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PROFESSIONAL SERVICES AGREEMENT
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
&
Dudek
605 Third Street
Encinitas, CA 92024
This Professional Service Agreement (“the Agreement”) is made as of November 13, 2024 (the “Effective Date”), by and between Dudek (“Consultant”), and the City of San Marino (“City”), a California municipal corporation, (collectively, “the Parties”).
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 “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 non-infringing while remaining in compliance with the requirements of this Agreement.
Consultant shall not be liable for any reuse of the Work Product beyond the original purpose of this Agreement or modification of its Work Product.
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. Nicole Rieger 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
Dudek
605 Third Street
Encinitas, CA 92024
Attn: Nicole Rieger
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 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 in the event of a claim.
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, except for Professional Liability 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
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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 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 negligent 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. 10 of 16
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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
Request for Qualifications—On-Call NPDES/Stormwater Engineering Services 17 Subconsultants
Dudek does not foresee the need to utilize subconsultants on projects resulting from this contract.
Proposal
PROPOSED APPROACH
Dudek has an effective and proven approach to as-needed technical consulting task orders. Each task order request is carefully reviewed, assigned to appropriate staff, and a proposed is developed within 2 business days that is reviewed by Nicole Rieger and includes a comprehensive scope of work, schedule, and cost estimate that conforms with the contract fee schedule and restrictions. We manage projects to meet client and technical needs using sound science and engineering principles. Our team focuses on data quality, careful management of budget, and schedule milestones. The team assigned to each task is fully committed to the task, until complete.
All work is completed in close coordination with City staff with regular progress reports provided via email or a shared online platform (e.g., SharePoint). Progress reports include not only updates on past performance but also upcoming work and potential challenges, critical path issues, and important action items that must be resolved to successfully complete the task. These measures ensure that there are no surprises with regards to schedule, invoice charges, or deliverable content and quality. Our approach is founded on solid project management principals and well developed quality assurance/quality control (QA/QC) processes. Our focus on these central tenets to performing on-call program work has guided our expert technical project support for the past four decades.
A more detailed approach to specific scope of services is provided below:
Task 1: Safe, Clean Water Municipal Program Annual Plans and Annual Reports Dudek Safe, Clean Water (SCW) Program Manager Vipul Joshi will work with City staff to ensure that the City is fully engaged with and can successfully leverage the SCW program funds and technical support to implement projects and programs within the City. We will provide local staff to attend SCW watershed coordination meetings, interface with the watershed coordinators, and review program updates and requirements. We will work with you to understand the current status of any SCW-funded projects and assist in the preparation, review, and submittal of required SCW plans and reports. At the City’s request, we can identify and/or evaluate potential projects that would be eliglble for funding and/or technical assistance through the SCW program. Dudek will apply an integrated approach to these project assessments, ensuring that as many objectives as can be met through a single project (e.g., flood control, water quality, habiat restoration, and community benefit) are identified. These multiple objectives will help qualify projects not only for the SCW program, but potentially other grant funds (see Task 9).
Task 2: Annual Reports to Regulatory Agencies
Dudek will assist the City with preparation of annual reports to various regulatory agencies to ensure compliance with the MS4 permit. Dudek will utilize any templates and/or tracking software that the City has developed to streamline tracking and reporting. Dudek will well versed with various municipal GIS and other tracking software and can advise the City on ways to enhance and improve tracking of education, outreach, street sweeping, catch basin cleaning, industrial/commerical inspections, illicit discharges, and special studies. Dudek applies state-ofthe-art science to evaluate and interpret data in the context of current and potential future regulations. This approach ensures that the City can maintain compliance in a cost-effective manner that makes efficient use of limited municipal funds.
Request for Qualifications—On-Call NPDES/Stormwater Engineering Services 18 Task 3: Representing the City at Meetings Engagement
Dudek is prepared to represent the City at interested party meetings. Our approach starts with early coordination with City staff to understand past engagement with these entities, current status of the relevant City’s projects and programs, and anticipated key issues or concerns. Interested party engagement sets the framework for the City to leverage regional work products and planning efforts to assist in the development of City-specific implementation and planning efforts. Moving forward, key decisions with potential impacts to the City’s trash compliance approach and regional MS4 permit reissuance topics will be dependent on outcomes, collaborative use, and perceived RWQCB acceptance of regional work products. Our team utilizes this engagement to assess benefits and constraints for various planning and implementation options and then synthesize lessons learned to meet our client needs. Our collaborative experience and working relationships with regional partner agencies and nonprofits and their consultant teams will provide a direct benefit to the City in our ability to synthesize regional work into a City-specific compliance approach that meets multiple planning, operations and funding objectives.
Dudek staff will provide written updates within 2 business days of each meeting and maintain an active, up-todate inventory of meeting agenda, presentation materials, notes, and action items that would be available to City staff through an online shared platform (e.g., SharePoint).
Task 4: NPDES Training
Upon request, Dudek would develop NPDES training for City staff to ensure compliance and efficiently integrate the program with overall municipal services. Dudek staff will review any past training materials that are retained by the City and develop agreed-upon parameters for all training, including learning objectives, regulatory requirements, audience characteristics, format, length, location, and overall style. Dudek will develop draft training materials and a training agenda/outline for City review at least 2 weeks prior to the training. These materials will be prepared by our stormwater compliance experts working with our learning and development manager, who is a trained educator. The training materials will include visual aids and graphics and real-world examples from the local area to enhance learning and ensure relevancy. Quick reference guides and online tools can be made available for easy access following the training. Dudek staff will be also be available to address follow-up questions or other implementation challenges. If Dudek is tasked with preparing follow-up training, then lessons learned will be incorporated to ensure a continually improving training system is implemented.
Task 5: Inspections of Commercial Facilities
Dudek will develop an inspection protocol, confirm inspection locations, and review data collection, QA/QC procedures, and data delivery methods with the City project manager prior to conducting inspections. Dudek’s industrial/commerical facility inspectors are trained on stormwater regulations, water quality data collection protocols, and safety requirements, and they utilize a Esri GIS mobile data inventory platform to collect and record data. This allows project management and City staff to review data in real time and, if necesary, communicate with the inspector to modify data collection techniques. This methodology minimizes the potential that reinspections would need to occur upon final review of the data. All inspections are completed in a professional manner with clear communication to on-site facility workers; all inspectors will have proper identification, will provide the appropriate City staff contact upon request, and will follow safety protocols. Inspections are an opportunity for business owner education and inspectors will be equipped to provide information to owners and operators and identify target locations for additional outreach. Following data collection, Dudek will implement a thorough audit following agreed-upon QA/QC procedures. With the mobile data inventory collection system, compilation and reporting of data is highly streamlined. Dudek reports provide inspection data in an accessible and easy-to-understand format, with key findings and recommendations clearly articulated for City staff to communicate with management, if required.
Request for Qualifications—On-Call NPDES/Stormwater Engineering Services 19 Task 6: 5-Year Daily Generation Rate Compliance Field Study The Dudek team will work collaboratively with City staff to implement the 5-year Daily Generation Rate (DGR) trash compliance study in conformance with Los Angeles River Watershed Trash TMDL. Dudek has assisted various municipalities with trash monitoring and trash control methods to ensure compliance with current and future trash control regulation. We will apply these broad lessons and approaches to assist the City in evaluating potential trash monitoring methods for the DGR study, such as street sweeping, manual pickup, or other methods commonly used in the region.
Dudek will work with the City to create a DGR field study that is easily repeatable and produces a result that can be efficiently quantified in a compliance report for the Regional Board. It is anticipated that planning for the DGR will consist of defining a study drainage area, locating associated storm drain inlets to be blocked during the study, and an appropriate trash collection method based on expected trash loading and logistical feasibility. Part of the processes will be to develop a centralized database for storing DGR results after each annual field study for efficient Regional Board reporting and potential audits.
Task 7: Program Compliance and Recommend Actions
Dudek is especially adept with ensuring our municipal clients are not only compliant with current regulations but are proactively prepared to evaluate and implement recommended actions to ensure cost-effective compliance under future regulations. A number of water quality and multidisciplinary environmental protection regulatory elements converge within the City’s jurisdiction. Multiple agencies, including the City and other interested parties, manage urban runoff, habitat, and water quality improvement activities. In addition, regulatory requirements, such as watershed management plans and statewide Trash Amendments, provide significant potential operational, budgetary, and compliance challenges for the City. Accordingly, the development and implementation of effective watershed-based analytical approaches to restore and maintain the health of surface waters and manage natural resources is predicated on City staff and management concurrence on compliance strategies and jurisdictional program reporting requirements. These strategies and reporting efforts require consideration of scientific data, operational capacity, cost, and regulatory policy implications related to oftentimes multiple regulatory requirements. The Dudek team approach to program regulatory compliance combines multidisciplinary technical expertise and regulatory compliance experience that will benefit City staff in implementing environmental projects in and around City jurisdiction. Further, our team has demonstrated experience presenting technical information to a wide range of agencies, organizations, and individuals that have allowed complex technical details to be understood by nontechnical interested parties.
The Dudek team’s practical knowledge and applied experience with local regulations, policies, City activities, and local interested party processes allows us to provide a comprehensive and science-based holistic perspective to evaluate directly and indirectly applicable regulatory documents in support of the City. Our team’s comprehensive understanding of the City’s responsibilities in complying with multiple regulatory requirements, including the Regional MS4 Permit, TMDLs, and industrial and construction general stormwater permits, provides the experience to successfully manage stormwater program elements from idea to implementation and monitoring.
Task 8: Identify Potential Stormwater Quality Improvement Projects Dudek’s stormwater engineers have completed a comprehensive condition assessment of the City storm drain system and are uniquely suited to identifing appropriate potential stormwater quality improvement projects. We are currently working on the Lacy Park Box Culvert Replacement and have demonstated knowledge with designing improvements that meet multiple City objectives, including water quality improvement. Dudek approaches Citywide evaluations for potential projects from a holistic perspective, evaluating not just infrastructure Request for Qualifications—On-Call NPDES/Stormwater Engineering Services 20 deficiences, but the interplay of dissadvantaged community investment, habitat restoration, water quality protection, and flood risk reduction. Dudek’s broad range of in-house technical experts provides the ability to conduct comprehensive evaluations of opportunities that lead to the identification of projects that can successfully address multiple City goals in a cost-effective manner. Dudek may complete a comprehensive Citywide study utilizing a combination of GIS and field studies, with a systematic selection of potential projects, comprehensive summaries of the relevant details of those project (e.g., engineering feasibility, potential water quality improvement, regulatory context, and costs), and a prioritized ranking that allows the City to complete longrange budget planning and positions the City to adapt to funding opportunities. Dudek may also complete site-specific assessments to evaluate existing or future CIPs in terms of potential water quality improvements. For these types of tasks, we would coordinate with City staff (and/or consultants) with information regarding the project, develop options for integrated water quality improvements, and prepare technical memoranda to facilitate project evaluation and communicate with City management.
Task 9: Identify Grant-Funding Opportunities
Dudek has a 94% grant award success rate and has prepared and submitted grant applications for various clients throughout California, including municipalities; NGOs; water, wastewater, and community service districts; and agencies. Dudek maintains a high rate of successful grant awards because we are selective and work with our clients to position projects well for funding. Dudek has an organized, responsive, and nimble approach to identifying, writing, and securing grant funding and over the past 5 years, has obtained over $138 million in grant and loan monies for our clients. Moreover, our team is rooted in planning and development of nuanced, multibenefit projects that successfully knit together intricate project challenges and opportunities to yield positive results for ecosystems, communities, and agencies.
Dudek’s key priority before commencing a grant application is to determine whether there is a high correlation between the needs and benefits of the project vis-à-vis the grant requirements/guidelines and scoring rubric. If the team determines there is a good fit, Dudek will maximize the competitiveness of the project through work plans, budgets, and schedules that will be responsive to the funding solicitation. Dudek will attend any fundingagency-led workshops or events and, as necessary and appropriate, establish contact with the funding agency representative to discuss the project(s) and obtain insights, confirm deadlines, discuss project discriminators, establish funding priorities, and have any questions answered. Dudek will coordinate with the City to provide key takeaways and/or discuss any change in strategy. For each project that an application is prepared for, Dudek will generate a Request for Information (RFI) and a grant application tracking sheet. The RFI will outline the materials Dudek needs to generate a comprehensive, competitive application that satisfies the application requirements.
The tracking sheet is a tool to provide both accountability and structured deliverables. In the grant tracking sheet, Dudek will outline a timeline for each draft application package, including development and completion of sections, the draft, and final application; timelines for the City to review and comment on the draft and final application; and final grant submittal. Throughout development of a grant application, Dudek will also engage the services of our technical editors, who will verify that documents adhere to grant guidelines or requirements, such as font size and number of characters, words, or pages; have correct citations, grammar, and spelling; and properly use abbreviations and numbers. They will also fact-check and add editorial polish. The technical editors will review substance with respect to internal consistency, characterization of the project, clarity and concision of responses to required questions, and appropriateness of content and structure.
Task 10: Assist with As-Needed NPDES or Stormwater-Related Tasks Dudek provides full-service engineering and environmental services and excels at providing as-needed services to local municipalities. We maintain a flat structure that allows our project managers to identify and deploy appropriate staff to meet any challenge or need. In addition to the extensive NPDES and stormwater services that Request for Qualifications—On-Call NPDES/Stormwater Engineering Services 21 are described above, we have local CEQA/NEPA practitioners, a dedicated Publications and graphic design staff, full service civil engineering, groundwater and hazardous materials experts, and local landscape architects and fire planners, just to name some of the key services we can provide. We have found that many municipalities benefit from our data management services, which leverage lessons learned from various database platforms to evaluate your current database for architecuture improvements or provide you with informed options for integrating a new platform or services.
PERFORMANCE CRITERIA
Team Organization
Dudek will provide seamless management between City staff and our team to complete tasks with an awareness of the City’s environmental and political sensitivities. Figure 1 presents our proposed project staffing and team organization.
We understand that the City is considering the Dudek team in its entirety; therefore, we will not make changes in team composition without prior consultation and written approval of the City.
Figure 1 outlines proposed lines of communication for this contract; brief biographies are provided on page 4 and focused resumes are provided in Appendix A.
Figure 1. Dudek Team Organization
Task Order Execution
The structure and flexibility of the Dudek team provide the ability to adapt resources and the execution approach to meet client needs throughout any task life cycle. The Dudek task order execution approach applies a common understanding of the goals and objectives to project-related decision-making. Critical aspects of the Dudek 16 of 16
Exhibit B
Fee Schedule
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Pricing Proposal – Request for Qualifications – On-Call NPDES/Stormwater Engineering Services 2