and indemnification rights and obligations of Geocon and
Client, subject to Article 15 entitled “Risk Allocation,” such claim shall be determined as follows:

1. If any negligence, breach of contract, or willful
misconduct of Geocon caused any damage, injury, or
loss claimed by the third party, then Geocon and Client shall each indemnify the other against any loss or
judgment on a comparative responsibility basis under
comparative negligence principles (Client
responsibility to include that of its agents, employees, and other contractors); and

2. Unless Geocon was liable for negligence, breach of
contract, or willful misconduct which in whole or in
part, caused the damage, injury, or loss asserted in the third party claim, Client shall indemnify Geocon
against the claim, liability, loss, legal fees, consulting fees, and other costs of defense reasonably incurred.

Notwithstanding the foregoing, for any claim alleging
Geocon’s negligent performance of professional services, Geocon’s obligations regarding Client’s defense under this Section shall be limited solely to the reimbursement of Client’s reasonable defense costs incurred, in proportion to the extent determined by a trier of fact to have been actually caused by the negligence or willful misconduct of Geocon.

ARTICLE 17 – THIRD PARTY RELIANCE
If Client requests that Geocon’s work product be relied upon by a third party, including, but not limited to, a lender, Client specifically agrees to provide the third party with a copy of this Agreement and Geocon’s Reliance Letter template (to be furnished upon request) and Client agrees to limit Geocon’s total liability to Client and any third party as described in the section entitled “Risk Allocation” above. Furthermore,
Client agrees to defend and indemnify Geocon from any and all third party claims, damages, costs, and losses arising out of or in any way related to such third party’s reliance on the services that are the subject of this Agreement, per the above-referenced sections entitled “Risk Allocation” and “Indemnification.” Any third party which accepts Geocon’s work product does so under the strict understanding that the third party is bound by all provisions in this Agreement including, but not limited to, the provisions of the “Risk Allocation” and “Indemnification” sections above, and this section, as though the third party was a signatory thereto. In addition, every report, recommendation, finding, or
conclusion issued by Geocon shall be subject to the
limitations stated therein.

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ARTICLE 18 – INSURANCE
Geocon and Client agree to maintain during the
performance of the services: (1) statutory Workers’
Compensation coverage, (2) Commercial General Liability coverage in the sum of not less than $1,000,000 per
occurrence and $2,000,000 in the aggregate, and (3)
Automobile Liability insurance coverage in the sum of not less than $1,000,000 single limit.

ARTICLE 19 – PREVAILING WAGE OBLIGATIONS
Client shall notify Geocon in writing if the services subject to this Agreement constitutes a “public work” under any and all federal, state, and/or local prevailing wage laws, and/or living wage laws and/or ordinances, including, but not limited to, the Davis-Bacon Act and the provisions of California Labor Code § 1720 et seq. In addition, Client shall notify Geocon if Geocon is obligated by statute, any public contracting authority, and/or a developer to pay prevailing wages and benefits and/or any other
predetermined wages or benefits (collectively, “prevailing wage obligations”). In the event that Geocon must adhere to federal, state, and/or local prevailing wage obligations for work performed, Client shall provide Geocon with any and all prevailing wage determinations applicable to the work to be performed by Geocon. Client understands and
agrees that Geocon’s fee for services performed under this Agreement will be calculated, in part, on the basis of
representations by Client regarding the existence and
amount of any and all prevailing wage obligations and that, if such obligations exist, Geocon’s fee might be different.

Client shall also be responsible for informing Geocon
within ten (10) days of commencement of services whether certified payroll records are required to be submitted.

Client further understands and agrees that Geocon will rely on the representations made by Client with regard to
prevailing wage obligations and Client agrees to defend, indemnify and hold harmless Geocon against any and all
claims, liabilities, suits, demands, losses, costs, and expenses, including but not limited to, reasonable
attorneys’ fees and all legal expenses and fees, fines, penalties, or sanctions, arising from Geocon’s reliance upon Client’s representations regarding prevailing wage obligations.

ARTICLE 20 – ASSIGNMENTS
Neither party to this Agreement shall assign its rights, duties, and obligations hereunder without the prior written consent of the other party.

ARTICLE 21 – CONFIDENTIALITY
Geocon, upon Client’s request, shall have its employees, agents, and subcontractors sign reasonable and customary confidentiality agreements furnished by Client.

ARTICLE 22 – DELAYS
In the event that Geocon field or technical work is suspended due to causes outside of its control, Geocon shall be
equitably compensated (in accordance with Geocon’s current schedule of fees and conditions) for the additional labor, equipment, and other charges associated with maintaining its workforce and equipment available during the suspension (if directed to do so by the Client), or at the Client’s option, for such similar charges that are incurred by Geocon for
demobilization and subsequent remobilization. In no event shall Geocon be required to maintain a field force in standby status in the field for a period of five (5) calendar days.

ARTICLE 23 – MEDIATION/ARBITRATION
In an effort to resolve any conflicts (other than payment disputes) that arise during the design and construction of the project or following the completion of the project, arising out of or relating to this Agreement, or the breach thereof, which cannot be settled through direct discussions, Client and Geocon agree to first endeavor to settle the dispute in an amicable manner by non-binding mediation administered by J.A.M.S. or the American Arbitration Association under its Construction Industry Mediation Rules, before resorting to arbitration. Thereafter, any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by J.A.M.S. or the American Arbitration Association in
accordance with its Commercial Arbitration Rules, and
judgment upon the Award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The Parties agree to share the mediator’s and arbitrator’s fees equally. If the dispute is arbitrated, the arbitrator may include in any award the right to recover mediator and
arbitrator fees, along with any other recoverable costs. The prevailing party in any arbitration may, in the arbitrator’s discretion, be entitled to an award of attorneys’ fees incurred in arbitrating the dispute.

The Client and Geocon further agree to include a similar mediation/arbitration provision in all agreements with
independent contractors and consultants retained for the project and to require all independent contractors and
consultants also to include a similar mediation provision in all agreements with their subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution among the parties to all those agreements.

ARTICLE 24 – FAIR CONSTRUCTION
This Agreement will be construed as a whole in accordance with its fair meaning and without regard to California Civil Code §1654 or similar statutes.

Client’s Initials Page 9 of 9 Geocon’s Initials
ARTICLE 25 – GOVERNING LAW, WAIVER

AND SURVIVAL
The law of the State of California will govern the validity of this Agreement, its interpretation and performance.

Waiver by either party of any breach of this Agreement will not constitute a waiver of any subsequent breach of the same or any other provision.

If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Risk allocation and indemnities will survive termination or failure of this Agreement for any cause.

The parties have read or had the opportunity to read the foregoing, including all attachments, addendums, and
exhibits hereto, have had an opportunity to discuss the same, completely understand the terms, and willingly enter into this Agreement which will become effective on the date signed below by Client.

ACKNOWLEDGMENT
CLIENT:

Authorized By:

Print Name:

Title:

Date:

GEOCON WEST, INC.

Authorized By:

Print Name:

Title:

Date:

2023 SCHEDULE OF FEES

PROFESSIONAL SERVICES
Word Processor/Non-Technical Assistant/Draftsman/Dispatcher .................................................................................................... $95/hr Engineering Assistant/Lab Technician. ............................................................................................................................................. 95/hr Engineering Field Technician (Earthwork/Compaction Testing/Backfill) ........................................................................................ *85/hr Special Inspector (Concrete, Rebar, Masonry, Welding, etc.) .......................................................................................................... *90/hr Engineering Inspector (Bottom Approval / Shoring / Foundations / Piles) ....................................................................................... *110/hr LA City Deputy Grading Inspector (Bottom Approval / Shoring / Foundations / Piles) .................................................................. *125/hr Staff Engineer/Geologist ................................................................................................................................................................... *125/hr Senior Staff Engineer/Geologist ....................................................................................................................................................... *135/hr Project Engineer/Geologist ............................................................................................................................................................... *145/hr Senior Project Engineer/Geologist .................................................................................................................................................... *155/hr Senior Engineer/Geologist ................................................................................................................................................................ *175/hr Associate Engineer/Geologist ........................................................................................................................................................... *200/hr Principal Engineer/Geologist/Litigation Support .............................................................................................................................. 400/hr Attorney Fees (General) .................................................................................................................................................................... 500/hr Deposition or Court Appearance ....................................................................................................................................................... 550/hr Overtime/Saturday Rate/Night Rate (7pm – 6am w/ 8-Hour minimum per call out) ....................................... 1.5 X Regular Hourly Rate Sunday and Holiday Rate ..................................................................................................................................... 2 X Regular Hourly Rate Minimum Field Services Fee per call-out, 4 Hours (if 4 hours or less), 8 Hours (if more than 4 hours and less than 8 Hours) Short-Notice Cancellation, 4 Hours (if after 4 pm of the day prior to the scheduled inspection time) Short-Notice Cancellation, 4 Hours (upon or after arrival at jobsite) *Prevailing Wage (PW) California Labor Code §1720, et. Seq add $50/hr TRAVEL
Personnel ......................................................................................................................................................................... Regular Hourly Rate Subsistence (Per Diem) .................................................................................................................................................................... $300/day Vehicle Mileage ............................................................................................................................................................................. 0.75/mile

EQUIPMENT, MATERIALS, & ANALYTICAL TESTS
Nuclear Density Gauge / Sand Cone Testing Equipment ....... $10/hr 55-Gallon Drum .................................................................... 120/ea Vehicle ..................................................................................... 10/hr Visqeen (6 mil 20X100’) ..................................................... 135/roll Special Inspection Equipment ................................................... 5/hr Traffic Cones/Barricades ......................................................35/day Asphalt Cold Patch/Concrete ................................................ 30/bag TPHg(EPA 8015B) ................................................................. 70/ea Double Ring Infiltrometer Equipment ................................ 200/day TPHd/TPHmo .................................................. (EPA 8015M) 75/ea GPS Unit ............................................................................. 160/day TPH Carbon Chain Breakdown .................... (EPA 8015M) 110/ea Pick-up Truck ..................................................................... 150/day Water Buffalo........................................................................ 75/day Dynamic Cone Penetrometer .............................................. 400/day Methanol and/or Ethanol (EPA 8015M) ............................... 125/ea Volatile Organic Compounds ....................... (EPA 8260B) 125/ea Semi-Volatile Organic Compounds .................. (EPA 8270) 225/ea Hand-Auger .......................................................................... 50/day PAHs (EPA 8270SIM) ......................................................... 185/ea Distilled Water (5-gallon) ...................................................... 20/ea Bailer (Reusable) .................................................................. 35/day CAM 17 Metals (EPA 6010B) ............................................. 170/ea Single Metal .................................................... (EPA 6010B) 30/ea Bailer (Disposable) ................................................................. 15/ea Hexavalent Chrome (EPA 7199) ............................................ 75/ea Stainless Sampling Pump ................................................. $150/day Battery-Powered Pump ........................................................ 75/day Organochlorine Pesticides (EPA 8081) ................................ 110/ea Organophosphorus Pesticides (EPA 8141) ........................... 125/ea Water Level Indicator .......................................................... 40/day Interface Probe ................................................................... 125/day Photo-Ionization Meter ...................................................... 150/day Combustible Gas Meter ..................................................... 150/day Chlorinated Herbicides (EPA 8151) ..................................... 125/ea PCBs (EPA 8082) ................................................................... 95/ea Soil pH (EPA 9045C) .............................................................. 20/ea WET or TCLP Extraction ....................................................... 85/ea pH/Conductivity/Temperature Meter ................................. 150/day Turbidity Meter .................................................................... 80/day Air Sampling Pump .............................................................. 80/day Level D PPE/Decon Rinse Equipment ................................. 50/day Concrete Coring Equipment ............................................... 285/day Generator or Air Compressor ............................................. 150/day EPA 5035 Sample Kits ........................................................... 40/ea Asbestos (PLM) ...................................................................... 25/ea Asbestos (400-point count) ...................................................... 50/ea Sample Compositing ................................................ 20/composite 48-hour Turnaround Time ....................................... 60% surcharge 72-hour Turnaround Time ....................................... 40% surcharge

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LABORATORY TESTS*

COMPACTION CURVES SOIL AND AGGREGATE PROPERTIES
(D698/D1557/T99/T108) 4-inch mold................................ $300/ea (D422/T88) Particle Size, Hydrometer w/out Sieve ............ $250/ea (D698/D1557/T99/T108) 6-inch mold.................................. 300/ea (C136/D6913/T27) Sieve, Coarse to Fine w/ #200 Wash ..... 175/ea (CT 216) California Impact .................................................. 300/ea (C136/D6913/T27) Sieve, Coarse or Fine w/ #200 Wash ..... 150/ea Check Point........................................................................... 125/ea (C136/D6913/T27) Sieve, Coarse or Fine No #200 Wash .... 125/ea (D1632/CT312) Soil Cement Cyl. Fabrication (Set of 3) ... 200/set (C117/D1140/T11) Materials Finer than #200 ...................... 115/ea (D1632/CT312) Soil Cement Cyl. Fabrication (Addtl. Spec.) 75/ea (D2216/T265/CT226) Moisture Content ................................. 40/ea (D1633/CT312) Soil Cement Comp. Strength (Set of 3) .... 350/set (D2487/D2488) Visual Soil Classification .............................. 40/ea (D1633/CT312) Soil Cement Comp. Strength (Addtl. Spec.) 125/ea (D2937) Density of In-Place Soil, Drive-Cyl. Method ........... 50/ea SOIL AND AGGREGATE STABILITY (D4943) Shrinkage Factors of Soils, Wax Method ................. 75/ea (D2844/CT301) Resistance Value ...................................... $350/ea (C131/C535/CT211) L.A. Abrasion Resistance .................. $250/ea (D2844/CT301) Resistance Value, Treated .......................... 350/ea (C142/T112) Clay Lumps and Friable Particles .................... 155/ea (D1883) California Bearing Ratio ........................................ 600/ea SOIL AND AGGREGATE PROPERTIES (CONTD.) (C977) Stabilization Ability of Lime .................................... 185/ea (C123/T113) Light Weight Particles ..................................... 250/ea (D1883) Calif. Bearing Ratio (Army Corp of Engineers) .... 600/ea (D3744/CT229/T210) Durability Index Fine ........................ 200/ea CHEMICAL ANALYSIS (D3744/CT229/T210) Durability Index Coarse .................... 200/ea (G187/CT643/T288) pH and Resistivity ............................. $175/ea (CT227) Cleanness Value ..................................................... 200/ea (D4972/T289) pH Only .......................................................... 75/ea (D4791) Flat & Elongated Particles ...................................... 175/ea (CT417) Sulfate Content ....................................................... 125/ea (D693/CT205) Percent Crushed Particles ............................. 200/ea (CT422) Chloride Content .................................................... 125/ea (D5821) Percent. of Fractured Particles, Coarse Aggregate .. 200/ea (D2974) Organic Content ..................................................... 100/ea (C40/CT213/T21) Organic Impurities ................................... 100/ea PERMEABILITY, CONSOLIDATION AND EXPANSION (C235) Soft Hardness (Scratch Hardness) ............................ 125/ea (D5084) Permeability, Flexible Wall .................................. $270/ea (C88/CT214/T104) Sulfate Soundness ................................. 500/ea (D5856) Permeability, Rigid Wall ........................................ 260/ea (C1252/T304) Uncompact. Void Content, Fine Aggregate ... 175/ea (D2434) Permeability, Constant Head .................................. 280/ea (C127/CT206/T85) Coarse Specific Gravity ......................... 150/ea (D2434) Permeability, FHA Slab-on-Grade ......................... 110/ea (C128/CT207/T84) Fine Specific Gravity............................. 175/ea (D2434) Permeability, Hourly ................................................ 55/ea (D854/CT209/T100) Specific Gravity of Soil ....................... 200/ea (D2435/T216) Consolidation (6 pts. w/ Unload) ................ $400/ea (C29/CT212/T19) Unit Weight & Percent Voids ................. 125/ea (D2435/T216) Consolidation Additional Point w/ Unload ... $90/ea (D2419/CT217/T176) Sand Equivalent ................................ 150/ea (D4546) Swell/Compression Testing & Density .................. 125/ea (D4318/CT204/T89/T90) Plastic Index (Plastic/Liq. Limit) 250/ea (D4546) Swell/Settlement Testing & Density (ea. addtl. pt.) 85/ea (D4318/CT204/T89) Liquid Limit ........................................ 125/ea (D4546) Swell/Settlement Testing & Density (County) ....... 100/ea (D4318/CT204/T90) Plastic Limit ........................................ 125/ea (D4546) Swell/Settlement Testing & Density (FHA) ............ 90/ea (C330) Spec. for Lightweight Aggregates, Struc. Concrete ... Quote (D4829) Expansion Index of Soils ........................................ 250/ea SHEAR STRENGTH STEEL TESTING (D2166) Unconfined Compression ..................................... $100/ea Reinforcing Steel Tests: (D3080/T236) Direct Shear (3 points) ................................ 350/set (A370) Tensile Strength & Elongation (D3080/T236) Direct Shear Addtl. Points/ea. residual pass $125/ea #11 Bar & Smaller ............................................... $100/ea (D2850) Unconsolidated-Undrained Triaxial Shear .............. 115/ea #14 Bar ................................................................ $125/ea (D2850) Unconsolidated-Undrained Triaxial Staged ............ 160/ea #18 Bar (Proof Test) ........................................... $150/ea (D4767) Consolidated-Undrained Triaxial Shear.................. 265/ea (A370) Bend Test (D4767) Consolidated-Undrained Triaxial Staged ................ 340/ea #11 Bar & Smaller ................................................. $50/ea (EM1110) Consolidated-Drained Triaxial Shear .................. 375/ea #14 & #18 Bar ....................................................... $75/ea (EM1110) Consolidated-Drained Triaxial Staged ................. 480/ea (A370) Tensile - Mechanically Spliced Bar MASONRY**
#11 Bar & Smaller ............................................... $175/ea Concrete Block Test (Sets of 3 Required):
#14 Bar & Larger ................................................. $225/ea (C140) Unit Weight Moisture Content & Absorption ......... $350/ea (A370) Tensile – Electric Resist. Butt Splice w/ Control ..... 175/ea (C140) Moisture Content/Absorption (ea. addtl. specimen) 125/ea (A370) Straightening of bar (if required) ................................ 50/ea (C140) Compression Test ..................................................... 300/ea Structural Steel Tests: (C140) Compression Test (ea. addtl. specimen) .................. 125/ea (A370) Machining & Prep of Test Specimen ............... Cost + 20% (C426) Linear Drying Shrinkage ........................................... 350/ea (A370) Tensile Strength & Elongation (C109/UBC 21-16) Mortar Cylinder (2”x4”) ......................... 30/ea Up to 200,000 lbs ................................................. $125/ea (C942) Grout Prism (3”x3”x6”), trimming included ............... 35/ea 200,000 – 300,000 lbs ............................................ 150/ea Masonry Prism (Assemblage):
300,000 – 400,000 lbs ........................................................... 175/ea (C1314) 8”x8”x16” – 8”x12”x16” ..................................... $200/ea Pre-stressing Wire & Tendon Tests: (C1314) 8”x16”x16” – 10”x12”x16” ................................... 225/ea (A421) Tensile Strength, Single Wire................................. $175/ea (C1314) 12”x12”x16” – 12”x16”x16” ................................. 250/ea (A416) Tensile Strength, 7-Wire Strand ............................. $200/ea (C1314) Larger than 12”x16”x16” ........................................ Quote

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LABORATORY TESTS* (CONTINUED)
High Strength Bolt, Nut, & Washer Tests: Brick Test (Set of 5 Specimens):
(A325/A490) Tensile Test on Bolts .................................... $100/ea (C67) 24-Hour Absorption, Cold Water ............................. $250/set (A563) Proof Load Test on Nuts ........................................ $100/ea (C67) 5-Hour Absorption, Boiling Water .......................... $250/set (A325/A490) Hardness Test on Bolts ................................... $50/ea (C67) Compression Test or Modulus of Rupture ............... $300/set (A536) Hardness Test on Nuts .............................................. $50/ea (C67) Each Additional Specimen ........................................ $100/ea (F436) Hardness Test on Washers ........................................ $50/ea CONCRETE** Weld Specimen Tests: Mix Designs:
(E164) Ultrasonic Examination .............................. Quote (ACI211/ACI214) Concrete Mix Design ............................ $450/ea Machining & Prep of Test Specimen ............................ Cost + 20% (ACI211/ACI214) Review of Concrete Mix Design ........... $450/ea (E381) Macrotech Test (3 Faces) ............................................ $355 (C192) Concrete Trial Mix (includes equipment & labor) .. $650/ea ASPHALT TESTING Concrete Properties:

Asphalt Properties: (C39/CT521/T22) Comp. Strength, Concrete Cyl................. $30/ea (D2726/CT308/T166) Bulk Spec. Grav. Compacted HMA $100/ea (C42/CT521/T22) Comp. Strength, Concrete/Gunite Core ... $60/ea (D1560/CT366) Stabilometer Value (HVEEM) ................ $225/ea (C78/CT523) Flex. Strength of 6”x6”x21” Concrete Beam .. 125/ea (D2041) Theoretical Max Specific Gravity ........................ $200/ea (C174) Length Measuring of Drilled Cores ........................ $100/ea (D5444) Sieve Analysis of Extracted Asphalt .................... $250/ea (C1140) Shotcrete Panel-Coring & Testing (Set of 3) ....... $350/set (D6307/CT382) Percent Asphalt, Ignition Method............. $175/ea (C1140) Shotcrete Panel (each addtl. specimen) ................. $125/ea (D1188) Unit Weight of Asphalt Core .................................. $95/ea (C496) Static Modulus of Elasticity .................................... $250/ea MISCELLANEOUS TESTING SERVICES (C496) Drying Shrinkage (Set of 3, up to 28 days) ............ $650/set Calibration of Hydraulic Ram: (C642) Spec. Gravity, Absorp., Voids in Hardened Concrete . 95/ea 100 Ton & Under ................................................................ $250/ea 101 Tons – 200 Tons ............................................................ 350/ea (F1869) Vapor Emission Rate, Concrete Subfloor .................. 50/ea Use of Universal Testing Machine:

UTM with One Operator .................................................... $400/ea Additional Technician ...................................... Regular Tech Rate Spray Applied Fireproofing:
(E605/E736) Fireproofing Oven Dry Density/Thickness ... $125/ea *2X Surcharge on rush turn-around for laboratory testing. **Fee applies for sample storage, testing, or disposal.

1. Listed are typical charges for the services most frequently performed by Geocon. Prices for unlisted services as well as special quotations for programs involving volume work will be provided upon request. Laboratory test prices shown are for laboratory work only, and include reporting of routine results not calling for comments, recommendations or conclusions.

2. Sampling and testing is conducted in substantial conformance with the latest applicable or designated specifications of the American Society for Testing and Materials, Caltrans, American Association of State Highway and Transportation Officials, or other pertinent agencies.

3. Saturday, night work, and overtime hours are charged at time and one-half; Sundays and holidays at double time. Per diem is $155.00 per day when location of work dictates.

4. Equipment and materials will be billed at cost plus 15%. Outside services including subcontractors and rental of special equipment are billed at cost plus 15%. Hourly services are billed portal to portal from closest office in accordance with the stated hourly rates herein, with a minimum two-hour charge

5. Invoices will be submitted at four-week intervals. Terms of payment are met upon presentation of invoice. Invoices become delinquent thirty (30) days from invoice date and subject to one and one-half percent (1-1/2%) service charge per month, or the maximum rate allowed by law, whichever is lower. If Client objects to all or any portion of any invoice, Client will so notify Geocon in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. Payment on delinquent invoices will first be applied to accrued interest and then to the principal amount. All time spent and expenses incurred (including any attorney's fees and costs) in connection with collection of any delinquent amount will be paid by Client to Geocon per Geocon's current fee schedule.

6. Client and Geocon shall allocate certain of the risks so that, to the fullest extent permitted by law, Geocon’s (the term “Geocon” includes Geocon’s partners, officers, directors, employees, agents, affiliates, subcontractors and subconsultants) total aggregate liability to Client is limited to the greater of $60,000 or the total compensation received from Client by Geocon for services rendered on this project, for any and all of Client’s injuries, damages, claims, losses, expenses, or claim expenses arising out of this Agreement from any cause or causes, including attorneys’ fees and costs which may be awarded to the prevailing party, and Client agrees to indemnify and hold harmless Geocon from and against all liabilities in excess of the monetary limit established above.

7. Client and Geocon shall allocate certain of the other risks so that, to the fullest extent permitted by law, Client shall limit Geocon’s total aggregate liability to all third parties, including contractors, subcontractors of all tiers, materialmen, and others involved in Client’s project, as well as persons and other entities not involved in the project, to the greater of $120,000 or the total compensation received from Client by Geocon for services rendered on this project, for any and all injuries, damages, cause or causes, including attorneys’ fees and costs which may be awarded to the prevailing party, and Client agrees to indemnify and hold harmless Geocon from and against all liabilities in excess of the monetary limit established above, including all liability incurred by Geocon for acts, errors, or omissions, pursuant to entering into agreements with third parties on behalf of Client in order to obtain access or entry onto property not owned by Client. Client agrees to notify all contractors and subcontractors of any limitation of Geocon’s liability to them, and require them to abide by such limitation for damages suffered by any contractor or subcontractor arising from Geocon’s actions or inactions. Neither the contractor nor any subcontractor assumes any liability for damages to others which may arise on account of Geocon’s actions or inactions.

(Client/Name of Entity or Person)
Date: ____________________
Geocon West, Inc.
500 North Victory Boulevard
Burbank, CA 91502
Subject: GEOCON PROPOSAL NO.: ________________________________________ CLIENT PROJECT NO.: ________________________________________ PROJECT LOCATION: ________________________________________ ________________________________________
Dear Geocon West, Inc.:
________________________________________ (“Client/Entity”) has requested that Geocon West, Inc. (“Geocon”) provide professional engineering, environmental or health sciences services relative to the above project. Client/Entity has been advised by Geocon that California Business and Professions Code §6749 requires that the client execute a contract setting forth the relevant contract terms prior to Geocon commencing any work or performing any services for the benefit of Client/Entity relative to the subject project.

I hereby state that I am a duly authorized agent or representative Client/Entity and that I am fully empowered to and do knowingly waive the provisions of Business and Professions Code §6749 on behalf of Client/Entity and request that Geocon commence work and perform the professional services outlined in the subject Geocon Proposal dated ______________.

Very truly yours,
By: ________________________________________
Authorized Agent/Representative
of: ________________________________________

§ 6749 Professional engineer; written contract for services; contents (a) A professional engineer shall use a written contract when contracting to provide professional engineering services to a client pursuant to this chapter. The written contract shall be executed by the professional engineer and the client, or his or her representative, prior to the professional engineer commencing work, unless the client knowingly states in writing that work may be commenced before the contract is executed. The written contract shall include, but not be limited to, all of the following:
(1) A description of the services to be provided to the client by the professional engineer.
(2) A description of any basis of compensation applicable to the contract, and the method of payment agreed upon by the parties.
(3) The name, address, and license or certificate number of the professional engineer, and the name and address of the client.
(4) A description of the procedure that the professional engineer and the client will use to accommodate additional services.
(5) A description of the procedure to be used by any party to terminate the contract. (b) This section shall not apply to any of the following:
(1) Professional engineering services rendered by a professional engineer for which the client will not pay compensation.
(2) A professional engineer who has a current or prior contractual relationship with the client to provide engineering services, and that client has paid the professional engineer all of the fees that are due under the contract. (3) If the client knowingly states in writing after full disclosure of this section that a contract which complies with the requirements of this section is not required. (4) Professional engineering services rendered by a professional engineer to any of the following:
(A) A professional engineer licensed or registered under this chapter. (B) A land surveyor licensed under Chapter 15 (commencing with Section 8700).
(C) An architect licensed under Chapter 3 (commencing with Section 5500). (D) A contractor licensed under Chapter 9 (commencing with Section 7000). (E) A geologist or a geophysicist licensed under Chapter 12.5 (commencing with Section 7800).
(F) A manufacturing, mining, public utility, research and development, or other industrial corporation, if the services are provided in connection with or incidental to the products, systems, or services of that corporation or its affiliates.
(G) A public agency.
(c) “Written contract” as used in this section includes a contract that is in electronic form.

PROFESSIONAL SERVICES AGREEMENT
(SWA Group, Inc. - Design Phase Engineering Services )
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 2nd day of May, 2023 (hereinafter, the “Effective Date”), by and between the CITY OF CUDAHY, a municipal corporation (“CITY”) and SWA GROUP, INC. (hereinafter, “CONSULTANT”). For the purposes of this Agreement CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably.

WHEREAS, CITY wishes to engage CONSULTANT to provide the following specialized services: design phase engineering for the preparation of plan, specifications, and estimates for Cudahy Los Angeles river area improvement project; and
WHEREAS, CITY’s in-house personnel is presently unable to perform the specialized services and tasks contemplated under this Agreement; and
WHEREAS, CONSULTANT possesses the specialized training, skill, expertise and experience required to perform the services contemplated under this Agreement; and WHEREAS, CONSULTANT agrees to perform the various services and tasks set forth under this Agreement subject to the terms and conditions set forth herein; and NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

I.

ENGAGEMENT TERMS

1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “A” (hereinafter referred to as the “Scope of Services”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”

1.2 TERM: This Agreement shall have a term of commencing from May 2, 2023 to June 30, 2024 unless CITY issues written notice of its intent to extend the term of this agreement. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.

1.3 COMPENSATION:

A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Services in accordance with the compensation schedule which is attached and incorporated hereto as Exhibit "B" (hereinafter, the “Approved Rate Schedule”).

B. Section 1.3(A) notwithstanding, CONSULTANT’s total compensation during the Term of this Agreement or any extension term shall not exceed the budgeted aggregate sum of $536,570 (hereinafter, the “Not-to-Exceed Sum”), unless such added expenditure is first approved by the CITY acting in consultation with the Superintendent and the Director of Fiscal Services. In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of the Term or any single extension term, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITY-approved amendment to the compensation terms of this Agreement.

1.4 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice.

CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY shall have the right to access and examine such records, without charge, during normal business hours. CITY shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVES: The CITY hereby designates the Public Works Director, Aaron Hernandez-Torres, (hereinafter, the “CITY Representatives”) to act as its representatives for the performance of this Agreement. The Superintendent shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement. CONSULTANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Gerdo Aquino, CoCEO / Principal to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement.

CONSULTANT Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative shall constitute notice to CONSULTANT.

COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS: CONSULTANT

2.3 agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT shall perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall perform all Work in a manner reasonably satisfactory to the CITY; C. CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.); D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; E. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
F. All of CONSULTANT’s employees and agents (including but not limited subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection. The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT’s own cost and expense and

without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT’s profession.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT CONTRACTOR: The Work shall be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant shall be promptly removed by CONSULTANT and shall not be re-assigned to perform any of the Work.

2.8 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the

performance of the Work. CONSULTANT’s compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements.

2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.

2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain polices of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT shall procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent.

Such CGL Coverage shall have minimum limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and limit shall apply separately in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability. See insurance requirements attachment for details.

B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT shall procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and shall be endorsed to include contractual liability.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY’s elected and appointed

officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All polices of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY. Accordingly, CONSULTANT warrants, represents and agrees that its shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.

IV.

INDEMNIFICATION

4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers.

4.4 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.5 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

4.6 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

V.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of five (5) calendar days prior written notice of CITY’s intent to terminate this Agreement. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 7.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.

CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation,

service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement. Prior to the expiration of the 3-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial 3- day cure period; or
ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY shall cure any Event of Default asserted by CONSULTANT within forty-five (45) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default

and that the Event of Default cannot be reasonably cured within the 45-day cure period.

The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT shall be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT shall require all subcontractors and subconslutants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT shall not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT:

SWA Group, Inc.

Attn: Gerdo Aquino, Co-CEO / Principal
811 W. 7th Street, 8 FI
Los Angeles, CA 90017
Phone: (213) 236-9090
Fax: (213) 236-9091
CITY:

City of Cudahy
Public Works Department Attn:

Aaron Hernandez- Torres
5220 Santa Ana Street
Cudahy, CA 90201
Phone: (323) 773-5143 ext. 228
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY.

Subcontracts (including without limitation subcontracts with subconsultants), if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.

6.13 NO THIRD PARTY BENEFIT: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

6.16 AMENDMENT: MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: ln the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control.

6.19 ENTIRE AGREEMENT: This Agreement including allattached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between CITY and CONSULTANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.15, above.

6.20 COUNTERPARTS: .This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.16, above. One fully executed original counterpart shall be delivered to CONSULTANT and the remaining two original counterparts shall be retained by ctw.
lN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF SWA lnc.7,
By:
er Gerdo Aquino, Co-CEO / Principal
Date Dale:512312023
c% 3n ?/

APPROVED AS TO FORM:

EXHIBIT “A”

SCOPE OF WORK

SWA l City of Cudahy Page 14 of 23 I 13
Scope of Work
Our Team recognizes that the task at hand is greater than simply improving the paths for cyclists or pedestrians or providing additional public amenities; there is a broader opportunity to improve the public perception of this portion of the LA River as an urban ecological corridor that promotes sustainability, environmental equity, and climate resiliency.

We will work with the City to establish thoughtful and
concentrated solutions with enhancement opportunities
most applicable to each site’s unique conditions and the community they serve.

The proposed leadership team for this proposal, Gerdo
Aquino (Co-CEO), Ying-yu Hung (Managing Principal), and Jeremy Klemic (Associate Principal) have accomplished a variety of tasks related to public spaces locally including along urban waterways, including: concept, design,
construction administration, and coordination. The first and most important step is to listen and understand; thus comprehending the City of Cudahy’s goals for revitalizing the Bike Path, creating community park space, promoting cultural values and instilling pride in these regional
amenities. Through a collaborative visioning process working with the city, SWA will gather the shared interests, goals, and opportunities for this project.

The project scope includes preparation of all necessary plans and to provide to the City a complete PS&E package ready for bidding. The following description of work defines the general project requirements. Associated tasks and
provisions necessary for a complete project within the
defined scope deliverables, but not specifically addressed herein will be undertaken within the proposed “Not to
Exceed” contract fee.

We have set forth the scope of services and proposed
schedule with a four-month timeline for delivery of this project from Preliminary Engineering (Design documents) to Bidding Documents (100% CD PS&E), with an estimated oneyear schedule for Construction.

TASK 1. PROJECT MANAGEMENT: KICKOFF/EXISTING CONDITIONS The purpose of this task is for SWA to gather the information necessary to perform the services outlined in this proposal, and establish goals with the City.

A. Attend a pre-design (kick-off) meeting with City
staff after the award of contract to conduct
introductions, discuss scope of work, information
needed from various City departments, overall
schedule and the implementation process.

Project Kick-Off: SWA will attend an in-person or virtual project kick-off meeting with the City to establish lines of communication, goals, define expectations and finalize
the proposed schedule. We will also seek information from the City regarding any local development stakeholders (as defined by the City Staff), and any ongoing efforts or plans for the bike path improvements.

Existing Conditions Analysis/Site Visit: Following the
meeting, The SWA team will perform a site walk with the City and other team members to review the project sites and further discuss the project components, goals, and
any items of potential concern discussed at the meeting.

While this site visit is optional for the City team, they are encouraged to attend.
b. Coordinate bi-weekly progress conference calls with
City staff to update the City of the project progress,
and schedule status. This is also a time for the SWA
team to ask any questions to the City or bring up any
design issues encountered.

Data request to the City of Cudahy may include:
• Plans - Localtransportation policies, guidelines,
adopted plans, and EIRs/EISs;
• Physical data - Any previously collected topographic, geologic, and hydrology data;
• Existing utility mapping (water, sewer, storm, gas &
electric) if available;
• Land use data, including parcel and right-of-way maps of public and private lands.
c. Coordinate meeting schedule to review the
preliminary design, 30%, 60%, 90%and 100%
submittals with City staff.

14 I Page 15 of 23 City of Cudahy I SWA
Scope of Work (cont.)
Project Meetings: will be coordinated with the appropriate City Staff and City designated Stakeholders and
agencies on a bi-weekly basis for review and
coordination of the design deliverables and schedule.
d. Provide a detailed project schedule with continuous
updates, and executive summary of project status to
be submitted with each monthly invoice.

Project Schedule: will include a breakdown (per week per day) of look ahead tasks and be maintained and updated on a bi-weekly basis for review and coordination during biweekly meetings. e. Maintain continuous awareness of the status of
each task as it proceeds and make provisions to
expedite and resolve any difficulties that may
impede progress.

Project Status: will be presented at bi-weekly meetings to ensure alignment of progress and upcoming deliverables. If unforeseen difficulties arise thatimpede progress City Staff will be immediately notified so that adjustments can be made prior to bi-weekly meetings accordingly.
f. Coordinate with City Staff the preparation and
submittal of quarterly project progress reports
and reimbursement request packages to Caltrans
throughout the design phase.

Caltrans Reports: quarterly reports will be supplemented with design progress information and verification of
fees/invoices incurred to date as required to effectively coordinate with City Staff.

Task 1 understanding (per site):

LA River Bike Path - Site 1:
• Concurrent meeting(s) and schedule alignment
• Provide project progress reports and findings
• Review scope and program elements with City Staff
• Provide project progress reports, discuss findings and coordinate Caltrans reports with City Staff
Cudahy River Park - Site 2:
• Concurrent meeting(s) and schedule alignment
• Review of existing, City provided, ‘shovel-ready’
construction documentation with City Staff to confirm
scope, program and elements
• Provide project progress reports, discuss findings and coordinate Caltrans reports with City Staff
Clara Bridge Slopes - Site 3:
• Concurrent meeting(s) and schedule alignment
• Provide project progress reports and findings
• Review scope and program elements with City Staff
• Provide project progress reports, discuss findings and coordinate Caltrans reports with City Staff
Otis Avenue Pocket Park - Site 4:
• Concurrent meeting(s) and schedule alignment
• Provide project progress reports and findings
• Review scope and program elements with City Staff
• Provide project progress reports, discuss findings and coordinate Caltrans reports with City Staff
Deliverables:
• Detailed Project Schedule;
• Existing Conditions/Site Observations Memo;
• Topographic Survey;
• Utility Information Request (to City);
• Meeting Memorandums and Progress Reports.

TASK 2. UTILITY COORDINATION
a. The Consultant shall ensure the final design is
compatible with all utilities within the project
area whether they are protected in place,removed,
installed,relocated, adjusted, or otherwise modified.

This includes contacting each affected agency
should be incorporated into the construction
schedule, if necessary.

Utility Verification: existing utilities will be mapped on a CAD baseplan to be used for design and construction
drawings. All adjustments to, protection of or proposed connections to existing utilities will be annotated accordingly in the final design.
b. Coordinate with the affected utility companies
within the project limits, and any applicable
agencies, as necessary, and notify the utility
company/agency of the project. Maintain a utility

SWA l City of Cudahy Page 16 of 23 I 15
Scope of Work (cont.)
contact matrix documenting contacts, coordination,
etc. with utility companies.

Utility Coordination: the appropriate agencies for existing utilities within the project limits will be notified of the project and communication documented accordingly.
c. Perform all necessary research to establish the
precise location of all utilities. All utilities (including overhead) must be identified and shown on the
plans.

Utility Research: verification of existing utilities (including overhead) and their locations will be mapped on a CAD
baseplan to be used for design and construction drawings. d. The preliminary and finals plans are to be sent to all affected utility companies.

Utility Coordination: the final City reviewed and approved plans will be shared with all utility companies with equipment or easements within the project scope of work.

Deliverables:
• Utility Information Request (to agencies);
• Utility information documentation;
• CAD baseplan of existing utilities for use in design.

Task 2 understanding (per site):

LA River Bike Path - Site 1:
• Utility information procurement and coordination
• Incorporation of Utility information into CAD baseplan Cudahy River Park - Site 2:
• Review of existing, City provided ‘shovel-ready’
construction documentation for inclusion of appropriate utility information for bidding and construction
• If deemed necessary, additional information to be
annotated on provided plans accordingly
Clara Bridge Slopes - Site 3:
• Utility information procurement and coordination
• Incorporation of Utility information into CAD baseplan Otis Avenue Pocket Park - Site 4:
• Utility information procurement and coordination
• Incorporation of Utility information into CAD baseplan TASK 3. PRELIMINARY ENGINEERING
As part of this phase, the SWA design team will brainstorm and collaborate with the City to establish preliminary design concepts. These concepts will be presented to the City Staff at the first bi-weekly meeting and reviewed for approval at a subsequent bi-weekly meeting. Continued coordination
/ communication between bi-weekly meetings may be
necessary to best determine design direction provided by the City’s initial commentary.
a. Environmental. The project is assumed to be a
categorical exemption.

Environmental: City to provide verification of environmental exemption if required for the preliminary design work to proceed.
b. Right-of-Way. All work is assumed to be within
existing public ROW. The design consultant shall
perform research on available right-of-way maps,
assessor parcel maps, and easement information
within the project limits. Based on this information,
existing ROW information shall be shown on
the plans. If any TCEs (Temporary Construction
Easements) are necessary, the consultant shall
show them on the plans. The City will obtain TCE’s
from adjacent property owners.

Right of Way: All ROW information will be determined
and shown on the plans accordingly. If TCEs are deemed
necessary these locations will be indicated to best enable City to obtain accordingly.
c. Review base data documents including as-built
improvement plans, utility information, survey
information, and other available record data.

As Built Review: All available as-built documentation
(provided by the City or otherwise obtainable) will be
reviewed for potential impacts to project scope and program elements.
d. Conduct necessary field surveys to assess existing
conditions of the project area.

Field Surveys: The SWA team (civil engineer, electrical engineer, landscape architect and irrigation specialist) will all perform site walks to determine existing conditions for opportunities, constraints and impacts to program
elements.

16 I Page 17 of 23 City of Cudahy I SWA
Scope of Work (cont.)
e. Develop preliminary design.

Preliminary Design: A schematic level concept design will be produced and reviewed with the City staff for adherence to program design, elements and materials. Comments
by City Staff will be incorporated into the final preliminary design documents.
f. Prepare Preliminary cost estimate (identify special
conditions that might create conflicts or change
orders during construction and identify how to
resolve these issues).

Preliminary Cost Estimate: A cost estimate of the final preliminary design documents will be provided and any site conditions or program elements that may need further
clarification or could result in requiring resolution which may result in a potential change order during construction will be identified.
g. Prepare Technical specifications.

Specifications: Specifications for the project will be
prepared based upon the final preliminary design for City review. Specifications will be in the Standard Specifications for Public Works Construction (Greenbook) format, providing any anticipated supplemental ‘special provisions’ or
amendments to the standard sections as deemed needed by the program elements as coordinated with City Staff.

Deliverables:
• Inclusion of ROW base map, as-built utility and field survey information into CAD base plans;
• Coordination of program elements and preliminary
design elements with City Staff
• Draft Preliminary Plans for City review and comment;
• Coordination meeting with City Staff, review of initial design and memorandum of design direction comments
• Final Preliminary Plans, Technical Specifications and Cost Estimate.

Task 3 understanding (per site):

LA River Bike Path - Site 1:
• Confirmation and coordination of ROW & TCE information • Review of as-built site information
• Development of Preliminary Plans, Specifications and
Cost Estimate
Cudahy River Park - Site 2:
• Review of existing, City provided ‘shovel-ready’
construction documentation for ROW & TCE
information
• Review of existing, City provided ‘shovel-ready’
construction documentation Plans, Specifications
and Estimate
• If deemed necessary, additional information to be
annotated on provided plans and specifications
accordingly
• Provision of updated Cost Estimate
Clara Bridge Slopes - Site 3:
• Confirmation and coordination of ROW & TCE
information
• Review of as-built site information
• Development of Preliminary Plans, Specifications and
Cost Estimate
Otis Avenue Pocket Park - Site 4:
• Confirmation and coordination of ROW & TCE
information
• Review of as-built site information
• Development of Preliminary Plans, Specifications and
Cost Estimate
TASK 4. PLANS, SPECIFICATIONS &

ESTIMATE
a. Plans, Specifications and Estimate (PS&E)
shall be provided at levels of completion of
approximately 30%, 60%, 90% and 100%.

PS&E: Coordination with City Staff and provision of
submittals of Construction Documentation for Plans
Specifications and Estimate at each of the milestone
phases as indicated.
b. The City will provide review comments at the 30%,
60%, and 90% design phases.

City Review: Coordination with City Staff for review and addressing commentary received prior to proceeding to
submitthe subsequent milestone deliverable as indicated. c. It is expected 100% plans will be complete and

Scope of Work (cont.)
include comments and input from all stakeholders
and appropriate City staff.

Completion: Confirming that all comments and input
from both City Staff and associated project stakeholders has been sufficiently addressed prior to submitting 100% documentation.
d. Specifications shall be furnished using the
latest edition of Microsoft Word for Windows.

The Consultant shall prepare the Specifications
per City requirements and utilizing the Standard
Specifications for Public Works Construction
(“Greenbook”).

Specifications: Provision of “Greenbook” format
specifications that will include any amendments to
Sections and Special provisions deemed necessary to
complete the agreed upon work to the level of expectations of City Staff.
e. Estimate shall be prepared in spreadsheet format
using Microsoft Excel.

Estimate: Estimate to be provided in City designated
Microsoft Excel format.
f. The Consultant shall create a comment matrix to
verify all City comments are addressed with each
submittal.

Comment Matrix: Provision and maintenance of a
comment matrix to track all City comments and assure
that they have been addressed.
g. Available to present progress design to City
Council.

City Council Presentation: SWA will present the progress design at designated submittal milestones to City Council within the timeframe ofthe overall project Design schedule as deemed appropriate.
30%, 60%, 90% Construction Documents/Bid Set:

Upon the City’s approval of the Preliminary Plans, SWA
will develop working drawings and technical sections of specifications to construct the work and shall prepare an estimate of probable construction costfor each milestone deliverable as indicated.

Deliverables:
• Develop the complete set of construction drawings
and specifications and cost estimate for one (1),
City selected, ‘final preliminary design’ and submit
to the City at 30%, 60%, 90% and 100% (bid set)
milestones;
• Finalize all design decisions with consensus from
the City of Cudahy;
• Project Team meetings with the City of Cudahy at
milestones to review and confirm project progress.

Written responses and related revisions to all
City comments at 30%, 60%, and 90% milestone
submissions;
• Preparation of Final Plans, Specifications and
Estimate for the following:
>> Landscape Plans documenting:
1) Proposed layout, 2) Materials types and
locations 3) Planting, 4) Other amenities:
furnishings, signage and wayfinding,
5) Landscape Construction Details
>> Civil Engineering Plans documenting:
1) Existing Conditions, 2) Demolition, 3) Grading
and Drainage, 4) Utilities
>> Electrical Engineering Plans documenting:
1) Lighting and Fixtures, 2) Power Plan
>> Irrigation Plans documenting:
1) Irrigation system, 2) Irrigation Details
• Provide an estimate of probable cost for the entire
project budget based on 30%, 60%, 90% and 100%
(Bid Set) Construction Documents.

Task 4 understanding (per site):

LA River Bike Path - Site 1:
• Provide PS&E at each milestone deliverable phase
as indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
Cudahy River Park - Site 2:

SWA l City of Cudahy Page 18 of 23 I 17

18 I Page 19 of 23 City of Cudahy I SWA
Scope of Work (cont.)
• Incorporate existing, City provided ‘shovel-ready’
Plans and Specifications at each milestone
deliverable phase as indicated
• Provide updated Cost Estimate at each milestone
deliverable phase as indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
Clara Bridge Slopes - Site 3:
• Provide PS&E at each milestone deliverable phase as
indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
Otis Avenue Pocket Park - Site 4:
• Provide PS&E at each milestone deliverable phase as
indicated
• Review PS&E with City Staff at each milestone as
indicated
• Track and address City Staff comments prior to
proceeding to submit next milestone deliverable
• Present progress of designs to City Council as
indicated
TASK 5. BIDDING AND CONSTRUCTION

SUPPORT
a. Respond to Requests for Information (RFIs)
during the project advertisement period, and log
questions and responses.

RFI Responses (during Bid): The SWA team will receive
and review all provided Requests for Information in
relation to the team’s scope of work and provide
responses for City review and distribution to bidders
accordingly.
b. Prepare project addenda.

Drawing Addendums: The SWA team will coordinate
with the City Staff for any requested revisions to Bid
set drawings and provide subsequent addendums to the
drawings for City review and distribution.
c. Attend the pre-construction meeting, job walk,
and job-site meetings when requested by the City
over the course of the construction schedule
(assume 5 meetings).

Construction Observation Meetings: SWA team will
attend the pre-construction meeting, job walk and onsite job meetings for up to 5 meetings during the course of construction.
d. Provide responses to the Contractor’s RFIs about
the plans and specifications when requested by
the City.

RFI Responses (during construction): The SWA
team will receive and review all provided Requests for
Information in relation to the team’s scope of work and provide responses for City review and distribution to the contractor accordingly.
e. Provide responses and approvals to the
Contractor’s submittals for materials and shop
drawings when requested by the City.

Submittals: The SWA team will receive and review all
provided submittals in relation to the team’s scope
of work and provide responses for City review and
distribution to the contractor accordingly.

Bidding: SWA shall assist the City of Cudahy in reviewing and evaluating bids and assistance in awarding and
preparing contracts for construction.

Construction Support: SWA will provide field services
to ensure that the project is built to consistently high standards. SWA can make periodic visits to the site
to familiarize itself generally with the progress and
quality of construction and to determine in general if
the construction is proceeding in accordance with SWA’s design intent and construction documents.
• Project construction kick-off meeting;
• Provide clarifications, addendum, and bulletins as

SWA l City of Cudahy Page 20 of 23 I 19
Scope of Work (cont.)
needed;
• Review shop drawings and submittals;
• Respond to Requests for Information;
• Attend on-site construction meetings and provide
construction observation;
• Visit nurseries with contractor’s representative to
select and tag trees;
• Provide pre-maintenance punch list, maintenance
check, and final walkthrough;
Deliverables:
• Pre-Bid Meeting with Client and Potential Contractors • Written evaluations of bid proposals.
• Prepare one (1) bid addendum
• Respond to RFI’s and Submittals
• Attend up to (5) Construction Meetings
Task 5 understanding (per site):

LA River Bike Path - Site 1:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
Cudahy River Park - Site 2:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
Clara Bridge Slopes - Site 3:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
Otis Avenue Pocket Park - Site 4:
• Review and evaluate Bid proposals
• Prepare Bid addendum (if needed)
• Respond to RFI’s and Submittals
• Attend Construction Support Meetings (5)
TASK 6. PREPARE RECORD DRAWINGS
(AS-BUILTS)
a. Prepare as-built drawings based on field redlined as-built information provided by the City’s Construction Contractor.

Record Drawings: The SWA team will receive and
review the contractor’s as-built, red-lined drawings
and incorporate the revisions into a Record Drawings
set for City records accordingly.

Deliverables:
• Record Drawings
Task 6 understanding (per site):

LA River Bike Path - Site 1:
• Prepare Record Drawings
Cudahy River Park - Site 2:
• Annotate existing, City provided ‘shovel-ready’
Plans per contractor’s provided as-built drawings
for Record Drawings purposes
Clara Bridge Slopes - Site 3:
• Prepare Record Drawings
Otis Avenue Pocket Park - Site 4:
• Prepare Record Drawings
Additional Construction Support Services: The
SWA team will provide additional construction support
services as a hourly fee per provided separate fee
schedule. Fee is anticipated to be at the rate of the
project manager. Such services are to be negotiated
with the City (under separate contract) as indicated.

EXHIBIT “B”

COMPENSATION RATE

RFP to Provide Design Phase Engineering Services for the Preparation of PS&E (Plan, Specifications and Estimates) for Cudahy Los Angeles River Area Improvement Project
Funded by Clean California Local Grant Project (CCLGP) Funds in Cudahy, California Project Tasks Subtasks
SWA
Proj. Mgr.

SWA
Principal
SWA
Associtae
SWA
Designer
Total
Hours Fee
Total
Fee
$ 185.00 $ 310.00 $ 150.00 $ 120.00
Task 1. Project Management
Site 1 - LA River Bike Path 8 0 0 0 8 $ 1,480
Site 2 - Cudahy River Park 4 0 0 0 4 $ 740
Site 3 - Clara Bridge Slopes 8 0 0 0 8 $ 1,480
Site 4 - Otis Ave. Pocket Park 8 0 0 0 8 $ 1,480
Subtotal 1.a - SWA Fees $ 5,180 $ 5,180
CWE (Survey & Civil) $ 7,104
P2S (Electrical & Lighting) $ 5,115
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ 300
Subtotal 1.b - Consultant Fees $ 12,519 $ 12,519
Subtotal task 1 $ 17,699
Task 2. Utility Coordination
Site 1 - LA River Bike Path 8 1 1 1 11 $ 2,060
Site 2 - Cudahy River Park 4 0 0 0 4 $ 740
Site 3 - Clara Bridge Slopes 8 1 1 1 11 $ 2,060
Site 4 - Otis Ave. Pocket Park 8 1 1 1 11 $ 2,060
Subtotal 2.a - SWA Fees $ 6,920 $ 6,920
CWE (Survey & Civil) $ 14,208
P2S (Electrical & Lighting) $ 6,576
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ 300
Subtotal 2.b - Consultant Fees $ 21,084 $ 21,084
Subtotal task 2 $ 28,004
Task 3. Preliminary Engineering
Site 1 - LA River Bike Path 24 4 64 64 156 $ 22,960
Site 2 - Cudahy River Park 12 2 4 0 18 $ 3,440
Site 3 - Clara Bridge Slopes 8 2 16 12 38 $ 5,940
Site 4 - Otis Ave. Pocket Park 24 4 24 64 116 $ 16,960
Subtotal 3.a - SWA Fees $ 49,300 $ 49,300
CWE (Survey & Civil) $ 45,193
P2S (Electrical & Lighting) $ 26,534
Cumming (Cost Estimate) $ 4,950
Reimbursable Expenses $ 300
Subtotal 3.b - Consultant Fees $ 76,977 $ 76,977
Subtotal task 3 $ 126,277
Task 4. Plans, Specifications & Estimate
Site 1 - LA River Bike Path 62 5 176 176 419 $ 60,540
Site 2 - Cudahy River Park 28 5 12 0 45 $ 8,530
Site 3 - Clara Bridge Slopes 22 5 38 36 101 $ 15,640
Site 4 - Otis Ave. Pocket Park 62 5 88 176 331 $ 47,340 Subtotal 4.a - SWA Fees $ 132,050 $ 132,050
CWE (Survey & Civil) $ 54,174
P2S (Electrical & Lighting) $ 61,138
Cumming (Cost Estimate) $ 31,885
Reimbursable Expenses $ 600
Subtotal 4.b - Consultant Fees $ 147,797 $ 147,797
Subtotal task 4 $ 279,847

RFP to Provide Design Phase Engineering Services for the Preparation of PS&E (Plan, Specifications and Estimates) for Cudahy Los Angeles River Area Improvement Project
Funded by Clean California Local Grant Project (CCLGP) Funds in Cudahy, California Project Tasks Subtasks
SWA
Proj. Mgr.

SWA
Principal
SWA
Associtae
SWA
Designer
Total
Hours Fee
Total
Fee
$ 185.00 $ 310.00 $ 150.00 $ 120.00
Task 5. Bidding & Construction Support
Site 1 - LA River Bike Path 16 0 12 0 28 $ 4,760
Site 2 - Cudahy River Park 8 0 0 0 8 $ 1,480
Site 3 - Clara Bridge Slopes 16 0 12 0 28 $ 4,760
Site 4 - Otis Ave. Pocket Park 16 0 12 0 28 $ 4,760
Subtotal 5.a - SWA Fees Subtotal 5.a - SWA Fees $ 15,760 $ 15,760 CWE (Survey & Civil) $ 19,686
P2S (Electrical & Lighting) $ 27,132
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ 1,500
Subtotal 5.b - Consultant Fees Subtotal 5.b - Consultant Fees $ 48,318 $ 48,318 Subtotal task 5 $ 64,078
Task 6. Prepare Record Drawings
Site 1 - LA River Bike Path 2 0 2 0 4 $ 670
Site 2 - Cudahy River Park 2 0 4 0 6 $ 970
Site 3 - Clara Bridge Slopes 2 0 2 0 4 $ 670
Site 4 - Otis Ave. Pocket Park 2 0 2 0 4 $ 670
Subtotal 6.a - SWA Fees $ 2,980 $ 2,980
CWE (Survey & Civil) $ 8,054
P2S (Electrical & Lighting) $ 9,631
Cumming (Cost Estimate) $ -
Reimbursable Expenses $ -
Subtotal 6.b - Consultant Fees $ 17,685 $ 17,685
Subtotal task 6 $ 20,665
Total Fees $ 536,570

811 W 7th St
8th Floor
Los Angeles, California
90017
+1.213.236.9090
www.swagroup.com
Gerdo P Aquino
Ying-Yu Hung
Ning Deng
November 20, 2024
Ronald Bow
City of Cudahy
Public Works Department
Via email: [email protected]
Attention: Ronald Bow
Subject: Cudahy LA River Area Improvement Project, (the “Project”) SWA Job #CUDT301.D
Dear Ronald:

We are pleased to submit the following Add Service Request for Professional Services in connection with the project referenced above.

This Agreement is by and between SWA Group ("SWA"), a California corporation, and the City of Cudahy ("Client"), Cudahy, California.

I. PROJECT DESCRIPTION
SWA has been requested to prepare an add service for separating the current 90% construction documentation set and create three stand-alone packages as follows:

Package 1 – Site 1 (Maintenance Improvements & Mural Painting) Package 2 – Site 1 (Landscape, Lighting, and Irrigation) Package 3 – Site 2/3/4
In addition to separating scope packages these additional services have been requested by the City:

Site 1
• Geotechnical Report for the detailing of light footings • Cultural Resource Report for Section 408 Permitting submittal Site 2
• Geotechnical Report for the detailing of light footings • Detailing of light fixture footings
Site 3
• Structural detailing of retaining walls
II. SCOPE OF SERVICES
The scope of services shall include:

A. Package 1: Site 1 – LA River Bike Path (Maintenance Improvements & Mural Painting)

1. Coordination with City & Design Team

2. 100% Construction Documentation Package & Specifications Attachment C Page 178 of 716
City of Cudahy
November 20, 2024
Cudahy LA River Area Improvement Project

3. Bidding & Construction Support

4. Preparing Record Drawings

5. Assistance with preparation of City submittal to Los Angeles County Flood Control District (LACFCD). This proposal also includes up to (3) revisions and provision to City for resubmittal.

6. CO/CA
B. Package 2: Site 1 – LA River Bike Path (Landscape, Lighting, and Irrigation)

1. Coordination with City & Design Team

2. 100% Construction Documentation Package & Specifications

3. Bidding & Construction Support

4. Preparing Record Drawings

5. Cultural Resource Report

6. Assistance with preparation of City submittal to United States Army Corp of Engineers (USACE). This proposal also includes up to (3) revisions and provision to City for resubmittal.

7. Assistance with preparation of City submittal to Los Angeles County Flood Control District (LACFCD). This proposal also includes up to (3) revisions and provision to City for resubmittal.

8. CO/CA
C. Package 3: Site 2/3/&4
Please note CO/CA and Record Drawing Preparation will be covered from initial proposal.

1. Coordination with City and Design Team

2. 100% Construction Documentation Package & Specifications

3. Bidding & Construction Support
III. DESIGN APPROVAL
Ronald Bow has been designated as the person responsible for design direction to SWA for this project and has the authority for design approval. In the event that the design, as approved by Ronald Bow is rejected by others, and re-design is required, such re-design services shall be compensated as Additional Services.

City of Cudahy
November 20, 2024
Cudahy LA River Area Improvement Project

IV. FEES AND TERMS
We estimate the following fee breakdown:

Add Service to Original Proposal
Tasks
SWA CWE P2S Irrigation
Project Management $6,000 $5,508 - -
Plans, Specifications & Estimate $13,000 $22,622 $5,700 $4,020 Bidding & Construction Support $10,000 $9,463 - -
Record Drawings $1,000 $3,488 - -
$30,000 $41,081 $5,700 $4,020
Total $80,804
Additional Services
SWA
Assistance with USACE & LACFCD Permitting & Revisions (SWA) $36,000 Consultants
Up to (3) Revisions for USACE & LAFCD for Site 1 –
Civil/Irrigation/Lighting
$32,426
Cultural Resource Report (Site 1 – Section 408 Permitting Submittal) $11,788 Geotech Services (Site 1 - Geocon West Inc) $11,400
Geotech Services (Site 2 – Geocon West Inc) $9,000
SWA Fee $17,724
Total $118,338

City of Cudahy
November 20, 2024
Cudahy LA River Area Improvement Project

Hourly Rates
Staff Hourly Rates
SWA (Landscape)
Principal $341
Technical Principal $220
Associate Project Manager $140
CWE (Civil)
Senior Project Manager $306
Technical Manager $243
Project Engineer $208
CAD Designer $102
Sweeney & Associates (Irrigation)
Principal $200
Project Manager $180
Irrigation Designer $160
Field Services $200
P2S (Lighting)
Engineer Grade 04 $284.75
Designer Engineer Grade 02 $180.23
Designer Grade 03 $160.38
CAD/BIM Designer Grade 03 $133.45
Geocon Inc (Geotechnical Services)
Word Processor/Non-Technical Assistant/Draftsman/Dispatcher *$100 Staff Engineer/Geologist *$130
Senior Staff Engineer/Geologist *$140
Project Engineer/Geologist * $150
Senior Project Engineer/Geologist *$160
Senior Engineer/ Geologist *$180
Associate Engineer/ Geologist *$205
Principal Engineer/ Geologist/ Litigation Support $400
*Prevailing Wage (PW) California Labor Code 1720, et. Seq add $50/hr Dudek (Cultural Resource Report)
Senior Specialist II $235

City of Cudahy
November 20, 2024
Cudahy LA River Area Improvement Project

Specialist V $210
Analyst III $130
GIS Analyst III $165
Publications Specialists III $130
These services will be billed to you under our job number CUDT301.D on a hourly not-to exceed basis under the terms and conditions of our contract with you dated May 2, 2023 (SWA Job #CUDT301). The Fee for Professional Services shall not exceed one hundred ninety-nine thousand one hundred fortytwo ($199,142) without further authorization. We request your written approval of this authorization for Additional Services by signing and returning one copy of this letter for our files.

If this is not your understanding, or if you have questions regarding the above, please contact me immediately.

Sincerely yours,

SWA GROUP
_______________________________
Gerdo Aquino, Co-CEO/ Principal
Contracting Agent
Landscape Architect, CA License #4996
Landscape architects are licensed by the State of California.

City of Cudahy
November 20, 2024
Cudahy LA River Area Improvement Project

Accepted: City of Cudahy
By: ________________________________________________
Title: ________________________________________________ Date: ________________________________________________
GA/aa
Proposal copyright ©2024 by SWA Group. No portion of this proposal may be copied or distributed to without the written permission of SWA Group.

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STAFF REPORT
Date: December 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: From: Alfonso Noyola, City Manager/Executive Director By: John Peraza, Assistant to the City Manager
Subject: Approval of Professional Services Agreement with Absolute International Security, Inc. (AIS) for Professional Security Guard Services

RECOMMENDATION
The City Council is requested to award a Professional Services Agreement (PSA) to Absolute International Security, Inc. (AIS) for professional security guard services in a not-to-exceed fiscal year sum of $118,000.

BACKGROUND

1. On August 22, 2024, the City of Cudahy issued a Request for Proposal (RFP) to solicit proposals for Professional Security Guard Services. The goal of this solicitation was to select a new qualified security services provider at city facilities and properties.

2. On September 19, 2024, the submission window for the RFP closed, and 12 proposals were received. These proposals were carefully reviewed by city staff based on criteria such as qualifications, cost, experience, and service capabilities.

3. On October 28, 2024, interviews were conducted with the top three proposers. These interviews helped further evaluate the qualifications and readiness of the bidders to provide the required services.

4. On November 6, 2024, Absolute International Security, Inc. (AIS) was notified that they had been selected as the preferred bidder. AIS has been recommended by staff for the award of the contract based on their qualifications and proposal.

ANALYSIS
The city is requesting professional security guard services to increase public safety and crime prevention. The security guards will have marked vehicles for patrolling and will conduct Item Number
14A

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on-foot patrols in uniform. The two Cudahy-dedicated security officers will maintain a constant and visible presence around and throughout the perimeter of Cudahy Park, Cudahy River Park, Clara Park, Lugo Park, community centers, streets, and other city owned properties. The security services will take place four days out of the week for eight hours per day (i.e., Thursday through Sunday; 9:00 p.m. to 5:00 a.m.) for a total of 32 hours per week. This schedule is subject to change and shifts may vary depending on city needs at various locations or special events.

Absolute International Security is a long-standing agency that was established in 2008.

With over 15 years of security operations and expertise, AIS has established itself as a premier security services operator in the Southern California region for municipal, city, and county government facilities. Their key personnel have over 130 years of combined Law Enforcement, Military, and Private Security experience.

AIS has provided services to city hall’s, government service facilities, libraries, schools, parks, and critical infrastructure. AIS displayed the highest-level quality in terms of training their security guards to fit the needs of our city. Each of their security guards are licensed, trained, and certified, not only to the requirements of their position, but to the maximum compliance level that they are able to obtain. This guarantees that guards have a thorough awareness of their responsibilities for their patrol routes or site, any potential risks or threats, as well as their duties to the general public.

AIS uses a mobile, web-based guard touring software solution called Lighthouse. This software provides real time oversight and allows the city to see reports, GPS, and incident reports. Guards are instructed to write hourly activity reports through this software. Another key feature is the scanning of checkpoints. These checkpoints can be placed at an area of importance, which will physically force the guard to scan the checkpoint on a needed basis.

Through this program, the city can also monitor the guard’s live GPS location which updates every few minutes. If a guard misses a scheduled patrol, a notification will be sent to their 24- hour dispatch center, and they would contact the guard to remind them of their designated patrol.

The security guards deployed by AIS will be responsible for a range of tasks aimed at ensuring the safety and security of the city’s properties. Guards will patrol the designated locations, including parks, community centers, and other public spaces, on a routine basis. They will be trained to identify and address unwanted people who may pose a risk to public safety or city property. In addition to monitoring suspicious activity, the guards will be vigilant in preventing any incidents of crime and ensuring that city buildings remain secure.

The guards will also be responsible for writing hourly and daily reports to document their

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observations, actions taken, and any incidents that occur during their shifts. These reports will be essential for tracking the performance of the security services and ensuring that any security concerns are addressed promptly. The presence of trained security personnel, coupled with their thorough reporting, will help maintain a high level of safety and deter criminal activity at city facilities.

In addition to the routine duties described above, additional security services may be requested as needed. This could include extra shifts or specialized assignments for particular events, emergencies, or periods of heightened risk. For example, special events or city functions may require additional security coverage, or certain locations may need enhanced monitoring due to specific concerns. AIS will be available to accommodate these changes and ensure that security services remain flexible and responsive to the city’s evolving needs.

CONCLUSION
The City recommends awarding a Professional Services Agreement to Absolute International Security, Inc. for professional security guard services in a not-to-exceed fiscal year sum of $118,000. This contract will support the city’s ongoing efforts to ensure the safety and security of its properties, protect the community, and maintain a high standard of public safety.

FINANCIAL IMPACT
The current budget allocation is $60,000, and city staff will manage security firm’s hours to remain within budget. Any costs incurred for special assignments or requests that exceed the allocated budget will be covered by other budget line items.

STRATEGIC PLAN CORRELATION
Goal A. Community Services Programs, and Activities for All Ages.

3. Ensure parks are safe and clean.

ATTACHMENTS
A. Draft Professional Services Agreement between the City of Cudahy and Absolute International Security, Inc., with Exhibit A (Request for Proposal), Exhibit B (AIS Proposal), Exhibit C (Fee Schedule “Rate Sheet”).

2024

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Professional Security Guard Services)
(Parties: Absolute International Security, Inc. and City of Cudahy) THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 3rd day of December 2024 (hereinafter, the “Effective Date”), by and between the CITY OF CUDAHY, a municipal corporation (“CITY”) and ABSOLUTE INTERNATIONAL SECURITY, INC. (hereinafter, “CONSULTANT”). For the purposes of this Agreement CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably.

WHEREAS, CITY wishes to engage CONSULTANT to provide professional security guard services; and
WHEREAS, CITY’s in-house personnel is presently unable to perform the specialized services and tasks contemplated under this Agreement; and WHEREAS, CONSULTANT possesses the specialized training, skill, expertise and experience required to perform the services contemplated under this Agreement; and WHEREAS, CONSULTANT agrees to perform the various services and tasks set forth under this Agreement subject to the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

I.

ENGAGEMENT TERMS

1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “B” drafted by CONSULTANT in response to CITY’s Request for Proposals attached as Exhibit “A” (both exhibits together hereinafter referred to as the “Scope of Services”).

CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the Attachment A Page 188 of 716

aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”

1.2 TERM: This Agreement shall have a term of two (2) years (hereinafter, the “Term”), commencing from EFFECTIVE DATE. Term may be extended for no more than one additional one-year term at the option of the CITY, unless CITY issues written notice of its intent not to authorize an additional term. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.

1.3 COMPENSATION:

A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Services in accordance with the compensation schedule which is which is attached and incorporated hereto as Exhibit “C” (hereinafter, the “Approved Rate Schedule”).

B. Section 1.3(A) notwithstanding, CONSULTANT’s total compensation during the Term of this Agreement or any extension term shall not exceed the budgeted aggregate sum of ONE HUNDRED EIGHTEEN THOUSAND DOLLARS ($118,000) per fiscal year (hereinafter, the “Not-to-Exceed Sum”), unless such added expenditure is first approved by the CITY acting in consultation with the Director of Finance. In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of the Term or any single extension term, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITYapproved amendment to the compensation terms of this Agreement.

1.4 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Services are completed. Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Services, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice.

CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement.

CITY shall have the right to access and examine such records, without charge, during normal business hours. CITY shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVES: The CITY hereby designates John Peraza, Assistant to the City Manager (hereinafter, the “CITY Representatives”) to act as its representatives for the performance of this Agreement. The Superintendent shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement.

CONSULTANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Lucy Lin, President & QM to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. CONSULTANT Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative shall constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT shall perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall perform all Work in a manner reasonably satisfactory to the CITY;
C. CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
F. All of CONSULTANT’s employees and agents (including but not limited subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the

date of discovery or such other extended period of time authorized by the CITY Representatives in writing and in their sole and absolute discretion.

The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT’s profession.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work shall be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.

CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined

by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant shall be promptly removed by CONSULTANT and shall not be re-assigned to perform any of the Work.

2.8 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements.

2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.

2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain polices of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT shall procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage

(occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT shall procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and shall be endorsed to include contractual liability.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide.

As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All polices of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.

VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY. Accordingly, CONSULTANT warrants, represents and agrees that it shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.

IV.

INDEMNIFICATION

4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement.

Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its

failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.6 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

V.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of five (5) calendar days prior written notice of CITY’s intent to terminate this Agreement. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement. Prior to the expiration of the 3-day cure period, CONSULTANT may submit a written request for additional time to

cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period.

The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or
ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced
efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY shall cure any Event of Default asserted by CONSULTANT within forty-five (45) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured

within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT shall be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach.

No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically.

This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT shall require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement.

CONSULTANT shall not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:

Absolute International Security, Inc.
5155 Irwindale Ave.

Irwindale, CA 91706
Attn: Lucy Lin
Phone: (626) 858-7188
City of Cudahy
City Manager’s Office
5220 Santa Ana Street
Cudahy, CA 90201
Attn: John Peraza
Phone: (323) 773-5143
Fax: (323) 771-2072
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, shall contain a provision making them

subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.

6.13 NO THIRD PARTY BENEFIT: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared

this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement shall control.

6.19 ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between CITY and CONSULTANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.15, above.

6.20 COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.16, above. One fully executed original counterpart shall be delivered to CONSULTANT and the remaining two original counterparts shall be retained by CITY.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF CUDAHY: ABSOLUTE INTERNATIONAL
SECURITY, INC.:

By:______________________________
Alfonso Noyola, City Manager
Date:_____________________________

By:______________________________
Lucy Lin, President/QM
Date:_____________________________
APPROVED AS TO FORM:

By:______________________________
Stephanie Arechiga
City Attorney
Date:_____________________________

“Exhibit A”
Request for Proposal

REQUEST FOR PROPOSALS

TO PROVIDE
Professional Security Guard Services
TO THE

CITY OF CUDAHY

Request for Proposal Schedule
* The City of Cudahy reserves the right to modify the schedule.

RFP ISSUED August 22, 2024

DEADLINE TO SUBMIT QUESTIONS

PROPOSAL DUE DATE
September 5, 2024
September 19, 2024
at 3:00 PM

NOTIFICATION TO PREFERRED

CONSULTANT
October 2024

i
Table of Contents
I. INTRODUCTION.................................................................................................. 1 II. BACKGROUND.................................................................................................... 1 III. SCOPE OF WORK............................................................................................... 2 IV. GENERAL INFORMATION .................................................................................. 8 V. TERMS AND CONDITIONS............................................................................... 11 VI. PROPOSAL CONTENT ..................................................................................... 13 VII. EVALUATION PROCEDURES........................................................................... 14 VIII. PROPOSAL SUBMITTAL................................................................................... 16 IX. STAFF CONTACT.............................................................................................. 16 APPENDIX A – Sample Contract .................................................................................. 17

1 City of Cudahy
5220 Santa Ana, Cudahy, California 90201
(323) 773-5143 Fax (323) 771-2072
AUGUST 22, 2024
Professional Security Guard Services
I. INTRODUCTION
The City of Cudahy (“City”) seeks proposals from qualified firms for Professional Security Guard Services.

Responses must conform with the requirements of this Request for Proposal (“RFP”).

The City reserves the right to waive any irregularity in any proposal or to reject any proposal which does not comply with this RFP. Modifications to the RFP, including, but not limited to the scope of work, can be made only by written addendum issued by the City. Selection of the proposer will be made solely by the City on criteria determined by the City.

By submitting a project proposal, the proposer agrees to all of the terms of the RFP and Agreement (Appendix A). The successful proposer will be required to enter into an Agreement (Appendix A) which will include the requirements of this RFP. The City reserves the right to reject any proposal(s) exceptions or changes to the Agreement or RFP. The City reserves the right to enter into an Agreement with additional requests if required.

II. BACKGROUND
Cudahy is located in Southeast Los Angeles County, next to the L.A. River. The City was incorporated on November 10, 1960 and named after its founder, meat-packing baron Michael Cudahy, who purchased the land known as Rancho San Antonio in 1908 for development. Cudahy is 1.1 square miles with a current population of 23,805. The City is a general law city and operates under the council-manager form of government.

The Los Angeles County Sheriffs Department is contracted to provide law-enforcement services in the City. The City’s Community Preservation Division is responsible for enforcing the City’s Municipal Code. The City desires to take a proactive approach in patrolling and providing multiple avenues for public safety in public spaces.

The City is seeking professional security guard services for city facilities that include but are not limited to city parks, community centers, streets and other city-owned properties.

Submitted proposals should reflect experience in providing stellar professional security guard services in public settings. The selected professional security guard services provider will enhance public safety services to the community.

2 III. PROJECT SCOPE OF WORK
The Scope of Work, as may be modified through negotiation and/or by written addendum issued by the City, will be made a part of the Agreement. The Agreement is expected to be a two-year term. The City shall have the unilateral option, at its sole discretion, to renew the Agreement automatically for no more than one additional one-year term.

This RFP is intended to solicit information and proposals from qualified professional security guard service providers capable of meeting the City’s needs for its various facilities outlined in this scope of work. The professional security guard service provider shall actively patrol the areas under the pre-arranged schedule. All professional services are to be provided by qualified personnel experienced in their respective fields and in a manner consistent with the industry standards, diligence and skills.

A professional security guard shall be present at all times during the course of the prearranged schedule. Lunches and breaks will need to have the proper coverage. The patrolling of the area shall be supplemented with a marked company motorized vehicle to actively deter illegal activity. The maintenance, fuel and/or vehicle charging will be the responsibility of the professional security guard service provider. The selected professional security guard service provider shall provide daily reports to City staff describing their daily activity, observations, and interactions with the public. The selected agency will have significant expertise in the areas necessary to meet the needs and requirements set forth in this RFP. Critical criteria in the City’s evaluation process will include the agency’s ability to share data and jointly develop services that meet the City’s needs.

All proposals shall provide for professional security guard services that include patrolling of designated locations specified on page 5 under “Performance Duties”. Thursday through Sunday, 9:00 PM to 5:00 AM (this is subject to change upon agreement of both the City and the selected professional security guard service provider. The proposal must reflect the assignment of two professional security guards in two separate company vehicles.

The agency shall provide services through the following mechanisms:
• The professional security guards are to monitor all areas specified on page 5 under “Performance Duties” and all designated breaks, as required by law, need to be covered by appropriate professional security guard. • The professional security guards shall monitor the encompassing area, as well as perform walkthroughs through all parks and facilities, which include common areas and throughways during the course of their assigned shift.

3 • The professional security guards are to immediately report suspicious activity and contact the appropriate emergency personnel in situations where safety is compromised, or criminal activity is evident.
• The professional security guards are to deter any type of illegal activity and ensure that areas of travel are clear for accessibility. • The expectation is that the professional security guard will alleviate and deter activity that is not conducive to productive and appropriate use of the area. • For information not known to the professional security guard, the expectation is that they will document questions from members of the community and ensure that information is received by City staff for appropriate follow-up. • The assigned professional security guard is to be highly visible and identified as a professional security guard. They will be required to wear a professional uniform and badge. The professional security guard shall be highly vigilant in actively patrolling while on duty. The use of cell phones should only be for work related matters. The professional security guard services should include the use of two-way radios and/or cell phones to quickly relay information to City staff and/or emergency personnel.
• The professional security guard service provider shall work to promote mutual trust and cooperation with the public and visitors within the patrol area. • The professional security guard service provider shall act in a courteous and professional demeanor towards the public and public officials. • The City will provide a professional security guard service provider with a list of contacts throughout the City. This list includes but is not limited to City staff, Community Outreach Groups, Los Angeles County Sherriff’s Department, and the Los Angeles County Fire Department.
• The professional security guard service provider will have frequent meetings with City staff to discuss and evaluate if the needs of the City are being met, what types of activity they are seeing, any trends that might be of concern, and to do an overall evaluation of the professional security guard services and make any necessary adjustments to the services provided.

Reports
An hour-by-hour log shall be kept for all activities taking place during each shift.

The selected agency shall complete and submit a Daily Report Form to the City upon completion of each daily shift. The daily report shall include listing of all occurrences with significant data pertaining to all activities. In the event of an unusual occurrence, the selected agency shall meet with City staff and submit an Incident Report to City staff, along with the Daily Report Form within 24 hours of the occurrence to the City. All required written records, including copies of police reports that may have been obtained, shall be turned over to the City Manager’s Office and/or other designees.

4 Personnel
The professional security guard assigned to perform work under this contract shall always be in uniform. These uniforms must clearly identify the name of the security company and the name of the individual security guard, in conformance with California State requirements. This identification may be accomplished through the use of shoulder patches, silk screening or stitched company emblems, insignias or logos.

All professional security guards must maintain a courteous and respectful demeanor when dealing with all members of the public. The professional security guard will not be authorized to physically apprehend, subdue, or restrain any member of the public for any reason.

The professional security guard employed by the agency to perform work under this contract shall:
• Be able to communicate effectively in both written and oral English • Be proficient in Spanish
• Be physically and emotionally capable of performing the assigned tasks Equipment
The professional security guard provider shall furnish all equipment necessary to perform the work as described herein. All equipment shall be kept in good repair and shall conform to all federal, state, and local requirements.

Required equipment shall include but is not limited to:
• A vehicle to perform security inspections during shift, with visible company identification and amber lights to allow for rapid transportation around and throughout the designated patrol areas.
• The professional security guards shall be equipped with portable communication devices permitting communication with company headquarters and/or with appropriate law enforcement agencies and other designated contacts. • Flashlight
Work Schedule
Beginning of Shift: At the start of each work shift the professional security guard shall document the time of arrival and discuss any significant security matters with the security guard from the previous shift.

End of Shift: At the end of each work shift the professional security guard shall advise City staff of any incidents or events that occurred during the previous work shift,

5 regardless of the severity of the incident. Any and all written reports prepared during the shift shall be submitted to the designated person via email.

Change of Shift: Agency shall ensure that continuous coverage is maintained during shift changes. Under no circumstances will there be a total absence of active security services during the hours covered by this contract.
• All work during the hours listed shall be continuous. Breaks shall only be taken at designated times and areas and when adequate coverage is maintained. • Guard shift changes during operating hours of City Facilities are to occur at the designated check-in/check-out location within the designated community center. • The professional security guards shift changes after operation hours must be recorded and monitored by the agency and must include proof that the check-in and check-out occurred at the predetermined scheduled times and that the check-in and check-out occurred within the confines of the designated patrol perimeter. Documentation of shift changes occurring after operational shift hours must be provided to City staff upon request.
• During operational hours of City facilities and other City sites, security guard shift changes are to occur at the designated check-in/check-out location within the designated community center.

Performance Duties
The professional security guard shall maintain a constant and visible presence around and throughout, but not limited to the perimeter of Cudahy Park, Cudahy River Park, Clara Park, Clara Expansion Park, Lugo Park, community centers, streets and other city-owned properties. Professional security guard services may be required at successor-agency owned sites and city streets. Work performed shall consist of providing a professional security guard to perform security services as described herein:
• Routinely patrol through the confines of the City’s recreational parks, facilities, and streets including areas between all buildings, structures, and gated field and park space.
• Supervise and control access to the City facilities and grounds within the patrol perimeter.
• Routinely check in with designated City staff at the designated location(s) during operating hours of City parks and facilities within the City. • Provide security inspections, scheduled rounds to tracking system location as designated, detection and investigation of buildings, ground, and appurtenances • Ensure City owned building exteriors, structures, and gates are locked during after-hours non-operation and closures.

6 • Perform inspection, detection, and investigation of all security–related incidents, violations of regulations and matters of public safety and report same to appropriate City staff.
• Assisting City staff with ensuring the City’s municipal codes are not being violated.
• Informing the public of the City’s municipal codes applicable to City parks and facilities.
• Contact appropriate personnel and police in case of unauthorized door openings or closings within the City’s parks and facilities.
• Screen visitors of facilities within the patrol perimeter. • Question and check ID of anyone who enters the premises during and after normal working hours and record said entry on daily report document (only City staff with proper identification will be allowed within City facilities after normal operating hours).
• Be observant of behavior in common areas such as smoking and/or vaping in non-smoking areas and take appropriate action.
• The professional security guard must investigate all credible reports of suspicious, illegal activity from members of the public within the confines of the designated patrol perimeter and report all evidence of vandalism. • Observe and report any suspicious, illicit, or illegal activity or evidence of vandalism to the designated recreational parks and/or facilities. • Communication shall be established with local law enforcement agencies in order to provide information on criminal activity taking place on site. This communication shall include immediate communication required for emergency situations (i.e., gunfire, domestic violence, etc.) as well as communication required for subsequent investigations of criminal activity. • Report inoperative interior and exterior lighting.
• Contact appropriate City representative, police and/or other emergency response personnel as required in the event of an emergency.
• Notify the appropriate law enforcement agency immediately of any unlawful activity.
• Report any action taken by the security guard regarding any ordinance and/or rule enforcement, or emergency, in writing to the designated City staff. • The professional security guard shall remain within the patrol perimeter at all times throughout the duration of the shift.
• Document all reports of suspicious, illegal activity and/or vandalism. Include the nature, precise location, and outcome of all incidents in addition to any other pertinent details.

7 The professional security guard duties may, at the discretion of City staff, also include, but not be limited to:
• Inspection of all City facilities with the patrol perimeter. Preferably at unscheduled 1 ½ hour intervals.
• Periodic inspection of outside property which shall include all parking lots, office buildings, and ensure proper use of handicapped parking and fire zones. • Periodically inspect all exits, including fire stairwells and respond to alarms indicating unauthorized use.
• After business hours, inspection of office and building door lock, verification that sensitive areas are secured.
• Investigate fire, burglar, and pull-cord alarms for entire patrol area.

Emergencies
Professional security guards shall respond promptly and appropriately to all securityrelated emergencies and requests for emergency assistance regardless of the nature of the emergency. Upon determination of the nature of the emergency, the security guard shall immediately notify the appropriate law enforcement agency, fire department and/or medical aid provider as required. Medical aid administered by the security guard shall be only to the extent that the officer is qualified to administer in accordance with the officer’s level of certification. The professional security guard shall interface immediately with any law enforcement agency responding within the patrol perimeter outlined in map below.

Keys
Any keys/clickers issued to professional security guards must be responsibly maintained and securely stored. Keys and combination lock codes are only to be exchanged between security guards at designated shift rotations and to City staff upon request. Security guards will not open any facility, structure, or gate for any member of the public without direction from City staff except for emergencies. The agency will be responsible for expenses incurred from lost keys or from vandalism directly caused from inappropriate use of City issues keys or combination locks.

IV. PROPOSAL SCHEDULE
RFP ISSUED August 22, 2024

DEADLINE TO SUBMIT QUESTIONS

PROPOSAL DUE DATE
September 5, 2024
September 19, 2024
at 3:00 PM

8 NOTIFICATION TO PREFERRED CONSULTANT October 2024
IV. GENERAL INFORMATION
A. Proposal Validity – The Proposer’s pricing shall be valid for a minimum of 90 days.

B. Request for Information – Questions regarding this RFP are for clarification purposes only and are to be directed by e-mail to: John Peraza, Assistant to the City Manager, at [email protected]. The deadline to submit questions will be September 5, 2024.

C. Submission Deadline – Proposals must be received, in a sealed envelope with the words “Request for Proposal – Professional Security Guard Services” clearly labeled along with the name and address of the firm, by the Office of the City Clerk by 3:00 pm on September 19, 2024. The submitted packet shall include three (3) copies of the proposal and an electronic copy (flash drive).

D. Late Submittals – It is strongly recommended that proposals be delivered inperson or via personal courier by or before the submission deadline.

Proposals received after the specified submission deadline will be disqualified and not considered. Proposals postmarked prior to the applicable deadline date but received after the deadline will also be disqualified and not considered. Proposers are responsible to ensure the timely submission of their proposal. Proposals may not be submitted by via facsimile or electronic mail.

E. Withdrawal or Modifications – A proposal may be withdrawn or changed by a written and signed request by the firm prior to the final deadline. If firms do not make this request before the final deadline, the firm shall be obligated to fulfill the terms of their proposal as submitted. In the event a proposer seeks to withdraw and modify a proposal, the modified proposal must be submitted before the applicable submission deadline.

F. Addenda – In the event that any portion of this RFP is changed, the City will provide addenda via fax or e-mail to all firms who have received an RFP. The signed addenda must be included with the RFP submittal. Submittals received without the applicable addenda may be rejected as incomplete.

G. Responsiveness – All submittals will be reviewed by the City to determine compliance with all requirements and instructions as specified in the RFP.

Firms are notified that failure to comply with any part of the RFP may result in the rejection of the submittal as non-responsive.

9 The City also reserves the right, at its sole and absolute discretion, to waive minor administrative irregularities or errors.

H. Costs – The City will not be liable for any costs incurred by the Proposer in preparing and responding to this RFP. The Proposer shall not include any pre-contractual expenses as part of the proposed cost.

I. Legal Authorization – All forms and documentation included in this RFP must be signed and dated by a person authorized to legally bind the Proposer to a contractual relationship with the City.

J. Conflict of Interest – Proposer is required to issue a brief statement disclosing potentially conflicting interests including:
a. Any litigation involving the Proposer or the Proposer’s personnel which is adverse to the City; and
b. Consulting services currently being provided or provided within the last four years to any person, corporation, partnership, or other entity that made application to the City for a discretionary land use entitlement or City project.

K. Rejection of Submittals – The City reserves the right at its sole discretion to reject any and all submittals received without penalty as result of this RFP. a. A proposal may be immediately rejected if:
i. It contains misrepresentative or misleading information; ii. It is received at any time after the exact date and time set for receipt of proposals;
iii. It does not meet the required specifications or terms and conditions as prescribed;
iv. It is not prepared in the format outlined in this RFP; v. It is signed by an individual not authorized to represent the Proposer; vi. Proposer is involved in outstanding litigation that could impinge on its ability to complete the responsibilities and obligations of the proposal; vii. Any other reason in the City’s sole and absolute discretion.

L. No Guarantee of Contract – No guarantee is made that any contract will be awarded in response to this RFP.

10 M. Insurance Coverage – If a Proposer is selected, all insurance documentation will be provided to the City prior to the execution of a contract at the expense of the Proposer. All insurance requirements are included as a provision of the contract.

N. Sub-consultants – Proposer shall identify any sub-consultants and describe the responsibilities that will be assigned to them. The same level of references and background information required for Proposers shall be required of sub-consultants.

O. Acceptance of Conditions – Proposer shall include a statement offering the acceptance of all conditions listed in the RFP document (including, but not limited to, all the conditions reflected in the sample Professional Services Agreement) which shall be submitted with the proposal.

P. Public Record – All proposals submitted in response to this RFP will become the property of the City upon submission and a matter of public record pursuant to applicable law. City reserves the right to make copies of all proposals available for inspection and copying by interested members of the public as records of the City and City shall be under no obligation to the Proposer to withhold such records. In so far as a proposal contains information that the Proposer regards as proprietary and confidential, it shall be the responsibility of the Proposer (and not the City) to specifically identify which items of information are proprietary and clearly identify in writing which specific pieces of information are proprietary. It shall be insufficient for the Proposer to merely identify the entire proposal or an entire page or set of pages of proprietary. With respect to information deemed proprietary, the procedures set forth under subsection (T) below shall be observed. Not-to-exceed sums, hourly rates and the like that may be set forth in a proposal shall not constitute proprietary information nor shall any information readily available to the general public or any other information not regarded as proprietary and confidential under federal or state law.

Q. Right to Request Additional Information – During the evaluation process the City reserves the right, where it may serve the City’s best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions. At the discretion of the City, firms submitting proposals may be requested to make oral presentations as part of the evaluation process.

R. Additional Services – The Scope of Work describes the minimum baseline level of services required for the services contemplated under this RFP, however, cost-effective proposals that exceed the minimum levels of service are welcome. Upon final selection of the firm, the Scope

11 of Work may be modified and refined during negotiations with the City to account for the performance of services that exceed the baseline level called for under this RFP.

S. Conflict of Interest - By signing the Agreement, the successful Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with the award of the Agreement or any work for the proposed project. For the term of the Agreement, no elected or appointed official, officer or employee of the City, during the term of his/her service with the City and for two (2) years following his/her termination of office or employment with the City, shall have any direct interest in the Agreement, or obtain any present, anticipated or future material benefit arising therefrom.

T. Confidential Information - City reserves the right to make copies of a Proposer’s proposal available for inspection and copying by members of the public, (including proposals which may contain information the Proposer regards as proprietary in nature), unless the City’s legal counsel determines that the information which the Proposer regards as proprietary may be withheld pursuant to applicable provisions of the California Public Records Act (Govt. Code Section 6250 et seq.) or other applicable state or federal law. In the event City proposes to disclose records containing information the Proposer has specifically identified as being proprietary and confidential, City shall notify the Proposer in writing of its intent to release such information and the Proposer shall have five (5) working days after City’s issuance of its notice to give City written notice of Proposer’s objection to the City’s release of proprietary information. City will not release the proprietary information after receipt of the objection notice from the Proposer unless: (i) the objection notice is not received by the City until after the close of business on the 5th day following City’s issuance of the notice of intent to disclose; (iii) ordered to release the information by a court of competent jurisdiction; or (iii) the Proposer’s objection notice fails to include a fully executed indemnification agreement wherein the Proposer agrees indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, directors, employees and agents from and against all liability, loss, cost or expense (including attorneys’ fees) arising out of any legal action brought to compel the release of records containing the proprietary information which the Proposer wishes to withhold. Again, the Proposer must specifically identify the information it deems proprietary.

V. TERMS AND CONDITIONS
A. Certification

12 By submitting a proposal, Proposer certifies that it has fully read and understands this RFP and has full knowledge of the nature, scope and scale of services and tasks that are to be performed under this RFP. Proposer also certifies that its proposal was prepared without prior understanding, agreement or connection with any other Proposer submitting a proposal from this RFP, and is in all respects fair and without collusion or fraud, so that all proposals will result from free, open and competitive proposing among all Proposers.

B. Reserving Rights
The City reserves the right to reject any and all proposals received as a result of this RFP. City’s potential award of a contract will not be based on any single factor nor will it be based solely or exclusively on the lowest cost proposal. If a contract is awarded, it will be awarded to the proposer who in the judgment of the City has presented an optimal balance of relevant experience, technical expertise, technological innovation, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal is best for the City.

C. Assignment and Guarantee
No assignment by the Proposer of the contract or any part thereof, or of funds to be received hereunder, is binding unless the City has given written consent before such assignment. There is also no guarantee of a minimal amount of work or compensation for any Proposer selected for contract negotiations.

E. Clarification
Should discrepancies or omissions be found in this RFP or should there be a need to clarify this RFP, questions or comments should be emailed to Richard Iglesias, City Clerk, at [email protected]. The City shall not be responsible for, nor be bound by, any oral instructions, interpretations or explanations issued by the City.

F. Discrimination
The Proposer and all subcontractors must not discriminate, nor permit discrimination against any person on the grounds of race, national origin, sex, handicap, sexual orientation, or veteran status in their employment practices, in any of their contractual arrangements, in all services and accommodations they offer the public or in their business operations.

G. Indemnification
Proposer, at its own expense and without exception, shall indemnify, defend and pay all damages, costs, expenses, including attorney fees, and otherwise hold harmless the City, its employees and agents from any liability of any nature or kind in regard to the preparation or presentation of a proposal in response to this RFP.

13 H. Gratuity Prohibition
Proposer shall not offer any gratuities, favors or anything of monetary value to any official, employee or agent of the City for the purpose of influencing consideration of this proposal.

VI. PROPOSAL CONTENT
A. Cover Letter. The cover letter shall include the name, address, phone number and signature of the person authorized to bind the Proposer to the terms of the proposal.

B. Proposer’s Background. A summary of the Proposer’s background and their area(s) of professional expertise relevant to this RFP.

C. Project Approach/Methodology. A detailed description of the proposed approach/methodology for completing the required components of the Scope of Work. The Proposer shall demonstrate their understanding of the needs of the City and the objectives of the work proposed, as well as their ability to timely complete all the tasks outlined in the Scope of Work.

D. Project Schedule and Schedule Control. A detailed project schedule for each of the main components outlined in the Scope of Work in this RFP, outlining the tasks, activities, deliverables, milestones, and durations of each, including overlaps among the two components. Proposers shall allot sufficient time for review and feedback periods, as well as identify reasonably foreseeable delays that may occur, and factor in additional time as may be appropriate.

E. References. A minimum of three (3) public agency references highlighting similar work as requested in this RFP was performed by the team/personnel proposed for Cudahy. Such references must be for work completed within the last five (5) years, and include the name, title, and contact information of the public agency officer or employee responsible for overseeing the Proposer’s work.

F. Cost Proposal/ Fee Schedule. A detailed “not-to-exceed” cost proposal for each of the main components outlined on the Scope of Work in this RFP, as well as any specific cost savings. Any proposed payment schedule shall align with the project schedule. In addition, the cost proposal shall include an itemized budget, including all necessary labor costs and expenses (direct or indirect), for each of the components. The cost proposal shall state the current hourly rates of all assigned staff/team members. As well as any known increases to said rate scheduled to occur prior to completion of this project.

G. Validity of Proposal. Responses to this RFP shall be valid for a minimum of ninety (90) days. Proposers shall state the length of time for which the proposal

14 shall remain valid. Submissions not valid for at least ninety (90) days will be considered non-responsive.

CONTRACT IMPLEMENTATION
The contract resulting from this solicitation is tentatively scheduled to be awarded in October 2024. Upon award notification and prior to final contract approval, the successful proposer will be required to submit the following:
• Proof of general liability insurance
• Documentation of all credentials necessary to legally perform the services specified.
• A complete W9 form and, if applicable, non-resident withholding exemption form, if not already on file with the City; and • Proof of a current City of Cudahy tax certificate if the agency is in, or performs services within, the city limits agreed to by the parties.

The finalized contract will include the scope of work, the terms and conditions, the fee schedule and any negotiated modifications agreed to by the parties.

VII. EVALUATION PROCEDURES

EVALUATION CRITERIA
The following criteria shall be used by the Committee to evaluate proposals out of a possible total score of 100 points:

A. Adherence to the requirements, including provisions of all requested information and adequacy of responses; scaled 1-15 with 1 being missing elements and 15 being expertise demonstrated across all plan elements
B. Discussion of major issues identified on the project and how the consultant team plans to address them; the management approach and organization necessary to complete the specific report; and outline quality control measures to ensure delivery of a quality product on time and within budget; scaled 1-35 with 1 being proposal lacks cohesiveness and does not reflect RFP scope of services and 35 being demonstrates respondent’s complete and thorough proposal.

C. Information about the company (and all sub-consultants) including background on key personnel (including all sub-consultants) qualifications, abilities, local experience on comparable projects and length of service with the firm, reference information preferably with municipal agencies; scaled 1-50 with 1 being personnel has limited experience with all deliverables and 50 being team has multiple personnel with experience across multiple deliverables.

15 The City retains full discretion in determining the applicability and weight of the criteria listed above and is not required to select the lowest cost proposal. During the evaluation process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarification from Proposers, or to allow corrections of error or omissions.

SELECTION OF QUALIFIED PROPOSALS
The City will review the proposals submitted by all proposers. Based on the evaluation criteria, the City will determine which proposal is most advantageous for the award of the contract.

The City may at any time investigate a Proposer’s ability to perform work. The City may ask for additional information about a company and its work on previous contracts.

Proposers may choose not to submit such information in response to the City’s request.

However, if failure to submit such information does not clarify the City’s questions concerning the ability to perform, the City may discontinue further consideration of a particular proposal. The City would typically be interested in previous experience in performing similar or comparable work, staffing and personnel turnover, financial statement of resources for current and past periods and other relevant information.

Please be aware that the City may use sources of information not supplied by the Proposer concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City.

ORAL PRESENTATIONS OF PROPOSAL SUBMISSION
After selection of best qualified proposers, the Evaluation Committee may determine that oral presentations are required before making a final decision. The City will invite the proposers with the highest evaluation scores to make such presentations.

Discussions will be on an individual basis and closed to third parties and other Proposers.

During the presentation, the City and the Proposer will review in detail all aspects of the City’s requirements and the proposal. During these reviews, the Proposer may offer revisions and the City may accept the revisions in the proposal. Similarly, the City may ask for revisions, and the Proposer may accept.

If it is necessary to conduct interviews, the City will choose the number of proposers to be interviewed and schedule them accordingly.

16 AWARD
The award may be awarded to the most advantageous proposal based on the evaluation criteria. Alternatively, the top scoring proposals may require the candidate to submit final and best offers.

VIII. PROPOSAL SUBMITTAL
Three (3) hard copies of the proposal and an electronic copy (flash drive) shall be presented in an envelope or package. Hard copies should be bound and include the name of the Proposer and the title “Request for Proposal – Professional Security Guard Services” The envelope of package shall bear the name, address, and telephone number of the individual or entity submitting the proposal and shall be addressed as follows:

Office of the City Clerk
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Proposals can be hand delivered or mailed to the address listed above. Proposals will not be accepted by fax or e-mail.

The proposal shall be delivered to the above address on or before 3:00 P.M. on September 19, 2024.

X. STAFF CONTACT
For inquiries, please contact John Peraza at (323) 773-5143 or email at [email protected].

Issued by:

CITY OF CUDAHY
City Manager’s Office
____________________________
John Peraza
Assistant to the City Manager

APPENDIX A

SAMPLE CONTRACT

PROFESSIONAL SERVICES AGREEMENT
(CONSULTANT NAME – DESCRIPTION OF ENGAGEMENT)

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this ___________day of _________________ 20______ (hereinafter, the “Effective Date”), by and between the CITY OF CUDAHY, a municipal corporation (“CITY”) and CONSULTANT NAME, a CORPORATION TYPE (hereinafter, “CONSULTANT”). For the purposes of this Agreement CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably.

WHEREAS, CITY wishes to engage CONSULTANT to provide the following specialized services:__________________________; and
WHEREAS, CITY’s in-house personnel is presently unable to perform the specialized services and tasks contemplated under this Agreement; and WHEREAS, CONSULTANT possesses the specialized training, skill, expertise and experience required to perform the services contemplated under this Agreement; and

WHEREAS, CONSULTANT agrees to perform the various services and tasks set forth under this Agreement subject to the terms and conditions set forth herein; and NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

I.

ENGAGEMENT TERMS

1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “A” (hereinafter referred to as the “Scope of Services”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”

1.2 TERM: This Agreement shall have a term of TERM PERIOD commencing from EFFECTIVE DATE, unless CITY issues written notice of its intent not to authorize an additional extension term(s). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.

1.3 COMPENSATION:

A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Services in accordance with the compensation schedule which is [_____THIS LANGUAGE MAY VARY DEPENDING ON THE LOCATION OF ANY APPLICABLE COMPENSATION SCHEDULE – SOME SCHEDULES

ARE EMBEDDED IN THE SCOPE OF SERVICES WHILE OTHERS CAN BE

FOUND IN A SEPARATE STAND-ALONE SCHEDULE WHICH SHOULD BE ATTACHED AS AN EXHIBIT TO THE AGREEMENT______] (hereinafter, the “Approved Rate Schedule”).

B. Section 1.3(A) notwithstanding, CONSULTANT’s total compensation during the Term of this Agreement or any extension term shall not exceed the budgeted aggregate sum of NOT-TO-EXCEED SUM (hereinafter, the “Not-toExceed Sum”), unless such added expenditure is first approved by the CITY acting in consultation with the Superintendent and the Director of Fiscal Services. In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of the Term or any single extension term, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITY-approved amendment to the compensation terms of this Agreement.

1.4 PAYMENT OF COMPENSATION: Reserved; No text.

1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement.

CITY shall have the right to access and examine such records, without charge, during normal business hours. CITY shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be

compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVES: The CITY hereby designates the CITY REPRESENTATIVE TITLE (hereinafter, the “CITY Representatives”) to act as its representatives for the performance of this Agreement. The Superintendent shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement.

CONSULTANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates CONSULTANT REPRESENTATIVE NAME AND TITLE to act as its
representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. CONSULTANT Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative shall constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT shall perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall perform all Work in a manner reasonably satisfactory to the CITY;
C. CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of

Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
F. All of CONSULTANT’s employees and agents (including but not limited subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing and in their sole and absolute discretion.

The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT’s profession.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of

any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work shall be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.

CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant shall be promptly removed by CONSULTANT and shall not be re-assigned to perform any of the Work.

2.8 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements.

2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital

status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.

2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain polices of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT shall procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss,

claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT shall procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and shall be endorsed to include contractual liability.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide.

As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All polices of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY.

Accordingly, CONSULTANT warrants, represents and agrees that its shall

furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.

IV.

INDEMNIFICATION

4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance