CITY OF SAN CLEMENTE
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIES AND DATE. This Agreement is made and entered into this 18 day of November, 2025, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio, San Clemente, California, 92673 ("City") and Michael Baker International, Inc., a Pennsylvania corporation doing business in the State of California at 5 Hutton Center Drive, Suite 500, Santa Ana, California 92707 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS. 2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional environmental consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional consulting services for the Hanson Hotel Project ("Project") as set forth in this Agreement.
3. TERMS. 3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall commence upon all parties executing this Agreement and shall remain in effect until all designated funds for this Agreement are expended and the or until the Agreement is terminated as provided herein.
Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any Attachment 2
of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City
compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.
3.2.2 PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, on payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.
3.2.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.4 Force Majeure. Neither party shall be liable for any failure to perform or any impairment to its performance to the extent such failure or impairment is caused by (i) any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, or act of government, and/or (iii) any other event, occurrence or
and such party gives notice of the Force Majeure Event within ten (10) days together with a description of the anticipated impairment or failure and its duration and such party resumes performs immediately upon conclusion of the Force Majeure Event.
3.2.5 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate
3.2.6 Conformance to Applicable Requirements. All work prepared by Consultant shall be in accordance with the Standard of Care as stated in this Agreement, subject to determination of conformance to such applicable requirements.
3.2.7 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Richard Beck, Assistant Secretary. 3.2.8 City's Representative. The City hereby designates Jonathan Lightfoot, City Planner, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.2.9 Consultant's Representative. Consultant hereby designates Richard Beck, Assistant Secretary or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.10 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.11 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.
Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.12 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.14 Insurance. Consultant agrees to pro
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shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed NINETYNINE THOUSAND THREE HUNDRED SEVENTY-FIVE DOLLARS ($99,375.00) without written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing by the City, as described below, and if so authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless previously authorized in writing by City, or included in Exhibit "D" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section
3.3.6 Labor Code Requirements.
3.3.6.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6.2 Registration. If the Services are being performed as part of an ct, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial of the
project and require the same of any subconsultants. This project may also be subject to compliance comply with all
applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. City may not terminate this Agreement for cause without giving the Consultant notice and at least a ten (10) day opportunity to cure. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: Michael Baker International, Inc.
5 Hutton Centre Drive, Suite # 500
Santa Ana CA 92707
ATTN: Richard Beck, Assistant Secretary
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Jonathan Lightfoot, City Planner and Laura Campagnolo, City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.3.3 Confidential Information. The City shall refrain from releasing that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification.
3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with ), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and fees and other related costs and expenses.
to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and represents that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this representation, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party represents that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
3.7 Limitation of Liability; Consequential Damages Waiver.
3.7.1 Limitation of Liability. Each Part total aggregate liability (whether such liability is based in contract, warranty, tort, equity, strict liability, statute, common law and/or any other claim or theory) for any loss, damage, expense or cost of whatsoever kind or nature arising out of or relating in any way to the Services, Agreement, or Project shall not exceed the net sum actually paid to Consultant for the Services performed hereunder or the amount of insurance required under this Agreement, whichever is greater. The foregoing limitation shall not apply or in any way restrict or limit the indemnification obligations under this Agreement.
3.7.2 Waiver of Consequential Damages. To the fullest extent permitted by law, the Parties expressly agree that neither Party shall be liable to the other for any special, incidental, indirect, exemplary or consequential loss, damage, expense or cost (including, without limitation, loss of use, revenue, income, profit, financing, business and/or reputation) arising out of or relating in any way to the Agreement, Services, or Project.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.
CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 2024
_____________________________ CITY CLERK of the City of San Clemente, California
APPROVED AS TO FORM: _____________________________ Elizabeth A. Mitchell, City Attorney
APPROVED AS TO AVAILABILITY
OF FUNDING: _____________________________ Finance Authorization Michael Baker International, Inc.,
a Pennsylvania corporation
(CONSULTANT)
By:_____________________________
Richard Beck, Assistant Secretary
Dated: __________________
By:_____________________________
Trudi Lim, Vice President
Dated: __________________
EXHIBIT "A"
SCOPE OF SERVICES
satisfaction:
scope of work includes project initiation, preparation of technical studies, and preparation of the Section 15183 CEQA Compliance Memorandum. Although an Initial Study/Mitigated Negative Declaration (IS/MND) could also apply to the project, Consultant suggests preparation of a Section 15183 exemption.
Descriptions of each task are provided below. This scope of work assumes that the project is consistent with the Centennial General Plan Program EIR, implementation of the Centennial General Plan Program EIR mitigation measures would reduce impacts to less than significant levels, and new mitigation would not be required. If during the preparation of the technical studies (Task 2) and/or CEQA 15183 Compliance Memorandum (Task 3), it is determined that additional mitigation measures are required, significant impacts cannot be reduced to less than significant with incorporation of the Centennial General Plan Program EIR mitigation measures, the City elects to go forward with alternative environmental documents (i.e., IS/MND or EIR) and/or the project does not adhere to the CEQA Guidelines Section 15183 criteria, then the City will be notified, alternative CEQA documentation will be recommended in coordination with City staff (e.g., preparation of an IS/MND or EIR), and a scope augmentation will be provided. As such, this current scope of work includes the following:
TASK 1.0: PROJECT INITIATION
TASK 1.1 Project Management and Meetings
Serving as the Project Manager, Kristen Bogue will attend one virtual kick-off meeting, up to three virtual check-in meetings with the project team and City staff, and one in-person public hearing (e.g., Planning Commission, City Council). Should additional meetings be necessary, this can be accommodated under a separate scope and fee, as requested by the City.
This scope of work also includes project management tasks including invoicing, client status updates and schedule reviews, and technical staff coordination.
TASK 1.2 Draft Project Description
Consultant will prepare a project description, based on the site plan and key information provided by the City/Applicant, which will be circulated to the project team for review. Consultant will prepare a thorough project description that will describe the anticipated elements to be developed including buildings and uses, amenities, landscaping, hydrologic and water quality features, construction phasing/schedule, and utility and circulation improvements. This project description will also identify the anticipated entitlements and approvals needed to develop the project. Consultant will revise the Project Description based on one round of review by the City and/or Applicant. Consultant assumes one consolidated set of comments from the City, as well as one consolidated set of comments from the Applicant (if applicable).
Deliverables:
One (1) draft Project Description submitted to the City for review electronically in PDF Format.
Assumptions:
One virtual kick-off meeting, up to three virtual project check-in meetings, and one public hearing will be attended by the Project Manager. Should additional meetings/hearings be required, these can be accommodated under a separate scope and fee if requested by the City.
TASK 2.0: TECHNICAL STUDIES
This scope of work includes the biological resources, noise, air quality, greenhouse gas (GHG), energy, cultural and paleontological resources, and transportation technical studies necessary to support the CEQA Compliance Memorandum (Task 3.0).
TASK 2.1 Biological Resources Report
original scope of work for this Project under that certain Professional Consultant Services Agreement dated ___________ between the City and Consultant included preparation of a Biological Resources Report to support a Class 32 Categorical Exemption. Based on site work completed in September 2025, that scope of work is no longer applicable. Consultant has revised the scope of work to now include the following tasks:
Consultant will conduct a comprehensive literature and database review of the California Department of Fish and Wildlife (CDFW) California Natural Diversity Database, the California Native Plant Society (CNPS) online Inventory of Rare and Endangered Plants of California, and the US Fish and Wildlife Service (USFWS) Information for Planning and Consultation Project Planning Tool to determine which special-status biological resources that have been reported historically from the proposed development project vicinity. Consultant will also review on-site and adjoining soils using the US Department of Agriculture Web Soil Survey, US Geological Survey 7.5-minute topographic quadrangle maps, and historic/current aerial photographs to further assess the ecological changes that have occurred within the project site as well as the current land use and land ownership within the proposed development project vicinity.
A general reconnaissance survey was previously conducted on the project site by Consultant biologists on September 25, 2025. An additional field survey will be necessary as part of this scope of work to document biological resources within the proposed development project vicinity, as required by the City of -foot buffer
extending from the project site boundaries will also be included in the biological survey and assessment.
Consultant will then prepare a biological resources letter report that will summarize the information and results obtained during the literature review and the field surveys. The report will include the species (plants and wildlife) detected, an assessment and mapping of vegetation communities and land cover types, a general assessment of potential jurisdictional aquatic resources (including wetlands and riparian areas), and a summary of special-status biological resources that have potential to occur on or in the vicinity of the project site. Site photographs taken during the field surveys and Geographic Information Systems (GIS) figures will be included in the report to further enhance the written text and visually identify specific biological information as it relates to the project site.
Deliverables:
One (1) draft Biological Resources Assessment Letter Report submitted to the City for review electronically in PDF Format.
One (1) final Biological Resources Assessment Letter Report (revised based upon one round of review by the City) submitted to the City for review electronically in PDF format.
Assumptions/Exclusions:
This task assumes one field survey by two biologists will be required and that full access to the project site will be provided, including keys to locked gates and advance notice of right of entry. Should access into the project site vicinity (up to 300 feet) not be possible due to safety or conservation/disturbance concerns, the biologists will use binoculars to identify and map offsite vegetation and wildlife as feasible. This task does not include focused, protocol-level species surveys, which may be required and would require an additional scope of work and fee if needed and requested by the City. This task includes one round of review/revisions to the draft report before accepted as final.
TASK 2.2 Air Quality Analysis
The project is located within the South Coast Air Basin, which is under the jurisdiction of the South Coast Air Quality Management District (SCAQMD). Baseline meteorological and air quality data developed through the California Air Resources Board (CARB) will be utilized for the description of existing ambient air quality. The analysis will describe and address the requirements set forth by the SCAQMD CEQA Air Quality Handbook.
Construction emissions will be presented and compared to the SCAQMD thresholds. Operational (i.e., area, energy, and mobile source) emissions will be presented and compared to the SCAQMD regional thresholds of significance. Primary sources of emissions will be related to area sources and local/regional vehicle miles traveled. Project consistency with the 2022 Air Quality Management Plan will also be evaluated.
Based on localized meteorological data for SRA 17, Consultant will analyze localized impacts based upon Deliverables:
The Air Quality analysis will be included in the CEQA Compliance Memorandum; thus, this scope of work assumes that a separate submittal will not be required.
TASK 2.3 Greenhouse Gas Emissions
Consultant will review the land use data and will prepare an inventory of the greenhouse gas (GHG) emissions (i.e., nitrous oxide, methane, and carbon dioxide) from both direct (i.e., area and mobile sources) and indirect sources (i.e., energy/water consumption and wastewater/solid waste generation).
In addition, total GHG emissions from construction activities will be amortized into the GHG emissions inventory. CalEEMod will be used to quantify GHG emissions. Reductions from recently adopted programs and regulations will be included, such as improvements in fuel efficiency, state building code energy efficiency, and water efficiency. The analysis will also review project consistency with the Southern California Association of Governments 2020 2045 Regional Transportation Plan/Sustainable Communities Strategy (2020 2045 RTP/SCS) and the California Air Resources Board 2022 Climate Change Scoping Plan.
Deliverables:
The Greenhouse Gas Emissions analysis will be included in the CEQA Compliance Memorandum; thus, this scope of work assumes that a separate submittal will not be required.
TASK 2.4 Energy Analysis
Consultant will analyze the energy implications of the project pursuant to Public Resources Code Section 21100(b)(3) and Appendix G and Appendix F of the CEQA Guidelines. These statutes and guidelines require a project to describe, where relevant, the wasteful, inefficient, and unnecessary consumption of energy caused by a project. In addition, Appendix G of the CEQA Guidelines requires a consistency analysis with state or local plans for renewable energy or energy efficiency. The analysis will analyze energy consumption associated with short-term construction activities and long-term operations using CalEEMod based on
standards and requirements. Additionally, the assessment of environmental impacts on energy resources will include mitigation measures to reduce inefficient and unnecessary consumption of energy, if necessary.
Deliverables:
The Energy analysis will be included in the CEQA Compliance Memorandum; thus, this scope of work assumes that a separate submittal will not be required.
TASK 2.5 Noise Analysis
The applicable noise and land use compatibility criteria for the project area will be reviewed and noise standards regulating noise impacts will be discussed for land uses on and adjacent to the project site.
Noise impacts from construction sources will be analyzed based on the anticipated equipment to be used, length of a specific construction task, equipment power type (gasoline or diesel engine), horsepower, load factor, and percentage of time in use. The construction noise impacts will be evaluated in terms of maximum levels (Lmax) and hourly equivalent continuous noise levels (Leq) and the frequency of occurrence at adjacent sensitive locations. An analysis of vibration impacts will be based on the Federal sensitivity of the area, anticipated construction activities, and Noise Ordinance specifications. Operational noise impacts will be based on the findings of the Hanson Hotel Noise Impact Analysis, prepared by Veneklasen Associates, dated August 1, 2025.
Deliverables:
The noise analysis will be included in the CEQA Compliance Memorandum; thus, this scope of work assumes that a separate submittal will not be required.
TASK 2.6 Archaeological and Paleontological Resources Assessment Consultant will complete a cultural resources records search at the South-Central Coastal Information Center (SCCIC) to identify previously recorded sites and cultural resource studies within a half-mile radius of the project site. Consultant will also request a search of the Sacred Lands File from the Native American Heritage Commission (NAHC) to identify any areas of Native American heritage significance.
The NAHC will provide a list of tribal contacts that may have further information regarding the Project area. Consultant will also perform a literature review, a historic map and aerial photo review, and an archaeological sensitivity analysis of the project site. Since the entirety of the project area has not been extensively developed, Consultant assumes that archaeological and paleontological surveys of the property will be required. All work will be conducted by a qualified archaeologist who meets the Secretary paleontologist.
The paleontological resources assessment will comply with Society of Vertebrate Paleontology (SVP) guidelines, and any applicable regulations set forth by the City of San Clemente. The assessment will consist of a records search, which will include a review of existing paleontological and geological literature, geologic maps, and fossil locality databases to determine whether significant fossil discoveries have been recorded in the vicinity of the project area. A paleontological records search will be requested from repositories pertinent to Orange County,
California, such as the Natural History Museum of Los Angeles County (NHMLAC) and the Cooper Center, which houses the Orange County Archaeology and Paleontology collections. Additional sources such as the University of California Museum of Paleontology (UCMP) database, the California Geological Survey (CGS), and the United States Geological Survey (USGS) will be reviewed to assess the fossilbearing potential of geologic formations present within the study area. Following the records search, the leontological sensitivity of the underlying
formations. Based on the findings of the records search, the site will be assigned a paleontological sensitivity ranking following SVP guidelines
Deliverables:
One (1) draft Archaeological and Paleontological Resources Assessment submitted to the City for review electronically in PDF format.
One (1) final Archaeological and Paleontological Resources Assessment (revised based upon one round of review by the City) submitted to the City for review electronically in PDF format.
TASK 2.7 Transportation
Consultant will prepare a VMT Screening Assessment in support of the transportation component of CEQA. In lieu of City specific guidelines, the assessment will be conducted according to the Technical Advisory on Evaluating Transportation Impacts on CEQA, developed by the Governors Office of Planning and Research (OPR). Based on an initial review of the available project information, the project is likely to screen out from a full VMT calculation due to
The VMT screening assessment will be formalized in a technical memorandum which will include brief project description, a step-by- step analysis of the VMT screening criteria, and all relevant tables, figures, and exhibits.
Deliverables:
One (1) draft VMT Screening Assessment submitted to the City for review electronically in PDF format.
One (1) final VMT Screening Assessment (revised based upon one round of review by the City) submitted to the City for review electronically in PDF format.
Assumptions:
This scope of work assumes that the Applicant-provided Level of Study (LOS) report will be incorporated into this analysis.
TASK 3.0 CEQA COMPLIANCE MEMORANDUM
CEQA Guidelines Section 15183 allows for a streamlined environmental review process for projects that are consistent with the densities established by existing zoning, community plan, or general plan policies for which an EIR was certified and does not require additional environmental review, except as might be necessary to examine whether there are project-specific significant effects which are peculiar to the project or its site.
This exemption process may be used when a project meets the following conditions:
a) The project is consistent with the development density established by existing zoning, community plan or general plan policies for which an EIR was certified; b) There are no project specific effects which are peculiar to the project or its site; c) There are no project specific impacts which the prior EIR failed to analyze as significant effects; d) There are no potentially significant off-site and/or cumulative impacts which the prior EIR failed to evaluate; and
e) There is no substantial new information which results in more severe impacts than anticipated by the prior EIR.
The proposed CEQA 15183 Compliance Memorandum will assess the potential for the proposed project to result in environmental effects and provide a consistency review with the Centennial General Plan Program EIR to determine whether the proposed project adheres to the statutory provisions under CEQA Guidelines Section 15183. Should it be determined through the course of the environmental analysis that the project could have a significant effect on the environment, or that the project does not meet the statutory provisions under CEQA Guidelines Section 15183, Consultant will immediately communicate these findings to the City and discuss options for CEQA compliance, which could include an Initial Study/Negative or Mitigated Negative Declaration or Environmental Impact Report.
TASK 3.1 Administrative Draft CEQA Compliance Memorandum Consultant will prepare an
Administrative Draft CEQA Compliance Memorandum for review by City staff. The environmental Section 15183, and written responses to each question on the Environmental Impact Checklist that determined to be potentially significant, less than significant with mitigation incorporated, less than significant, no impact. The analysis conducted to support such conclusions will meet or exceed industry standards and will consider all applicable environmental regulations and policies as well as guidance provided by responsible, trustee, and oversight agencies. Each topical area will include a cumulative impacts assessment and 15183 consistency determination.
The Administrative Draft CEQA 15183 Compliance Checklist will include a detailed review of the following issues:
Aesthetics
Land Use/Planning
Agriculture and Forestry Resources
Mineral Resources
Air Quality
Noise
Biological Resources
Population/Housing
Cultural Resources
Public Services
Energy
Recreation
Geology/Soils
Transportation
Greenhouse Gas Emissions
Tribal Cultural Resources
Hazards and Hazardous Materials
Utilities/Service Systems
Hydrology/Water Quality
Wildfire
Deliverables:
Electronic copy of the Administrative Draft CEQA Compliance Memorandum prepared in Microsoft Word and PDF formats.
TASK 3.2 Screencheck Draft CEQA Compliance Memorandum
Consultant will respond to one consolidated set of comments on the Administrative Draft CEQA Compliance Memorandum. Consultant will submit one (1) electronic copy of the Screencheck Draft document, which will incorporate one complete set of comments received from the City. Changes to the draft document will be made in track changes to assist in City review. It is assumed that substantive comments will be received as part of the Administrative Draft review and any additional comments to the Screencheck Draft document will be minimal. Upon receiving comments on the Screencheck Draft CEQA Compliance Memorandum, Consultant will prepare the Final CEQA Compliance Memorandum.
Deliverables:
Electronic copy of the Screencheck Draft CEQA Compliance Memorandum prepared in Microsoft Word and PDF formats.
TASK 3.3 Final CEQA Compliance Memorandum
Consultant will prepare the Final CEQA Compliance Memorandum.
Deliverables:
Electronic copy of the Final CEQA Compliance Memorandum prepared in Microsoft Word and PDF formats.
TASK 4.0: NOTICE OF EXEMPTION
Consultant will prepare the draft NOE for City review and Consultant will be responsible for submitting a copy of the NOE with the State Clearinghouse and filing the NOE with the County Clerk. This scope specifically excludes payment of any California Department of Fish and Wildlife (CDFW) filing fees.
Deliverables:
Electronic copy of the Administrative Draft NOE prepared in Microsoft Word and PDF formats.
Electronic copy of the Screencheck Draft CEQA NOE prepared in Microsoft Word and PDF formats.
Filing of the CEQA NOE at the County Clerk Recorder and assistance uploading the final NOE to State Clearinghouse CEQAnet website.
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EXHIBIT "B"
SCHEDULE OF SERVICES
Consultant shall perform the Services in a timely and diligent manner, ensuring that the CEQA 15183 Compliance Memorandum is thoroughly completed within the time frame requested by the City. While specific completion dates are not set, Consultant agrees to diligently work toward the successful completion of the Services, regardless of time frame, and to adhere to all compliance requirements. Consultant shall regularly update the Client, as well as City Staff, on progress and promptly notify them of any significant developments or issues that may affect the successful completion of the Project or the Services.
The following preliminary schedule assumes authorization to proceed with the work program in November 2025. A date-specific schedule will be provided following receipt of notice to proceed and all data needs at kickoff. It is noted that this schedule is based on previous experience preparing CEQA 15183 Compliance Memorandums in the City; however, this schedule is preliminary and subject to revision, based on City requirements and project needs.
Project Kick-Off and Gather Data Needs Month 1
Michael Baker Prepares Draft Project Description Month 1 City Reviews Draft Project Description Month 1
Michael Baker Prepares Final Project Description Month 1 Michael Baker Prepares Draft Technical Analyses Months 1-2 Michael Baker Prepares Administrative Draft CEQA Compliance Memorandum
Months 1-2
City Reviews Draft Administrative CEQA Compliance Memorandum and Technical Appendices
Month 3
Michael Baker Prepares Screencheck Draft CEQA 15183 Compliance Checklist
Months 3-4
City Reviews Screencheck Draft CEQA 15183 Compliance Checklist Month 4 Michael Baker Prepares Final CEQA 15183 Compliance Checklist Month 4 55452.01100\31193624.5 4903-1446-7704 v1
C
INSURANCE REQUIREMENTS
3.2.12 Insurance.
3.2.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultan limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, 55452.01100\31193624.5 4903-1446-7704 v1
business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Contractual Liability Exclusion Deleted: This insurance defend.
3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, 55452.01100\31193624.5 4903-1446-7704 v1
agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.2.12.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
3.2.12.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.12.12 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.2.12.13 Requirements Not Limiting. If the Consultant carries insurance with coverages or limits beyond the minimum requirements set forth herein, those coverages and limits shall be available.
55452.01100\31193624.5 4903-1446-7704 v1
3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subc compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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COMPENSATION
In full and total compensation for the Services provided under the Agreement, the City shall pay the Consultant for actual work performed at the rates below:
ET = Eddie Torres WW = Winnie Woo JG = Jordan Gray
KB = Kristen Bogue DS = Darshan Shivaiah ODC = Other Direct Costs RW = Ryan Winkleman PK = Paig Kohler
Billing City shall be billed on a monthly basis.
The total compensation under the Agreement shall not exceed $99,375. There are no reimbursable expenses under this Agreement except as expressly listed above. Extra work may be authorized by the City in writing in advance and in compliance with City policies in the event additional work is required for project completion. Compensation will occur at the hourly rates included in the table above if previously approved by the City.
HANSON HOTEL PROJECT REVISED FEE PROPOSAL
CATEGORICAL EXEMPTION ANALYSIS 10-Oct-25 TASK ET KB RW WW DS PK JG Total ODC Total $330 $270 $205 $140 $170 $145 $190 Hours Fees
1.0 PROJECT INITIATION 0 1.1 Project Management/Meetings 32 16 48 $10,880
1.2 Draft Project Description 6 12 18 $3,300 Subtotal Task 1.0 0 38 0 28 0 0 0 66 $14,180
2.0 TECHNICAL STUDIES
2.1 Biological Resources Report 2 32 45 79 $150 $13,550
2.2 Air Quality Analysis 4 28 32 $6,080
2.3 Greenhouse Gas Emissions 4 24 28 $5,400
2.4 Energy Analysis 4 17 21 $4,210
2.5 Noise Analysis 4 28 32 $75 $6,155
2.6 Archaeo/Paleo Resources Assessment 48 37 85 $1,580 $13,665
2.7 Transportation Assessment 4 32 36 $7,160 Subtotal Task 2.0 16 6 32 93 97 37 32 313 $56,220
3.0 CEQA COMPLIANCE MEMO 3.1 Administrative Draft 4 24 8 60 96 $17,840
3.2 Screencheck Draft 4 12 12 28 $6,240
3.3 Final CEQA Complaince Memo 2 8 8 18 $3,940 Subtotal Task 3.0 10 44 8 80 0 0 0 142 $28,020
4.0 NOTICE OF EXEMPTION 1 4 5 $125 $955 Subtotal Task 4.0 0 1 0 4 0 0 5 $955 Total Hours 26 89 40 205 97 37 32 526 Percent Total Hours 5% 17% 8% 39% 18% 7% 6% 100% Total Labor Fees $8,580 $24,030 $8,200 $28,700 $16,490 $5,365 $6,080 $97,445
5.0 DELIVERABLES & OTHER DIRECT COSTS $1,930
TOTAL FEE $99,375
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WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier____________________________________________________ Policy Number______________________________________________
I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, ation
insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO
CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, 55452.01100\31193624.5
4903-1446-7704 v1
Dated: ________________________
Michael Baker International, Inc., a California corporation (CONSULTANT) By: ________________________________
Richard Beck ________________________________ Assistant Secretary ________________________________ 5 Hutton Centre Drive, Suite #500
Santa Ana, CA 92707