PAE Third Amendment and Previous — Redondo Beach City Council, April 5, 2022

THIRD AMENDMENT TO THE AGREEMENT

FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND PACIFIC ARCHITECTURE AND ENGINEERING

THIS THIRD AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES ("Third Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Pacific Architecture and Engineering, a California Corporation ("Consultant").

WHEREAS, on August 4, 2020, the parties originally entered into the Agreement for Consulting Services between the City and Consultant (the "Agreement"); and WHEREAS, on February 16, 2021, the parties entered into a First Amendment for additional service do to unexpected increases in the volume of work to be performed as compared to that originally anticipated to complete the services under this contract; and WHEREAS, on June 6, 2021, the parties entered into a Second Amendment for additional service do to unexpected increases in the volume of work to be performed as compared to that originally anticipated to complete the services under this contract; and WHEREAS, the volume of work to be performed has been determined to exceed that anticipated to complete the services under the original contract, First Amendment and Second Amendment; and
WHEREAS, consequently, the parties desire to increase the Consultant's total compensation.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendment to the Agreement:

1. COMPENSATION. The Agreement hereby amended to add Exhibit "C-3" to Exhibits "C", "C-1", and "C-2" which shall increase the limit for the total compensation paid to Consultant by $30,000, for a total compensation limit of $185,000. Exhibit "C-3" is attached hereto and incorporated by reference. Consultant shall be compensated for the services described in Exhibit "A" of the Agreement in accordance with Exhibit "C- 3".

2. NO OTHER AMENDMENTS. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, Second Amendment and this Third Amendment constitute the entire agreement between the parties and supersede any previous oral or written 1 agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, the First Amendment, the Second Amendment and this Third Amendment, the terms of this Third Amendment shall prevail.

IN WITNESS WHEREOF, the parties have executed this Third Amendment in Redondo Beach, California, as of this 7th day of December, 2021.

CITY OF REDONDO BEACH PACIFIC ARCHITECTURE AND

ENGINEERING
acRe
William C. Brand, Mayor pun Fujita Hall, President
ATTEST:

Elean Maran
Eleanor Manzano, City Glerk
APPROVED AS TO FORM:

Mics w. Luel
Michael W. Webb, City Attorney
2 EXHIBIT "С-3"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

A. AMOUNT.

Total compensation provided pursuant to this agreement shall not exceed $185,000.

Consultant shall be paid in accordance with the following hourly rates for the services described herein:

Title Hourly Billing Rate
Admin $ 45.00
Drafter $ 65.00
Drafter lI $ 91.00
Drafter III $ 97.00
Engineer $110.00
Engineer I $125.00
Document Control $130.00
Engineer II $145.00
Engineer I!! $155.00
Project Architect $171.00
Project Manager $171.00
Sr Engineer I| $164.72
Specialist I $190.00
Specialist li $219.87
B. METHOD OF PAYMENT. Consultant shall provide monthly invoices indicating the services and tasks performed, and hourly rate, hours worked, and staff assigned during the prior month to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.

C. SCHEDULE FOR PAYMENT. Consultant shall be paid within thirty (30) days of City's receipt of monthly invoice, provided, however, that services are completed to the City's reasonable satisfaction.

D. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
3 Consultant: Pacific Architecture and Engineering, Inc 2447 Pacific Coast Highway, Suite 218
Hermosa Beach, CA 90254
Attention: Jun Fujita Hall
City: City of Redondo Beach
Public Works Department, Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attention: Andrew Winje
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail.

Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
4 ACORD® DATE (MMODYYYY)

CERTIFICATE OF LIABILITY INSURANCE
11/12/2021
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.

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 endorsements). 22837 Pacific Coast Hwy Ste D [email protected] ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #
Malibu CA 90265-5841 INSURER A: Lloyds of London

INSURED FARMERS INSURANCE COMPANY
INSURER B:

PACIFIC ARCHITECTURE AND ENGINEERING INC. INSURER C :
730 Arizona Ave INSURER D:..

INSURER E :

Sanla Monica CA 90401 INSURER F:

COVERAGES CERTIFICATE NUMBER: 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS

LTR TYPE OF INSURANCE INSO WYD POLICY NUMBER (MM/DD/YYY), (MM/DD/YY) X: COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED' $ 250,000
CLAIMS-MADE X OCCUR PREMISES (Ea occurrence)
MED EXP (Any one person) $ 5,000
A PSK0734644899 11/19/2021: 11/19/2022 PERSONAL & ADV INJLIRY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO. PRODUCTS - COMP/OP AGG $ 2,000,000
• POLICY LOC
OTHER:

COMBINED SINGLE LIMIT $ 2,000,000
AUTOMOBILE LIABILITY (Ea accident)
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED PSK0734644899 11/19/2021 11/19/2022 BODILY INJURY (Per accident)! $

AUTOS ONLY PROPERTY DAMAGE

HIRED NON-OWNED
AUTOS ONLY AUTOS ONLY (Per accident)

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS-MADE I AGGREGATE

DED RETENTIONS

PER OTH

WORKERS COMPENSATION STATUTE ER

AND EMPLOYERS' LIABILITY Y/N
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1.000,000 B l NIA 809478570 11/19/2021 11/19/2022
¡OFFICER/MEMBEREXCLUDED?
(Mandatory in NH) EL DISEASE - EA EMPLOYEE $ 1,000,000
lescribe under EL. DISEASE - POLICY LIMIT $1,000,000
DESCRIPTION OF OPERATIONS below
PROFFESSIONAL LIABILITY 11/19/2021 11/19/2022 CLAIMSMADE 1,000,000 A PSK0731644899
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached # more space is required) CERTIFICATE HOLDER AND ADDITIONAL INSURED UNDER POLICY PSK0734644899

CITY OF REDONDO BEACH THEIR OFTICER EMPLOYFFS VOLUNTEERS, AND AGENTS 415 DIAMOND STREET
REDONDO BEACH, CA 90277
SHOULD ANY OF THE DESCRIBED POLICIES BE CANCELLED BEFORE. THE EXPIRATION DATE, THE ISSUING INSURER WILL MAIL A WRITTEN NOTICE 30 DAYS IN ADVANCE

CERTIFICATE HOLDER CANCELLATION

CITY OF REDONDO BEACH THEIR OFFICER EMPLOYEES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
VOLUNTEERS, AND AGENTS ACCORDANCE WITH THE POLICY PROVISIONS. 415 DIAMOND STREET
REDONDO BEACH, CA 90277
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD cfc

ADDITIONAL INSURED ENDORSEMENT (SPECIFIED THIRD PARTY)
ATTACHING TO PSK0734644899
POLICY NUMBER:

THE INSURED: Pacific Architecture & Engineering
WITH EFFECT FROM: 19 Nov 2021
It is understood and agreed that the following amendments are made to this Policy:

7. The fotlowing DEFINITION is added:
"Additional insured" means:

The City of Thousand Oaks (Effective From: 19 Feb 2020) The City, its elected officials, officers, agents, employees, and volunteers
2100 Thousand Oaks Blvd
Thousand Oaks
CA, 91362
City of Santa Monica (Effective From: 19 Feb 2020)
The City, its elected officials, officers, agents, employees, and 1685 Main St
Santa Monica
CA, 90401
The City of Rolling Hills (Effective From: 19 Feb 2020) The Cily, its elected officials, officers, agents, employees, and volunteers
2 Portugese Bend
Rolling Hills
CA, 90274
City of South Gate and their appointed officials employees, gents,or volunteers (Effective From: 05 Jun 2020
3650 California Avenue
South Gate
CA, 90280
sUCity of Redondo Beach, their officers, (Effective From: 21 Dec 2015) employees, volunteers and agents
415 Diamond St
St. Redondo Beach
CA, 90277
City of Rancho Palos Verdes (Effective From: 21 Dec 2015) 30940 Hawthorne Blvd
Rancho Palos Verdes
CA, 90272
cfc
El Segundo (Effective From: 23 Dec 2015)
City of El Monte and their elected & appointed (Effective From: 27 Apr 2016) officials, officers, employees, agents or volunteers 11333 Valley Boulevard
CA, 91731
The Costa Mesa Sanitary District, its elected and appointed officials, agents, officers, volunteers and employees (Effective From: 15 Feb 2018)
290 Paularino Ave
Costa Mesa
CA, 92626

THE CITY OF CARLSBAD, ITS OFFICERS, EMPLOYEES,
VOLUNTEERS AND AGENTS (Effective From: 06 Apr 2017)
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
CA, 92564
SUCity of Redondo Beach, their officers employees, volunteers and agents (Effective From: 21 Dec 2015)
415 Diamond St
St. Redondo Beach
CA, 90277
City of Rancho Palos Verdes (Effective From: 21 Dec 2015) 30940 Hawthorne Blvd
St. Redondo Beach
Rancho Palos Verdes
CA, 90272
City of El Monte and their elected & appointed officials, officers, employees, agents or volunteers (Effective From: 27 Apr 2016) 11333 Valley Boulevard
El Monte
CA, 91731

2. In respect of the "Additional insureds" CONDITION, additional insureds are included as a third party.

3. The following CONDITION is added:

Notice of cancelation to additional insureds
If we give you notice of cancelation in accordance with the "Cancelation" CONDITION, we will endeavor to provide the same notice of cancelation to the additional insureds; however, not doing so will not place any additional liability upon us.

SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE

SECOND AMENDMENT TO THE AGREEMENT

FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND PACIFIC ARCHITECTURE AND ENGINEERING

THIS SECOND AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES ("Second Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation (City") and Pacific Architecture and Engineering, a California Corporation ("Consultant").

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendment to the Agreement:

1. COMPENSATION. Exhibits "C" and "C-1" of the Agreement are hereby amended to add Exhibit "C-2" which shall increase the limit for the total compensation paid to Consultant by $90,000; as such, the total compensation shall not exceed $155,000.

Exhibit "C-2" is attached hereto and incorporated by reference. Consultant shall be compensated for the services described in Exhibit "A" of the Agreement in accordance with Exhibit "C-2".

2. NO OTHER AMENDMENTS. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement and this First Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, and this First Amendment, the terms of this First Amendment shall prevail.

SIGNATURES FOLLOW ON NEXT PAGE
1 IN WITNESS WHEREOF, the parties have executed this Fourth Amendment in Redondo Beach, California, as of this 1st day of June, 2021.

CITY OF REDONDO BEACH PACIFIC ARCHITECTURE AND

ENGTNEERING
William C. Brand, Mayor Jun Fujita Hall, President
ATTEST:

ClamMavano
Eleanor Manzano, City Clerk
APPROVED:

Nee
Risk Manager
APPROVED AS TO FORM:
millw. well
Michael W. Webb, City Attorney
2 EXHIBIT "C-1"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

A. AMOUNT.

Total compensation provided pursuant to this agreement shall not exceed $155,000.

Consultant shall be paid in accordance with the following hourly rates for the services described herein:

Title Hourly Billing Rate
Admin $ 45.00
Drafter $ 65.00
Drafter I/ $ 91.00
Drafter III $ 97.00
Engineer $110.00
Engineer I $125.00
Document Control $130.00
Engineer I| $145.00
Engineer III $155.00
Project Architect $171.00
Project Manager $171.00
Sr Engineer |I $164.72
Specialist I $190.00
Specialist I! $219.87
B. METHOD OF PAYMENT. Consultant shall provide monthly invoices indicating the services and tasks performed, and hourly rate, hours worked, and staff assigned during the prior month to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.

C. SCHEDULE FOR PAYMENT. Consultant shall be paid within thirty (30) days of City's receipt of monthly invoice, provided, however, that services are completed to the City's reasonable satisfaction.

Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.

FIRST AMENDMENT TO THE AGREEMENT

FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND PACIFIC ARCHITECTURE AND ENGINEERING

THIS FIRST AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES ("First Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation ('City") and Pacific Architecture and Engineering, a California Corporation ("Consultant").

WHEREAS, on August 4, 2020, the parties originally entered into the Agreement for Consulting Services between the City and Consultant (the "Agreement"); and WHEREAS, the volume of work to be performed has been determined to exceed that originally anticipated to complete the services under this contract; and WHEREAS, the parties desire to increase the Consultant's total compensation.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendment to the Agreement:

1. COMPENSATION. Exhibit "C" of the Agreement is hereby amended to add Exhibit "C-1" to increase the limit for the total compensation paid to Consultant by $50,000 for a total compensation limit of $65,000. Exhibit "C-1" is attached hereto and incorporated by reference. Consultant shall be compensated for the services described in Exhibit "A" of the Agreement in accordance with Exhibit "C-1"

2. NO OTHER AMENDMENTS. Except as expressly stated herein, the Agreement shall remain unchanged and in full torce and ettect. The Agreement and this First Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, and this First Amendment, the terms of this First Amendment shall prevail.

SIGNATURES FOLLOW ON NEXT PAGE
1 IN WITNESS WHEREOF, the parties have executed this Fourth Amendment in Redondo Beach, California, as of this 16th day of February, 2021.

CITY OF REDONDO BEACH PACIFIC ARCHITECTURE AND
- DocuSigned by: ENGINEERING
William C. Brand - DocuSigned by:
-E6413C7231DF4E1...
-4AB8A773C9384EO...

William C. Brand, Mayor Jun Fujita Hall, President
ATTEST:
-DocuSigned by:

Eleanor Manzano
- 72F2AC716C214CF...

Eleanor Manzano, City Clerk
APPROVED:
- DocuSigned by:

Diane Strickfaden
- ABED8CF35EEF48C...

Risk Manager, Diane Strickfaden
APPROVED AS TO FORM:
•DocuSigned by:

Michael W. Well
- 669049EDE03D402..

Michael W. Webb, City Attorney
2 EXHIBIT "C-1"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

A. AMOUNT.

Total compensation provided pursuant to this agreement shall not exceed $65,000.

Consultant shall be paid in accordance with the following hourly rates for the services described herein:

Title Hourly Billing Rate
Admin $ 45.00
Drafter $ 65.00
Drafter I/ $ 91.00
Drafter I|l $ 97.00
Engineer $110.00
Engineer I $125.00
Document Control $130.00
Engineer I| $145.00
Engineer III $155.00
Project Architect $171.00
Project Manager $171.00
Sr Engineer lI $164.72
Specialist I $190.00
Specialist I/ $219.87
B. METHOD OF PAYMENT. Consultant shall provide monthly invoices indicating the services and tasks performed, and hourly rate, hours worked, and staff assigned during the prior month to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.

C. SCHEDULE FOR PAYMENT. Consultant shall be paid within thirty (30) days of City's receipt of monthly invoice, provided, however, that services are completed to the City's reasonable satisfaction.

D. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.

Consultant: Pacific Architecture and Engineering, Inc
2447 Pacific Coast Highway, Suite 218
Hermosa Beach, CA 90254
Attention: Jun Fujita Hall
City: City of Redondo Beach
Public Works Department, Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attention: Andrew Winje
All notices, including notices of address changes, provided under this Agreement are eemed received on the third day after mailing if sent by registered or certified mail. Change n the respective address set forth above may be made from time to time by any party upo written notice to the other party.

ACORD® DATE (MM/DD/YYYY)

CERTIFICATE OF LIABILITY INSURANCE
10/29/2020
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. f SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement o nis certificate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER
Rene Williams Agency PHONE
C,N, EXt: 310-317-4433 FAX, NO):
22837 Pacific Coast Hwy Ste D E-MAIL
ADDRESS: [email protected]
INSURERS) AFFORDING COVERAGE NAIC #
Malibu CA 90265-5841 INSURER A: Lloyds of London
INSURED INSURER B: FARMERS INSURANCE COMPANY
PACIFIC ARCHITECTURE AND ENGINEERING INC. INSURER C:
730 Arizona Ave INSURER D:

INSURER E :

Santa Monica CA 90401 INSURER F:

COVERAGES CERTIFICATE NUMBER: 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 NDICATED. 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 TERM:

XCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR TYPE OF INSURANCE ADDL SUBR LIMITS

LTR INSD WVE POLICY NUMBER
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000

DAMAGE TO RENTED
CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) | $ 250,000 MED EXP (Any one person) / $ 5,000
A Y PSF02222273 11/19/2020|11/19/2021 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4.000,000 POLICY ECT LOC PRODUCTS- COMPIOP AGG $ 2000,000
OTHER:

AUTOMOBILE LIABILITY $ 2,000,000
ANY AUTO BODILY INJURY (Per person)
A OWNED, SCHEDULED PSF02222273 11/19/2020 | 11/19/2021 BODILY INJURY (Per accident) $

AUTOS ONLY AUTOS
HIRED NON-OWNED $
_ AUTOS ONLY Per acciden DAMAGE

AUTOS ONLY
UMBRELLA LIAB OCCUR EACH OCCURRENCE $

EXCESS LIAB CLAIMS-MADE AGGREGATE

RETENTIONS

STATUTE T
Y/ N $ 1,000,000
|N/ A Y B09478570 11/19/2020 11/19/2021 E.L. EACH ACCIDENT andatory in N EL. DISEASE - EA EMPLOYEE $ 1,000,000
SAID OPERATIONS below ELL. DISEASE - POLICY LIMIT $ 1,000,000

PROFFESSIONAL LIABILITY
A PSF02222273 11/19/2020|11/19/2021 CLAIMS MADE 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER AND ADDITIONAL INSURED UNDER POLICY PSF02222273:

CITY OF REDONDO BEACH THEIR OFFICER EMPLOYEES VOLUNTEERS, AND AGENTS 415 DIAMOND STREET
REDONDO BEACH, CA 90277
SHOULD ANY OF THE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE, THE ISSUING INSURER WILL MAIL A WRITTEN NOTICE 30 DAYS IN ADVANCE.

CERTIFICATE HOLDER CANCELLATION

CITY OF REDONDO BEACH THEIR OFFICER EMPLOYEES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN VOLUNTEERS, AND AGENTS ACCORDANCE WITH THE POLICY PROVISIONS. 415 DIAMOND STREET
REDONDO BEACH, CA 90277 AYTHORIZED REPRESENTATIVE
Keve Wiliang
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WC 99 06 19

FARMERS

INSURANCE

WORKERS' COMPENSATION AND EMPLOYERS'

LIABILITY INSURANCE POLICY
Insured
MALIBU CA 90265
Agent
Effective B0947-86-70 2019
Date 11/19/19 29-58-2AN
Pote company Policy
Year

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET ve have the right to recover our payments trom anyone liable tor an injury covered by this policy. We will no inforce our right against the person or organization for which you perform work under a written contract tha requires you to obtain this agreement from us.

The additional premium for this endorsement shall be 3.0% of the Workers' Compensation premium otherwise due for the state(s) listed below on such remuneration, subject to a minimum charge of_ All written contracts in the state(s) of.

CA
This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise subject to all the terms of the policy.

Countersigned
Authorized Representative
WC 99 06 19 9-07 Page 1 of 1
93-6369 16369101
cfc

ADDITIONAL INSURED ENDORSEMENT

ATTACHING TO POLICY
NUMBER: PSJ0622577517
THE INSURED: Pacific Architecture & Engineering
WITH EFFECT FROM: 19 Nov 2020
It is understood and agreed that the following amendments are made to this Policy:

1. The following DEFINITION is added:
2100 Thousand Oaks Blvo
Thousand Oaks, CA 91362
US
City of Santa Monica (Effective From: 19 Feb 2020)
The City, its elected officials, officers, agents, employees, and volunteers Santa Monica, CA 90401
he City of Rolling Hills (Effective From: 19 Feb 2020
he City, its elected officials, officers, agents, employees, and volunteer 2 Portugese Bend
Rolling Hills, CA 90274
City of South Gate and their appointed officials employees, agents, or volunteers (Effective From: 05 Jun 2020)
8650 California Avenue
South Gate, CA 90280

THE CITY OF CARLSBAD, ITS OFFICERS, EMPLOYEES, VOLUNTEERS AND AGENTS
(EFFECTIVE FROM: 06 APR 2017)
1200 CARLSBAD VILLAGE DRIVE
CARLSBAD, CA 92008
US
SUcity of Redondo Beach, their officers, (Effective From: 21 Dec 2015) employees, volunteers and agents
S15 Redondo Sach, CA 90277
US
City of Rancho Palos Verdes (Effective From: 21 Dec 2015) 30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90272
US
El Segundo (Effective From: 23 Dec 2015)
City of El Monte and their elected & appointed (Effective From: 27 Apr 2016) officials, officers, employees, agents or volunteers
11333 Valley Boulevard
El Monte, CA 91731
US
The Costa Mesa Sanitary District, its elected and appointed officials, agents, officers,
volunteers and employees (Effective From: 15 Feb 2018)
290 Paularino Ave
Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Riahts Reserved
cfc
Costa Mesa, CA 92626
US

THE CITY OF CARLSBAD, ITS OFFICERS, EMPLOYEES, VOLUNTEERS AND AGENTS
Effective From: 06 Apr 201
00 CARLSBAD VILLAGE DRIN
CARLSBAD, CA 92008
US
SUCity of Redondo Beach, their officers employees, volunteers and agents (Effective From:
21 Dec 2015)
415 Diamond St
St. Redondo Beach
CA 90277
US
City of Rancho Palos Verdes (Effective From: 21 Dec 2015) 30940 Hawthorne Blvd
St. Redondo Beach
Rancho Palos Verdes, CA 90272
US
City of El Monte and their elected & appointed officials, officers, employees, agents or
volunteers (Effective From: 27 Apr 2016)
11333 Valley Boulevard
El Monte, CA 91731
US

2. Where an "Additional insureds" CONDITION exists in this Policy, additional insureds are included as a third party.

3. Where an "Additional insureds" CONDITION does not exist in this Policy, the ollowing CONDITION is added
When this CONDITION applies, it will be primary and non-contributory to the additional insured's own insurance but only if you and the additional insured have entered into a contract that contains a provision requiring this.

Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured.

4. The following CONDITION is added:

Notice of cancellation to additional insureds
If we give you notice of cancellation in accordance with the "Cancellation" CONDITION, we will endeavour to provide the same notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us.

SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorized Signatory
ARton
CFC Underwriting Ltd
Unique Market Reference No. B087520C9N5051, B087520C9N5053 © 1999-2019 CFC Underwriting Ltd, All Rights Reserved

AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND PACIFIC ARCHITECTURE AND ENGINEERING, INC.

THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation (City") and Pacific Architecture and Engineering, Inc., a California Corporation ("Consultant" or "Contractor").

The parties hereby agree as follows:

Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities o City, or services required to be performed by City are set forth in Exhibit "A." Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B"
Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit "C"
*****

GENERAL PROVISIONS
Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.

2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, 1 reports, calculations, data, specifications, videos, graphics or other materials, shall be specific for the project herein and shall not be used by the City for any other prolect without Consultants consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.

Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.

5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C", ' the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.

6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Consultant's completion of performance of this Agreement.

Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be performed and paid for in accordance with the following:
2 Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may authorize extra and/or changed work. Consultant expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Consultant to secure the written authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Consultant thereafter shall be entitled to no compensation whatsoever for performance of such work.

If Consultant is of the opinion that any work which Consultant has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Consultant shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Consultant on a fair and equitable basis. A written amendment providing for such compensation for extra work shall be executed by Consultant and the City.

8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.

Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.

10. Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the 3 project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant's receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.

12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.

13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.

14. Indemnity. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, chas So. penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant's performance or work 4 hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees' active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782(b). Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

15. Insurance. Consultant shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non- discrimination laws.
a. Federal Standard. Consultant further acknowledges that this is a federally assisted construction contract and that federal labor standards provisions, including prevailing wage requirements of the Davis-Bacon and Related Acts, will be enforced. Consultant understands that in the event of a conflict between the Federal General Wage Decision as established by the United States Department of Labor (available at
www.access.gpo.gov/davisbacon/ca.html) and the State General Prevailing Wage Determination as established by the California Department of Industrial Relations (available at http://www.dir.ca.gov/DLSR/PWD/index.htm), the higher of the two will prevail.
b. Prevailing Wages. City and Consultant acknowledge that this project is a public work to which prevailing wages apply. Consultant shall comply with the 5 Agreement to Comply with California Labor Law Requirements set forth in Exhibit "E", which is attached hereto and incorporated by reference.

18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.

The sale, assignment, , transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Consultant or twenty-five percent (25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.

Further, the involvement of Consultant or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant's assets occurs, which reduces Consultant's assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.

20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.

22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and 6 conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.

23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.

25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."

28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys' Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.

This provision shall survive the termination of this Agreement.

30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.

31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title 7 to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant's expense, including shipping.

Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.

33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.

35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SIGNATURES FOLLOW ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 4th day of August, 2020.

CITY OF REDONDO BEACH PACIFIC ARCHITECTURE AND
- DocuSigned by: INC
William C. Brand
- E6413C7231DF4E1 By:

William C. Brand, Mayor Name: Jun us affal
Title: President
ATTEST: — DocuSigned by:

Eleanor Manzano
-72F2AC716C214CE.

Eleanor Manzano, City Clerk
APPROVED:
- DocuSigned by:

Diane Strickfaden
ABED8CF3SEEF48€
Risk Manager Diane Strickfader
APPROVED AS TO FORM:
- DocuSigned by:

Michael W. Webb
-669049EDE03D402.

Michael W. Webb, City Attorney
9 EXHIBIT "A"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
Consultant shall provide architectural construction administration services for the City Transit Center located at 1521 Kingsdale Avenue, Redondo Beach, CA 90278 ("City Transit Center").

2. Consultant shall ensure that responses to RFIs contain clarification of the permit drawing, provide revisions requested of the design and details, and evaluate substitution requests. Drawing revisions shall be issued in the form of a numbered sketch on letter size paper. Revisions shall be demarcated with a "cloud" on said sketch.

Consultant shall ensure that submittal reviews and substitution requests include adequate product data and determine conformance to the Construction Documents.

4. When necessary, Consultant shall issue plan sheet revisions via numbered bulletin, with revisions demarcated by a "cloud" and identified by a bulletin number shown graphically in a triangle next to the revised clouded area on the sheet. Bulletin number shall be obtained from Construction Manager.

5. Consultant shall respond to RFls and submittals within 7 days to avoid delays in construction.

Consultant shall notify City immediately if revisions in RFls or Submittals are expected to cause a delay or increase in cost prior to submitting the response to discuss alternative options if any.

Consultant shall notify City of substitutions or revisions that result in a credit to the City.

Consultant shall obtain RFI and Submittal schedule from Construction Manager on weekly basis to track the status of unanswered RFls and Submittals.

9. Consultant shall perform a review of "As-Built" drawings prepared by the Contractor for accuracy. Consultant shall produce modified electronic CAD files and one set of Mylar prints for the record architectural drawing set. 10 EXHIBIT "B"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence August 4, 2020 and expire December 31, 2022 ("Term"), unless otherwise terminated as herein provided.

Notwithstanding the foregoing, Consultant shall be prepared to begin all duties described in Exhibit "A" within ten (10) days of City's Notice to Proceed. Upon City Manager's recommendation to the Mayor, the City, at its discretion may renew this Agreement prior to the expiration of the Term and subject to the same terms and conditions for an additional twelve (12) months.
11 EXHIBIT "C"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

A. AMOUNT. Consultant shall be paid the following amounts.

Total compensation provided pursuant to this agreement shall not exceed $15,000.

Consultant shall be paid in accordance with the following hourly rate schedule:

Staff Hourly Rate
Admin $45.00
Drafter $65.00
Drafter II $91.00
Drafter III $97.00
Engineer $110.00
Engineer l $125.00
Document Control $130.00
Engineer Il $145.00
Engineer III $155.00
Project Architect $171.00
Project Manager $171.00
Sr. Engineer I| $164.72
Specialist / $190.00
Specialist I| $219.87
B. METHOD OF PAYMENT. Consultant shall provide monthly invoices indicating the services and tasks performed, and hourly rate, hours worked, and staff assigned during the prior month to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.

SCHEDULE FOR PAYMENT. Consultant shall be paid within thirty (30) days of City's receipt of monthly invoice, provided, however, that services are completed to the City's reasonable satisfaction.

D. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
12 Consultant: Pacific Architecture and Engineering, Inc 2447 Pacific Coast Highway, Suite 218
Hermosa Beach, CA 90254
Attention: Jun Fujita Hall
City: City of Redondo Beach
Public Works Department, Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attention: Andrew Winje
13 EXHIBIT "D"

INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant's indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

Workers' Compensation insurance as required by the State of California.

Employer's Liability Insurance.

Minimum Limits of Insurance
Consultant shall maintain limits no less than:

General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.

Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Employer's Liability: $1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
14 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work erformed by or on behalf of the Consultant. General liability coverage can be provider n the form of an endorsement to the Consultant's insurance, or as a separate owner' policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.

For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.

The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant's part.

Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
15 Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
16 EXHIBIT "E"

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a "public work" as detined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"), and that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director of Industrial Relations ("DIR") implementing such statutes. contractor shall pertorm all work on the project as a public work. Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

Pursuant to Labor Code Section 1771.4, Contractor shall post job site notices, as prescribed by regulation.
4 Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

6. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records.

Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this 17 Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.

Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.

Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 and 1/2 times the basic rate of pay.

California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."

10. For every subcontractor who will pertorm work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions.

Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

11. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers rom and adainst any demand or claim for damages, compensation, fines, penalties or other amounts arisina out of or incidental to anv acts or omissions listed above bv any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of al onsequential damages, attornevs' fees, and other related costs and expenses. Al duties of Contractor under this Section shall survive termination of the Agreement. 18 EXHIBIT F"

FEDERAL TRANSIT ADMINISTRATION REQUIREMENT CERTIFICATIONS The Contractor certifies that the services offered in this procurement comply with all FTA Requirements and Regulations incorporated in Agreement Sections 1 through 12 and listed below:

Incorporation of Federal Transit Administration (FTA) Terms Federal Changes
No Federal Government Obligation to Third Parties
Access to Records and Reports
Fly America
• Energy Conservation
Government-Wide Debarment and Suspension

8. Program Fraud and False or Fraudulent Statements and Related Acts

9. Civil Rights Laws and Equal Opportunity

10. Disadvantaged Business Enterprises (DBE)

11. Prompt Payment
12 Termination
Date:

Signature:

Contractor:

Title:
19 EXHIBIT "G"

FTA REQUIREMENTS

1. Incorporation of Federal Transit Administration (FTA) Terms Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions.

2. Federal Changes
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.

Contractor's failure to so comply shall constitute a material breach of this contract.

3. No Federal Government Obligation to Third Parties
The City and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the City, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

4. Access to Records and Reports
a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or 20 expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.
c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required.

5. Fly America
a. Definitions. As used in this clause:
"International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.
"United States" means the 50 States, the District of Columbia, and outlying areas.
"U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C.

Chapter 411.

When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
c. If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.
21 d. In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S.-Flag Air Carriers
International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:
(End of statement)
e. The Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation.

6. Energy Conservation
The Contractor agrees to comply with mandatory standards and policies relating to energy efticiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

7. Government-Wide Debarment and Suspension
Debarment, Suspension, Ineligibility and Voluntary Exclusion The Contractor shall comply and facilitate compliance with U.S. DOT regulations,
weila ads, andreme she one of largement and Budget 12
OMB) "Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:
(a) Debarred from participation in any federally assisted Award; (b) Suspended from participation in any federally assisted Award; (c) Proposed for debarment from participation in any federally assisted Award;
(d) Declared ineligible to participate in any federally assisted Award; (e) Voluntarily excluded from participation in any federally assisted Award; or (f) Disqualified from participation in ay federally assisted Award. 22 By signing and submitting its bid or proposal, the Contractor certifies as follows:

The certification in this clause is a material representation of fact relied upon by the City. If it is later determined by the City that the Contractor knowingly rendered an erroneous certification, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

8. Program Fraud and False or Fraudulent Statements and Related Acts The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(I) on the Contractor, to the extent the Federal Government deems appropriate.

The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
23 9. Civil Rights Laws and Equal Opportunity
The City is an Equal Opportunity Employer. As such, the City agrees to comply in all applicable Federal civil rights laws and implementing regulations. Apart fror consistent requirements imposed by Federal laws or regulations, the Cit agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.

Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.
(1) Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(3) Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S.

EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and 24 prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (4) Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

10. Disadvantaged Business Enterprise (DBE)
The contractor, subrecipient or subcontractor shall not discriminate on the basis of award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b).

Finally, for contracts with defined DBE contract goals, each FTA recipient must include in each prime contract a provision stating that the contractor shall utilize the specific DBEs listed unless the contractor obtains the City's written consent; and that, unless the City's consent is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. 49 C.F.R. § 26.53(f) (1).

Overview
It is the policy of the City and the United States Department of Transportation ("DOT") that Disadvantaged Business Enterprises ("DBE's"), as defined herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT-assisted contracts. It is also the policy of the City to:
a. Ensure nondiscrimination in the award and administration of DOT- assisted contracts;
b. Create a level playing field on which DBE's can compete fairly for DOT- assisted contracts;
c. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
d. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility 25 standards are permitted to participate as DBE's;
e. Help remove barriers to the participation of DBEs in DOT assisted contracts;
f. To promote the use of DEs in all types of federally assisted contracts and procurement activities; and
g. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program.

This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. The City shall make all determinations with regard to whether or not a Contractor is in compliance with the requirements stated herein. In assessing compliance, the City consider during its review of the Contractor's submission package, the Contractor's documented history of non-compliance with DBE requirements on previous contracts with the City.

The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the City deems appropriate.

DBE Participation
For the purpose of this Contract, the City will accept only DBE's who are:
a. Certified, at the time of bid opening or proposal evaluation, by Los Angeles Metropolitan Transportation Authority, City of Los Angeles, or the California Unified Certification Program (CUCP); or b. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or
c. Certified by another agency approved by the City.

DBE Participation Goal
The City of Redondo Beach DBE participation Overall Goal is 21% and the contract goal is 0%. This goal represents those elements of work for FTA assisted contracting opportunities by the City performed by qualified Disadvantaged Business Enterprises.

Although the City has not established a contract-specific Disadvantaged Business Enterprise (DBE) goal for this FTA federally funded project, ° (0 B0) contractors are encouraged to take all reasonable steps to obtain DBE participation and ensure that DBEs can fairly compete for and perform on the City's federally funded contracts and subcontracts as set forth in Part 26, Title 26 49 CFR.

Proposed Submission
Each Contractor, as part of its submission, shall supply the following information:
a. A completed DBE Utilization Form that indicates the percentage and dollar value of the total bid/contract amount to be supplied by b. A list of those qualified DBE's with whom the Contractor intends to contract for the performance of portions of the work under the Contract. the agreed price to be paid to each DBE for work, the Contract items or included in the Schedule that the Contractor has reason to believe the listed DBE will subcontract, at any tier, to other than another DBE. If awarded the Contract, the Contractor may not deviate from the DBE Participation Schedule submitted in response to the bid. Any subsequent changes and/or substitutions of DBE firms will require review and written approval by the City.

C. An original DBE Letter of Intent from each DBE listed in the DBE Participation Schedule.
d. An original DBE Affidavit from each DBE stating that there has not been any change in its status since the date of its last certification.

Good Faith Efforts
Submit a completed DBE Utilization Schedule
If the Contractor is unable to meet the goal set forth in the DBE Participation Goal, the City will consider the Contractor's documented good faith efforts to meet the goal in determining responsiveness. The types of actions that the City will consider as part of the Contractor's good faith efforts include, but are not limited to, the following:
a. Documented communication with the City's DBE Coordinator (questions of IFB or RFP requirements, subcontracting opportunities, appropriate certification, will be addressed in a timely fashion); b. Pre-bid meeting attendance. At the pre-bid meeting, the City generally informs potential Contractors of DBE subcontracting opportunities;
The Contractor's own solicitations to obtain DBE involvement in general circulation media, trade association publication, minority-focus media and other reasonable and available means within sufficient time to allow DBEs to respond to the solicitation;
d. Written notification to DBE's encouraging participation in the proposed Contract; and
27 e. Efforts made to identify specific portions of the work that might be performed by DBE's.

The Contractor shall provide the following details, at a minimum, of the specific efforts it made to negotiate in good faith with DBE's for elements of the Contract:
a. The names, addresses, and telephone numbers of DBE's that were contacted;
b. A description of the information provided to targeted DBE's regarding the specifications and bid proposals for portions of the work; c. Efforts made to assist DBE's contacted in obtaining bonding or insurance required by the Contractor or the Authority.

Further, the documentation of good faith efforts must include copies of each DBE and non-DBE subcontractor quote submitted when a non-DBE subcontractor was selected over a DBE for work on the contract. 49 C.F.R. §

26.53(b) (2) (VI). In determining whether a Contractor has made good faith efforts, the Authority may take into account the performance of other Contractors in meeting the Contract goals. For example, if the apparent successful Contractor failed to meet the goal, but meets or exceeds the average DBE participation obtained by other Contractors, the Authority may view this as evidence of the Contractor having made good faith efforts.

Administrative Reconsideration
Within five (5) business days of being informed by the City that it is not responsive or responsible because it has not documented sufficient good faith efforts, the Contractor may request administrative reconsideration. The Contractor should make this request in writing to the City. The City will forward the Contractor's request to a reconsideration official who will not have played any role in the original determination that the Contractor did not document sufficient good faith efforts.

As part of this reconsideration, the Contractor will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made adequate good faith efforts to do so. The Contractor will have the opportunity to meet in person with the assigned reconsideration official to discuss the issue of whether it met the goal or made adequate good faith efforts to do so. The City will send the Contractor a written decision on its reconsideration, explaining the basis for finding that the Contractor did or did not meet the goal or make adequate good faith efforts to do so. The result of the reconsideration process is not administratively appealable to the Department of Transportation.

Termination of DBE Subcontractor
The Contractor shall not terminate the DBE subcontractors) listed in the DBE Participation Schedule without the City's prior written consent. The City may provide such written consent only if the Contractor has good cause to terminate the DBE firm. Before transmitting a request to terminate, the Contractor shall give notice in writing to the DBE subcontractor of its intent to 28 terminate and the reason for the request. The Contractor shall give the DBE five days to respond to the notice and advise of the reasons why it objects to the proposed termination. When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts to find another DBE subcontractor to substitute for the original DBE and immediately notify the City in writing of its efforts to replace the original DBE. These good faith efforts shall be directed at finding another DBE to perform at least the same amount of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with Section 10 below (Sanctions for Violations).

Continued Compliance
The City shall monitor the Contractor's DBE compliance during the life of the Contract. In the event this procurement exceeds ninety (90) days, it will be the responsibility of the Contractor to submit quarterly written reports to the City that summarize the total DBE value for this Contract. These reports shall provide the following details:
a. DBE utilization established for the Contract;
b. Total value of expenditures with DBE firms for the quarter; c. The value of expenditures with each DBE firm for the quarter by race and gender;
d. Total value of expenditures with DBE firms from inception of the Contract; and
e. The value of expenditures with each DBE firm from the inception of the Contract by race and gender.

Reports and other correspondence must be submitted to the DBE Coordinator with copies provided to the City. Reports shall continue to be submitted quarterly until final payment is issued or until DBE participation is completed.

The successful Contractor shall permit:
a. The City to have access to necessary records to examine information as the City deems appropriate for the purpose of investigating and determining compliance with this provision, including, but not limited to, records of expenditures, invoices, and contract between the Contractor and other DBE parties entered into during the life of the Contract. b. The authorized representative(s) of the City, the U.S. Department of Transportation, the Comptroller General of the United States, to inspect and audit all data and record of the Contractor relating to its performance under the Disadvantaged Business Enterprise Participation provision of this Contract.

C. All data/record(s) pertaining to DBE shall be maintained as stated in Section 4 Access to Records and Reports.
29 Sanctions for Violations
If at any time the City has reason to believe that the Contractor is in violation of its obligations under this Agreement or has otherwise failed to comply with terms of this Section, the City may, in addition to pursuing any other available legal remedy, commence proceedings, which may include but are not limited to, the following:
a. Suspension of any payment or part due the Contractor until such time as the issues concerning the Contractor's compliance are resolved; and
Termination or cancellation of the Contract, in whole or in part, unless the successful Contractor is able to demonstrate within a reasonable time that it is in compliance with the DBE terms stated herein.

11. Prompt Payment
Prompt Payment to Subcontractors
(1) The Contractor is required to pay all Subcontractors for all work that the Subcontractor has satisfactorily completed, no later than thirty (30) business days after the Contractor has received payment from the City. (2) In addition, all Retainage amounts must be paid by the Contractor to the Subcontractor no later than thirty (30) business days after the Subcontractor has, in the opinion of the City Engineer, satisfactorily completed its portion of the Work.
(3) A delay in or postponement of payment to the Subcontractor requires good cause and prior written approval of the City Engineer.
(4) The Contractor is required to include, in each subcontract, a clause requiring the use of appropriate arbitration mechanisms to resolve all payment disputes. (5) The City will not pay the Contractor for work performed unless and until the Contractor ensures that the Subcontractors have been promptly paid for the work they have performed under all previous payment requests, as evidenced by the filing with the City of lien waivers, canceled checks (if requested), and the Contractor's sworn statement that it has complied with the prompt payment requirements. Contractor must submit a prompt payment affidavit, (form to be provided by the City) which identifies each subcontractor (both DBE and non- DBE) and the date and amount of the last payment to such subcontractor, with every payment request filed with the City, except for the first payment request, on every contract with the City.
(6) Failure to comply with these prompt payment requirements is a breach of the Contract, which may lead to any remedies permitted under law, including, but not limited to, Contractor debarment. In addition, Contractor's failure to promptly pay its Subcontractors is subject to the provisions of 50 ILCS 505/9.

Reporting Requirements During the Term of the Contract
(1) The Contractor shall, within thirty (30) business days of contract award, or prior to any work being performed, execute formal subcontracts or purchase orders with the DBE firms included in the bid. These written agreements shall 30 be made available to the City. All contracts between the Contractor and its subcontractors must contain a prompt payment clause as set forth in this Section 10 herein.
(2) During the term of annual contracts, the Contractor shall submit regular "Status Reports of DBE Subcontract Payments" in a form acceptable to the City. The frequency with which these reports are to be submitted will be determined by the City but in no event will reports be required less frequently than quarterly. In the absence of written notice from the City the Contractor's first "Status Report of DBE Subcontract Payments" will be due ninety (90) days after the date of contract award, with additional reports due quarterly thereafter.
(3) In the case of a one-time procurement with either a single or multiple deliveries, a "Status Report of DBE Subcontract Payments,' " in a form acceptable to the City, indicating final DBE payments shall be submitted directly to the City. The information must be submitted prior to or at the same time as the Contractor's final invoice to the City department identified in the solicitation. (NOTICE: The original invoices must be submitted directly to the City's department identified in the contract documents and the Status Report of DBE Subcontract Payments must be submitted directly to the City Project Manager. Failure to follow these directions may delay final payment. (4) The address for the City: City of Redondo Beach, 415 Diamond Street, Redondo Beach, CA 90277

12. Termination.

Termination for Convenience
The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the City's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City to be paid the Contractor. If the Contractor has any property in its possession belonging to City, the Contractor will account for the same, and dispose of it in the manner City directs.

Termination for Default
If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default.

Termination shall be effected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.

If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of 31 or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience.

Opportunity to Cure
The City, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to City's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from City setting forth the nature of said breach or default, City shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude City from also pursuing all available remedies against Contractor and its for said breach or
Waiver of Remedies for any Breach
In the event that City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by City shall not limit City's remedies for any succeeding breach of that or of any other covenant. term, or condition of this contract.
32 PROMPT PAYMENT AFFIDAVIT
Contractor will place a check in the appropriate box below that applies to this payment request.

Re: Payment Request No. _
(Name), the
(Title - e.g., President, Vice President, etc.) of
_ ('Company"), do state the following with regard to
payments made under Contract No. ("Contract"):
_Subcontractors, at the first tier, both DBE and non-DBE, who completed work and were listed for payment on the prior Payment Request No. _ were paid no later than thirty (30) business days after Contractor received payment from City.

Copies of invoices and cancelled checks for subcontractors at the first tier who were paid under the prior payment request have been delivered or mailed to the City. In addition, Contractor has attached to the current Payment Request all lien waivers for prior subcontractor payments and any other documentation required by City. (Failure to attach all required documentation to the Payment Request or forward cancelled checks and invoices to the City may cause the Payment Request to be rejected by City.)

3. All retainage amounts withheld from any subcontractor who satisfactorily completed its portion of the contract work, including punch list items, were paid to the subcontractors) no later than thirty (30) business days after it satisfactorily completed its work, whether or not City has paid said retainage amounts to Contractor. Attach a copy of the cancelled check evidencing payment of each retainage amount.

4. There was no delay in or postponement of any payment owed to a subcontractor, whether periodic payment or retainage amount, except for good cause and after receipt of prior written approval from the City.

5. The Contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the Contractor's receipt of payment for that work from the City. In addition, the Contractor is required to return any retainage payments to those subcontractors after the subcontractor's work related to this contract is satisfactorily completed and within 30 days of Contractor's receipt of the partial retainage payment related to the subcontractor's work. Attach a copy of the written approval from the City.

Company Name
Signature
Print Name
Date:

Subscribed and sworn to before me this _day of _ _ 20_.

Notary Public
33 DBE

UTILIZATION
FORM
The undersigned Contractor has satisfied the requirements of the solicitation in the following manner (please check the appropriate space):

The Contractor is committed to a minimum of
_% DBE utilization on this contract.

Date:

Signature:

Company Name:

Title:
34 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

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

PRODUCER Rene Williams
RENE WILLIAMS AGENCY vC. No, Ext): (310)317-4434 TAC. MoX: (310)317-4436 22837 Pacific Coast Hwy Ste D ADDRESS: [email protected] Malibu, CA 90265-5841 INSURERS) AFFORDING COVERAGE NAIC & 0E57763 INSURERA: Lloyds of London

INSURED
INSURER B: Farmers Insurance
Pacific Architecture and Engineering

INSURER C
25307 Malibu Road INSURER D:

MALIBU, CA 90265 INSURER E
INSURER F:

COVERAGES CERTIFICATE NUMBER: 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. NOTWTHSTANDING 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

ADDL SUBR
TYPE OF INSURANCE INSD WVD POLICY NUMBER LImIts
X COMMERCIAL GENERAL LIABILITY 2,000,000
CLAIMS-MADE X OCCUR 250,000
MED EXP (Any one person 5,000
A PSF02222273 11/19/2019: 11/19/2020 PERSONAL & ADV INJURY 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 4,000,000 POLICY LOC 2,000,000
PRODUCTS • COMPIOP AGG
OTHER

AUTOMOBILE LIABILITY
2,000,000
ANY AUTO BODILY INJURY (Per person)
SHERINED y PSF02222273 11/18/2019 | 11/19/2020 BODILY INJURY (Per accident) s

UTOS ONL

UMBRELLA LIAB OCCUR

EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE es an en

DED RETENTIONS

AND ENFLOVERS LABIT
INIA B09478670 11/19/2019 | 11/19/2020 E.L. EACH ACCIDENT 1,000,000 EL DISEASE • EA EMPLOYEE 1,000,000
BES RPFIOOPERATONS DON EL. DISEASE • POLICY LIMI 1,000,000 Professional liability PSF02222273 11/19/2019 11/18/2020 claims made $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required)

CERTIFICATE HOLDER CANCELLATION
City of Redondo Beach
Their OFFICER, EMPLOYEES, VOLUNTEERS, AND AGENTS
415 Diamond Street AUTHORIZED REPRESEAMALIVE
Redondo Beach, CA 90277 Fox Williams
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

Redondo Beach City CouncilApril 5, 2022

Redondo Beach City Council
April 5, 2022