Agenda packet, first session — Malibu City Council, August 12, 2024 (part 2 of 4)

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement. The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.

5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business by any City employee or official.

5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 Termination. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other party ten (10) days written notice of such termination and the effective date thereof.

6.1.1 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be returned to the City. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the notice of termination.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultants shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages. 28 Agreement for Professional Services
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6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C which is incorporated herein.

6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, and the parties cannot mutually agree on Consultant’s percentage of fault, the parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.

6.5.1. Duty to defend:

In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
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6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.

6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.

6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 Legal Construction.
(a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California.
(b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
(c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
(d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto. 30 Agreement for Professional Services
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6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.

6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans. Should the Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to the Consultant.

6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.14 Waiver; Remedies Cumulative. Failure by a party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

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connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that party or those parties may be entitled.

6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes or modifications to this Agreement must be made in writing appropriately executed by both the City and the Consultant.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Steve McClary CONSULTANT: Robert P. Woodward
City Manager Principal
City of Malibu M6 Consulting, Inc.
23825 Stuart Ranch Road 893 Patriot Drive, Unit E
Malibu, CA 90265-4861 Moorpark, CA 93021
TEL (310) 456-2489 x 226 TEL (805) 379-1015
FAX (310) 456-2760

6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

7.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming-office, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code. 32 Agreement for Professional Services
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City Initials ft-
Consultant Jnitialsj�

7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a "consultant" for the purpose of the California Political Refonn Act because Consultant's duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Conunission Regulation l 8700.3(a) and is otherwise not serving in staff capacity in accordance with the City's Conflict of Interest Code.

City Initials -�
Consultant Initials �/
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EXHIBIT A

SCOPE OF WORK
The Consultant shall provide all professional services described herein below.

1.0 General:

The CONSULTANT will provide consulting Civil Engineering services, including but not limited to: performing plan checking, reviewing and evaluating development proposals, writing conditions of approval, assisting with FEMA projects and procedures, design of disaster related repair projects, grant writing, structural recommendations and calculations, construction management, design of capital improvement projects, including but not limited to; street improvements, storm drain and sanitary sewer improvements, recycled water projects, and parks and recreation projects; performing AutoCAD and other computer aided drafting support; feasibility/concept plan studies and recommendations; preliminary, final and construction design studies; applicable subconsultant and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; participating in meeting with City staff associated with various development and improvement projects; and such other services as may be required by the CITY. Services will be provided by CONSULTANT on projects as authorized and directed by CITY. CONSULTANT will, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative.

The On-Call civil engineering firm selected for a specific project assignment shall complete all work required in accordance with Federal, State, and County requirements and obtain agency approvals and permits, as necessary. All Civil Engineering services shall be conducted under the direction of a Registered Civil Engineer licensed in the State of California.

2.0 Work Tasks:

Upon request by CITY, CONSULTANT will perform the following tasks:
x Provide plan checking services for land development projects. x Perform concept and feasibility studies for City projects. x Prepare permit engineering and evaluation reports (PEER). x Prepare preliminary design reports.
x Prepare engineering calculations and designs, plans, specifications, cost estimates, contract bidding documents, and other design related documents.
x Provide drafting and computer aided drafting support. x Perform record drawing, utility, or other searches.
x Perform field investigations.
x Provide general civil engineering services.
x Perform pavement conditioning rating related to the City’s Pavement Management System.
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x Providing educational seminars/presentations to members of the public. x Participate in meetings with the community, City, County, and Caltrans staff associated with various development and improvement projects. x Provide other professional consultant services as directed by the City. 36 Agreement for Professional Services
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EXHIBIT B
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EXHIBIT C

INSURANCE LANGUAGE
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or services under this Agreement, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.

Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.

Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer;
• “Pay on behalf of” wording as opposed to “reimbursement”; • Concurrency of effective dates with primary policies.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess 38 Agreement for Professional Services
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over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.

OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.

Primary/Noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
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Enforcement of Contract Provisions (Non Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

Additional Insured Status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

Prohibition Of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

Separation of Insureds. A severability of interests’ provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with 40 Agreement for Professional Services
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the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.

City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.

Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

Timely Notice Of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER

OTH- STATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY)

POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
3/12/2024
Risk Strategies Company
2040 Main Street, Suite 450
Irvine, CA 92614
949-242-9240
www.risk-strategies.com CA DOI License No. 0F06675
RSC Insurance Brokerage
Risk Strategies Company
[email protected]
m6 Consulting, Inc.
4165 Thousand Oaks Blvd., Ste 355
Westlake Village CA 91362
79047086
✓
City of Malibu, its officers and employees are named as additional insureds and primary/non-contributory clause applies to the City of Malibu
23825 Stuart Ranch Road
Malibu CA 90265-4861
Projects as on file with the insured.
general liability policy-see attached endorsement.

A OD3A251052 3/14/2024 3/14/2025 2,000,000
1,000,000
✓
5,000
✓
2,000,000
4,000,000
✓ 4,000,000
B AW3J657265 3/14/2024 3/14/2025 1,000,000
✓
✓✓
C 72WEGAW7LAC 3/14/2024 3/14/2025 ✓
1,000,000
1,000,000
1,000,000
D Professional Liability 121AE016958104 3/15/2024 3/15/2025 Per Claim: $1,000,000 Aggregate: $2,000,000
Massachusetts Bay Insurance Co. 22306
Allmerica Financial Benefit Insurance Co 41840
Hartford Casualty Insurance Company 29424
Argonaut Insurance Company 19801
79047086 | 24-25 GL-AL-WC-PL | Sherry Young | 3/12/2024 12:59:06 PM (PDT) | Page 1 of 5 42 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS –

SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Name of Person or Organization Location of Covered Operations
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
For the purpose of coverage provided by this
endorsement, the following changes are made to
SECTION II – LIABILITY:

A. The following is added to SECTION II –
LIABILITY, C. Who is a n Insured:

Any person or organization shown in the Schedule
above is also an additional insured, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part, by:
a. Your acts or omissions; or
b. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured at the location designated
above.

However:
c. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
d. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. The following is added to SECTION II –
LIABILITY, B. Exclusions:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:
a. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured at the
location of the covered operations has been
completed; or
b. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

C. The following is added to SECTION II –
LIABILITY, D. Liability and Medical Expenses
Limits of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-193 7 08 16 Includes copyrighted material of Insurance Servi ces Offi ces, Inc., with i ts permission. Page 1 of 1 OD3A251052
City of Malibu, its officers and employees Projects as on file with the insured m6 Consulting, Inc.
79047086 | 24-25 GL-AL-WC-PL | Sherry Young | 3/12/2024 12:59:06 PM (PDT) | Page 2 of 5 POLICY NO.:
43 391-1602 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS –

COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM

SCHEDULE
Name Of Person Or Organization Location And Description Of Completed Operations (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
For the purpose of coverage provided by this
endorsement, the following changes are made to
SECTION II – LIABILITY:

A. The following is added to SECTION II –
LIABILITY, C. Who Is An Insured:

Any person or organization shown in the Schedule
above is also an additional insured, but only with
respect to liability for "bodily injury" or "property
damage" caused, in whole or in part, by "your
work" at the location designated and described in
the Schedule above, performed for that additional
insured and included in the "products-completed
operations hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. The following is added to SECTION II –
LIABILITY, D. Liability And Medical Expenses
Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.

OD3A251052
City of Malibu, its officers and employees Projects as on file with the insured m6 Consulting, Inc.
79047086 | 24-25 GL-AL-WC-PL | Sherry Young | 3/12/2024 12:59:06 PM (PDT) | Page 3 of 5 POLICY NO.:
44 No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail.

Architects and Engineers
The following policy language is from Businessowners General Liability Coverage Part NAMED INSURED: POLICY NUMBER:

The following are mandatory forms on the policy identified on the Certificate of Insurance:
391-1586 (08-16) BUSINESSOWNERS GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Additional Insured by Contract, Agreement or Permit
A. Section II – Liability, C – Who is an insured is amended to include as an additional insured any person or organization with whom you agreed in a written contract, written agreement or permit but only respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your acts or omissions; or the acts or omissions of those acting on your behalf, but only with respect to:
(i) “Your work” for the additional insured(s) designated in the contract, agreement or permit including "bodily injury" or "property damage" included in the "products - completed operations hazard" only if this Coverage Part provides such coverage;
(ii) Premises you own, rent, lease, or occupy; or
(iii) Your maintenance, operation or use of equipment leased to you. *Definition: “Your work” a. Means: (1) Work or operations performed by you or on behalf; and (2) materials, parts or equipment furnished in connection with such work or operations; b. Includes (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of “your work”; and (2) the providing of or failure to provide warnings or instructions.

This provision does not apply:
(1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily Injury”, “property damage”, “personal injury” or “advertising injury". (2) To any person or organization Included as an Insured by an endorsement Issued by us and made part of this Coverage Part.
(3) To any lessor of equipment (a) After the equipment lease expires; or (b) If the "bodily Injury", "property damage", "personal injury" or "advertising Injury'' arises out of sole negligence of the lessor. (4) To any: (a) Owners or other Interests from whom land has been leased which takes place after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The “bodily injury”, “property damage”, “personal injury” or "advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you.

Other Insurance Primary & Non-Contributory
The following paragraph is added to SECTION III – COMMON POLICY CONDITIONS, H – Other Insurance: Additional Insured – Primary and Non-Contributory. If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II – Liability, C. Who is an Insured is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under SECTION II – LIABILITY of this Coverage Part, our obligations are limited as follows:
(1) Primary Insurance: This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (a) For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. (2) Excess Insurance:
(a) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner;
m6 Consulting, Inc. OD3A251052
79047086 | 24-25 GL-AL-WC-PL | Sherry Young | 3/12/2024 12:59:06 PM (PDT) | Page 4 of 5 45 No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. (iii) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or
(iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION II - LIABILITY. B. Exclusions, 1. Applicable to Business Liability Coverage. (v) That is insurance available to you for your participation in any past or present "unnamed joint venture". (vi) That is any insurance you may have that provides coverage for your professional services. (b) When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (c) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(i) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (ii) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage part.
(3) Method Of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

Per Project Aggregate
The following changes are made to SECTION II - LIABILITY:

1. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4:

The Aggregate Limits of Insurance apply separately to each of "your projects" or each "location" listed in the Declarations.

2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions:

1. "Your project" means:
a. Any premises, site or "location" at, on, or in which "your work" is not yet completed; and b. Does not include any "location" listed in the Declarations.

2. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.

Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and, b. Separately to each insured against whom claim is made or “suit” is brought.

Waiver Of Subrogation
The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following:

We waive any right of recovery we may have against the person or organization where required by written contract because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization where required by written contract.

Notice Of Cancellation
For any statutorily permitted reason other than non-payment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to 0 Days.

AUTHORIZED REPRESENTATIVE
*From Hanover Forms: 391-1003 (08/16); 391-1445 (08/16); 391-1586 (08/16), 391-1003 (08/16) 79047086 | 24-25 GL-AL-WC-PL | Sherry Young | 3/12/2024 12:59:06 PM (PDT) | Page 5 of 5 46 AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of August 12, 2024 by and between the City of Malibu (hereinafter referred to as the "City"), and Interwest Consulting Group (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract out for consulting services for certain projects relating On Call Civil Engineering Services.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in the Scope of Work, attached to and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.

2.0 TERM OF AGREEMENT. This Agreement will become effective on August 12, 2024, and will remain in effect for a period of 3 years from said date unless otherwise expressly extended and agreed to by both parties or terminated by either party as provided herein.

3.0 CITY AGENT. The City Manager, or his or her designee, for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager, or his or her designee, has the authority to provide that approval or authorization.

4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with Exhibit “A”, Scope of Work and Exhibit “B” compensation schedule. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.

Attachment 3
47 Agreement for Professional Services
Interwest Consulting Group

Page 2 of 17 ends

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

6.0 GENERAL TERMS AND CONDITIONS.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultants shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages. 48 Agreement for Professional Services
Interwest Consulting Group

Page 3 of 17 ends

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

6.5.1. Duty to defend:

In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
49 Agreement for Professional Services
Interwest Consulting Group

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6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto. 50 Agreement for Professional Services
Interwest Consulting Group

Page 5 of 17 ends

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

Page 6 of 17 ends

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Steve McClary CONSULTANT: Paul Meschino
City Manager President
City of Malibu Interwest Consulting Group
23825 Stuart Ranch Road 1 Jenner, Ste. 160
Malibu, CA 90265-4861 Irvine CA 92618
TEL (310) 456-2489 x 226 TEL (949) 201-2468
FAX (310) 456-2760

7.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming-office, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code. 52 Agreement for Professional Services
Interwest Consulting Group

Page 7 of 17 ends

City Initials ______
Consultant Initials ______

7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______
53 Agreement for Professional Services
Interwest Consulting Group

Page 8 of 17 ends

This Agreement is executed on _____________________, at Malibu, California, and effective as of August 12, 2024.

CONSULTANT:
_______________________________
By:

CITY OF MALIBU:
___________________________________
DOUG STEWART, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
Paul Meschino
President - Interwest
54 Agreement for Professional Services
Interwest Consulting Group

Page 9 of 17 ends

EXHIBIT A

SCOPE OF WORK
The Consultant shall provide all professional services described herein below.

1.0 General:

2.0 Work Tasks:

Upon request by CITY, CONSULTANT will perform the following tasks:
• Provide plan checking services for land development projects. • Perform concept and feasibility studies for City projects. • Prepare permit engineering and evaluation reports (PEER). • Prepare preliminary design reports.
• Prepare engineering calculations and designs, plans, specifications, cost estimates, contract bidding documents, and other design related documents.
• Provide drafting and computer aided drafting support. • Perform record drawing, utility, or other searches.
• Perform field investigations.
• Provide general civil engineering services.
• Perform pavement conditioning rating related to the City’s Pavement Management System.
55 Agreement for Professional Services
Interwest Consulting Group

Page 10 of 17 ends

• Providing educational seminars/presentations to members of the public. • Participate in meetings with the community, City, County, and Caltrans staff associated with various development and improvement projects. • Provide other professional consultant services as directed by the City. 56 Agreement for Professional Services
Interwest Consulting Group

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EXHIBIT B

COMPENSATION SCHEDULE
57 Agreement for Professional Services
Interwest Consulting Group

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58 Agreement for Professional Services
Interwest Consulting Group

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59 Agreement for Professional Services
Interwest Consulting Group

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EXHIBIT C

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess 60 Agreement for Professional Services
Interwest Consulting Group

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Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
61 Agreement for Professional Services
Interwest Consulting Group

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Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with 62 Agreement for Professional Services
Interwest Consulting Group

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THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
7/12/2024
McGriff Insurance Services LLC
2200 N. Commerce Parkway
Suite 200
Weston FL 33326
Lauren Mayer 954-385-6022 866-802-8684 [email protected] Berkshire Hathaway Homestate Ins Co 20044 132SAFEBLLC Everest Indemnity Insurance Company 10851 Interwest Consulting Group, Inc.
444 N Cleveland Ave;
Loveland CO 80538
Everest Premier Insurance Company 16045 Bridgeway Insurance Company 12489 Lexington Insurance Company 19437 Great American E&S Insurance Company 37532 611869660 B X 1,000,000 X 300,000 X 10,000 10,000 1,000,000 2,000,000 X Y Y CF3GL00415231 10/3/2023 10/3/2024
2,000,000
C 1,000,000 X
X X
Y Y CF3CA00337231 10/3/2023 10/3/2024
Excess per occ / agg 1,000,000
D
E
X 10,000,000 X
Y 8EA7XL000207902
011170903
10/3/2023
10/3/2023
Y 10/3/2024
10/3/2024
10,000,000 X
0 A X
N
Y SAWC561586 5/12/2024 5/12/2025
1,000,000 1,000,000 1,000,000
F Professional Liability TER5070488 10/3/2023 10/3/2024 Each Claim/Aggregate 10,000,000 Crime Coverage - Twin City Fire Insurance Co NAIC #29459 - Policy #21KB029389123 - Effective 10/3/23 - 10/3/24 - $1,000,000 Ded $10,000 Cyber Coverage - Coalition Insurance Company NAIC # 29530 - Policy #C4LRS025767CYBER2023 effective 10/3/23 - 10/3/24. AGG $3,000,000 DED $100,000.

City of Malibu as Additional Insured with respect to General Liability & Automobile Liability when required by written contract.

Waiver of Subrogation in favor of the General Liability & Workers Compensation when required by written contract. Umbrella Follows Form.

Primary & Non-Contributory basis with respect to General Liability. 30 Day Notice of Cancellation.

City of Malibu
23825 Stuart Rach Road
Malibu CA 90265
64 Endorsement Effective: Policy No.:

Insured:
(Ed. 01-19)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA

BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

Blanket Waiver
Person/Organization

Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

Waiver Premium (prior to adjustments)
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement No.:

Premium $
Insurance Company:

WC 99 04 10 C

Countersigned by ______________________________________ (Ed. 01-19)
Job Description
All CA Operations
Berkshire Hathaway Homestate Ins Co
SAWC561586
3697.00
05/12/2024
65 COMMERCIAL AUTO
ECA 24 503 02 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ECA 24 503 02 14 Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc., used with its permission.

Page 1 of 1 ends

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

SCHEDULE
Name of Person or Organization:

ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIGNED PRIOR TO THE DATE OF THE "ACCIDENT".
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)
The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition is amended by the addition of the following:

We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for an “accident” or “loss”, provided that you are required under a written agreement to waive your rights of recovery. The written agreement must be made prior to the date of the “accident” or “loss”. This waiver applies only to the person or organization shown in the Schedule above.

AGENT COPY
66 AGENT COPY
POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are ‘‘insureds’’ for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name Of Person(s) Or Organization(s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an ‘‘insured’’ for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an ‘‘insured’’ under the Who Is An Insured
provision contained in Paragraph A.1. of Section II ---- Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I ---- Covered Autos
Coverages of the Auto Dealers Coverage Form.

CF3CA00337231

ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIGNED PRIOR TO THE DATE OF THE "ACCIDENT".

67 COMMERCIAL AUTO
ECA 24 509 04 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ECA 24 509 04 14 Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc., used with its permission

Page 1 of 1 ends

PRIMARY AND NONCONTRIBUTORY –
OTHER INSURANCE CONDITION – BLANKET
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE PART
Paragraph c. of the Other Insurance General
Condition is replaced by the following:
c. Regardless of the provisions of Paragraph a.
above, this Coverage Form’s Liability Coverage is
primary and we will not seek contribution from any
other insurance for any liability assumed under an
“insured contract” that requires liability to be
assumed on a primary noncontributory basis.

Additionally, only the coverage and limit of
insurance requirements of the “insured contract”
shall apply, and in no event shall those
requirements exceed the coverage and limits of
insurance provided under this policy.

INSURED COPY
68 POLICY NUMBER: CF3CA00337231 COMMERCIAL AUTO
CA 04 22 11 20
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 04 22 11 20 © Insurance Services Office, Inc., 2019 Page 1 of 1

EARLIER NOTICE OF CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

Named Insured: SAFEBUILT, LLC
Endorsement Effective Date: 10/03/2023

SCHEDULE
Number Of Days' Notice:
30 Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

For any statutorily permitted reason other than
nonpayment of premium, the number of days required
for notice of cancellation, as provided in Paragraph 2. of either the Cancellation Common Policy Condition
or as amended by an applicable state cancellation
endorsement, is increased to the number of days
shown in the Schedule above.

INSURED COPY
69 70

ALL LOCATIONS
71 72
POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "products-completed operations hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

As required by written contract.

CF3GL00415231
73 74
Policy Number: CF3GL00415231
75

Page 1 of 2 ends

Agenda Item # 3.B.7.

Council Agenda Report
To: Mayor Stewart and the Honorable Members of the City Council Prepared by: Brandie Ayala, Senior Management Analyst
Reviewed by: Rob DuBoux, Public Works Director/City Engineer Approved by: Steve McClary, City Manager
Date prepared: July 9, 2024, Meeting date: August 12, 2024 Subject: Professional Services Agreement for On-Call Traffic Engineering Services
RECOMMENDED ACTION: 1) Authorize the Mayor to execute Professional Services Agreements with Kimely-Horn & Associates, Inc. (Kimley-Horn), Transtech Engineers, Inc., and General Technologies and Solutions (GTS) to provide On-Call Traffic Engineering Services.

FISCAL IMPACT: No additional appropriation is required. Funding for the first year of these agreements is included in the Adopted Budget for FY 2024-25 in Account No. 100- 3008-5125 (Traffic Engineering). A portion of these agreements will include development review services. Those services are compensated through development permit fees. The remaining two years of these agreements will be funded in future budgets.

STRATEGIC PRIORITY: This item is part of the day-to-day operations identified in the Adopted FY 2023-24 Strategic Priority Project List. Staff continue to work on ongoing projects and normal business while the FY 2024-25 Strategic Priority Plan is finalized.

DISCUSSION: The On-Call Traffic Engineering Services agreement provides various traffic engineering services to the City including performing land development plan checking for traffic related issues, reviewing traffic impact analysis, parking studies, speed studies surveys, designing and reviewing traffic control and traffic signal plans, collecting, and analyzing traffic data, preparing traffic engineering reports, and other traffic related services.

City Council Meeting
08-12-24
Item

3.B.7.
1

Page 2 of 2 ends

Agenda Item # 3.B.7.

On April 11, 2024, the City issued a Request for Qualifications (RFQ) for On Call Traffic Engineering Services. On May 16, 2024, the City received six proposals. Staff evaluated each firm’s qualifications and proposals, inviting four firms to participate in a virtual interview. On July 8, 2024, a selection panel made up of staff and outside participants conducted virtual interviews and identified Kimely-Horn, Transtech Engineers, Inc., and GTS as the most qualified firms.

Kimely-Horn has successfully provided these services for the City in previous years and are familiar with the City’s traffic engineering service requirements and expectations.

Transtech was selected due to their extensive traffic qualifications and their experience with working with other municipalities. Lastly, GTS demonstrated their qualifications by providing specific examples of similar agreements for the City of Rancho Palos Verdes and the City of Hermosa Beach. GTS has also listed Rock Miller as a subconsultant, who previously worked with the City and prepared the 2015 Pacific Coast Highway Safety Study and successfully completed other traffic assignments in the previous years. Having three qualified firms to provide these services will be an efficient use of resources, minimize delays, provide cost effective solutions to work on the Strategic Priority Project list or other Public Works development needs. Staff will use these firms rotationally during the agreement term.

Staff recommends authorizing the Mayor to execute agreements with Kimely-Horn, Transtech Engineers, Inc., and GTS to provide On-Call Traffic Engineering Services.

ATTACHMENTS:

1. Professional Services Agreement with Kimely-Horn & Associates, Inc.

2. Professional Services Agreement with Transtech Engineers, Inc.

3. Professional Services Agreement with General Technologies and Solutions 2 Docusign Envelope ID: 7 A 12DC 1 B-F02B-4F7C-BD14-0D4A9E3F7BE4

AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of August 12, 2024 by and between the City of Malibu (hereinafter referred to as the "City"), and Kimely-Hom and Associates, Inc. (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

REC I TALS
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract out for consulting services for certain projects relating On Call Traffic Engineering Services.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

1.0 SCOPE OF THE CONSULTANT'S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in the Scope of Work, attached to and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.

4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with Exhibit "A", Scope of Work and Exhibit "B" compensation schedule. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.

Attachment 1
3 Docusign Envelope ID: 7A12DC1B—FOZB-4F7C-BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley—Horn and Associates, Inc.

Page 2 of 15 ends

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 .1 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be retumed to the City. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the notice of termination.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City Violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultants shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages. 4 Docusign Envelope lD: 7A1 2DC1 B-F02B-4F7C—BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 3 of 15 ends

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement Without the express prior written consent of the City.

6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

6.5.1. Duty to defend:

In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attomey’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
5 Docusign Envelope ID: 7A12DC1 B-FOZB—4F7C-BD14-OD4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 4 of 15 ends

6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city govemments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 Legal Construction.
(a) This Agreement is made and entered into in the State of Califomia and shall in all respects be interpreted, enforced, and govemed under the laws of the State of Califomia.
(b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
(c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
(d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto. 6 Docusign Envelope ID: 7A12DC1 B-F02B—4F7C—BD14—OD4A9E3F7BE4 Agreement for Professional Services
Kimley—Horn and Associates, Inc.

Page 5 of 15 ends

6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim Within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.

6.14 Waiver; Remedies Cumulative. Failure by a party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and altemative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

6.17 Attorneys' Fees. The parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attomeys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or 7 Docusign Envelope ID: 7A12DC1 B-FOZB-4F7C-BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 6 of 15 ends

connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attomeys' fees and costs in addition to all other relief to which that party or those parties may be entitled.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered Via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

7.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the govemmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming-office, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of CITY: Steve McClary CONSULTANT: Sri Chakravarthy
City Manager Sr. Vice President
City of Malibu Kimley-Horn and Associates,
Inc.
23825 Stuart Ranch Road 660 S Figueroa St., Ste. 2050
Malibu, CA 90265-4861 Los Angeles, CA 90017
TEL (3 10) 456-2489 x 226 TEL (213) 261-4040
FAX (310) 456-2760

6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or 8 Docusign Envelope ID: 7A12DC1 B—FOZB—4F7C-BD14-OD4A9E3F7BE4 Agreement for Professional Services
Kimley-Harn and Assaciates, Inc.

Page 7 of 15 ends

Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.

City Initials
Consultant Initials

7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not Within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.

City Initials
Consultant Initials @
9 Docusign Envelope ID: 7 A 12DC1 B-F02B-4F7C-BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 8 of 15 ends

This Agreement is executed on ---------, at Malibu, California, and effective as of August 12, 2024.

CONSULT ANT:

G�cucr::�J Pt 1-�kL q
8819A53198884E8 ...

By: Sri Chakravarthy, Sr. Vice President
CITY OF MALIBU:

DOUG STEWART, Mayor
ATTEST:

KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:

THIS DOCUMENT HAS BEE REVIEWED

BY THE CITY ATTOR EY'S OFFICE
TREVOR RUSIN, Interim City Attorney
10 Docusign Envelope ID: 7A1ZDC1B-FOZB-4F7C-BD14-OD4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn andAssociates, Inc.

Page 9 of 15 ends

EXHIBIT A

SCOPE OF WORK
The Consultant shall provide all professional services described herein below.

1.0 General:

The CONSULTANT will provide consulting Traffic Engineering and/or plan checking services, including but not limited to: performing plan checking for traffic related issues; reviewing traffic impact analysis, parking studies, and other traffic reports; feasibility/concept plan studies and recommendations; preliminary, final and construction design studies; applicable subconsultant and engineering disciplines as required; preparation of construction plans, specifications and estimates (opinions of construction cost); research of utilities and other records; collecting and analyzing traffic data; participating in meeting with City staff associated with various development and improvement projects; and such other services as may be required by the CITY. Services will be provided by CONSULTANT on projects as authorized and directed by CITY. CONSULTANT will, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative.

The On-Call Traffic Engineering firm selected for a specific project assignment shall complete all work required in accordance with Federal, State, and County requirements and obtain agency approvals and permits, as necessary. All Traffic Engineering services shall be conducted under the direction of a Registered Civil Engineer, or a Traffic Engineer licensed in the State of California.

2.0 Work Tasks:

Upon request by CITY, CONSULTANT will perform the following tasks:

O Provide plan checking services for traffic related issues.

O Provide plan checking services for traffic impact analysis reports, parking studies, and other traffic reports.

Provide plan checking services for traffic control plans.

Perform concept and feasibility studies for City project.

Prepare permit engineering and evaluation report (PEER).

O Perform speed studies surveys and analysis.

O Prepare preliminary design reports.

O Prepare plans, specifications, estimates (opinions of construction cost) and other design related documents.

Provide drafting and computer aided drafting support.

Perform record drawing, utility, or other searches.

O Perform field investigations related to traffic.

O Provide general traffic engineering services.

O Prepare traffic impact analysis.

O Prepare traffic control plans.
11 Docusign Envelope ID: 7A12DC1 B-FOZB-4F7C-BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 10 of 15 ends

Prepare traffic signal plans.

Perform traffic counts and perform related analysis.

Perform pavement conditioning rating related to the City’s Pavement Management System.

Providing educational seminars/presentations to members of the public.

Collect and analyze traffic data.

Participate in meetings with the community, City, County, and Caltrans staff associated with various development and improvement projects.

Provide data collection and complete the required documentation for the Highway Performance Monitoring System (HPMS).

Perform traffic signal and stop sign warrant analysis.

Perform sight distance analysis.

Provide other professional consultant services as directed by the City. 12 Docusign Envelope ID: 7A12DC1 B-FOZB—4F7C-BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley—Horn and Ass0ciates, Inc.

Page 11 of 15 ends

EXHIBIT B

COMPENSATION SCHEDULE
Kimley-Horn and Associates, Inc.

Hourly Labor Rate Schedule
Effective through June 30, 2025
Subject to annual adjustment thereafter
Internal Reimbursable Expenses will be charged at 5% of Labor Billings External Reimbursable Expenses will be charged at 10% mark—up Sub-Consultants will be billed at cost plus 10%
Classification Rate
Analyst i $145 Analyst ii $165 Professional i $200 Professional ii $225 Professional iii $235 Senior Professional i $270 Senior Professional ll $315 Senior Professional Ill $345 Technical Support $170 Support Staff $125 13 Docusign Envelope ID: 7A1 2DC1 B-FOZB-4F7C-BD14—OD4A9E3F7BE4 Agreement for Professional Services
Kimley—Horn and Associates, Inc.

Page 12 of 15 ends

EXHIBIT C

General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
_ Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
° A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer; ° “Pay on behalf of’ wording as opposed to “reimbursement”; ° Concurrency of effective dates with primary policies.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess 14 Docusign Envelope ID: 7A12DC1 B-FO2B—4F7C-BD14-0D4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 13 of 15 ends

Primary/Noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self— insurance shall be called upon to protect it as a named insured.

Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of Califomia, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
15 Docusign Envelope ID: 7A12DC1B-FOZB—4F7C-BD14-OD4A9E3F7BE4 Agreement for Professional Services
Kimley-Horn and Associates, Inc.

Page 14 of 15 ends

Separation of Insureds. A severability of interests” provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits ofliability. The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with 16 Docusign Envelope ID: 7A12DC1 B-FD2B—4F7C-BD14—OD4A9E3F7BE4 Agreement for Professional Services
Kimley—Ham and Associates, Inc.

Page 15 of 15 ends

Self-Insured Retentions. Any self—insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. . City of Malibu Public Works Department 23825 Stuart Ranch Road
Malibu CA 90265
AUTHORIZED REPRESENTATIVE /‘ "’7 /‘. pg; q \Jg ’46-‘44 g i W4 ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. AII rights reserved.

The ACORD name and logo are registered marks of ACORD
’ ’ 0 ACORD V CERTIFICATE OF LIABILI I Y INSURANCE DATE(MMIDD/YYYV) 7/17/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

PRODUCER
Edgewood Partners Ins, Center/Greyling
3780 Mansell Rd. Suite 370
Alpharetta GA 30022
couTAcT AME; Jerry Noyola
gHONE FAX
(A1c NO Ext). 7702207699 (Alc, No):

Wgrewngmm
INSURER(S) AFFORDING COVERAGE NAIc#
mSURERA: National Union Fire Ins Co of Pittsburg 19445
INSURED KIMLAss
Kimley-Horn and Associates, Inc.
421 Fayetteville Street, Suite 600
Raleigh, NC 27601
msURER a : Allied World Assurance Co (U.S.) Inc. 19489
lNsURER c ; New Hampshire Insurance Company ' 23841
INSURER D: Lloyd‘s of London 85202
msURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 1905262978 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR TYPE OF INSURANCE ADDL
IN§D
sueRI wvo‘ Poucv NUMBER Poucv EFF (MM/no/YYYYI
Poucv Exp
( MMIDD/YYYYI LIMITS
A X COMMERCIALGENERAI. LIABILITY

CLAIMS-MADE OCCUR
GL5268169 4/1/2024 4/1/2025 EAcH occuRRENCE $ 2,000,000 : DAMAGE To RENTED PREMISES (Ea occurrence) $ 1,000,000 X Contractual Liab MED EXP (Any one person) $ 25,000
PERSONAL & ADV INJURY $ 2,000.000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY §§Cof Loc
OTHER:

PRODUCTS - COMP/OP AGG S 4,000,000
$
A
A

AUTOMOBILE LIABILITY

X I ANY AUTO
CA4489663 (AOS) CA2970071 (MA)4/1/2024
4/1/2024
4/1/2025
4/1/2025
CEOMB'NEDf'NGLE a “we” L'M'T $ 2,000,000
BODILY INJURY (Per person) $
X

OWNED AUTOS ONLY HIRED AUTOS ONLY X
SCHEDULED AUTOS NON-OWNED AUTos ONLY I
I
BODILY INJURY (Per accident) $
PROPERTY Per aCCIdenPAMAGE ) $
$
B X
X

UMBRELLA LIAB

EXCESS LIAB

X OCCUR

CLAIMS-MADE
03127930 4/1 /2024 4/1 /2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000
DED ‘ X ‘ RETENTION$ m mm $
c
c

WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/ExECUTIVE OFFICER/MEMBEREXCLUDEm (Mandatory in NH)
If yes, describe under DESCRIPTION OF OPERATIONS below
N IA
WCO15893685 (AOS) WC015893686 (CA)
4/1/2024
4/1/2024
4/1/2025
4/1/2025
X §$§TUTE I I 3;”—
E.L. EACH ACCIDENT $ 2,000,000
EL. DISEASE - EA EMPLOYEE $ 2,000,000
EL. DISEASE — POLICY LIMIT $ 2,000,000
D Professional Liability BO146LDUSA2404949 4/1/2024 4/1/2025 PerCIaIm Aggregate $2 000 000 $2,000,000
DESCRIPTION OF OPERATIONS l LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) Re: On Call Traffic Engineering Services; Srikanth Chakravanhy. The City, its of0cers, agents, employees, and volunteers are named as Additional Insureds on the above referenced liability policies with the exception of workers compensation & professional liability where required by written contract. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation in favor of Additional Insured(s) where required by written contract & allowed by law. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days‘ written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder.
18 ENDORSEMENT
This endorsement, effective 12:01 A.M. 04/01/2024
forms a part of Policy No. CA4489663
issued to KIMLEY-HORN AND ASSOCIATES, INC.
by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.

ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the fol/owing:

BUSINESS AUTO COVERAGE FORM

SCHEDULE
ADDITIONAL INSURED:

ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND TO PROVIDE

ADDITIONAL INSURED STATUS BUT ONLY TO THE EXTENT OF SUCH PERSON'S OR ORGANIZATION'S LIABILITY ARISING OUT OF THE USE OF A COVERED AUTO.

I. SECTION ll - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who ls Insured, is amended to add:
d. Any person or organization, shown in the schedule above, to whom you become obligated to inciude as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered “auto". However, the insurance provided will not exceed the lesser of:
(1) The coverage and/or limits of this policy, or
(2) The coverage and/or limits required by said contract or agreement. ,.¢J

AUTHORIZED REPRESENTATIVE
87950 (9/1 4) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 19 ENDORSEM ENT
This endorsement, effective 12:01 A.M. 04/01/2024
forms a part of Poiicy No. CA4489663
issued to KIMLEY-HORN AND ASSOCIATES, INC.
by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modmes insurance provided under the fol/owing:

BUSINESS AUTO COVERAGE FORM
Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add:

However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or " Ioss" if:
(1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and
(2) The contract or agreement was entered into prior to any "accident" or "loss".

No waiver of the right of recovery will directiy or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee.
/¢,/

AUTHORIZED REPRESENTATIVE
62897 (6/95) Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 20 POLICY NUMBER: GL5268169 COMMERCIAL GENERAL LIABILITY CG 20 1O 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
CG 20 10 12 19 e Insurance Services Office, lnc., 2018 Page 1 of 2 D Name Of Additional Insured Personlsl
Or Organizationls) Locationls) Of Covered Operations

ANY PERSON OR ORGANIZATION WHOM YOU

BECOME OBLIGATED TO INCLUDE AS AN

ADDITIONAL INSURED AS A RESULT OF ANY

CONTRACT OR AGREEMENT YOU HAVE ENTERED
INTO.

PER THE CONTRACT OR AGREEMENT.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations 21 A. Section ll — Who ls An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on
your behalf;
in the performance of your ongoing operations
for the additional insuredls) at the locationls)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. lf coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.
. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury"
or "property damage" occurring after:

1.All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,

Page 2 of 2 ends

maintenance or repairs) to be performed by
or on behalf of the additional insured(s) at
the location of the covered operations has
been completed; or

2. That portion of "your work" out of which
the injury or damage arises has been put to
its intended use by any person or
organization other than another contractor or
subcontractor engaged in performing
operations for a principal as a part of the
same project.

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section Ill — Limits 0f lnsurance:
lf coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
Insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

CG 20 10 12 19
22 POLICY NUMBER: GL5268169 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the foiiowing:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
A. Section ll — Who Is An Insured is amended to
include as an additional insured the person(s) or
organizationls) shown in the Schedule, but only
with respect to liability for "bodiiy injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and
included in the "products-completed operations
hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and

2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.

CG 20 37 12 19 © Insurance Services Office, lnc., 2018
B. With respect to the insurance afforded to
these additional insureds, the following is
added to Section Ill — Limits Of Insurance:
lf coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured
is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

Page1 of 1
Name Of Additional Insured Personlsl
Or Organizationls) Location And Description Of Completed Operations

ANY PERSON OR ORGANIZATION WHOM YOU

BECOME OBLIGATED TO INCLUDE AS AN

ADDITIONAL INSURED AS A RESULT OF ANY

CONTRACT OR AGREEMENT YOU HAVE ENTERED
INTO.

PER THE CONTRACT OR AGREEMENT.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 23 POLICY NUMBER: GL5268169 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance (2IYou have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance wouid be contrary: primary and would not seek contribution
Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available
to an additional insured under your policy
provided that:
(1)The additional insured is a Named Insured
under such other insurance; and
CG 20 O1 12 19 © Insurance Services Office, lnc., 2018 Page 1 of 1 24 POLICY NUMBER: GL5268169 COMMERCIAL GENERAL LIABILITY CG 24 o4 12 19

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

ELECTRONIC DATA LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES

POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

RAILROAD PROTECTIVE LIABILITY COVERAGE PART

UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS

SCHEDULE
Name Of Personls) Or Organizationlsl:

PURSUANT TO APPLICABLE WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights 0f Recovery Against Others To Us of
Section IV — Conditions:

We waive any right of recovery against the
person(s) or organizationls) shown in the Schedule
above because of payments we make under this
Coverage Part. Such waiver by us applies only to
the extent that the insured has waived its right of
recovery against such personls) or organization(s)
prior to loss. This endorsement applies only to the
personls) or organizationls) shown in the Schedule
above.

CG 24 04 12 19 © Insurance Services Office, lnc., 2018 Page 1 of 1 25 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below.
(The foliowing "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy).

This endorsement, effective 12:01 AM 04/01/2024 forms a part of Policy No. WC 01 5-89-3686 Issued to KIMLEY-HORN AND ASSOCIATES, INC.

By New Hampshire Insurance Company
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization.

The additional premium for this endorsement shall be 2.00 % of the total estimated workers compensation premium for this policy. mitt/l'ag§
Authorized Representative
WC o4 03 61 Countersigned by __________________
(Ed. 11/90)
26 AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of August 12, 2024 by and between the City of Malibu (hereinafter referred to as the "City"), and Transtech Engineers, Inc. (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

RECITALS
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract out for consulting services for certain projects relating On Call Traffic Engineering Services.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with Exhibit "A", Scope of Work and Exhibit "B" compensation schedule. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.
27 Attachment 2
Agreement for Professional Services
Transtech Engineers, Inc.

Page 2 of 15 ends

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill Within 30 days after it is received.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 Termination. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other party en (10) days written notice of such termination and the effective date thereof.

6.1.1 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be retumed to the City. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the notice of termination.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City Violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultants shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages. t
28 Agreement for Professional Services
Transtech Engineers, Inc.

Page 3 of 15 ends

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attomey’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

Consultant’s percentage of fault, for both indemnity and defense, shall be detennined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, and the parties cannot mutually agree on Consultant’s percentage of fault, the parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.

6.5.1. Duty to defend:

In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance 'of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attomey’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attomey’s fees, expert fees, and costs of litigation.
29 Agreement for Professional Services
Transtech Engineers, Inc.

Page 4 of 15 ends

6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, Without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 Legal Construction.
(a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of Califomia.
(b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
(c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
(d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

Page 5 of 15 ends

6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, fumished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub—consultants and agents.

6.14 Waiver; Remedies Cumulative. Failure by a party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and altemative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

Page 6 of 15 ends

6.18 Entire Agreement. This Agreement constitutes the Whole agreement between the City and the Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes or modifications to this Agreement must be made in writing appropriately executed by both the City and the Consultant.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

7.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming—office, annual, and leaving-office financial reporting obligations under the Califomia Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.

CITY: Steve McClary CONSULTANT: Ahmad Ansari
City Manager President
City of Malibu Transtech Engineers, Inc.
23825 Stuart Ranch Road 13367 Benson Ave
Malibu, CA 90265-4861 Chino, CA 91710
TEL (310) 456-2489 x 226 TEL (949) 702-5612
FAX (310) 456-2760

6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or 32 Agreement for Professional Services
Transtech Engineers, Inc.

Page 7 of 15 ends

City Initials
Consultant Initials

7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not Within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.

City Initials
Consultant Initials AC
33 Agreement for Professional Services
Transtech Engineers, Inc.

Page 8 of 15 ends

This Agreement is executed on _________ , at Malibu, California, and effective as of August 12, 2024.

CONSULT ANT:

By: Allen Cayir, President
Transtech Engineers, Inc.

SybilCa1r(.ll7,202410:07PDn
By: Sybil Cayir, Secretary
Transtech Engineers, Inc.

CITY OF MALIBU:

DOUG STEWART, Mayor
ATTEST:

KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:

THIS DOCUMENT HAS BEE I REVIEWED

BY THE CITY A TTOR EY'S OFFICE
TREVOR RUSIN, Interim City Attorney
34 Agreement for Professional Services
Transtech Engineers, Inc.

Page 9 of 15 ends

EXHIBIT A

SCOPE OF WORK
The Consultant shall provide all professional services described herein below.

1.0 General:

2.0 Work Tasks:

Upon request by CITY, CONSULTANT will perform the following tasks:

O Provide plan checking services for traffic related issues.

O Provide plan checking services for traffic impact analysis reports, parking studies, and other traffic reports.

O Provide plan checking services for traffic control plans.

O Perform concept and feasibility studies for City project.

O Prepare permit engineering and evaluation report (PEER).

Perform speed studies surveys and analysis.

Prepare preliminary design reports.

Prepare plans, specifications, estimates (opinions of construction cost) and other design related documents.

O Provide drafting and computer aided drafting support.

O Perform record drawing, utility, or other searches.

O Perform field investigations related to traffic.

Provide general traffic engineering services.

Prepare traffic impact analysis.

Prepare traffic control plans.
35 Agreement for Professional Services
Transtech Engineers, Inc.

Page 10 of 15 ends

O Prepare traffic signal plans.

O Perform traffic counts and perform related analysis.

O Perform pavement conditioning rating related to the City’s Pavement Management System.

Providing educational seminars/presentations to members of the public.

Collect and analyze traffic data.

Participate in meetings with the community, City, County, and Caltrans staff associated with various development and improvement projects.

Provide data collection and complete the required documentation for the Highway Performance Monitoring System (HPMS).

Perform traffic signal and stop sign warrant analysis.

Perform sight distance analysis.

Provide other professional consultant services as directed by the City. 36 Agraement for Professional Services
Transtech Engineers, Inc.

Page 11 of 15 ends

EXHIBIT B
Fee Schedule 2
Following is Transfech's Fee Schedule for all staff classificolions:

TRANSTEu-I ENGINERS, INC.

SCHEDULE OF HOURLY RATES
Emma: Thru June w, 2025
Rates are ava‘aga ranges, negwable and can be adjuded to with a ice for each assignment based on the specmc proiect’s mpe, when such project are idenh‘hed by the City.

The above fees are 'ncreased each year July 1a automdicaly by the percentage change Los Angeles-Long Beach-Anahe'rn Califomia Consumer Price Index-All Urban Consumers ('CPI-U') forthe preceding tweNe-month period as calculated for February by the U .5. Department of Labor Bureau of Labor Statisics and pubHshed by the United States Bureau of Labor Statistic. “‘1
ON-CALL TRAFFIC ENGIN EERING SERVICES Tmrvsrech

ENGNEERING
Field Technician $0 - $105
Engineering Technician $100 - $115
Assistant CAD Drafter $110 - $125
Senior CAD Drafter $130 - $145
Assochte Des‘gner $145 - $160
SeniorDesigner $1m - $175
Design Project Manager $200 - $215
AsestantEngineer $1m - $135
Associate I Staff Eng'neer $155 - $170
Senior Civil Engineer $210 - $225
Tram: Analyst Technieian $105 - $120
Associate TraIHc Analyst $160 - $175
Senior Traf5c Analyst $170 - $185
Professional Transportation Plamer $185 - $200
Traffic Engineer Technician $100 - $115
Associate/Staff Traffic Engineer $155 - $170
TmfticEngineer $180 - $195
SeniorTraftic Engineer $1% - $210
Project Manager $195 - $210
Senior Project Manager $215 - $0
Deputy Ciy Engn'eer $185 - $200
CityEng‘neer $200 — $215
Principal Engineer $215 - $230

BUILDING&SAFETY
Permit Technician $0 - $95
Plan CheckTechnicianlAnalystlSupeNisor $130 - $145
Buiiding Inspector $15 - $140
Senior Inspector $135 - $150
Plans Exan inerIChecker $150 - $165
Plan Check Engineer $165 - $180
Deputy Building omcial $170 - $185
Building Omcial $175 - $190

CONSTRUCTION MANAGEMENT
LaborComplianoe Analyst $150 - $165
FundsCoordinator $160 - $175
OfnceEngineer $150 - $166
Coniiudionlnspector $150 - $165
SeriorCoMrudionlnspectar $160 - $175 lCon§mdion Maiager $180 - $195 Sr.Con§ruction Manager.ResidentEngineer $195 - $210

PUBLIC WORKS NSPECTION
PublicWorksInqiector $150 - $165
SeriorPublicWorksln$edor $160 - $175
SupervisingPWIn$edor $170 - $185

SURVEY AND MAPPING
SurveyAnaIyé $160 - $175
SeriorSurvey Analyst $165 - $180
2-Man surveyCrew $365 - $400
Suwey&Mapping Spedali§ $195 - $210
Lbensed Land Surveyor $220 - $235

FUNDNG & GRANT WRITNG
FundsAnaIyst $150 - $1§
SeriorFundsAnaIyg $160 - $175
Grant Wrier $175 — $190
Funds&GrantProject Manager $195 - $210

PLANNING
Commun‘ty Developm ent Tectnician $80 - $95
PlmningTedrnia'an $95 - $110
AeeidantPlanner $115 - $130
A$ociate Planner $130 - $145
SeriorPIanner $155 - $170
Flaming Manager $180 - $195

ADHNISTRATNE STAFF
AdminidratvielCIerical $75 - $90
:ProjedAccountmt $85 - $95
37 Agreement for Professional Services
Transtech Engineers, Inc.

Page 12 of 15 ends

EXHIBIT C

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
' A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer; ' “Pay on behalf of’ wording as opposed to “reimbursement”; ' Concurrency of effective dates with primary policies. 38 Agreement for Professional Services
Transtech Engineers, Inc.

Page 13 of 15 ends

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.

OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file With City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of Califomia, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of Subrogation. All insurance coverage maintained or procured pursuant t0 this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and 39 Agreemant for Professional Services
Transtech Engineers, Inc.

Page 14 of 15 ends

shall require similar written express waivers and insurance clauses from each of its subconsultants.

Separation of Insureds. A severability of interests’ provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against Whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements 40 Agreement for Professional Services
Transtech Engineers, Inc.

Page 15 of 15 ends

sufflcient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.

Additional Insurance. The consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
41 AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of August 12, 2024 by and between the City of Malibu (hereinafter referred to as the "City"), and General Technologies and Solutions (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract out for consulting services for certain projects relating On Call Traffic Engineering Services.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

Attachment 3
42 Agreement for Professional Services
General Technologies and Solutions

Page 2 of 15 ends

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month.

The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

6.0 GENERAL TERMS AND CONDITIONS.

If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultants shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages. 43 Agreement for Professional Services
General Technologies and Solutions

Page 3 of 15 ends

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

6.5.1. Duty to defend:

In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
44 Agreement for Professional Services
General Technologies and Solutions

Page 4 of 15 ends

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto. 45 Agreement for Professional Services
General Technologies and Solutions

Page 5 of 15 ends

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

Page 6 of 15 ends

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Steve McClary CONSULTANT: Rawad Hani
City Manager Project Manager
City of Malibu General Technologies Solutions
23825 Stuart Ranch Road 11900 W Olympic Blvd, Ste
450
Malibu, CA 90265-4861 Los Angeles CA 90064
TEL (310) 456-2489 x 226 TEL (213) 532-8221
FAX (310) 456-2760

7.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming-office, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of 47 Agreement for Professional Services
General Technologies and Solutions

Page 7 of 15 ends

Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______

R.H.
48 Agreement for Professional Services
General Technologies and Solutions

Page 8 of 15 ends

This Agreement is executed on _____________________, at Malibu, California, and effective as of August 12, 2024.

CONSULTANT:
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
_______________________________
By: Rawad Hani, Principal
CITY OF MALIBU:
___________________________________
DOUG STEWART, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
49 Agreement for Professional Services
General Technologies and Solutions

Page 9 of 15 ends

EXHIBIT A

SCOPE OF WORK
The Consultant shall provide all professional services described herein below.

1.0 General:

2.0 Work Tasks:

Upon request by CITY, CONSULTANT will perform the following tasks:
x Provide plan checking services for traffic related issues. x Provide plan checking services for traffic impact analysis reports, parking studies, and other traffic reports.
x Provide plan checking services for traffic control plans. x Perform concept and feasibility studies for City project. x Prepare permit engineering and evaluation report (PEER). x Perform speed studies surveys and analysis.
x Prepare preliminary design reports.
x Prepare plans, specifications, estimates (opinions of construction cost) and other design related documents.
x Provide drafting and computer aided drafting support. x Perform record drawing, utility, or other searches.
x Perform field investigations related to traffic.
x Provide general traffic engineering services.
x Prepare traffic impact analysis.
x Prepare traffic control plans.
50 Agreement for Professional Services
General Technologies and Solutions

Page 10 of 15 ends

x Prepare traffic signal plans.
x Perform traffic counts and perform related analysis.
x Perform pavement conditioning rating related to the City’s Pavement Management System.
x Providing educational seminars/presentations to members of the public. x Collect and analyze traffic data.
x Participate in meetings with the community, City, County, and Caltrans staff associated with various development and improvement projects. x Provide data collection and complete the required documentation for the Highway Performance Monitoring System (HPMS).
x Perform traffic signal and stop sign warrant analysis. x Perform sight distance analysis.
x Provide other professional consultant services as directed by the City. 51 Agreement for Professional Services
General Technologies and Solutions

Page 11 of 15 ends

EXHIBIT B

COMPENSATION SCHEDULE
Rates Effective Beginning: July 1, 2024 Ending: June 30, 2025

LABOR RATES
Labor Category/Grade Hourly Fully-Loaded Rate
Engineer / Planner / Analyst (L1) $113.00 - $144.00
Engineer / Planner / Analyst (L2) $124.00 - $165.00
Engineer / Planner / Analyst (L3) $144.00 - $185.00
Engineer / Planner / Analyst (L4) $155.00 - $196.00
Engineer / Planner / Analyst (L5) $175.00 - $216.00
Engineer / Planner / Analyst (L6) $196.00 - $237.00
Principal L7 $237.00 - $288.00
Intern (L1) $93.00 - $124.00
Project Admin / CAD / Graphics (L2) $113.00 - $144.00
Project Admin / CAD / Graphics (L4) $144.00 - $206.00
Yearly escalations are limited to the highest of consumer price index (CPI) or 5%.

Mileage is charged per the maximum allowable IRS rate.

Other expenses (surveys, printing, etc.) will be charged at cost plus 10%. 52 Agreement for Professional Services
General Technologies and Solutions

Page 12 of 15 ends

EXHIBIT C

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Page 13 of 15 ends

Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and 54 Agreement for Professional Services
General Technologies and Solutions

Page 14 of 15 ends

shall require similar written express waivers and insurance clauses from each of its subconsultants.

Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements 55 Agreement for Professional Services
General Technologies and Solutions

Page 15 of 15 ends

sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER

OTH- STATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY)

POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY

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57 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional
Conditions:

A. If this policy is cancelled by the Company, other
than for nonpayment of premium, notice of such
cancellation will be provided at least thirty (30)
days in advance of the cancellation effective date
to the certificate holder(s) with mailing addresses
on file with the agent of record or the Company.

B. If this policy is cancelled by the Company for
nonpayment of premium, or by the insured, notice
of such cancellation will be provided within (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were
issued a certificate of insurance applicable to this
policy's term.

Failure to provide such notice to the certificate
holder(s) will not amend or extend the date the
cancellation becomes effective, nor will it negate
cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives.
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NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
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A. If this policy is cancelled by the Company, other
than for non-payment of premium, notice of such
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certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

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apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term.

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proof of notice.
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Form WC 99 03 94 Printed in U.S.A.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: Endorsement Number:

Effective Date: Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address:

This policy is subject to the following additional
Conditions:

A. If this policy is cancelled by the Company, other
than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30)
days in advance of the cancellation effective
date to the certificate holder(s) with mailing
addresses on file with the agent of record or the
Company.

B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured,
notice of such cancellation will be provided
within ten (10) days of the cancellation effective
date to the certificate holder(s) with mailing
addresses on file with the agent of record or the
Company.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file
with the agent of record or the Company will be
sufficient proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were
issued a certificate of insurance applicable to this
policy’s term.

Failure to provide such notice to the certificate
holder(s) will not amend or extend the date the
cancellation becomes effective, nor will it negate
cancellation of the policy. Failure to send notice
shall impose no liability of any kind upon the
Company or its agents or representatives.
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64

Page 1 of 2 ends

Agenda Item # 3.B.8.

Council Agenda Report
To: Mayor Stewart and the Honorable Members of the City Council Prepared by: Brandie Ayala, Senior Management Analyst
Reviewed by: Rob DuBoux, Public Works Director/City Engineer Approved by: Steve McClary, City Manager
Date prepared: July 9, 2024 Meeting date: August 12, 2024 Subject: Professional Services Agreement for On-Call Land Surveying Services RECOMMENDED ACTION: 1) Authorize the Mayor to execute a Professional Services Agreement with MNS Engineers, Inc. to provide On-Call Land Surveying Services.

FISCAL IMPACT: No additional appropriation is required. Funding for the first year of this agreement is included in the Adopted Budget for FY 2024-25 in Account No. 100-3008- 5100 (Professional Services). A portion of these agreements will include development review services. Those services are compensated through development permit fees. The remaining two years of these agreements will be funded in future budgets.

DISCUSSION: The On-Call Land Surveying Services agreement provides various land surveying services to the City including performing topographic and construction surveys, preparing legal descriptions, right-of-way maps and other survey reports, and reviewing certificate of compliances, tract maps, parcel maps and other land development surveying documents.

On April 11, 2024, the City issued a Request for Qualifications (RFQ) for On-Call Land Surveying Services. On May 16, 2024, the City received four proposals. All proposals were reviewed and evaluated by staff. Staff identified MNS Engineers, Inc. as the most qualified firm.

City Council Meeting
08-12-24
Item

3.B.8.
1

Page 2 of 2 ends

Agenda Item # 3.B.8.

MNS Engineers, Inc. has successfully provided these services for the City in previous years and are familiar with the City’s requirements and expectations. Specifically, they have extensive experience with reviewing maps and certificate of compliance applications within the City and are proficient in the City’s ordinances, Local Coast Plan, and other State regulations. Having a qualified firm on call to provide land surveying services will be an efficient use of resources, minimize delays, provide cost effective solutions to work on the Strategic Priority Project list and other Public Works development needs.

Staff recommends authorizing the Mayor to execute a professional services agreement with MNS Engineers, Inc., for On-Call Land Surveying Services.

ATTACHMENTS:

1. Professional Services Agreement with MNS Engineers, Inc. 2 AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of August 12, 2024 by and between the City of Malibu (hereinafter referred to as the "City"), and MNS Engineers, Inc. (hereinafter referred to as "Consultant").

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract out for consulting services for certain projects relating On Call Land Surveying Services.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. The City desires to contract with the Consultant to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, the City and the Consultant agree as follows:

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

6.0 GENERAL TERMS AND CONDITIONS.

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of the City.

6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement, and will comply with all applicable laws, ordinances and codes of the Federal, State, County and City governments.
4 6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C which is incorporated herein.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

6.5.1. Duty to defend:

In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
5 6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 Legal Construction.
(a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. (b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
(c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
(d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all parties hereto. 6 6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

6.17 Attorneys' Fees. The parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that party or those parties may be entitled.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been 7 given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Steve McClary CONSULTANT: Jeff Edwards
City Manager Vice President
City of Malibu MNS Engineers, Inc.
23825 Stuart Ranch Road 201 N Calle Cesar Chavez Ste
300
Malibu, CA 90265-4861 Santa Barbara, CA 93103
TEL (310) 456-2489 x 226 TEL (805) 692-6921
FAX (310) 456-2760

The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

7.0 GENERAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assuming-office, annual, and leavingoffice financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______

City Initials ______
Consultant Initials ______
8 This Agreement is executed on _____________________, at Malibu, California, and effective as of August 12, 2024.

CONSULTANT:
_______________________________
By:

SCOPE OF WORK
The Consultant shall provide all professional services described herein below.

1.0 General:

The CONSULTANT will provide consulting land surveying and/or map checking services, including but not limited to: topographic mapping; boundary and centerline surveys; construction layout; precise geodetic leveling; land descriptions; research of survey and property records; review of tentative and final tract and parcel maps for technical correctness, review of certificate of compliances, mergers and lot line adjustments; applicable subconsultant disciplines as required, and such other services as may be required by the CITY. Services will be provided by CONSULTANT on projects as authorized and directed by CITY. CONSULTANT will, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative.

The On-Call land surveying firm selected for a specific project assignment shall complete all work required in accordance with Federal, State, and County requirements and obtain agency approvals and permits, as necessary. All Land Surveying services shall be conducted under the direction of a Registered Land Surveyor licensed in the State of California or a Registered Civil Engineer in the State of California (with a license number before 33966) authorized to practice all land surveying and engineering surveying.

2.0 Work Tasks:

Upon request by CITY, CONSULTANT will perform the following tasks:
• Locate property lines, road centerlines, land contours, fixed works for design surveys and other maintenance services.
• Perform benchmark and control surveys (geodetic).
• Perform property surveys including analysis of title information. • Prepare topographic and property maps from survey data. • Prepare survey reports describing survey methodology and results. • Prepare property descriptions, legal descriptions, right-of-way maps, and plats. • Inventory, research, preserve and reset city monumentation infrastructure. • Prepare records of survey and corner records.
• Perform construction layout and provide cut sheets.
• Perform map checking services for tentative tract and parcel maps, and final tract and parcel maps.
• Perform plan checking services for Certificates of Compliance, lot line adjustments, and mergers.
• Provide drafting and computer aided drafting.
10 EXHIBI T B
20 2 4 STANDARD SCHEDULE OF FEES

PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge............................... $340 Senior Project/Program Manager...... 325
Project/Program Manager.................... 275
Assistant Project/Program Manager 255
Senior Project Coordinator................... 195
Project Coordinator................................. 165

ENGINEERING
Principal Engineer.................................. $305 Lead Engineer............................................ 270 Supervising Engineer.............................. 255
Senior Project Engineer......................... 235
Project Engineer........................................ 210 Associate Engineer .................................. 190 Assistant Engineer.................................... 175

SURVEYING
Principal Surveyor.................................. $280 Lead Surveyor............................................ 270 Supervising Surveyor.............................. 230
Senior Project Surveyor......................... 210
Project Surveyor........................................ 185 Associate Project Surveyor................... 175
Assistant Project Surveyor.................... 160
Party Chief (PW)........................................ 190 Chainperson (PW) .................................... 160 One-Person Survey Crew (PW)........... 225

TECHNICAL SUPPORT
CADD Manager....................................... $210 Supervising Technician .......................... 180
Senior Technician..................................... 170 Engineering Technician ......................... 130

CONSTRUCTION MANAGEMENT
Principal Construction Manager...... $330
Senior Construction Manager............. 290
Senior Resident Engineer...................... 265
Resident Engineer.................................... 250 Structure Representative....................... 245
Construction Manager........................... 230
Assistant Resident Engineer................. 210
Sr. Construction Inspector (PW) ........185
Construction Inspector (PW) .............. 177
Office Administrator................................ 135

PLANNING
Planning Director ...................................$235 City Planner/Planning Manager......... 220
Principal Planner.......................................205 Senior Planner ........................................... 190 Associate Planner..................................... 160 Assistant Planner......................................135 Planning Technician ................................115

ADMINISTRATIVE SUPPORT
Senior Management Analyst.............$195
Management Analyst.............................. 165
IT Technician............................................... 150 Graphics/Visualization Specialist....... 160
Administrative Assistant........................105

GOVERNMENT SERVICES
City Engineer........................................... $265 Deputy City Engineer.............................. 235
Assistant City Engineer........................... 225
Plan Check Engineer................................185
Permit Engineer......................................... 175 City Inspector............................................. 168 Senior City Inspector (PW) ..................185
City Inspector (PW).................................. 177 Principal Stormwater Specialist.......... 190
Senior Stormwater Specialist............... 180
Stormwater Specialist............................. 170
Stormwater Technician .......................... 150
Building Official......................................... 250 Senior Building Inspector...................... 200
Building Inspector.................................... 175 Senior Grant Writer.................................. 190 Grant Writer................................................ 180 Associate Grant Writer........................... 160
Assistant Grant Writer ............................ 145 FEMA Specialist……………………………….185
Floodplain Manager………………………..210

DIRECT EXPENSES
Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost plus fifteen percent (15%).

Mileage will be charged at the current federal mileage reimbursement rate.

PREVAILING WAGE RATES
Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage law and are subject to increases per DIR.

ANNUAL ESCALATION
Standard fee rates provided for each classification are subject to 5% annual escalation or the most recent US Bureau of Labor Statistics Consumer Price Index, whichever is higher.

OVERTIME Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classifications will be charged at 1 x hourly rate. 11 Agreement for Professional Services
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EXHIBIT C

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess 12 Agreement for Professional Services
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Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
13 Agreement for Professional Services
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Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with 14 Agreement for Professional Services
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Malibu City CouncilAugust 12, 2024

Malibu City Council
August 12, 2024