PROFESSIONAL SERVICES AGREEMENT
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
&
JOHN L HUNTER AND ASSOCIATES
6131 ORANGETHORPE AVE #300
BUENA PARK, CA 90620
This Professional Service Agreement (“the Agreement”) is made as of November 13, 2024 (the “Effective Date”), by and between John L Hunter and Associates (“Consultant”), and the City of San Marino (“City”), a California municipal corporation, (collectively, “the Parties”).
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RECITALS
A. City desires certain professional services as specified in this Agreement.
B. Consultant represents that it is qualified and able to provide City with such services.
NOW THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows:
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services (“Services”) set forth in the attached Exhibit A.
1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local laws, ordinances, codes, and regulations.
1.4. Consultant shall not be compensated for any work performed unless it is specified in Exhibit A or City authorizes such work in advance and in writing. Any work so authorized by City shall become part of the Services for purposes of this Agreement.
2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall continue through June 30, 2027 unless sooner terminated as provided in Section 5.0 of this Agreement. City may exercise up to two (2) 1-year extensions contingent on an annual appropriation of budget by the City Council and Consultant’s satisfactory performance.
3.0 Consultant’s Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit B but in no event will the City pay more than $150,000 over the total duration of the contract or more than $50,000 per fiscal year (period between July 1 and June 30). Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B, unless otherwise approved by City in writing. Pursuant to Section 02.06.05 of the San Marino City Code, this Agreement shall not be effective unless previously approved by the City Council if it is for professional services of greater than $30,000. 2 of 16
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4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed charges within 30 days of receiving Consultant’s invoice.
City will not withhold any applicable federal or state payroll and other required taxes, or other required or authorized deductions from payments made to Consultant.
4.2. Upon 24-hour notice from City, Consultant shall allow City or City’s agents or representatives to inspect at Consultant’s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City’s rights under this Section 4.2 shall survive for two years following the expiration or earlier termination of this Agreement.
5.0 Termination
5.1. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least thirty (30) calendar days before the termination is to be effective.
5.2. Consultant may terminate this Agreement for cause in the event City fails to cure a default under this Agreement within thirty (30) days after Consultant has given City notice of such default.
5.3. Upon termination of this Agreement, Consultant shall cease all work under this Agreement and deliver to City all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. City shall pay Consultant for all services satisfactorily rendered through the last working day this Agreement is in effect; provided that in no event, including but not limited to termination, shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3. Neither party shall have any other claim against the other party by reason of termination pursuant to this Section 5.0.
6.0 Reports, Information, and Work Product
6.1. Consultant shall deliver to City: (1) any reports on the status of the Services upon City’s request and in such time and in such form as City may require; and (2) all material furnished to Consultant by City upon City’s request and/or upon the expiration or termination of this Agreement.
6.2. Unless the Parties agree in writing, all draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including without limitation any website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, “Work Product”) shall be considered to be 4 of 16
“works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Consultant hereby assigns to City all rights of ownership to the Work Product, including but not limited to any and all related intellectual property and proprietary rights that are not otherwise vested in the City pursuant to this paragraph.
6.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose.
Consultant shall defend, indemnify, and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim, or liability in any way related to a claim that any use by the City of any of the Work Product violates federal, state, or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents, or other means of protecting intellectual property rights, and/or interests in products, ideas, or inventions.
Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret, or trademarked documents, materials, equipment, devices, or processes in connection with its provision of the Work Product produced under this Agreement. If any use by city of any of the Work Product or other deliverables is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using such Work Product and/or other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become noninfringing while remaining in compliance with the requirements of this Agreement.
6.4. Consultant’s obligations under this Section 6.0 shall survive the expiration or termination of this Agreement.
7.0 Party Representatives
7.1. City’s representative for purposes of this Agreement is the City Manager or the person designated in writing by the City Manager. The City Manager’s designee may exercise the authority of the City Manager provided in this Agreement excepting approval of any expenditure that would exceed a total compensation allowed under the Agreement.
7.2. CONSULTANT REPRESENTATIVE NAME is Consultant’s representative for purposes of this Agreement.
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8.0 Notices
8.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:
To City:
To Consultant:
City of San Marino
2200 Huntington Drive
San Marino, California 91108
Attn: City Manager
JOHN L HUNTER AND ASSOCIATES
6131 ORANGETHORPE AVE. #300
BUENA PARK, CA 90620
Attn: Cameron McCullough
8.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
9.0 Independent Consultant
9.1. Consultant is an independent contractor and not an employee of City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing 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. 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 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.
9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant’s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section
9.2 shall survive termination of this Agreement.
9.3. In the event that Consultant provides any of the Services by or through any employee or any person whose work under this Agreement becomes cause for any payment or contribution required by law, including but not limited to the California Public Employees' Pension Reform Act (PEPRA), to the Public Employee Retirement System, 6 of 16
Consultant shall be solely responsible for all such payments or contributions.
Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant’s failure to make any such payment or contribution. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section
9.3 shall survive termination of this Agreement.
10.0 Subcontractors
Unless otherwise specified in Exhibit A, no portion of this Agreement shall be subcontracted without the prior written approval of the City Manager. Consultant is fully responsible to City for the performance of any and all subcontractors, if any.
11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City Manager. Any purported assignment without such consent shall be void and without effect.
12.0 Insurance
Without limiting Consultant’s indemnification of Agency, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to Agency.
12.1. General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
12.3 Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
12. 4 Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in 7 of 16
the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
12.5 Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.
Other provisions or requirements
12.6. Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.
12.7 Duration of coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or sub-consultants.
12.8 Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency’s own insurance or self- insurance shall be called upon to protect it as a named insured.
12.9 Agency’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Consultant or Agency will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Agency may cancel this Agreement.
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12.10 Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the Agency’s Risk Manager.
12.11 Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or 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 Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants.
12.12 Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder.
12.13 Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.
12.14 Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the Agency immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.
12.15 Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
12.16 Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include 9 of 16
any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing.
12.17 Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any crossliability exclusions.
12.18 Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor.
Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to Agency for review.
12.19 Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may renegotiate Consultant’s compensation.
12.20 Self-insured retentions. Any self-insured retentions must be declared to and approved by Agency. Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
12.21 Timely notice of claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from 10 of 16
Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
12.22 Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
Indemnification, Hold Harmless, and Duty to Defend
12.23 To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless Agency and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by Agency in direct proportion to the Consultant’s proportionate percentage of fault. Consultant’s percentage of fault shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, the parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the Agency.
12.24 Notwithstanding the foregoing and without diminishing any rights of Agency under Indemnification and Defense for Professional Services, for any liability, claim, demand, allegation against Agency arising out of, related to, or pertaining to any act or omission of Consultant, but which is not a design professional service, Consultant shall defend, indemnify, and hold harmless Agency, its officials, employees, and agents (“Indemnified Parties”) from and against any and all damages, costs, expenses (including reasonable attorney’s fees and expert witness fees), judgments, settlements, and/or arbitration awards, whether for personal or bodily injury, property damage, or economic injury, and arising out of, related to, any concurrent or contributory negligence on the part of the Agency, except for the sole or active negligence of, or willful misconduct of the Agency
13.0 Equal Opportunity
Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 11 of 16
14.0 Labor Certification
14.1. By its signature hereunder, Consultant certifies it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code. Consultant shall provide evidence of such coverage before commencing the performance of the Services.
14.2. Consultant certifies that in the performance of the Services, Consultant shall not, in any manner, employ any person or contract with any person so that any Services so performed by such person would be subject to the workers’ compensation laws of the State of California unless and until Consultant gives City a certificate of consent to self-insure or a certificate of Workers' Compensation Insurance Coverage.
14.3. In the event Consultant hires a subcontractor who has employees to perform the Services or any part thereof, then Consultant shall either require the subcontractor to obtain Workers’ Compensation Insurance Coverage, or must obtain Workers’ Compensation Insurance Coverage for the subcontractor’s employees.
14.4. Any Workers’ Compensation Insurance Coverage required by or for this Agreement shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, its agents, and its subcontractors.
15.0 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.
16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.
19.0 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 12 of 16
service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
20.0 Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
21.0 Force Majeure
Consultant shall not be liable for any failure to perform any obligation under this Agreement if Consultant presents that City in its sole judgment deems acceptable that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.
22.0 Final Payment Acceptance Constitutes Release
Consultant’s acceptance of City’s final payment under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for the Services or anything done or furnished relating thereto. Neither City’s payment to Consultant nor approval of payment constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such or payment or approval be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
23.0 Prohibited Interests; Conflict of Interest
23.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services.
Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.
23.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent 13 of 16
upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.
23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in this subsection.
24.0 Attorneys’ Fees
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.
25.0 Exhibits
Each exhibit referenced in this Agreement is hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.
26.0 Corporate Authority
26.1. Each person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of Consultant and that by his or her execution, Consultant is formally bound to the provisions of this Agreement.
26.2. Consultant certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Consultant is a corporate entity, it shall either:
(a) provide City written proof that each person executing this Agreement on Consultant’s behalf is duly authorized to bind Consultant; or (b) provide two signatories to this Agreement, of whom the first must be Consultant’s chairman of the board, president, or a vice president and the second must be Consultant’s secretary, an assistant secretary, its chief financial officer, or an assistant treasurer.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the Effective Date. 14 of 16
CITY OF SAN MARINO
By:_________________________
Philippe Eskandar
City Manager
Attest:
By:_________________________
City Clerk
Approved as to Form:
By:_________________________
Joseph Montes
City Attorney
CONSULTANT
By:_____________________________ (Sign)
Name: __________________________ (Print)
Title: __________________________ (Print)
By:_____________________________ (Sign)
Name: __________________________ (Print)
Title: __________________________ (Print)
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Exhibit A
Scope of Services
See next page
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1.7. Proposed Approach
Tables 4 list the services listed on the Scope of Services section of the RFQ, and include information that describes the scope of work and approach for completing the scope.
Table 4. Approach to Services
RFQ Task Description
1 Assist with the preparation, review, and submission of Safe, Clean Water (SCW) Municipal Program Annual Plans and Annual Reports. Work with City staff to identify potential projects/programs that can utilize SCW funds.
We provide this service to over 30 clients in LA County. Our approach is to request Annual Plan and Annual Expenditure Report information from City staff. We will review the responses with City staff and incorporate comments into a Draft Annual Plan and Draft Annual Expenditure Report. Our comments will include identifying and providing solutions to any issues that could result in noncompliance with the District's Fund Transfer Agreement.
We will update the SCWP Reporting Module database and based on available data we will prepare responses to program status and assessment elements of the Draft Annual Plan and Annual Expenditure Report. We will submit the Annual Plan and Annual Expenditure Report prior to the final deadline due April 1st and December 31st, respectively.
We will also assist in identifying potential projects and programs that can utilize SCW funds.
Our experience providing this service to so many cities has given us insight into the diverse range of projects and programs eligible for SCW funding. Should the City decide to apply for a SCW Regional Program application, we are available to prepare draft documents with sufficient time for city review and comment prior to final submittal. We are also available to assist in administering SCW Program agreements, including compliance with SCWP Program requirements, preparation, and submission of supporting documents and coordination. 2 Assist with the preparation, review, and submission of annual reports to regulatory agencies as required by the MS4 permit. This may include, but is not limited to, the NPDES Annual Report and Upper Los Angeles River (ULAR) WMP/CIMP Progress and Monitoring Reports, or other reports identified by the City.
We provide this service to over 30 clients in LA County. Our approach is to first complete as much of the Reports as possible with the City’s available data. For the remaining data we will develop information request forms and provide them to applicable City staff. We will then review the completed forms with City staff and incorporate comments into the Draft Annual and Bi-Annual Progress Reports. We will update the County’s WRAMPS2.ORG database and incorporate volumetric managements results into the Draft Annual and BiAnnual Progress Reports. Based on available data we will prepare responses to program status and assessment elements of the Draft Annual Report. We are available to submit the Individual Annual and Bi-Annual Progress Reports prior to the final deadlines, June 15th and December 15th. Meeting the deadline is dependent upon receiving timely responses from the City. Although we will endeavor to prepare Reports that comply with the requirements of the LA Water Board, their assessment of the Reports in terms of MS4 NPDES Permit compliance depends on the information provided by the City.
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3 Represent City at stakeholder meetings relevant to the NPDES/stormwater programs, including the Upper Los Angeles River (ULAR) Enhanced Watershed Management Program meetings. Provide written updates of relevant information discussed at the meetings.
Our approach is to represent the City: 1) at relevant area-wide NPDES meetings, 2) in interactions and negotiations with regulating agencies, non-governmental agencies, and the public, 3) in compliance audits, and 4) in responding to enforcement actions. Meeting summaries will be prepared for City review. Any action items required by the City as a result of the meetings will be conveyed via email or phone call. Note that we work for cities in the same WMG, Watershed Management Areas, and Watershed Area Steering Committee (Burbank, Glendale, Monterey Park, Pasadena, San Gabriel, South El Monte, South Pasadena, and Temple City), which will allow for sharing costs for applicable meetings. 4 Develop and provide NPDES training for applicable City staff. Topics may include Land Development and Construction, Public Works O&M, Illicit Discharge/Spill Response, and other appropriate or required trainings related to stormwater/NPDES.
We will work with the City to provide training to new and current staff. This may include Code Enforcement staff; Public Works O&M staff; plan reviewers, planners, building officials, inspectors, permit techs, and engineers. Note that we have already prepared generalized training materials, so preparation expenses for training are minimized.
Our approach to staff training is to provide key personnel with the essential elements of the MS4 Permit relevant to their job. We emphasize the internal staff process and specific job responsibilities. Although we have excellent training materials, including a dedicated training portal, we emphasize Q&A with City staff. We also provide slide presentations, key program forms, templates, and documentation.
5 Complete inspections of commercial facilities (approximately 25) to ensure compliance with MS4 Industrial/Commercial Facility Program. Tasks will include inspections, tracking, education of business owners, preparation of necessary reports, and follow-up activities.
We will conduct MS4 NPDES compliance inspections at industrial and commercial facilities.
Our approach is to first identify and track facilities using existing resources such as business license lists. We then inspect facilities for proper BMP implementation. Inspections standard operating procedures includes 1) inspecting facility layout to locate the stormwater drainage path, storage areas, process areas, and heavy equipment wash and maintenance areas, as applicable, 2) determining the facility’s impact on stormwater quality through proper BMP implementation and illicit discharge elimination, 3) verifying industrial classification, 4) and completing an inspection report. Over the years we have modified many of our template NPDES program documents in order to make them more efficient and useful. We can modify our existing NPDES inspection report for City use, or we can develop a new NPDES inspection report at the request of the City. During routine inspections we will determine the need for corrective actions and set up follow-up dates. Follow-up activities will follow the MS4 Permit progressive enforcement procedures. For egregious or repeated cases of noncompliance, we will assist in preparing enforcement notices. If noncompliance persists, we can work with City enforcement staff to resolve the issue.
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6 Conduct the 5-year Daily Generation Rate (DGR) compliance field study, as specified in the Los Angeles Trash TMDL. Work will include;
a. Litter Collection/Analysis
b. Preparation of report in format specified by the Regional Board c. Project Administration
We provide this service to over 20 clients in LA County. Our approach is to:
Conduct Street Litter Collection and Analysis
Collect anthropogenic litter greater than 1/4 inch along representative streets within the City. Note:
o The study routes will be based on the City’s last DGR Study. o The field study will cover a period of 30+ days of street sweeping. This will require three to five collection events, based on the City’s summer street sweeping/cleaning schedule, within distinct land use areas. o Weigh trash at a secure location. We will need access to a City facility for trash sorting.
Prepare Report in Format Specified by the Regional Board Prepare an estimate of the amount of anthropogenic litter greater than 1⁄4 inch generated daily based upon litter collected and the City’s street sweeping/cleaning schedule.
Prepare the MS4 NPDES Permit’s Trash TMDL compliance reporting form. We will submit a draft and final report prior to the Watershed Management Group’s internal Annual Report submission deadline.
Project Administration
Supervise project team members and regularly review their work product. Track and control the budget, and ensure control of the schedule of services provided.
Note the study frequency is based on compliance with the Trash TMDL. This means the next trash study could be required as soon as next year or as late as 2029. 7 Assess program compliance and recommend actions
Through our NPDES services for other local cities, we have prepared a self-audit checklist of all MS4 NPDES requirements. This checklist addresses the Minimum Control Measures, nonstormwater discharge prohibitions, the ULAR WMP, and TMDLs. We will complete this checklist for the City using existing City compliance data–such as our current knowledge of the City’s NPDES Program, the City’s Annual Reports, and the ULAR WMP–holding informational meetings with City staff, and requesting via email any remaining compliancerelated data.
We will use the completed self-audit checklist to prepare an assessment of compliance and recommend actions to achieve or maintain compliance. Our recommendations will take into account the resources available to the City, and will prioritize actions that our team has successfully implemented in other cities. We will review the assessment and recommendations with City staff and assist in implementing any actions they decide to take.
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8 Assist with the identification of potential stormwater quality improvement projects and grant funding opportunities. This may include, but is not limited to, preparation of conceptual design plans, cost estimates and grant application packages.
We regularly assist cities and watershed groups with identifying projects and stormwater funding, and have assisted with applications for SCWP, Prop 1, Prop 68, Prop 84, and OCTA M2. Our approach is to attend applicable grant and other funding meetings and workshops, and inform the City of funding opportunities related to NPDES. Should the City decide to apply for a grant application, we are available to prepare draft documents with sufficient time for city review and comment prior to final submittal. We are also available to assist in administering grant agreements, including compliance with grant requirements, preparation, and submission of supporting grant documents and coordination. 9 Assist with as-needed NPDES or stormwater-related tasks not specifically identified in the scope of services
We are available to assist as-needed with other NPDES or stormwater-related tasks not specifically identified in the scope of services. We are versed in other NPDES Permits such as the Construction General Permit.
1.8. Performance Criteria
Table 5 list the questions on the Performance Criteria section of the RFQ with our responses.
Table 5. Performance Criteria Responses
Describe how your team is organized to provide the services to perform this Project.
Our team is led by a Project Manager. The Project Manager ensures services are provided on time, within the budget, and are of high quality. The Project Manager also serves as the main point-of-contact. The team is organized so that there is more than one expert (“lead”) for any task listed in the City’s RFQ, and that more than one team member can serve as a point-of contact. This “good” redundancy helps ensure that all services are provided on time, within the budget, and are of high quality.
Our team also incorporates multiple levels of review of project deliverables by qualified team members.
This is done to provide an unbiased assessment of our accuracy, completeness, and adherence to regulations and best practices. For example, the Project Manager will review and provide internal comment on Annual MS4 Permit Compliance Reports prepared by a Team Lead. Both team members have extensive experience preparing these Reports. Another example is that our Senior field staff review field inspection reports, have inspectors correct reports when necessary, and summarize the results to the Project Manager.
Describe the major strengths of your team.
One of our team’s major strengths is its local experience. As noted in the Executive Summary, our team includes multiple staff members with 10 to 20+ years of experience implementing and managing local MS4 Permit Programs in LA County. Almost all of this experience is with JLHA, which is another strength:
the team has worked together for many years. The team also assists cities neighboring San Marino, such as Pasadena, South Pasadena, San Gabriel, Monterey Park, Temple City, and Arcadia. This local connection means our team is keyed into the City’s local MS4 NPDES requirements.
Our team’s strength is also evident in the growing number of clients it has served over the last 15 years.
This trend of growth and retention is visible by referring to the “Years of Experience” in Section 1.3.3.
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Table 5. Performance Criteria Responses
The trend is due in large part to the growing reputation of the team. JLHA has leveraged this reputation to attract highly qualified new personnel, which has added to both the strength and stability of the firm.
It is also worth noting that because our firm is relatively small, most strengths of the firm are also strengths of project team members. For more information on this, please review the Executive Summary.
For some specific examples of our team’s experiences, see Section 1.3.2.
Describe the major difficulties that you might expect to encounter in designing this Project to ensure that City receives high quality design and construction. Describe the methods you would use to overcome these difficulties.
Although this is not a design or construction project, we do have a process to ensure quality:
Internal peer reviews: We incorporate multiple levels of review of project deliverables by qualified Project Team members. This is done to provide an unbiased assessment of our accuracy, completeness, and adherence to regulations and best practices. For example, the Project Manager will review and provide internal comment on Annual MS4 Permit Compliance Reports prepared by a Team Lead. Both team members have extensive experience preparing these Reports. Another example is that our Senior field staff review field inspection reports, have inspectors correct reports when necessary, and summarize the results to the Project Manager. Checklists and templates: We use standardized tools to ensure consistency and completeness across projects. For example, we have developed inspection forms and project determination forms designed to meet the specific requirements of the LA County MS4 Permit. Data validation: We verify collected data and compliance calculations to maintain data integrity.
Examples include verification of water quality monitoring data and TMDL compliance calculations.
Document control: We use Google Drive and AppSheet, softwares that systematically manages project documents to ensure version control and easy access. Client communication: We regularly update our clients to ensure project alignment and satisfaction.
Training and certification: We do not assign staff to a project team until we know they will meet or exceed the expectations and qualifications on the assigned role. We determine project assignments through years of regular meetings with applicable staff. We also encourage continuous professional development for staff, including NPDES-specific certifications, to maintain expertise and up-to-date knowledge. Note that most of the Project Team hold multiple certifications related to NPDES Permit compliance.
Describe your firm’s ability to perform the work within the schedule outlined herein.
The services listed are provided on an annual basis, with many annual deadlines for tasks such as compliance reports, studies, and field inspections. We have provided similar services to San Marino–as well as our other many municipal clients–for many years without missing these deadlines, and we are confident we will continue to meet these deadlines in the coming years. Our team also has depth of experience in this work, with multiple team members independently capable of providing multiple tasks.
This provides additional assurance that all tasks will be completed on schedule.
Describe your firm’s claims experience.
There are no current or past conditions (e.g., claims and litigation, including threatened, etc.) in the past five years that could affect the viability of this proposal, the continuation of existing contracts, or our operational or financial stability.
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Exhibit B
Fee Schedule
See next page
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2. Pricing Proposal
2.1. Standard Rate Schedule
Team Member Year 1 Year 2 Year 3
Principal $220 / hour $227 / hour $234 / hour
Director $195 / hour $201 / hour $208 / hour
Program Manager $195 / hour $201 / hour $208 / hour
Staff Engineer $195 / hour $201 / hour $208 / hour
Project Manager $185 / hour $191 / hour $197 / hour
Assistant Project Manager $165 / hour $170 / hour $176 / hour Project Engineer $165 / hour $170 / hour $176 / hour
Senior Compliance Specialist $145 / hour $150 / hour $155 / hour Compliance Specialist II $135 / hour $140 / hour $145 / hour Project Analyst II $135 / hour $140 / hour $145 / hour
Compliance Specialist I $125 / hour $129 / hour $133 / hour Project Analyst I $125 / hour $129 / hour $133 / hour
Administrative Assistant, Laborer
(OSHA 40hr certified) $85 / hour $88 / hour $91 / hour
State Certified Laboratory Analysis Cost + 5% Cost + 5% Cost + 5% Legal Consultation, Court
Appearances/Document review, etc. $290 / hour $299 / hour $308 / hour Subcontracted equipment Cost + 5% Cost + 5% Cost + 5%
For the purposes of this SOQ, this rate schedule assumes a 3% consumer price index (CPI) increase in subsequent years.
JLHA does not add charges for overhead items such as administrative copying or mileage in and around the city.
2.2. Not-to-Exceed Annual Cost
This project will be on a time and materials basis. We will provide consultant services not to exceed the budgetary amount without the City’s prior authorization.