Redondo Beach City Council
September 6, 2022

SECOND AMENDMENT TO THE AGREEMENT

FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND WALKER PARKING CONSULTANTS/ENGINEERS, INC.

THIS SECOND AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES Second Amendment") is made between the City of Redondo Beach, a Municipal Corporation (" City") and WALKER PARKING CONSULTANTS/ENGINEERS, INC., a Michigan Corporation (" Consultant").

WHEREAS, on April 6, 2021, the parties originally entered into the Agreement for Consulting Services (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, on September 21, 2021, the parties entered into the First Amendment (the First Amendment") to increase the Consultant' s total compensation; and WHEREAS, the parties wish to further increase the Consultant' s total compensation by entering into this Second Amendment.

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 deleted in its entirety and replaced with Exhibit " C- 2", increasing Consultant's compensation by $ 8, 000.00 for a total compensation limit of$ 58, 000.00. The$ 58, 000.00 not to exceed amount shall be inclusive of all materials, phone calls, equipment, data, mileage, fuel, insurance and drive time. 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 and this Second 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 Second Amendment shall prevail.
1 IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 15th day of March, 2022.

CITY OF REDONDO BEACH WALKER PARKING
CONSULTANTS/ENGINEERS, INC.

William C. Brand, Mayor
4, D _* NI D aAlDi= g
Fl-Nh GIN CI PRlA1C) pm L.

ATTEST:
elAnflA ibt—
EleanorManzano, C Cl
APPROV :

Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:

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

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

A. Amount. Consultant shall be paid an additional fee of$ 8, 000.00, a total of 58, 000.00.

B. Not to Exceed Amount. Consultant' s total compensation shall not exceed 58, 000.00 Consultant's total compensation shall include all materials, phone calls, equipment, data, mileage, fuel, insurance and drive time.

C. Method of Payment. Consultant shall provide invoices to City for approval and payment. Invoices must be adequately detailed, with hourly rates and lab fees, based on accurate records, and in a form reasonably satisfactory to City.

Consultant shall include a detailed monthly time tracking spreadsheet with each invoice and may be required to provide back- up material upon request.

D. Schedule for Payment. Consultant shall be paid in accordance with payment schedule set forth in Exhibit "C".

E. 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: Walker Parking Consultants/ Engineers, Inc
16441 Scientific# 100
Irvine CA 92618
Attention Sean Connelly
City: City of Redondo Beach
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 regular mail, or the next day if sent overnight delivery. Notice of rate changes or distribution changes must be sent by 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. 3 FIRST AMENDMENT TO THE AGREEMENT

FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND WALKER PARKING CONSULTANTS/ ENGINEERS, INC.

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 WALKER PARKING CONSULTANTS/ ENGINEERS, Inc., a Michigan Corporation (" Consultant").

WHEREAS, on April 6, 2021, the parties entered into the Agreement for Consulting Services (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 Consultant' s total compensation commensurate with the expanded scope of work.

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 deleted in its entirety and replaced with Exhibit" C- 1", increasing Consultant' s compensation by $20, 000. 00 for a total compensation limit of$ 50,000. 00. The$ 50, 000. 00 not to exceed amount shall be inclusive of all materials, phone calls, equipment, data, mileage, fuel, insurance and drive time. 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 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 First Amendment in Redondo Beach, California, as of this 21st day of September 2021.

CITY OF REDONDO BEACH WALKER PARKING
CONSULTANTS/ENGINEERS, INC.

William C. Brand, Mayor Std M. Cq u ol. L`t' FKini« PrtATTEST:

Eleazano, C
APPROV D.

4.16 Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:
4 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. Consultant shall be paid an additional fee of$ 20, 000.00, a total of 50,000. 00.

B. Not to Exceed Amount. Consultant' s total compensation shall not exceed 50, 000.00 Consultant' s total compensation shall include all materials, phone calls, equipment, data, mileage, fuel, insurance and drive time.

C. Method of Payment. Consultant shall provide invoices to City for approval and payment. Invoices must be adequately detailed, with hourly rates and lab fees, based on accurate records, and in a form reasonably satisfactory to City.

Consultant shall include a detailed monthly time tracking spreadsheet with each invoice and may be required to provide back-up material upon request.

D. Schedule for Payment. Consultant shall be paid in accordance with payment schedule set forth in Exhibit "E".

E. 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: Walker Parking Consultants/Engineers, Inc
16441 Scientific# 100
Irvine CA 92618
Attention Sean Connelly
City: City of Redondo Beach
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 regular mail, or the next day if sent overnight delivery. Notice of rate changes or distribution changes must be sent by 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. 3 AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND
WALKER PARKING CONSULTANTS/ENGINEERS, INC.

THIS AGREEMENT FOR CONSULTING SERVICES ( this " Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and Walker Parking Consultants/Engineers, Inc, a Michigan Corporation (" Consultant" or Contractor").

The parties hereby agree as follows:

1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit " A."

2. 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".

3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit " C".

GENERAL PROVISIONS

1. 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, 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 project 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 provided for by a subsequent written amendment executed by City and Consultant.

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.

9. 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 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. In connection with its design professional services and to the maximum extent permitted by law, Consultant shall hold harmless and indemnify City, and its officials, officers, employees, agents, and designated volunteers collectively, " Indemnitees"), with respect to any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including reimbursement of attorneys' fees and costs of defense, which arise out of, pertain to, or relate to in whole or in part to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, subcontractors, or agents in the performance of its design professional services under this Agreement.
a. Other Indemnities. In connection with any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including attorneys' fees and costs of defense ( collectively, " Damages" hereinafter) not covered by the foregoing paragraph, and to the maximum extent permitted by law, Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages, which arise out of, pertain to, or relate to the acts or omissions of Consultant or any of its officers, employees, subcontractors, or agents in the performance of this Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of the City. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Damages. Notwithstanding the foregoing, nothing in 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. b. 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.
c. 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 nondiscrimination 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 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 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 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.

34. 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 6th day of April, 2021.

CITY OF REDONDO BEACH WALKER PARKING CONSULTANTS/
ENGINEERS, INC.

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William C. Brand, Ma or
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Name: Sean connoI ly
Title: Director - Building Envelope
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Eleanor Manzano, CiY
APPROVED: r-meusmned by "
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Risk Manager . Diane Strickfaden
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Michael W. Webb, City Attorney
EXHIBIT " A"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONSULTANT' S DUTIES
Consultant shall provide Waterproofing consultant services for the City Transit Center located at 1521 Kingsdale Avenue, Redondo Beach, CA 90278 ("City Transit Center").

Consultant shall provide waterproofing design and construction support for the Transit Center Project for watertight integrity.

1. Consultant shall provide a peer review of the Architect's waterproofing details for watertight integrity in the construction set and providing supplemental waterproofing details as needed in PDF format to assist in clarifying peer review recommendations.

2. Consultant shall review Requests for Information ( RFIs) and submittals. Provide periodic field visits and observations reports, and provide other construction support ( such as substitution requests), as requested, on a time and material basis up to and pursuant to the compensation provided in Exhibit " C". RFI' s and Submittals shall be issued by the Construction Contractor for the Transit Center.

3. Consultant' s RFI responses shall be based on the permit set and Consultant' s supplemental details, and shall include Consultant's waterproofing recommendations. Supplemental drawing revisions or new sheets shall be issued on City Titleblock provided in Autocad. Revisions shall be formatted per industry standard as directed by City Project Manager.

4. Consultant shall review submittals for conformance to the Construction Documents and to the Consultant' s recommendations for watertight integrity.

Review may include substitution requests.

5. Consultant shall issue sheet revisions of the supplemental waterproofing details via numbered Bulletin and formatted per industry standard as directed by City' s Project manager. Bulletin number shall be obtained from Construction Manager.

6. Consultant shall respond to RFIs and submittals within seven ( 7) days. This is based on the assumption that the Contractor will provide one RFI per clarification requested and that submittals will be sent to Consultant with reasonable time between submittals.

7. Consultant shall notify City if Consultant' s recommendations for RFIs or Submittals are expected to cause a delay or increase in cost prior to submitting the response to discuss alternative options if any.

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

9. Consultant shall provide as- built PDF sheets for waterproofing details provided at the end of the project if requested by City Project Manager.

EXHIBIT " B"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence April 6, 2021 and expire December 31, 2022, unless otherwise terminated as herein provided.

EXHIBIT " C"

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

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

Compensation provided to Consultant pursuant to this Agreement shall not exceed 30, 000.

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

Staff Hourly Rate
Principal 270
Engineer 195

2. METHOD OF PAYMENT. Consultant shall provide invoices 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.

3. 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.

4. 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: Walker Parking Consultants/ Engineers, Inc. 16441 Scientific# 100
Irvine, CA 92618
Attention: Sean Connolly
City: City of Redondo Beach
Public Works Department, Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attention: Jun Fujita Hall
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.

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.

Errors and Omissions Liability: $ 1, 000,000 per occurrence.

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.

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 performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance, or as a separate owner's 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.

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.

EXHIBIT " E"

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. 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 attaced and incorporated by reference, is a " public work" as defined 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 perform 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.

2. 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.

3. 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.

7. 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 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.

8. 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.

9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In 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 perform 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 from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by 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 all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive termination of the Agreement.

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:

El 1. Incorporation of Federal Transit Administration ( FTA) Terms 0 2. Federal Changes

3. No Federal Government Obligation to Third Parties

4. Access to Records and Reports

5. Fly America

6. Energy Conservation
7 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. Veteran' s Employment

12. Prompt Payment

13. Termination
Date:

Signature:

Contractor:

Title:

EXHIBIT " F"

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 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.
areas. United States" means the 50 States, the District of Columbia, and outlying U. S.- flag air carrier" means an air carrier holding a certificate under 49 U. S.C. Chapter 411. b. 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 the 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.
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 efficiency 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, " Nonprocurement Suspension and Debarment," 2 C. F. R. part 1200, which adopts and supplements the Office of Management and Budget ( U. S.

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 0 Disqualified from participation in ay federally assisted Award.

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( 1) 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.

9. Civil Rights Laws and Equal Opportunity
The City is an Equal Opportunity Employer. As such, the City agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent agrees requirements imposed by Federal laws or regulations, the City 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 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 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, 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 DOTassisted contracts; b. Create a level playing field on which DBE' s can compete fairly for DOTassisted 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 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 DBEs 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, 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 49 CFR.

Proposed Submission
Each information: Contractor, as part of its submission, shall supply the following a. A completed DBE Utilization Form that indicates the percentage and dollar value of the total bid/ contract amount to be supplied by Disadvantaged Business Enterprises under this Contract. 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 parts to be performed by each DBE, a proposed timetable for the performance or delivery of the Contract item, and other information as required by the DBE Participation Schedule. No work shall be 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
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; c. 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
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 subcontractor(s) 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 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.

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
b. 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. Veteran' s Employment
As provided by 49 U. S. C. § 5325( k):
a. To the extent practicable, Contractor agrees that it:

1. Will give a hiring preference to veterans ( as defined in 5 U. S. C. § 2108), who have the skills and abilities required to perform construction work required under a third party contract in connection with a capital project supported with funds made available or appropriated for 49 U. S. C. chapter 53, and

2. Will not require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee, and
b. Contractor also assures that its sub-contractor will:

1. Will give a hiring preference to veterans ( as defined in 5 U. S. C. § 2108), who have the skills and abilities required to perform construction work required under a third party contract in connection with a capital project supported with funds made available or appropriated for 49 U. S. C. chapter 53, to the extent practicable, and

2. Will not require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee.

12. 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 nonDBE) 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 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

13. 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 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 sureties for said breach or default.

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.

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"):

1. 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.

2. 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 subcontractor(s) 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
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:

DBE PARTICIPATION SCHEDULE/GOOD FAITH EFFORT
The Contractor shall complete the following information for all DBE' s participating in the contract that comprises the DBE Utilization percent stated in the DBE Utilization Form. The Contractor shall also furnish the name and telephone number of the appropriate contact person should the Authority have any questions in relation to the information furnished herein.

DBE IDENTIFICATION AND INFORMATION FORM/GOOD FAITH EFFORT Contact Participatio
Name and
n Percent Description Of Race and
Name and
Telephone
Of Total Work To Be Gender of
Address
Number Contract Performed Firm
Value)
36