1 AGREEMENT FOR CONSULTING SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND PLACEWORKS, INC.
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Placeworks, Inc., a California 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. 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 2 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 3 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.
9. 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.
10. 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.
11. 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, 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 negligent act, failure to act, error or omission of Consultant’s performance or work 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. 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 4 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant 5 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.
17. 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.
18. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
19. 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.
20. 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.
21. 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.
22. Time of Essence. Time is of the essence of this Agreement.
23. 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.
24. 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."
25. 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.
6 26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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
7 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 15th day of November, 2022.
CITY OF REDONDO BEACH PLACEWORKS INC.
__________________________ By: _______________________
William C. Brand, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ _____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
___________________________
Michael W. Webb, City Attorney
8 EXHIBIT "A"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
Consultant has been retained to perform a comprehensive review of the Beach Cities Health District Health Living Campus Phase 1 project application which seeks to transform the Beach Cities Health District’s 11-acre campus to include Residential Care for the Elderly (RCFE), Program for All-Inclusive Care for the Elderly (PACE), community services (social workers, assistance, information and referral, youth wellness center), active open green space, and parking.
I. PROJECT STAFF
Consultant shall ensure that the organization of the Project will be in accordance with the following table. In the event the organization of Project needs to be modified, Consultant shall obtain written approval from the City.
Table 3. Proposed Staff
NAME | TITLE
YEARS’ EXPERIENCE EDUCATION | CERTIFICATION RELATED EXPERIENCE Wendy Nowak AICP, Principal
25 Years
Master of Planning,
University of Southern
California
BS, Urban Planning &
Development, University of
Southern California
Master Plan and Tentative Tract Map, Century
Villages at Cabrillo, Long Beach
Multicultural Learning Center, Los Angeles
Zone Change General Plan Amendment, PlacentiaYorba Linda USD Over 75 entitlement applications for wireless
facilities in jurisdictions throughout California
Suzanne Schwab AICP, Senior
Associate
12 Years
Master of Urban and
Regional Planning,
University of California,
Irvine
American Institute of
Certified Planners #028555
BS, Kelley School of
Business, Marketing
Indiana University,
Bloomington
National Charrette
Institute, Certified
Facilitator
Providence Health System various entitlements
including Conditional Use Permits, Master Plans/
Specific Plans, General Plan Amendments and
Development Agreements pursuant to CEQA with
the cities of Santa Monica, Orange, Mission Hills
(Los Angeles), Burbank, Victorville, Apple Valley,
Mission Viejo, and Laguna Beach.
Ellison Institute for Transformative Medicine,
confidential project location.
Midtown Specific Plan, Long Beach and Beach
Boulevard Specific Plan, Anaheim; coordination
with hospitals/ healthcare facilities within the
boundaries of each city led planning process for
future growth.
Work related to the discretionary planning review of this project will not be subcontracted. 9 II. CONSULTANT'S DUTIES
Consultant's duties shall be as follows:
Project Kick-off
Task 1.1 Review Discretionary Approval Procedures and Presubmittal Application.
The Placeworks team shall study the municipal code and learn the City’s processes for discretionary approvals, design review as well as other code sections required for understanding the review and entitlement processes applicable to the BCHD’s Healthy Living Campus. To accompany the code review and to prep for the kick-off meetings, time in this task has been allocated to review the BCHD’s Healthy Living presubmittal application.
Task 1.2 Kick-off Meeting with City Staff. Placeworks shall conduct a meeting with City staff to formally kick off the project with the objective of getting a better understanding of the project and to establish workflow protocols. If Placeworks receives preapplication materials prior to the meeting, Placeworks shall come prepared to discuss it’s understanding of the details for the proposed BCHD project. Placeworks suggests including the Peer Review EIR consultant in this meeting. Placeworks shall also determine the anticipated project approvals to develop the scheduled work plan and shall revise the work plan as needed based upon input from City Staff . Depending on City staff availability, this meeting can be virtual or in person.
Task 1.3 Kick-off Meeting with the Applicant and Site Visit. Placeworks shall conduct an initial kick-off meeting with the applicant to discuss project details, schedule, and anticipated entitlements, studies, etc. This meeting could be hosted on the BCHD site and coupled with a site tour. If the meeting is held virtually or at City Hall, this task includes time for a separate site visit to document existing conditions and gain an understanding of the proposed development project.
Deliverable(s):
Up to 2 kick-off meetings, prep, agendas, and notes (1 City, 1 applicant) Project Work Plan – schedule and protocols for City and applicant communication Project site visit and existing conditions photos
Task 2. Application and Design Review
Task 2.1 Application Review:
Upon receipt of the project application (e.g., application, set of plans, studies, EIR and other forms) and notice to proceed from the City, Placeworks shall review the submittal package and accompanying project materials for completeness. Placeworks team shall compare the package to the presubmittal review, noting any changes to the project. 10 Placeworks shall prepare a list of questions or points of clarification as well as preliminary review comments, which shall be provided to City staff for review and eventual inclusion in a draft letter of completion to be sent to the applicant. Placeworks shall revise the draft letter of completion in response to City staff review comments and prepare a final draft on City letterhead for final review and buy-off by City staff.
Placeworks has included up to two rounds of review by City staff.
Deliverable(s):
Draft and Final Letter of Completion
Task 2.2 General Plan and Zoning Consistency Analysis.
A general plan and zoning consistency analysis shall be prepared for the proposed project to determine consistency with the City’s goals and policies and to inform several of the tasks throughout this scope. PlaceWorks shall prepare a detailed analysis in a matrix format that clearly identifies the goals, policies, and plan provisions that are related to the proposed project and describes how the project is consistent with or implements each one. The administrative draft consistency analysis shall be sent to the City for review and comment. Following receipt of City comments, PlaceWorks shall make the necessary revisions and prepare the revised draft analysis for City review. A third and final round of editing may be necessary if there are changes to the development application. Placeworks has included up to two rounds of review by City staff.
Deliverable(s):
General Plan and Zoning Consistency Analysis Memo
Task 2.3 Design Review.
Pursuant to the City’s Planning Commission Design Review requirements (Section 10-5.2502), PlaceWorks shall provide in-depth design review for the proposed project.
This review shall consider the consistency of the project with the design guidelines, standards, and conditions of approval in the municipal code, such as those for senior housing. Written comments and graphics shall be prepared where needed. Placeworks has included up to two rounds or review by City staff and attendance at one Planning Commission hearing.
Deliverable(s):
Draft and Final Design Review Memo
Preparation for and participation in 1 Planning Commission Design Review Hearing Task 2.4 Project Routing, Public Comments, Technical Studies, and Other Entitlement Review.
These subtasks have been grouped together to provide flexibility in reviewing and managing the project. PlaceWorks has allocated time to manage routing the project plans and accompanying materials to the various City departments for internal review.
Public comments are expected throughout this project, Placeworks shall collect comments, provide responses, and coordinate feedback with the applicant. This task 11 includes additional time for review of technical studies and other entitlements depending on the final project submitted by the applicant (these could include a variance, modification, etc.). This task assumes one round of review/routing of the applicant’s project. Should there be significant changes to the project throughout the process that require an additional re-route and redrafting of the conditions of approval (as gathered from the other departments) an augment to this budget (or use of contingency funds) will be needed.
Deliverable(s):
Project Routing, 1 round among City departments to obtain conditions for Task 2.5 Review and response to public comment, budget estimates approximately 8 hours for correspondence between the community and applicant as needed Review of Technical Studies and other entitlement documents as needed, budget estimates approximately 10.
Task 2.5 Staff Report, Findings, Resolutions, and Conditions of Approval.
The staff report shall include written analysis, graphics, and photographs to describe the proposed project, recommended discretionary action, and accompanying environmental review. Placework shall also prepare resolutions, conditions of approval, and written findings for inclusion in all meeting agenda packets. PlaceWorks shall use the City’s format for all documents. All attachments shall be available and provided at a suitable size for posting on the internet. Placeworks has included up to two rounds of review for each document by City staff, including the City Attorney.
Deliverable(s):
Draft and Final Staff Report, Conditions of Approval, Resolutions, and Findings Task 3. Public Hearings
Task 3.1 City Council and Planning Commission Briefings.
To keep City decision makers informed about the BCHD project Placeworks has scheduled up to two briefings. These could be held as joint study sessions or could be focused efforts with one for Planning Commission and another with City Council. These briefings shall give the applicant a chance to present their project, City officials an opportunity to provide feedback, and grant the public transparency into the project and process.
Deliverable(s):
Preparation for and participation in up to 2 study sessions for City Council or Planning Commission briefings
Task 3.3 City Council and Planning Commission Hearings.
PlaceWorks’ project manager shall prepare a project presentation package for use at the public hearings. The presentation package shall include PowerPoint slides and/or other presentations to assist the commission and council with their review of the project.
Placeworks has included up to three public hearings for the project—one Planning 12 Commission hearing (in addition to the Design Review Hearing in Task 2.3) and up to two City Council Hearings.
Deliverable(s):
Presentation Package and Hearing Attendance and Participation Task 4. Project Management
Task 4.1 Coordination with Peer Review EIR Consultant.
PlaceWorks’ project manager shall coordinate with the City’s selected environmental peer review consultant to ensure comprehensive review of the project. Activities may include review of the project description, technical studies, proposed uses, and consistency with other City planning documents. Placeworks estimated an hour a week allocated towards this task, with the knowledge that some weeks shall require more coordination than others depending on in the project schedule.
Deliverable(s):
Participation in meetings and as-needed coordination with the EIR consultant Task 4.2 General Project Management.
Placeworks shall conduct internal project administration, including updates to the schedule and monthly invoice review.
Task 5. Meetings
Task 5.1 City Meetings. To ensure that City staff are updated on project status, Placeworks will coordinate an ongoing dialogue keeping everyone informed with weekly meetings over a six-month timeline. These meetings are proposed in addition to the kick-off meetings in Task 1.
Task 5.2 Applicant Meetings. With a large project such as the BCHD campus, Placeworks has scheduled in applicant meetings. Similar to the City meetings in Task
5.1, these regular check-ins are designed to keep open lines of communication between the applicant and this project team. For purposes of the budget, bi-weekly meetings with the project manager have been estimated for this task.
Deliverable(s):
Participation in weekly City meetings and bi-weekly applicant meetings 13 EXHIBIT "B"
SCHEDULE FOR COMPLETION
Term. The term of this Agreement shall commence on November 15, 2022 and expire November 14, 2023 (“Term ") unless otherwise terminated as herein provided.
Upon City Manager's notice of at least 30 days prior to the expiration of the Term, this Agreement shall automatically renew for a subsequent annual term. In no event shall this Agreement continue two years beyond November 14, 2024.
The “Project Schedule” which is attached hereto as Attachment 1 to this Exhibit and incorporated herein, assigns a flexible six-month schedule to the phases and tasks outlined within the “Scope of Services” set forth in Exhibit “A”. The Community Development Director shall have the authority to make as needed adjustments in the “Project Schedule” as required.
14 ATTACHMENT 1 TO EXHIBIT “B”
PROJECT SCHEDULE
Table 1. Proposed Schedule
TASK/ KEY DELIVERABLES PROPOSED TIME FRAME
Kick-off Meeting with Staff (Task 1.2) Within two weeks of contract execution Kick-off Meeting with Applicant/ Site Visit (Task 1.3) Approximately one week after Task 1.2, pending BCHD availability
Letter of Completion (Task 2.1) Within 30 days of application General Plan and Zoning Consistency (Task 2.2) Within 45 days of application Planning Commission Design Review (Task 2.3) TBD – Shall refine timing after Kick-off Meeting Project Routing, Public Comment, and Other Review
(Task 2.4) Ongoing
Staff Report, Findings, Resolutions, and COA, (Task 2.5) TBD – Shall refine timing after Kick-off Meeting Public Hearings (Task 3) TBD – Shall refine timing after Kick-off Meeting Meetings (Task 5) Weekly/Ongoing
Project Management (Task 6) Ongoing
Overall estimated project time Six months
*Assumes the project contract will be set up as Time and Materials, the proposed budget also includes a line item for contingency. 15 EXHIBIT "C"
COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
AMOUNT. COST ESTIMATE AND STANDARD FEE SCHEDULE.
Consultant shall be paid a total of $119,647 in accordance with the standard fee schedule (Table 2) and cost estimate (Table 1) both attached hereto as Attachment 1 to this Exhibit and incorporated herein. Table 1 provides the breakdown of cost per task.
Costs are billed based on PlaceWorks’ standard fee schedule provided in Table 2.
In the event Consultant’s costs, including direct costs and costs of Sub-Consultants are less than the projected estimates described above Consultant’s compensation shall be adjusted accordingly.
CONTINGENCY
To build in flexibility and address unknowns for the proposed project and approvals, Placeworks has included a continency budget for unforeseen tasks and/or review time that may arise. PlaceWorks shall not conduct work under the Contingency Budget without written authorization of the Planning Director. An appropriate protocol for identifying, reporting, and addressing unforeseen issues shall be identified during the project kick-off meeting, described in Task 1 of Exhibit A, Scope of Services.
REIMBURSABLE EXPENSES
Reimbursable expenses, including the costs for printing, photography, copies, scanning, mileage, traveling, and deliveries, are included in the enclosed cost estimates for professional fees. PlaceWorks estimates reimbursable expenses at approximately 7 percent of the overall project’s labor budget. If reimbursable expenses end up being more than estimated, a budget augment will be required. A 10 percent markup is applied to all subconsultant fees and reimbursable expenses.
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.
SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty (30) days of receipt of the monthly invoice, provided, services are completed to City's reasonable satisfaction.
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.
16 Consultant Wendy Nowak
Placeworks, Inc.
3 MacArthur Place, Suite 1100
Santa Ana, California 92707
City Brandy Forbes, Community Development Director
415 Diamond Street
Redondo Beach, CA 90277
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. 17 18
Table 2. PlaceWorks 2022 Standard Fee Schedule
19 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.
20 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.
21 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.