1 AG
REEMENT FOR
PROFESSIONAL SERVICES
T
HIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is dated July 1, 2025 (“Effective Date”), and is between the City of Norwalk, a California municipal corporation (“CITY”) , and Precision Material Management, LLC ., a California limited liability c ompany (“CONSULTANT”). The CONSULTANT and the CITY are sometimes referred to herein collectively as the “Parties” and singularly as “Party.”
R E C I T A L S
A. C
ITY desires to utilize the services of an independent consultant to conduct a random survey of all trips on Norwalk Transit System ( “NTS”) fixed route system for the purposes of reporting Passenger Miles Traveled (“PMT”).
B. C
ONSULTANT represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. C
ITY desires to retain CONSULTANT and CONSULTANT desires to serve CITY to perform these services subject to the terms contained herein and all applicable local, state and Federal regulations.
T
he parties therefore agree as follows:
1. CO
NSULTANT’s Services.
1.1 Scope of Services. CONSULTANT shall conduct a random survey of all trips on Norwalk Transit System ’s fixed route system for the purposes of reporting Passenger Miles Traveled, and shall perform the specific work more particularly described in Exhibit A (“Services”), attached hereto and incorporated herein by this reference as though set forth in full.
1.2 Personnel. CONSULTANT represents that it has, or will secure at its own expense, all personnel required to perform the work under this Agreement. All of the Services required under this Agreement will be performed by CONSULTANT or under its supervision, and all personnel engaged in the Services shall be qualified to perform such services.
1.3 Party Representatives. For purposes of this Agreement, the CITY Representative shall be the City Manager or such other person designated by the City Manager (the “City Representative”). For purposes of this Agreement, the CONSULTANT Representative shall be Jason Johnson (the “Consultant Representative”).
ATTACHMENT NO. 1
2 1.4 Time of Performance. CONSULTANT shall commence the Services contemplated under this Agreement immediately upon the Effective Date for a term not to exceed the term set forth in Section 2.
1.5 Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
2. Term of Agreement . The term of this Agreement shall be July 1, 2025, to August 31, 2026 (“expiration date”), unless sooner terminated as provided in Section 1 3 herein.
3. Compensation.
3.1 Compensation. As full compensation for CONSULTANT ’s Services provided under this Agreement, CITY shall pay CONSULTANT a sum not-to-exceed Fifty- Three Thousand One Hundred Dollars ($53,100) (the “maximum compensation”), based on the rates set forth in the fee schedule, attached hereto as Exhibit B (“ Price Sheet”). In no event shall the CONSULTANT be paid more than the maximum compensation (which includes expenses, if any) during the term of this Agreement.
3.2 Expenses. CITY shall only reimburse CONSULTANT for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by the CITY.
3.3 Additional Services. CITY may request additional services under this Agreement. All such work, however, must be authorized in writing by the City Council or the City Manager, as applicable, prior to commencement. CONSULTANT shall perform such services, and City shall pay for such additional services in accordance with the fee schedule set forth in Exhibit B, or as otherwise agreed upon by the Parties in writing. Any work incurred by CONSULTANT which is not expressly authorized by this Agreement will not be reimbursed by CITY.
4. Method of Payment.
4.1 Invoices. No later than the fifth (5
th) day of each month, CONSULTANT
shall submit monthly invoices to the City Representative for the services performed pursuant to this Agreement during the preceding month. The invoices shall describe in detail the services rendered during the preceding month period and shall show the days worked and number of hours worked for each day in the preceding month period. CONSULTANT shall remit all invoices to the City Representative at the address provided in Section 14.
4.2 Disputed Amounts . CITY shall review all invoices and notify CONSULTANT in writing ten (10) business days after receipt of the invoice of any disputed amounts.
3 4.3 Payment. CITY shall pay all undisputed portions of the invoice within fifteen (15) calendar days after receipt of the invoice up to the maximum compensation set forth in Section 3.
4.3 Audit of Records . Upon CITY providing 24- hour prior notice, CONSULTANT shall make all records, invoices, time cards, cost control sheets and other records maintained by CONSULTANT in connection with this Agreement available to CITY for review and audit by CITY. CITY may conduct such review and audit at any time during CONSULTANT’s regular working hours. Notwithstanding the foregoing, CITY’s right to inspect, copy and audit shall not extend to the composition of CONSULTANT’s rates and fees, percentage mark-ups or multipliers but shall apply only to their application to the applicable units.
5. Standard of Performance. CONSULTANT shall perform all work under this Agreement in accordance with the standard of care and skill generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to CITY.
The acceptance of CONSULTANT’s work by CITY shall not operate as a release of CONSULTANT from such standard of care and skill.
6. Ownership of Work Product . Upon full payment of all monies owed to CONSULTANT, all reports, documents or other written material (collectively, “work product”) developed by CONSULTANT in the performance of this Agreement shall be and remain CITY’s property without restriction or limitation upon its use or dissemination by CITY. Work product shall not be the subject of a copyright application by CONSULTANT. Any alteration or reuse by CITY of work product on any project other than the Project shall be at CI TY’s sole risk, unless CITY compensates CONSULTANT for such reuse. CITY agrees, to the fullest extent permitted by law, to indemnify and hold CONSULTANT harmless from any claim, liability or cost (including reasonable attorney’s fees and defense costs) arising or allegedly arising out of any reuse or modification of the work product by CITY or any person or entity that obtains the work product from or through CITY on any project other than the Project.
7. Status as Independent Contractor. CONSULTANT is, and shall at all times remain as to CITY, a wholly independent contractor. CONSULTANT shall have no power to incur any debt, obligation or liability on behalf of CITY. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as set forth in this Agreement. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of CITY. CONSULTANT shall pay all required taxes on amounts paid to CONSULTANT under this Agreement and indemnify and hold CITY harmless from any and all taxes, assessments, penalties and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers’ compensation law regarding CONSULTANT and CONSULTANT’s employees. CONSULTANT shall indemnify and hold CITY harmless from any failure of CONSULTANT to comply with applicable workers’ compensation laws. CITY may offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to promptly pay to CITY any reimbursement or indemnification arising under this Section 7.
4 7.1 In the event that CONSULTANT , or its employee, agent, or subcontractor providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold CITY harmless for the paym ent of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT , as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.
7.2 The Parties further acknowledge the following: (i) that CONSULTANT shall provide the S ervices outlined in the Scope of Services directly to CITY ; (ii) CONSULTANT maintains a business location at the address listed under Section 13 that is separate and distinct from the CITY; (iii) CONSULTANT contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the CITY; (iv) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, CONSULTANT provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) CONSULTANT has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the project and the CITY’s business hours and CITY staff availability, CONSULTANT may set its own hours and location of work.
8. Confidentiality. CONSULTANT covenants that all data, documents, discussion or other information (collectively, “data”) developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT to any person or entity without CITY’s prior written authorization. The restrictions on the use and disclosure of the confidential information shall not apply to information which (a) was known to CONSULTANT before receipt of same from CITY; or (b) becomes publicly known other than through CONSULTANT; or (c) is disclosed pursuant to the requirements of a governmental authority or judicial order, but only to the extent required to comply with the said requirements of the government authority or judicial order
. CITY shall grant such authorization if disclosure is required by law. CONSULTANT shall return all data to CITY upon the expiration or termination of this Agreement.
CONSULTANT’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflict of Interest. CONSULTANT and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to CONSULTANT’s work under this Agreement, including, but not limited to, the Political Reform Act (Cal. Gov. Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, CONSULTANT may perform similar services for other clients, but CONSULTANT and its officers, employees, associates and subcontractors shall not, without the City Manager’s prior written approval, perform work for another person or entity for whom CONSULTANT is not currently performing work that would require CONSULTANT or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
CONSULTANT shall incorporate a clause substantially similar to this Section 9 into any
5 subcontract that CONSULTANT executes in connection with the performance of this Agreement.
10. Indemnification. CONSULTANT shall indemnify, defend, and hold harmless the City only to the extent caused by the negligent acts, errors, or omissions, or willful misconduct of the Consultant. Consultant has no obligation to indemnify or defend the City for claims arising from the Cit y’s willful acts or sole negligence in accordance with the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution attached as Exhibit C. CONSULTANT’s covenant under this Section 10 shall survive the expiration or termination of this Agreement.
11. Insurance.
11.1. CONSULTANT shall at all times during the term of this Agreement, carry, maintain, and keep in force and effect, with an insurance company admitted to do business in California, rated “A” or better in the most recent A.M. Best Insurance Rating Guide, and approved by CITY, a policy or policies of:
(1) broad- form commercial general liability insurance of One Million Dollars ($1,000,000) combined single limit and Two Million Dollars ($2,000,000) aggregate coverage against any injury, death, loss or property damage as a result of wrongful or negligent acts by Contractor, its officers, employees, agents, and independent contractors in performance of Services under this Agreement;
(2) Automobile liability insurance, with minimum combined single limits coverage of $1,000,000 (one million dollars) per accident for bodily injury and property damage covering any vehicle;
(3) Workers’ compensation insurance with a minimum limit of $1,000,000 (one million dollars) or the amount required by law, whichever is greater, unless otherwise agreed to by CITY Manager or designee in writing, and;
11.2 Each insurance policy required by this Section 11 shall be endorsed as follows: (1) the insurer waives the right of subrogation against CITY and its officials, officers, employees, agents and representatives; (2) except for professional liability and workers’ compensation policies, the policies are primary and non- contributing with any insurance that may be carried by CITY; and (3) the policies may not be canceled or materially changed such that the requirements in this Agreement are no longer met exce pt after thirty (30) calendar days’ prior written notice by insurer to CITY, unless canceled for non-payment, in which case the insurer shall give ten (10) calendar days’ written notice to CITY.
11.3 All insurance coverages shall be confirmed by execution of endorsements required under Section 11.2. CONSULTANT shall file the endorsements with CITY on or before the date of commencement of services pursuant to this Agreement, and thereafter maintain current endorsements on file with CITY. The endorsements are subject to CITY’s approval. CONSULTANT shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11.
6 12. Cooperation. In the event any claim or action is brought against CITY relating to CONSULTANT’s performance of Services rendered under this Agreement, CONSULTANT shall render any reasonable assistance and cooperation that CITY requires.
13. Termination. CITY may terminate this Agreement for convenience, after giving written notice to CONSULTANT at least thirty (30) calendar days before the termination is to be effective. If CITY defaults under this Agreement, and if CITY has not cured the default within thirty (30) calendar days after CONSULTANT has given CITY notice of the event of default, CONSULTANT may terminate this Agreement for cause after giving written notice to CITY at least thirty (30) calendar days before the termination is to be effective. CONSULTANT shall cease all work under this Agreement on or before the effective date of termination specified in t he notice of termination. CONSULTANT shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect, and CONSULTANT shall deliver all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. In no event shall CONSULTANT be entitled to receive more than the maximum compensation set forth in Section 3 of this Agreement that would be paid to CONSULTANT for the full performance of the services required by this Agreement. Neither party shall have any other claim against the other party by reason of such termination.
14. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required by or permitted under this Agreement shall be in writing and given by first class U.S. mail or by personal service. Notices shall be conclusively deemed received on: (a) personal delivery; (b) confirmed delivery by courier service during CONSULTANT’s and CITY’s regular business hours or by facsimile before or during CONSULTANT’s regular business hours; or (c) on the third (3 rd) business day following
deposit in the United States mail, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section 14.
All notices shall be delivered to the parties at the following addresses:
If to CITY: City of Norwalk
Attn: City Clerk
12700 Norwalk Boulevard
PO Box 1030
Norwalk, CA 90651-1030
Fax: (562) 929-5773
With a copy to: City of Norwalk
Attn: James C. Parker, Executive Director of Regional
Transportation
12700 Norwalk Boulevard
PO Box 1030
Norwalk, CA 90651-1030
Fax: (562) 929-5572
If to CONSULTANT: Precision Material Management, LLC
7 Attn: Jason Johnson, President
PO Box 4749
Cerritos, CA 90703
EMAIL: [email protected]
15. Non-Discrimination and Equal Employment Opportunity . In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handic ap, medical condition, or sexual orientation. CONSULTANT will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.
16. Non-Assignability; Subcontracting. CONSULTANT shall not subcontract or assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without CITY ’s prior written consent. Such consent may be given by the City Manager in his/her discretion. Any attempt by CONSULTANT to so subcontract, assign or delegate this Agreement or any rights, duties or obligations arising hereunder in violation of this Section 16 shall be void and of no effect.
17. Compliance with Laws . CONSULTANT shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in the performance of this Agreement, including all federal and state grant funding requirements applicable to this Agreement.
17.1 COVID-19. CONSULTANT shall adhere to all COVID -19 related protocols established by the Los Angeles County Department of Public Health (“ County Health Department”) and/or the State of California. Consultant is responsible for providing their own Personal Protective Equipment , if applicable, in accordance with the County Health Department guidelines.
18. No Third Party Beneficiaries Intended . Unless otherwise expressly provided for in Exhibit A, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Non-Waiver of Terms, Rights and Remedies. No waiver by any party of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. No delay or omission to exercise any right, power or remedy accruing to CITY under this Agreement shall impair any right, power or remedy of CITY, nor shall it be construed as a waiver of, or consent to, any breach or default by CONSULTANT. Further, no payment made by CITY to CONSULTANT shall constitute or be construed as a waiver by CITY of any breach or
8 default by Consultant, and the making of any such payment by CITY shall in no way impair or prejudice any right or remedy available to CITY with regard to such breach or default.
20. Attorney’s Fees . In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney’s fees.
21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
22. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Norwalk.
23. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CONSULTANT and CITY. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement.
24. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
[SIGNATURE PAGE FOLLOWS]
9 The Parties, through their respective authorized representatives, are signing this Agreement on the date stated in the introductory clause.
CITY OF NORWALK
By:
Jesus M. Gomez
City Manager
Date:____________________________
ATTEST:
By:
Theresa Devoy, CMC
City Clerk
APPROVED AS TO FORM:
By: _____________________________
Arnold M. Alvarez-Glasman
City Attorney
PRECISION MATERIAL
MANAGEMENT, LLC
By:
Jason Johnson
President
By:
(Please note, two signatures required
for corporations under California
Corporations Code Section 313,
unless corporate documents
authorize only one person to sign this
Agreement on behalf of the
corporation.)
Exhibit A
SCOPE OF WORK
1. Background. Norwalk Transit System (NTS) provides fixed route bus service within Norwalk and to adjacent communities which includes portions of Artesia, Bellflower, Cerritos, El Monte, La Mirada, Santa Fe Springs, La Habra, Whittier and Unincorporated areas of Los Angeles County. NTS provides bus service between the Norwalk/Santa Fe Springs Transportation Center and the Metro Green Line Studebaker station in Norwalk.
This service provides direct interconnectivity between rail stations (Metrolink and Metro Green light r ail). Metrolink (commuter rail service between Orange County and Los Angeles) provides weekday train service to the Norwalk/Santa Fe Springs Transportation Center. In addition, NTS provides bus service between the Metro Green Line Studebaker station and El Monte Station in the City of El Monte. NTS presently operates six (6) routes in the service area mentioned above; seven (7) days a week, three hundred fifty nine (359) days per year for nineteen and a half (19.7) hours per day.
All information about NTS’ routes and schedules can be found at https://www.norwalk.org/city-hall/departments/norwalk-transit-system-nts/fares- schedules
2. Scope of Work. NTS is seeking consulting services to conduct a random survey of all trips on the fixed route system for the purposes of reporting Passenger Miles Traveled (PMT) in 2025/26 for National Transit Database (NTD) reporting. The consultant shall perform the survey using period-based sampling per the NTD Sampling Manual or may develop an alternative sampling plan that statistically meets FTA’s 95% confidence and 10% precision levels and uses 25% margin of safety.
3. The period of time during which the random trips be surveyed is July 1, 2025 through June 30, 2026 (12 months = ~567 trips); the consultant shall determine the necessary amount of surveying each month in order to certify the confidence and precision levels required by NTD.
4. The consultant shall deliver its findings to NTS in the form of a written report and/or spreadsheets with tabular data on a monthly basis and a final report. At a minimum, deliverables shall clearly exhibit the average passenger trip length for Weekday, Saturday, and Sunday trips. Additional operational findings that address capacity and load issues, schedule adherence, running times, traffic conditions, etc. would be welcomed. For the purposes of conducting the survey and ensuring a statistically significant sample, NTS is able to furnish 100% counts of Unlinked Passenger Trips to the consultant for all trips.
5. Non-Assignability; Subcontracting. Contractor shall not assign or subcontract all or any portion of this work, unless approved by the City. Such consent may be given by the City Manager and/or designee in his/her discretion. Any attempted or purported assignment or subcontract in violation of this Section by Contractor shall be null, void and of no effect.
Exhibit A
6. Insurance Requirement for Informal Bidding (Successful Contractor Only). Prior to issuance of Purchase Order, successful Contractor shall provide the required evidence of adequate insurance protection in the form of certificates of insurance. All certificates shall name the City of Norwalk as an additional insured and include the required endorsements that must be submitted in their entirety. The amounts shall not be less than the minimum limits specified in Exhibit G, or such other amount approved in advance by the City. Furthermore, the successful Contractor shall review and sign the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution Exhibit H.
7. Confidentiality and Public Record
After the award of the contract has been made by the City Council or appropriate staff, all findings and information considered in determining which Proposal best meets the need of the City and will be most advantageous with respect to price, conformity to the specifications and other factors will be made available for public inspections. Access to government records is governed by the State of California Public Records Act (Government Code Section 6250 et. seq.). All Proposers are hereby put on notice that each Proposal received shall become the exclusive property of the City and in accordance with the Public Records Act and except as otherwise may be provided by applicable State and Federal law, all Proposals are a public rec ord and subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any Proposals or portions thereof.
8. Award of Purchase Order
The purchase order resulting from this RFQ will be awarded to the responsive and responsible Bidder whose Bid, conforming to the requirements of the RFQ, is determined to be the most advantageous to the City. The City may consider:
1. Cost of services
2. The reputation of the consultant and/or firm
3. Experience of the consultant
4. The extent to which the services meet the City’s needs
5. Completion of bid submission
Exhibit B
Exhibit C