South Gate City Council
August 8, 2023

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Contract 2020-19-CC
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:
(t.d
Dated:

ATTEST:

Carmen Avalos, City C
(SEAL)
APPROVED AS TO FORM:

I F. Salinas, City Attorney
RSG, INC. :

Ji SimoN, Principai
Dated: '4(4/"()i0

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Contract 2020-19-CC
EXHIBIT "A"

SCOPE OF SERVICES
2019-21 WORK PROGRAM FOR THE (ITY OF SOUTH GATE RSG would provide the following services to the City of South Gate on an as-needed basis as directed by the Client, in accordance with the fee scheduJe attached as Attachment "B" to this Scope of Services. These services include the following:

Task l- Former Courthouse Reuse:

RSG would assist the Public Works Department explore and negotiate disposition options for the former courthouse building adjacent to City Hall, including review of market conditions, lease terms, and proposals between the City and the County of Los Angeles for a workforce and youth employment center.

Task 2 - Equitable Development Toolkit:

RSG would aSSiSt the Community Development Department implement the City's Economic Development Strategy and tools to prevent the equitable development ofexistingresidentsandbusinesses. Thisincludesformulationofaninclusionary housing ordinance, periodic updates and progress reports, negotiations of community benefit agreements and a policy for such agreements, application for grant funds to finance project implementation, and other tasks as may be assigned.

Task 3 - Specific Plan Implementation:

RSG would also assist the Department implement the Tweedy, Gateway District, and Hollydale Specific Plans, including seeking grant funding for environmental studies, evaluating and pursuing infill redevelopment opportunities in partnership Task 4 - General On-Call Senices (as needed):

Finally, RSG would assist various City Departments undertake other project or strategic planning efforts as part of' the revitalization and continued reinvestment in South Gate that may be assigned by staff.

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Amendment No. I
Contract No. 2020-19-CC
AMENDMEhT N0. 1 TO CONTRACT N0. 2020-19-CC

FOR ADDITIONAL GENERAL ON-CALL SERVICES FOR THE COMMUNITY DEVELOPMENT DEPARTMENT BETWEEN THE CITY OF SOUTH GATE AND RSG, INC.

This Amendment No. l to Contract No. 2020-19-CC for additional general on-call services for the Community Development Department ("Amendment No, 1"), is made and entered into on May 25, 2021, by and between the City of South Gate, a municipal corporation ("City"), and RSG, [nc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collcctivcly referred to as "Parties."
RECIT ALS:

WHEREAS, on March 10, 2020, the City Council approved Contract No. 2020-19-CC with Consultant ("Agreement") to provide general on-call services related to tl'ie dcvclopmeiit and management of housing policies and related grant programs, in an amount not to exceed One Hundred Seventy Two Thousand One Hundred Fifteen Dollars ($172, 115); WHEREAS, City does not have the personnel able and/or available to perform the unique services as identified in the Work Program attached hereto as Exhibit "A" and made a part to this Agreement; and
WHEREAS, City and Consultant desire to cxccutc Amendment No. 1 to the Agrecmcnt for additional general on-call services for the Community Development Department for an additional one-year term, through and including June 30, 2022, in an amount not to excecd Two Hundred Tl'uee Thousand Nine Hundred Fifteen Dollars ($203,915), under the terms and con flons o nt, oing e aggregate to o ment and Am No. l to a total sum of Three Hundred Seventy Six Thousand Thirty Dol)ars ($376,030).

NOW, THEREFORE, THE l) ART JES HERETO AGREE AS FOLLOWS:

1. MODIFICATION TO AGREEMENT.
a, COMPENSATION. Tlie amount of compensation paid by City to Consultant for the additional services as identified in Exhibit "A" s}iall not exceed Two Hundred Three Thousand Nine Hundred Fifteen ($203,915), bringing the aggregate total of the Agreement and Amendment No. I to a total sum of Tl"iree Hundred Scvcnty Six Thousand Thirty Dollars ($376,030). b. TERM OF AGREEMENT. This Amendment No. ] is effective May 25, 2022 through and including June 30, 2022, unless otherwise terminated as provided for under the terms of the Agreement.

2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all othcr terms and conditions of the Agreement and its Amendments, Attachments, and Exhibits thereto, shall remain in full force. All of the recitals to this Amendment No. l are incorporated Pagelor2
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Amendment No. l
Contract No. 2020-19-CC
into thc Agreement as modified by tliis Amendment No. 1.

IN WITNESS WHEREOF, the Parties hereto liave caused this Amendment No. ItO be executed and attested by tlieir rcspcctive officcrs hereunto duiy authorized.

CITY OF SOUTH GATE:

Al Rios, Mayor
ATTESTED:

Carmen Avalos, City Clerk
(SEAL)
APPROVED AS TO FORM:

IF. Salinas, City Attorney
RSG, INC,:

Piincipal, RS-G, Inc.

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Exhibit "A"
[email protected] srryan cowxusnia*,'m' socoiu putungs.
17872 GILIJTTE AVE.

StJITE 350
IRVINE, CA QX14
714 !541 4585
[email protected]
W!iBFlSC=.COM
May 20, 2021 Via Electronk, Mai1
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
8650 California Avenue
South Gate, CA 90280
PRgPO8ED WORK PROGRAM - 202'l-22
COMMUNITY DEVELOPMENT DEPARTMENT 8ERVICES
Dear Mr. Jeffers:

At your request, RSG has prepared this scope of work for the 2021-22 fiscal year.

ACCOMPLISHMENTS DURING THE CURRENT FISCAL YEAR
Slnc@ the beginning of the current fiscal year, RSG has provided over "1,200 hours of consulting services to South Gate resulting In the following acmmplishments:

1. City (Communitv Development Department)
a. Timely application for a $300,000 EPA Assessment Coalition Grant to provide 6ty funds to conduct brownfield investigations and facilitate redevelopment in the three specific plan areas and along L
b. Preparation of a drafi Incluslonary Houslng Ordinance and draft Int,Iusionary Housing Study (currently on hold)
c. Timely application and award of an estimated $4,327,920 In Permanent Loml Hous!ng Allocation Program funding to increase affordable housing supply. Funding will be distributed over the five-year fundlng period.
d. Initiated Housing Division Efficiency Audit to identify best practices for sustalning operations and delivering best-in-class CDBG, HOME, Section 8, and general housing services e. Preparation and presentation of second annual report on June 20'l8 Eoonomic Development Strategic Plan
PROPOSED WORK PROGRAM FOR 2021-22
RSG has developed the proposed work plan for FY 2021-22 based on the status of projects we are currently handling.

Due to COVID and other circumstances, two of RSG's projects were suspended in 2020, but we anticipate the City wlll still want to proceed with these projects. We have also anticipated either an update to the existing (now 3 year old) Economic Development Strategy or a revtew of the current strategy, as well as some on call services. The budgets for these tasks are induded in the descriptions below:

IRVINE BcRKE;LEY VISTA
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Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
May 20, 202al

Economic Development Strateqic Plan: To align with the current priorities of the community post- COVID as well as those of the current City Council, RSG has previously recommended to staff to update the June 2018 Strategic Plan. Based both on our prior work and our focus largely around engaging key constituencies of the community, RSG wguld work with staff to convene a task force once again to develop and bring forward refreshed priorities and goals for the next three years.

The structure and depth ofthe strategy would be comparable to the current one, in order, to contain costs for the City. We have placed a prellmlnary budget of $32,850 for this work in the scope of servk,es here and can elaborate or modify as staff prefers.

As an alternative to a new Strategy, RSG may also work with the Community Development Departmen( to prepare a third-year report on accomplishments, similar to the last two that have been presented to the City Council (most recently In December 2020). The estirriated cost for this alternative Is $6,075.

Incluslonary Housi('iq Ordinance and ln-Lieu )'-ee pdopiigrl: RSG has allotted time to work on the completion of the feasibility study, draft ordinance, and in-lieu fee resolutlon, collaborating with staff, Planning Commission, City Council, and the public for adoption. We envision a limited amount of additionai work to adopt the drafi Ordinance presented In fall 2020 and have included 4 public meetings for consideration and adoption. We antic(pate a oost of $28,770 to complete the current draft ordinance and adopt the proposed fee schedule, unless the City seeks to significantly revamp the approach taken thus far.

If pursued, the City General Fund would be responsible for the costs For the Incluslonary Housing Ordinance.

Gatewav TOD SIP Grant / Equitable Development Strateqv: As part of the successful grant application to Metro, the City committed to preparing an equitable development strategy for the redevelopment of the area around the Gateway transit station to address inclusive and equitable which entails the following:

Kickoff meetings with staff, Planning Commission, and City Coun61 (3 meetings) to discuss process and present approach for discussion and considerations.

Compile economic research and develop summary of key issues currently and potentially facing South Gate residents, property owners, and businesses with implementation of the Gateway TOD project. Develop Initial presentation materials for review with staff, then presentation and discussion with stakeholder groups. Most research would be compiled from existing work RSG has performed in 2020 related to housing and household issues, with additional research on commercial real estate and business climate, both before and during the COVID-19 crisis.

Deliverables include one draft and one final presentation, Develop and executed three-part stakeholder engagement program, consisting of'identifying key stakeholder groups in conjunction with city staff, that represent the interests of those impacted or otl*erwise affected b7 the Gateway TOD project.

Part "I : Survey - Stakeholder engagement would consist of an online survey to a wide range of stakeholders (RSG wouid recommend community activlsts and leaders, Includlng nonprofit StaketidderS We Spoke With earlier in 2020) tO gain understanding On priorities and conc6ms about project implementation, inc!udlng what parts of the community may need specific 139
Chris Jeffers, Interim City Manager

CITY OF SOUTH GATE
May 20, 202'l

attention, We would use that survey feedback to deslgn stakeholder meeting agenda, format, and desired outcomes, and review this with the client for a:imment or revisions.

Part 2: Stakeholder Meetings - Basm on volunteers from the survey (where they would be invited to express interest in attending (virtual) stakeholder meetings), notice, organize and conduct (virtual) 5-6 stakeholder workshops via Zoom (can consider in person if appropriate, safe, and ultimately believed to result in larger participation). For each meeting, prepare recap of actions and agreements, along with photos, graphics shared, and attendance roster, Part 3: Community Meeting: Prepare notice, draft agenda, and execute one community workshop to present results of Survey and Stakeholder Meetings identify top issues/concerns about project buildout, priorities for planning and economic policies and practices to protect exisUng residents and businesses, whlle affording them maximum opportunities to benefit from the project. Indude (from RSG) the steps and actions necessary to Implement these actions, assuming some oflhese may be techn1cal, procedural, or budgetary in nature, Invite comments on these flndlngs from the public and Incorporate Into de(iverables.

Deliverables: 1 ) a summary memo of public outreach process and results.

Incorporate resulting comments and feedback from outreach, and prepare Equitable Development Strategy that emerges as an outcome of stakehOlder engagement, Includlng planning, community development, economic development, and ongoing public partiapation components.

Dellverables include two drafts and one final document.

Presentation of Strategy at Planning Commission and City Council meetings, including assistance with preparing agenda bills and powerpoint. i 5821 Firestone Bl/Prlmestor DDA: The City entered into a disposition and development agreement with Primestor (the owner of the adjacent shopping center) for development of this parking lot property. RSG would oversee the due diligence and schedule of performance, as well as escrow coordination to ensure compliance with the DDA and a successful completion of the project.

This project would be funded by the City General Fund.

Speciric Plan Implementation: As part of the SB 2 grant, the City pledged to use the grant funds to identify infill oppoihinity sRes for redevelopment and work with ex)sting property owners to explore interest in redevelopment or sale, These services would include development program feasibility, cost estimates, and property owner outreach. This task was Included In the SB 2 grant and would be funded by these grant funds.

Other Tasks: Occasionally we are asked to aSSi8t staff on other projects; when these tasks are so minor and small in nature, providing a separate scope of work Is not necessary. For this purpose, we have Included a $14,950 budget "contingency" for this purpose In the overall scope of work to aSSISt staff as needed.
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Chris Jeffers, Interim City Manaqer

CITY OF SOUTH GATE
May 20, 202"l

FEE PROPOSAL
An overall schedule for the work program above with the various optlonal components Is Included as an attachment to this letter. The breakdown of the corresponding funding sources is presented below as well:

Housing Division/SS 2 Grant
Planning Division/Metro TOD SIP Grant
General Fund (economic development, inclusionary housing, Flrestone property) Total
$48,500
$67,020
$88,395
$203,915
RSG would retain our current fee schedule that has been in effect with the City since 2013 when we began pmviding professional services. Our Billing Rates are as follows:

Principal / Director
Senior Associate
Associate
Senior Analyst
Analyst
Research Assistant
Technician
Clerical
$235
1180
$160
$1 35
$125
$IIO
$80
$60
RSG does not charge clients fortravel orml!eage (except directcosts related to field work/surveys), parking, standard tetephone/fax expenses, general postage, or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support material more than five (5) copies. These costs are charged back at the actual expense plus a 4 0% surcharge.

RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate.

Sincerely,
Jim Simon, Principal
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AGREEMENT FOR PROFESSIONAL SERVICES FOR GENERAI,

ON-CALL SERVICES BETWEEN THE CITY OF SOUTH GATE
AND RSG, INC.

Attachment D
Tliis Agreement for Professional Services for General On-Call Services ("Agreement") is made and entered into on March 10, 2020, by and between tlie City of South Gate, a municipa) corporation ("City"), and RSG, Inc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties.

RECIT ALS
WHEREAS, City desires to retain Consultant for General On-Call Services; and WHEREAS, Consultant warrants to City tl'iat it lias the requisite skills, know!edge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation. City desires to contract with Consultant to perform the services described in the Scope of Services attached hereto as Exliibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City liereby engages Consultant, and Consultant accepts such
described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION. The total amount of compensation for tliis Agreement shall not exceed the sum of One Hundred Seventy Two Thousand, One Hundred and Fifteen Dollars ($172,115) as described in the Fee Proposal attached hereto as Exhibit "B." City shall pay Consultant for its professional services rendered and reasonable costs incurred pursuant to this Agreement. No additional compensation shall be paid for any otlier expenses incurred unless first approved in writing by the Director of Community Development.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between the Consultant's office and City Hall shall not be billable: however, mileage is an allowable charge reimbursable at the federal rate. Consultant may request an exemption on a case by case basis.

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2.2 Consultant shall submit to City a monthly invoice for services rendered included in Exhibit "A." City shall pay the Consultant within forty-five (45) days of receipt of the invoice.

2.3 No payment made liereunder by City to Consultant, otlier than t)ie final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

TERM OF AGREEMENT. This Agreeirient is effective as of March 10, 2020, and will remain in effect through and including June 30, 2021, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided lierein.

CITY AGENT. Tl'ie Director of Community Development, For the purposes of this Agreement, is the agent for tlie City. Whenever approval or authorization is required, Consultant understands that the Director of Community Development has t)ie authority to provide tliat approval or autl'iorization
CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located witliin City which may be affected by the services to be performed by Consultant under this Agreement. Consultant further represents that in performance of this Agreement, no person having such interest shall be einployed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.I Consultant represents that no City employee or official lias a material financial interest in tlie Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in the Consultant's business or in this Agreement by any City employee or official.

GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. Tlie City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. if this Agreement is terminated by City as provided herein, Consultant will be paid a total amount equal to its costs as of tlie tertnination date, plus ten percent (10o/o) of tliat amount for profit. In no event shall the amount payable upon termination exceed the total maximum con'ipensation provided for in tliis Agreeinent.

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6.2 Termination for Cause.

6.2.1 The City may, by written notice to Consultant, terminate the whole or any part of tliis Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement witliin the time specified herein or any autborized extension thereof; or
b. ff Consultant fails to perform tlie services called for by tliis Agreement or so fails to make progress as to endanger performance of tliis Agreement in accordance with its terms. and in either of these circumstances does not correct such failure within a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In tlie event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in sucl'i manner as it may deem appropriate, services similar to tliose terminated.

6.2.3 If tliis Agreement is terminated as provided above in Subsection 6.2.l, City may require Consultant to provide all finished or unfinislied documents, data, studies, drawings, maps, pliotographs, reports, filins, documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to tlie value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to otlier documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 if. after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or t!iat the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination liad been issued pursuant to Subsection 6.l above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in tliis Agreement without the express prior written consent of City.

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6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee. subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of tlie Federal, State, and County and City governments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and tliat employees are treated during employment without regard to their race, color, religion, ancestry, sec. national origin, disabled or age.

Consultant will take affirmative action to ensure that all employment practices, including tliose of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include but are not limited to liiring, upgrading. demotion, transf'er, recruitment, recruitment advertising. layoff, termination, rates of pay or other forms of compensation. and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal lo t a
Section, and all applicable provisions of Executive Order No. 11246 which is incorporated herein by this reference. A copy of Executive Order No, 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant sliall submit to City certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers' Compensation Insurance as required by law. Consultant shall require all subcontractors siinilarly to provide such compensation insurance for their respective employees.

6.5.2 Comprehensive general and automotive liability insurance protecting Consultant in amounts not less t)ian $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property dainages or a coitibined single limit of

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$1,000,000, with an aggregate of $2,000,000. Each such policy of insurance sliall:
a. Be issued by a financially responsible insurance company or companies admitted or authorized to do business in the State of California or whicli is approved in writiitg by City. b. Name and list as additional insured City, its officers and employees.

C. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon tliirty (30) days prior written nottce to City of sucli cancellation or material change."
e. Cover tlie operations of Consultant pursuant to tlie terins of this Agreement.

6.6 Indenmification. Consultant agrees to indemnify, defend and hold harmless City and/or any otlier City agency, including other employees, officers and representatives, forffrom any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant' s (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which ma arise out of sole or active i or Ci and/or an other Ci or any third parties not acting on belialf of. at the direction of, or under the control of Consultant.

6.7 Compliance With Applicable Law. Consultant and City shall comply with all applicable laws, ordinances and codes of tlie federal, state, county and city governments, without regard to conflict of law principles.

6.8 Independent Contractor. Tliis Agreeinent is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationsl"iip of agency, servant, employee, partnership, joint venture or association, as between City and Consultant.

6.8.1. Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall liave any control over the conduct of Consultant, or any of Consultant's employees, except as herein set fortli, and Consultant expressly warrants not to, at any time or in any

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manner represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2. [ndemnification of CalPERS Determination- In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an einployee of City, Consultant shall indemnify, defend, and hold liarmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for tlie payment of any penalties and interest on such contributions, which would otlierwise be the responsibility of City.

6.9 Consultant's PersonneJ.

6.9.1 All services required under tliis Agreement will be performed by Coi'isultant, or under Consultant's direct supervision, and all personnel sliall possess the qualifications, permits and licenses required by State and local law to perform such services, including, witliout limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solel ible for tlie satisfa work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.

6.9.4 Consultant shall indemnify and hold harmless tlie City and all otlier related entities, officers, employees, and representatives, from any liability, damages, claims, costs and expenses of any nature arising froin alleged violations of personnel practices, or of any acts or omissions by Consultant in connection witli the work performed arising from tliis Agreement.

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6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on belialf of Consultant.

6. 11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California, without regard to conflict of law principles.

6.11.2 Tliis Agreement shall be construed without regard to the identity of tlie persons who drafted its various provisions. Each and every provision of t)iis Agreement sliall be construed as though each of the parties participated equally in t)ie drafting of the same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to tliis Agreement.

6.11.3 The article and section, captions and headings herein liave been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

6.11.4 Whenever in this Agreement the context may so require. the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under tliis Agreement sliall operate as and be a release of City from all claiins and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim wit)iin ten (10) calendar days of tlie receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment 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.

6.13 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in tlie work wl'iich inay be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner. such correction shall be made by City, and the cost thereof shall be charged to the Consultant.

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6.14 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and sliall be entitled to retain copies of such files upon termination of this Agreement.

6.15 Waiver; Remedies Cumulative. Failure by a Party to insist upon the perforinance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by sucli other Party in the future. No waiver by a Party of a default or breach of tlie other Party shall be effective or binding upon sucli a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action witli respect to such default or breach. No express written waiver of a specified default or breach shall affect any otlier default or breach. or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such riglit or remedy sliall not constitute a waiver or election of remedies with respect to any otlier permitted or available right of remedy.

6.16 Mitigation of Damages. in all such situations arising out of this Agreeinent, the Parties shall atteinpt to avoid and minimize the damages resulting from the conduct of tlie other Party.

6.17 Severability. 1€ any vision in this A is held a court of t jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.18 Attorney's Fees. Tlie Parties hereto acknowledge and agree that eac)i will bear his or its own costs, expenses and attorney's fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorney's fees atid costs in addition to all otlier relief to whicli that Party or those Parties may be entitled.

6.19 Entire Agreement and Amendments. This Agreeinent constitutes the wliole agreement between City and Consultant. and neither Party has made any representations to tlie other except as expressly contained herein. Neither Party, in executing or perforining this Agreement. is relying upon any statement or information not contained in this Agreement. Any amendments, clianges or

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modifications to tl'iis Agreeinent must be made in writing and appropriately executed by both City and Consultant.

6.20 Notices. Any notice required to be given hereunder sliall be deemed to have been given by email transmission with confirmation of delivery, and depositing said notice in tlie United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Joe Perez
Director of Community Development
8650 California Avenue
South Gate, CA 90280
Email: jperex(?t:!sogatc.oro
TO CONSULT ANT:

RSG, lnc.

Jim Sin'ion
Principal
17872 Gillette Avenue
Irvine, CA 92614
Email: jsim<'ini'z?)we!irsc.cciin
WITH COURTESY COPY TO:

City Clerk's Office
Carmen Avalos
City Clerk
8650 California Avenue
South Gate. CA 90280
Email: cavalosrzi')soeate.orH

6.21 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this

6.22 Consultation With Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.23 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this Agreement. Accordingly, in tlie event of any ambiguity, neither Party may claim that tlie interpretation of this Agreeinent shall be construed against eitlier Party solely because that Party drafted all or a portion of tliis Agreement, or the clause at issue.

6.24 Counterparts. This Agreeinent inay be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties herein.

150
Contract 2020-19-CC
IN WITNESS WHEREOF, tlie Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly autliorized.

CITY OF SOUTH GATE:

B:Y:

Dated: €7. 2-,p@i-a
ATTEST:

Carinen Avalos, City Cl
(SEAL)
APPROVED AS TO FORM:

By:
ul F. Salinas, City Attorney
RSG, INC. :

Ji Simo'n, Principal
Dated:

151
Contract 2020-19-CC
EXHIBIT "A"

SCOPE OF SERVICES
2019-21 WORK PROGRAM FOR TI-[E CITY OF SOUTH GATE RSG would provide the following services to the City of Soutl'i Gate on an as-needed basis as directed by tlie Cliem, in accordance with the fee schedule attached as Attachment "B" to tliis Scope of Services. These services include the following:

Task l - Former Courthouse Reuse:

RSG would assiSt tlie Public Works Departinent explore and negotiate disposition options for the former courthouse building adjacent to City Hall. including review of market conditions, lease terms. and proposals between the City and the County of Los Angeles for a workforce and youth employment center.

Task 2 - Equitable Development Toolkit:

RSG would assiSt the Community Development Department implement the City's Economic Development Strategy and tools to prevent tlie equitable development of existing residents and businesses. This includes fonnulation of an inc)usionary housing ordinance, periodic updates and progress reports, negotiations of community benefit agreements and a policy for such agreements, application for grant funds to finance project impleinentation, and other tasks as may be assigned.

Task 3 - Specific Plan Implementation:

RSG would also assist tlie Department implement the Tweedy. Gateway District, and Hollydale Specific Plans, including seeking grant funding for environmental studies, evaluating and pursuing infill redevelopment opportunaities in partnership with property owners, and other tasks as identified by staff.

Task 4 - General On-Call Services (as needed):

Finally, RSG would assist various City Departments undertake other project or strategic planning efforts as part of tlie revitalization and continued reinvestment in Soutli Gate that may be assigned by staff.

152
I I : ;1
153

CITYMANAGER'S OFFICE
Item No. 8AUG 01 2023
City of South Gate

CITY COUNCIL

AGENDA BULL
For the Regular Meeting of August 8, 2023
Originating Department: Community Development
Department Director:

Elguira
Ciffl Manager:

C&e,ffers
SUBJECT: AMENDMENT N0. 2 TO CONTRACT N0. 2022-48-AC WITH ASCENT

ENVIRONMENTAL TO PROVIDE ENVIRONMENTAL CONSULTING SERVICES

FOR AS-NEEDED SERVICES
PURPOSE: The City has contracted with Ascent Environmental to provide the City withenvironmental consulting services on an as-needed basis. The proposed Amendment No. 2 to theexisting Contract No. 2022-48-AC is required to provide continued and additional environmental consulting services.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. 2 to Contract No. 2022-48-AC with Ascent Environmental to continue as-needed environmental co a services to 300 a Authorizing the Mayor to execute Amendment No. 2 in a form acceptable to the City Attomey.

FISCAL IMPACT: The additional $300,000 for Amendment No. 2 will be paid for by project applicants. No taxpayer funds will be expended for services provided through this agreement. Theactual expenditure will depend on submitted development projects needing environmental reviews by the City.

ANALYSIS: The subject contract was initially prepared for Ascent Environmental ("Ascent") toprovide the City with third-party reviews of environmental reports either submitted by developers of projects or City initiated to study proposed developments to comply with required environmental analyses. Currently, Ascent is assisting the City with properly reviewing and responding to comments from outside agencies and interest groups about the Environmental Impact Report being prepared for 5037 Patata Street. All costs associated with this activity arepaid through a depositthe property owners have previously given to the City in its role as the LeadAgency for California Environmental Quality Act (CEQA). Amendment No. 2 was prepared and is being submitted to the City Council in order to finish this project so it can be heard by the Planning Commission when appropriate once the EIR is finished. In addition, Ascent's scope ofwork will cover the City's needs for additional environtnental review and analyses for various 1 154
projects and developments throughout the City. Project applicants will fund additional services based on needs and requirements pursuant to CEQA.

BACKGROUND: Ascent provided a Scope of Work that includes the updating of technical studies, including reviewing and studying air quality and greenhouse gas emissions, noise, and transportation impacts; advising the City regarding California Environmental Quality Act compliance; and also project management on behalf of the City. Ascent will also be able to prepare and review similar work, based on the City's needs for various projects and developments.

ATTACHMENTS: A. Proposed Amendment No. 2
B. Contract No. 2022-48-AC
2 155

ATT ACHMENT A
AMENDMENT N0. 2 TO CONTRACT N0. 2022-48-AC FOR

ENVIRONMENT AL CONSULTING SERVICES BETWEEN THE CITY

OF SOUTH GATE AND ASCENT ENVIRONMENT AL
This Amendment No. 2 for Professional Services for Environmental Consulting Services ("Agreement") is made and entered into on August 8, 2023, by and between the City of South Gate, a municipal corporation ("City"), and Ascent Environmental, a California corporation ("Consultant"). City and Consultant are sometimes hereina'fter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, on July 5, 2022, the City Council approved Contract No. 2022-48-AC with Consultant to provide environmental consulting services in an amount not to exceed Thirty-Four Thousand Five-Hundred and Eight Dollars ($34,508); and WHEREAS, on December 21, 2022, the City Manager approved Amendment No. l to Contract No. 2022-48-AC to extend its services to continue reviewing environmental reports and studies under Contract No. 2022-48-AC in an amount not to exceed Twenty-Three Thousand Five- Hundred Dollars ($23,500), under the terms and conditions of the Agreement, bringing the aggregate total of the Agreement to Fifty-Eight Thousand and Eight dollars ($58,008); and WHEREAS, on August 8, 2023, the City Council approved Amendment No. 2 to Contract No. 2022-48-AC for additional as-needed services for the Community Development Department retroactive to February 8, 2023, through and including June 30, 2024, in the amount not to exceed Three Hundred Thousand Dollars ($300,000), under the terms and conditions of the Agreement, aggregate to o e en ent o. Amendment No. 2 to Three-Hundred Fifty-Eight Thousand and Eight Dollars ($358,008); and WHEREAS, the Scope of Work Program is attached hereto as Exhibit "A" and incorporated herein by reference.

NOW, THEREFORE, the Parties hereby agree as follows:

1. MODIFICATION TO AGREEMENT

1.1 TERM OF AGREEMENT.

Consultant agrees to extend its services retroactively effective February 8, 2023, through and including June 30, 2024.

1.2 COMPENSATION.

The amount of compensation to be paid to Consultant for the work identified in Exhibit "A" shall not exceed the sum of Three Hundred Thousand Dollars ($300,000). The total sum of the Agreement and Amendment Nos. l and 2 shall not exceed the sum of Three Hundred Fifty-Eight Thousand and Eight Dollars ($358,008). 3 156
Amendment No. 2 to Contract No. 2022-48-AC
Ascent Environmental

2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of the Agreement and its Amendments, Attachments, and Exhibits attached hereto, shall remain unchanged and in full force. Furthermore, City reserves the right to augment or reduce the scope of work as the City deems necessary. 3, EFFECTIVE DATE. The effective date of this Agreement is retroactive to February 8, 2023, and will remain in effect through and including June 30, 2024, unless otherwise terminated in accordance with the terms of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria Del Pilar Avalos, Mayor
Dated:

ATTEST:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

F. Salinas, City Attorney
ASCENT ENVIRONMENT AL:

B)/:

Poonam Boparai, Principal
Dated:
157
Exhibit c'A"
February 8, 2023
Yalini Siva, Senior Planner
City of South Gate- Community Development Department 8650 California Avenue
South Gate, CA 90280
via email: [email protected]
Subject: Proposed Amendment No. 2 for Patata Street Industrial Development to Update Technical Studies and Portions of the EIR
Dear Yalini:

Ascent welcomes the opportunity to continue supporting the City of South Gate with the completion of the Patata Street Industrial Development Environmental Impact Report (EIR). This proposed amendment outlines our scope of work and estimated fee to update selected technical studies and portions of the EIR.

This proposed Amendment would modify the scope of work and compensation as contained within the Agreement for Professional Services for Environmental Consulting Services Between the City of South Gateand Ascent Environmental, dated July 5, 2022 (Contract No. 2022-48-AC), as amended by Amendment No. 1, dated January 5, 2023. All other terms of the agreement would remain in effect. If you have any questions regarding this proposal or wish to discuss further, please contact Chad Beckstrom.

Sincerely,
Poonam Boparai
Principal-in-Charge
e: [email protected]
p: 619.795.0013
CIL
Chad Beckstrom, AICP
Contract Manager
e: Chad.Beckstrom(a)AscentEnvironmental.com
p: 949.569.9448
Attachments:

Scope of Work
Cost Estimate
Ascent, 1230 Cokimbia Street, !xute 440, San Diego, Cahfornia 92101 Main: 619.219.8000 I%x: 916.444.3927 ascemcmaironmental.coin .,r- 158

ATTACHMENT A

PROPOSED SCOPE OF WORK

PAT ATA STREET INDUSTRIAL DEVELOPMENT

UPDATE TECHNICAL STUDIES AND PORTIONS OF THE EIR
Introduction and Oveyiew
The City of South Gate previously retained Ascent to conduct a 3'd party review of the Draft EIR for the Patata Street Industrial Development Project that was prepared by Blodgett Baylosis Environmental Planning. Ascent conducted two rounds of review of the Draft EIR in accordance with our authorized scope of work and provided comments to the City. The City published the Draft EIR on November16, 2022, with the public review period ending on January '18, 2022. The City received four comment letters, as well as recommendations from the California Department ofJustice (DOJ) to consult the "Warehouse Projects:

Best Practices and Mitigation Measures to Comply with the California Environmental Quality Act" guidance.

Ascent reviewed public and agency comments received and in coordination with the City determined that certain portions of the EIR require additional analysis to address the comments received. This scope of work involves preparation of additional technical studies and analysis to address the comments received.

Following execution of this scope, a determination will need to be made as to whether the results could be incorporated into responses to comments and revisions in a Final EIR, or whether portions of the Draft EIR would require recirculation pursuant to CEQA Guidelines Section 15088.5. The preparation of the Final EIR or Recirculated Draft EIR would be subject to a separate scope of work and budget.

Scope of Work
Task 1: Update Technical Studies
Ascent will prepare a revised air quality/greenhouse gas study as well as a new health risk assessment, a revised noise study, and an expanded vehicle miles travelled (VMT) analysis. Each of these is described in the subtasks below.

Subtask 7. 7: Air Quality/Greenhouse Gas Emissions/Health RiskAssessment Based on comments received from the California Air Resources Board (CARB), South Coast Air Quality Management District (SCAQMD), Golden State Environmental Justice Alliance, and the Best Practices guidance from the California Attorney General, substantial revisions are required to update the air quality/greenhouse gas analyses. Additionally, a quantitative health risk assessment is warranted, which was not prepared as part of the Draft EIR.

Air Quality and Health Risk
Section 3.3.2.1, "Regulatory Setting;' omits discussion or summary of applicable regulations that need to be discussed. These include Assembly Bill (AB) 617, the regulation overseen by CARB to track pollution in Ascent Environmental, Inc. February 8, 2023
159

high-burdened communities; CARB's Transportation Refrigeration Unit (TRU) Airborne Toxic Control Measure, which was recently updated in October 2022; CARB's Advanced Clean Truck regulation; local regulations implemented by SCAQMD including Rule1166, 'Volatile Organic Compound Emissions from Decontamination of Soil," Rule1146, "Control of Particulate Emissions from Soils with Toxic Air Contaminants," Rule 1403, "Asbestos Emissions from Demolition/Renovation," and Rule14l5.1, "Reductionof Refrigerant Emissions from Stationary Refrigeration Systems"; and other regulations and programs thatmay be relevant to the project.

Section 3.3.2.2, "Physical Setting;' does not provide details regarding the existing level of pollution within the project site that need to be added. Resources are available in the state to categorize high-burdened communities such as the Office of Environmental Health Hazard Assessment's (OEHHA's) CalEnviroScreen tool, which applies a score to census tracts based on a compilation of environmental, health, and socioeconomic information.

Section 3.3.4, "Environmental Impacts," also lacks sufficient substantiation for its significance determinations. The modeling performed for the construction and operational analyses (Impacts 3.3.4.1 and 3.3.4.2) of criteria air pollutants and ozone precursors does not reflect project-specific details, including a disparity in the vehicle miles traveled (VMT) data provided by the applicant, among other project commitments such as the use of EPA-certified Tier 4 Final engines for construction equipment andoperation of trucks meeting higher emissions standards than the statewide average. The Draft EIR does not provide citations for the inputs used to conduct the analysis, and therefore the significance determinations are not supported by substantial evidence.

Based on project description and project-specific detailed provided by the applicant, Ascent will prepare an Air Quality/Greenhouse Gas Technical Report to rectify the inadequacies in the analysis in the Draft EIR.Ascent will conduct an air quality model for both construction and operation of the project using the mostrecent version of the California Emissions Estimator Model (CalEEMod) 2022.1. The model will utilize project-specific information provided by the client, including project commitments (e.g., the use of Tier 4- Final engines during construction, project-specific VMT, excavation and import data provided by the applicant, project-specific haul truck rates) to more accurately capture the project's contribution of criteria air pollutants and ozone precursors, which will be measured against SCAQMD's regional thresholds of significance. If construction of latter portions of the project would potentially overlap (occur concurrently) with operation of earlier portions of the project, consistent with SCAQMD guidance, emissions from overlapping activities will be summed and compared to SCAQMD's regional operational thresholds.

If impacts are determined to be significant, Ascent will recommend relevant mitigation measures proven to reduce construction- and operation-related emissions of criteria air pollutant to the maximum extent based on public comments received by SCAQMD, CARB, and the California Attorney General.

Impact 3.3.4.3, which addresses exposure of sensitive receptors to substantial pollutant concentrations, uses SCAQMD's Local Significance Thresholds (LSTs) to assess the significance of this impact. Impact

3.3.4.3 also includes a Level of Service (LOS) and Average Daily Trips (ADT) to aSsesS the potential for a carbon monoxide (CO) hotspot to occur. Additionally, Impact 3.3.4.3 provides a qualitative analysis of exposure to toxic air contaminants (TACs) and concludes a less-than-significant impact for exposure of 7 Ascent Environmental, Inc.

February 8, 2023
160

receptors to substantial pollutant concentrations. This significance determination is not supported by substantial evidence.

As a component of the Air Quality/Greenhouse Gas Technical Report, Ascent will conduct a quantitative Health Risk Assessment (HRA) to assess the potential for exposing sensitive receptors to substantial concentrations of TAC pollution, particularly diesel particulate matter (DPM). Ascent will use the American Meteorological Society/Environmental Protection Agency Regulatory Model (AERMOD) and Hotspots Analysis and Reporting Program (HARP) to determine the locations of the Maximally Exposed Individual within the vicinity of the project site. The HRA will include an evaluation of construction and operational DPM emissions. For construction, the HRA will evaluate truck and equipment emissions within the project boundary as well as truck emissions on the truck route(s) between the project and the nearest freeway. For operations, the HRA will evaluate truck (both idling and movement) and equipment emissions within the project boundary as well as truck emissions on the truck route(s) between the project and the freeway, as well as TRU emissions on-site to address warehouse-related operations. The results of the HRA will be compared to SCAQMD's threshold of significance for TAC impacts. Upon completion of the report, Ascent will recommend mitigation as necessary.

Greenhouse Gas Emissions and Climate Change
Section 3.8.2.1, "Regulatory Setting," of the Draft EIR omits a number of relevant policies, regulations, plans, and standards that apply to the project. While the section includes a summary of Part 1l of the Title 24 California Building Code, the section does summarize the components of the current 2022 Part 6 of the Title 24 California Building Code (2022 California Energy Code). The summary of the role CARB plays in regulating greenhouse gas (GHG) emissions is also understated. No reference is made to the most recent GHG reduction targets established by AB1279 to reduce statewide emissions by 85 percent below 1990 levels and reach carbon neutrality by 2045. Moreover, Section 3.8.2.1, "Regulatory Setting," does not have any summary of the 2017 Scoping Plan, which was superseded by the 2022 Scoping Plan adopted in December 2022.

While Section 3.8.2.1, "Regulatory Setting," does include a reference to Senate Bill (SB) 375, it does not provide local information regarding the South Coast Area of Governments' (SCAG's) most recent 2022 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS), which is intended to reduceGHG emissions through sustainable transportation and land use policies.

Section 3.8.3, "Thresholds of Significance," uses a 10,000 MTCO,ze threshold of significance developed by SCAQMD for industrial land uses. This threshold was developed in 2008 and does not align with the more aggressive GHG reduction targets established by AB1279.

As noted above in the discussion of air quality, Ascent will prepare an Air Quality/Greenhouse Gas Technical Report. The modeling performed in the Air Quality/Greenhouse Gas Technical Report will also serve to estimate the project's GHG emissions to compare to an appropriate threshold of significance. In the absence of a substantiated numerical threshold provided by SCAQMD, Ascent will explore options for evaluating the project's contribution to global climate change. Options that may be considered include, but are not limited to, use of performance-based standards identified in the 2022 Scoping Plan, consistency with SCAG's 2022 RTP/SCS, and an efficiency metric using localized data, if available.

Ascent Environmental, Inc.

February 8, 2023
161

Ascent will compile the findings of the modeling performed for the project, determine the significance of the model's outputs using the most appropriate thresholds for the project, and recommend mitigation as necessary. The findings of the report will be summarized in a draft Air Quality/Greenhouse Gas Technical Report.

Subtask 7.2: Noise
Based on comments received from the City of Cudahy, as well as Ascent's prior review of the Draft EIR, a revised noise study is required. The characterization of the ambient noise environment on the project site detailed in the previously completed EIR contains conflicting information related to the time of day that measurements were conducted, does not provide relevant and necessary details regarding each of the measurements (e.g., length of time, weather conditions), and provides no supporting documentation for the noise measurements (e.g., noise measurement data sheets). Therefore, the previously conducted noise measurements and the characterization of the ambient noise environment cannot be confirmed or used for this subsequent analysis on the project.

An Ascent noise specialist will perform one 24-hour outdoor sound level measurement and up to three short-term15-minute outdoor sound level measurements to identify ambient noise levels on the proposed project site. To the extent practical, Ascent will locate the sound level meter used for the 24-hour outdoor sound level measurement in a secure location near the side of the project site closest to the nearest off- site, noise-sensitive land uses (e.g., residences north of, and adjacent to the project site). The short-term sound level measurements will be planned and conducted in locations nearest to major noise sources in the vicinity of the project (e.g., side of the project site nearest to Interstate 710, side of the project site nearest to the Schultz Steel facility).

Ascent will complete a noise study to inform the noise and vibration section of a CEQA document. Section

3.13.2, "Environmental Setting," of the Draft EIR did not provide complete regulatory setting information, did not contain citations for technical information and associated statements, and did not adequately characterize the existing ambient noise environmental. Therefore, the noise study will include an updated discussion of noise fundamentals and descriptors; identification of applicable federal, state, and local regulations; and a description of existing noise and vibration conditions on the project site and in the surrounding area. The noise measurements detailed above will be used to inform the existing noise conditions on the project site.

Section 3.13.3, "Thresholds of Significance," of the previously completed EIR did not include the quantitative thresholds of significance applicable to the project and did not address substantial increases in ambient noise levels at sensitive receptors above levels existing without the project. Thus, all applicable thresholds of significance will be identified and clearly presented in the noise study.

Section 3.13.4, "Environmental Impacts," of the Draft EIR did not provided citations for technical information and associated statements, did not include technical appendices to support modeling and attenuation calculations, and did not substantiate reference noise levels used throughout the section.

Therefore, the noise study will provide new impact analyses to adequately address all updated thresholds of significance applicable to the project.

Ascent Environmental, Inc. February 8, 2023
162

The study will include noise modeling for the construction and operation of the proposed uses.

Construction-related noise will be analyzed using published reference noise levels for typical construction equipment. Anticipated project-generated levels of noise will be estimated based on standard attenuation rates using calculation methods recommended by Caltrans and the Federal Transit Administration, where appropriate. Long-term operational noise sources, including on-site stationary sources (e.g., mechanical equipment) and noise associated with truck movements and heavy equipment use (e.g., front loader) at the project site will be analyzed.

Based on the project description and project-specific details provided by the applicant, an Ascent noise specialist will calculate the combined noise level generated by on-site activity during project operation.

Ascent will also estimate the level of noise exposure at the outdoor activity areas of the nearest off-site, noise-sensitive receptors using standard attenuation rates to determine whether any applicable noise exposure standards or incremental noise increase standards will be exceeded.

If it is determined that the project's construction or operational noise levels would expose off-site noise- sensitive receptors to noise levels that exceed applicable standards (e.g., City of Cudahy noise standards), Ascent will develop mitigation suitable for a project-level CEQA analysis. If design parameters are not yet finalized for the proposed project when this technical analysis is conducted, the mitigation measure could include a performance standard that must be achieved and list multiple types of noise reduction measures for achieving the performance standard, including but not limited to the building of a sound barrier, use of low-noise-generating equipment, and specifying orientation of noise generating activities and equipment relative to buildings and natural noise barriers on the project site. The analysis will be summarized in the draft noise study repon for the client.

Subtask 7.3: Transportation
Ascent will prepare a technical CEQA transportation memo to inform the transportation section of the EIR.

Impact 3.16.4.2 in Section 3.16, "Transportation," of the previously completed EIR does not adequately address the project's impact on VMT or consistency with CEQA Guidelines Section 15064.3. Ascent has retained Intersecting Metrics to complete a VMT analysis, which will be based on the methodologies, standards, and thresholds outlined in OPR's Technical Advisory on Evaluating Transportation Impacts in CEQA, December 2018). If the Proposed Project is identified to have a VMT related impact, potential mitigation measures will be identified, including the development of a Transportation Demand Management (TDM) Plan for the Proposed Project as well as identifying potential off-site VMT reducing infrastructure that can be implemented to reduce the Proposed Project's net VMT impact. All VMT related mitigation strategies will be identified and calculated based on the measures and formulas outlined in CAPCOA's Handbook for Analyzing Green House Gas Emissions Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity. The findings of the analysis and mitigations measures, including their effectiveness on reducing VMT related impacts, will be summarized in the VMT Impact Analysis Memo.

Task 2: Update Other Draft EIR Sections
Several comments received on the Draft EIR require updates to other sections of the Draft EIR beyond air quality, noise, and transportation, and should either be addressed in responses to comments and !J)
Ascent Environmental, Inc. February 8, 2023
163

presented as modifications to the Draft EIR or be incorporated into a recirculated Draft EIR. These include the following:
i Project Description
o Demolition of the remaining structures needs to be described as part of the project. o Clarification of the proposed use as a warehouse, cold storage, and distribution facility and additional description of the proposed operations (i.e., hours, activities, number of truck trips, vehicle circulation, etc.).
o Additional description of the use and intensity of the truck maintenance workshop. o Acknowledgement that the City of Cudahy may be a responsible agency. r Land Use/Planning
o Expand consistency analysis with Mobility Element of the South Gate General Plan. o Discuss dependence on use of public rights-of-way, streets, sidewalks, and land in the City of Cudahy as well as consistency with the City of Cudahy General Plan. o Add analysis of proposed General Plan Amendment and variances. o Add consistency analysis with the goals of SCAG's 2020-2045 RTP/SCS. i Public Services
o Discuss potential impact to City of Cudahy public services. i Population/Housing/Growth Inducing
Include additional su rding anticipated employment generation, including construction and qualified workers.
o Expand the Growth Inducing analysis and substantiation that the project would not induce population or housing.
o Provide analysis of whether the project is within SCAG's employment or population growth forecast for the City.
i Cumulative Impacts
o Provide cumulative analysis of projects approved since 2016 and projects in the pipeline. o Update cumulative project list, including the City of Cudahy activities planned within the Entertainment Zone.
i Alternatives
o Expand the range of alternatives to include additional alternative that does not require a General Plan Amendment or variances, and potentially add a mixed-use project. o Expand analysis of alternatives to provide more details on the comparative impacts of each of the alternatives.

Ascent Environmental, Inc. February 8, 2023
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Task 3: Provide Recommendations for Next Steps
Following the completion of the revised technical studies and revisions to the Draft EIR, Ascent will work with the City to determine the next steps on whether the updates may be included in a Final EIR, or whether the Draff EIR Would require recirculation. Based on the outcome Of theSe diSCuSSiOnS, ASCent Will provide an updated scope of work and budget, which are not included within the cost estimate for this Amendment.

Task 4: Project Management and Meetings
Ascent would maintain coordination with the City on a frequent basis and will be available to attend meetings with City staff and the applicant, as appropriate. For costing purposes, we assume attendance at up to 5 virtual meetings.

Ascent Environmental, Inc.

February 8, 2023
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ATTACHMENT B

PRICE PROPOSAL

PROPOSED SCOPE OF WORK

PAT ATA STREET INDUSTRI AL DEVELOPMENT

UPDATE TECHNICAL STUDIES AND PORTIONS OF THE EIR
The proposed price to complete the enclosed scope of work is estimated to be $117,254 and is summarized below. A detailed cost sheet showing hours and rates may be provided upon request.

Task1: Update Technical Studies
Subtask 1.1: Air Quality/Greenhouse Gas Emissions/Health Risk Assessment $32,660 Subtask1.2: Noise
$al7,055
Subtask1.3: Transportation $12,740
Task 2: Update Other Draft EIR Sections $27,560
Task 3: Provide Recommendations for Next Steps $4,240 Task 4: Project Management and Meetings $8,680
Reimbursable Expenses/Subconsultants $14 319
Total $117,254
Assumptions

1. Lump-Sum Price. The proposal is a lump-sum price to perform the proposed scope of work.

Monthly invoices will be submitted based on percentage of progress toward completion occurring in each billing period.

2. Price and Staff Allocation to Tasks. Labor and other direct costs have been allocated to tasks to determine the total budget. Ascent may reallocate costs and labor resources, as needed, as long as the total contract price is not exceeded.

3. Billing Rates. Costs were determined based on the proposed scope of work and Ascent's current billing rates. Any budget augmentations or contract amendments in subsequent years will be calculated using updated billing rates, unless precluded by contract terms.

Ascent Environmental, Inc.

February 8, 2023
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December 21, 2022
Yalini Siva, Senior Planner
City of South Gate- Community Development Department 8650 California Avenue
South Gate, CA 90280
via email: [email protected]
Subject: Proposed Amendment No. 1 for Patata Street Industrial Development EIR Review to Review Draft EIR Comments and Scope Revisions to the EIR Dear Yalini:

Ascent welcomes the opportunity to continue supporting the City of South Gate with the processing of the Patata Street Industrial Development Environmental Impact Report (EIR). This proposed amendment outlines our scope of work and estimated fee to provide consulting services during the public review period for the Draft EIR. This proposed Amendment would modify the scope of work and compensation as contained within the Agreement for Professional Services for Environmento( Consuiting Services Between the City of South Gate and Ascent Environmental dated July 5, 2022 (Contract No. 2022-48-AC). All other terms of the agreement would remain in effect. If you have any questions regarding this proposal or wish to discuss further, please contact Chad Beckstrom.

Sincerely,
Poonam Boparai
Principal-in-Charge
e: [email protected]
p: 619.795.0013
Chad Beckstrom, AICP
Contract Manager
e: [email protected]
p: 949.569.9448
Attachments:

Scope of Work
Cost Estimate
ttf
Ascem, 1230 Columbia Street, Suite 440, San Diego, California 92101 Main: 619.219.8000 Fax: 916.444.3927 iiscemenvironmental.com 167

ATTACHMENT A

PROPOSED SCOPE OF WORK

PAT ATA STREET INDUSTRIAL DEVELOPMENT

REVIEW DRAFT EIR COMMENTS AND SCOPE REVISIONS TO THE EIR Introduction and Overview
The City of South Gate previously retained Ascent to conduct a 3'd party review of the Draft EIR for the Patata Street Industrial Development Project that was prepared by Blodgett Baylosis Environmental Planning. Ascent conducted two rounds of review of the Draft EIR in accordance with our approved scope of work and provided comments to the City, fulfilling our authorized scope of work. The City published the Draft EIR on November 16, 2022, with the public review period ending on Januaryl8, 2022. In addition, the City is holding a public meeting on the Draft EIR to receive public comments on January 5, 2023. The City has requested that Ascent review all public and agency comments received and asSist the City with determining the next steps to comply with CEQA. This scope of work does not involve responding to comments, revising the Draft EIR, preparing a Final EIR, nor other processing that may be required to comply with CEQA. A separate amendment would be required and requested following the review of all comments received and a determination made on the appropriate course of action to complete the CEQA process in collaboration with the City.

Scope of Work
Task 1: Review Public and Agency Comments Received on the Draft EIR Ascent would review public and agency comments received on the Draft EIR. The purpose of this task is to identify issues that are raised with respect to the adequacy of the environmental analysis, specifically issues that may require revisions to the Draft EIR for the Final EIR, or that may warrant recirculation of the Draft EIR. For costing purposes, we assume review of up to 20 comment letters, and have budgeted 50 hours of staff time. If the comment letters contain a higher volume of substantive comments than anticipated, additional staff time may be required. Should this occur, we will alert the City once comments are reviewed and will work with the City on an amendment, if necessary. Ascent will compile a list of substantive CEQA iSSues raised by commenters in a memorandum and submit to the City, or discuss verbally, as preferred.

Task 2: Provide Recommendations on Next Steps for CEQA Compliance Ascent will develop recommendations for the next steps that may be required to adequately comply with CEQA. We will provide a written memo containing our recommendations and will participate in one meeting with City staff to discuss the issues raised. Following this review and concurrence on next steps that will be required to comply with CEQA, Ascent will prepare a detailed scope of work and cost estimate that will be submitted to the City. This may involve some combination of responding to comments, preparing supplemental analyses, preparing a Final EIR, revising and recirculating the Draft EIR, or other Ascent December 21, 2022
168

actions that may be required. The execution of this scope of work will be subject to a separate amendment or new contract between the City and Ascent.

Task 3: Attend Draft EIR Public Meeting
Ascent will attend the Draft EIR public meeting scheduled for January 5, 2023. For this meeting, we will be in observance to hear about the iSsues raised. This scope does not include active participation in this meeting.

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ATTACHMENT B

PRICE PROPOSAL

PROPOSED SCOPE OF WORK

PAT ATA STREET INDUSTRIAL DEVELOPMENT

REVIEW DRAFT EIR COMMENTS AND SCOPE REVISIONS TO THE EIR The proposed price to complete the enclosed scope of work is estimated to be $23,500 and is summarized below. A detailed cost sheet showing hours and rates may be provided upon request.

Task1: Review Public and Agency Comments Re.:eived on the Draft EIR $11,900 Task 2: Provide Recommendations on Next Steps for CEQA Compliance Task 3: Attend Draft EIR Public Meeting
$10,650
$gso
$23,500
Assumptions

1. Lump-Sum Price. The proposal is a lump-sum price to perform the proposed scope of work.

Monthly invoices will be submitted based on percentage of progress toward completion occurring ' each billing period

2. PriceandStaffAllocationtoTasks.Laborandotherdirectcostshavebeenallocatedtotasksto determine the total budget. Ascent may reallocate costs and labor resources, as needed, as long as the total contract price is not exceeded.

3. Billing Rates. Costs were determined based on the proposed scope of work and Ascent's current billing rates. Any budget augmentations or contract amendments in subsequent years will be calculated using updated billing rates, unless precluded by contract terms.

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I ahhi- rlaicelflriNrin Rillino 9;itoc
Principal $350
Senior Director
Senior Environmental Planning/Scientist Ill
Senior Environmental Planner/Scientist
Senior Environmental Planner/Scientist
Environmental Planner/Scientist
Environmental Planner/Scientist
Environmental Planner/Scientist
Assistant Environmental Planner/Scientist I
Assistant Environmental Planner/Scientistll
Assistant Environmental Planner/Scientist I
Project Assistant/Admin Assistant
$310
$265
$245
$220
$195
$175
$155
$135
$120
$110
$95
December 21, 2022
t8'
Ascent Environmental, Inc.
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Contract No. 2022-48-AC
Attachment B

AGREF,MF,NT FOR PROFESSIONAL SERVICES FOR

ENVIRONMENTAL CONSULTING SERVICES BF,TWEEN THE CITY

OF SOUTH GATE AND ASCENT ENVIRONMENTAL
This Agreement for Professional Services for En'vironmental Consulting Services ("Agreement") is made and entered into on July 5, 2022, by and between the City of South Gate, a municipal corporation ("City"), and Ascent Environmental, a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as' a "Party" and collectively as "Parties."

RECITALS
WHEREAS, City desires to retain a qualified provider for certain services relating to Environmental Consulting Services; and
WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in H-xh-ib-it -- --- "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of (Thirty-four thousand five-hundred and eight) ($34,508) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the Community Development Director or her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.
5116863.1-L235.0 (Form Rev. 9/8/21)
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2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be constnued as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

3. TERM OF AGRF,EMENT. This Agreement is effective as of July 5, 2022, and will remain in effect for a period of three months from said date or until project completion, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein. '

4. CITY AGENT. The Community Development Director ("Director"), or his/her designee, for the purposes of this Agreement, is the agent for City. Wbenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant further represents that in performance of t's Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop dutig the term of this Agreement.

5.I Consultant represents that no City employee or official has a material financial interest awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extensionthereof, or 173
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b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City ternninates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work perfomied. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1. above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of to race, creed, gender, gender identity (including gender expression), color, religion, ancestty, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and Coutity and the City governments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age. 174
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Consultant will take affimiative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform senices under this Agreement, are free from such discination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recniitment, recruitment advertising, layoff, termination, rates of pay or other fomis of compensation, and selection for training, including apprenticeship

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a, Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of Califomia or which is approved in writing by City.
b, Name and list as additional insured the City, its officers and employees. c, Specify its acts as primary insurance.
d, Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
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6.6 Tnrlpmnifirshnn. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall applicable laws, ordinances, and codes of the Federal, State, governments, without regard to conflict of law p*ciples.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

6.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is detemined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as m employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would othemise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification 176
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of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.

6.9 Consultant's Personnel.

6.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all persomel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work perfomnance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indetnnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

6.11.2 This Agreement shall be constnued without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be constnued as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be constmed against the drafting party shall not be applicable to this Agreement.

6.11.3. The article and section, captions and headings herein have been inserted for 177
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convenience only and shall not be considered or referred to in resolving questions of interpretation or constnuction.
6,11,4, Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment 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, sub- consultants and agents.
correct, at its expense, all errors in the work which may be disclosed dumg City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely mamier, such correction shall be made by City, and the cost thereof shall be charged to Consultant.

6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this 178

6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except Uhat, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in not contained in this Agreement. Any amendments, changes or modifications to Agreement must be made in writing and appropriately executed by both City Consultant.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Meredith Elguira, Director of Comm Development
8650 California Avenue
South Gate, CA 90280
Email : [email protected]
TEL: (323) 563-9529
WITH COURTESY COPY TO:

City of South Gate
Yodit Glaze, City Clerk
8650 Califomia Avenue
South Gate, CA 90280
Email : yglaze(isogate.org
TEL: (323)563-9573
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TO CONSULTANT:

Chad Beckstrom, AICP
Contract Manager
Environmental Consulting
1230 Columbia Street, Suite 440
San Diego, CA 92101
Chad,[email protected]
(949) 569-9448
6,22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. 6,23 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be constnied against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.
7, EFFF,CTIVE DATE. The effective date of this Agreement is July 5, 2022, and will remain with the terms of this Agreement.
[Remainder of page left blank intentionally.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

BY:
. Ci
Dated:

ATTEST:

Yodit s'ty Clerk
( EAL)
B7:

F. Salinas, City Attomey
ASCENT ENVIRONMENT AL:

By:

Chad Beckstrom, AICP, Contract Manager
Dated:
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attestedby thetrrespective officers thereunto duly authorized.

Dated:

ATTEST:

BY:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:

F, Salinas, City Attorney
ASCENT ENVIRONMENT AL:

BY:

Dated: Tulyll,2022
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June 24, 2022

EXHIBIT A
Yalini Siva, Senior Planner
City of South Gate- Community Development Department 8650 California Avenue
South Gate, CA 90280
via email: [email protected]
Subject: Proposal to Conduct a 3'd Party EIR Peer Review for 5037 Patata Street Industrial Development
Dear Yalini:

Ascent appreciates this opportunity to submit a scope of work to conduct a 3rd party peer review of the Draft EIR prepared for an industrial project located at 5037 Patata Street in South Gate, CA 90280.

We look forward to working with you on this project. If you have any questions regarding the enclosed scope of work and cost estimate, please feel free to contact us.

Sincerely,
Principal-in-Charge
e: [email protected]
p: 619.795.0013
Contract Manager
e: [email protected]
p: 949.569.9448
Attachments:

Scope of Work
Cost Estimate
zlscent, 123(1 Colurubia Street, Suite 440. Sun Diego, California 921m Mffln: 619.2T g.si'ioo Fax: 9 Ri.444.3')27 ascenrenvironmen+al.com 3D 183

ATTACHMENT A

PROPOSED SCOPE OF WORK
3"o PARTY REVIEW OF DRAFT EIR FOR
5037 PAT ATA STREET INDUSTRIAL DEVELOPMENT
Introduction
Ascent understands that the City of South Gate is reviewing a Draft EIR that has been prepared by Blodgett Baylosis Environmental Planning for an industrial project located at 5037 Patata Street. The City as the lead agency under CEQA is seeking a 3'd party review of the Draft EIR to supplement City staff resources to expedite the review and provide additional technical expertise. The following describes our proposed scope and cost.

Scope of Work
Task 1: First Iteration Review
Ascent's planners and specialists will conduct the peer review and provide the City with guidance and recommendations to ensure the analyses conducted are technically accurate and CEQA-compliant. The review of the draft EIR will focus on CEQA adequacy, technical accuracy, and scope of analysis. This task includes a thorough review of all EIR sections, technical reports that accompany the EIR sections, and technical appendices, with an emphasized focus on air quality, greenhouse gas emissions, and noise. analysis sections, in addition to the Executive Summary, Introduction, Project Description, Mandatory CEQA Considerations, and Alternatives:
i Aesthetics i Land Use & Planning
i Agriculture & Forestry Resources i Mineral Resources J Air Quality Section i Noise
i Biological Resources t Population and Housing
i Cultural i Public Services
i Energy i Transportation
t Geology & Soils i Tribal Cultural Resources
i Greenhouse Gas Emissions Section i Utilities and Service Systems i Hazards & Hazardous Materials j Wildfire
t Hydrology & Water Quality
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Ascent will provide comments on the draft EIR sections, technical reports, and appendices in electronic form (i.e., using comments and tracked changes in the documents) as well as a memorandum that includes a summary of the substantive comments and recommendations for revisions. This task assumes that the EIR sections and technical analyses will be well prepared and in a well-formatted state; thus, comments will focus on substantive issues and recommendations for the purpose of meeting current CEQA and local requirements, rather than minor editorial and formatting-related issues. Comments and/or track changes may be made to enhance clarity for the reader, if appropriate.

Deliverables
t In-text revisions/comments to the EIR sections, technical reports, and appendices i Comment Summary Memorandum
Task 2: Backcheck Review
This task includes time to review revisions made by the EIR consultant based on Ascent's first iteration review (Task 1). We will review all responses to comments and edits on the draft EIR sections, technical reports, and appendices to ensure that the comments were addressed adequately. The backcheck review will include responses to every comment made in the first iteration review, indicating whether or not the comment was addressed adequately. This scope assumes that all comments will be addressed adequately by the consultants after the first iteration review that Ascent submits. Thus, if revisions are not made or the revisions are inadequate, an additional fee may be required to conduct a third iteration review.

Deliverables
r Backcheck review comments
Task 3: Meetings and Project Coordination
Ascent will participate in meetings and coordination with the City and the EIR consultant to review our comments and recommendations as well as to assist the City with any questions or concerns related to the analyses, approach, oi- Ascent's recommendations.

Deliverables
t Attendance at up to 3 meetings by up to 3 Ascent Team Members i Project coordination and administration activities Schedule
Ascent can complete the first iteration review within 2 to 3 weeks of receiving the complete Draft EIR and the second iteration review within one week of receiving the revised analyses in tracked changes.

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ATTACHMENT B

PRICE PROPOSAL
3go PARTY REVIEW OF DRAFT EIR FOR
5037 PATATA STREET INDUSTRIAL DEVELOPMENT
The proposed price to complete the enclosed scope of work is estimated to be $34,508 and is summarized below. A detai!ed cost sheet showing hours and rates may be provided upon request.

Please note that the price is estimated based on a good faith effort and current understanding of the project needs ofthe City of South Gate. Variations in approach, issues, and deliverables can adjust the contract price.

Task1: First Iteration Review i.],620
Task 2: Backcheck Review $9,913
Task 3: Meetings and Project Coordination $4,975
$34,508
Assumptions

1. Sum Price. The is a lum -sum ace to rm the of work.

Monthly invoices will be submitted based on percentage of progress toward completion occurring in each billing period.

2. PriceandStaffAIlocationtoTasks.Labor,subconsultant,andotherdirectcostshavebeen allocated to tasks to determine the total budget. Ascent may reallocate costs and labor resources, as needed, as long as the total contract price is not exceeded.

3. Billing Rates. Costs were determined based on the proposed scope of work and Ascent's current billing rates. Any budget augmentations or contract amendments in subsequent years will be calculated using updated billing rates, unless precluded by contract terms.

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Principal $350
Senior Director $310
Senior Environmental Planning/Scientist Ill $265
Senior Environmental Planner/Scientist II $245
Senior Environmental Planner/Scientist I $220
Environmental Planner/Scientist Ill $195
Environmental Planner/Scientist II $175
Environmental Planner/Scientist I $155
Assistant Environmental Planner/Scientist Ill $135
Assistant Environmental Planner/Scientist II $120
Assistant Environmental Planner/Scientist I $110
Project Assistant/Admin Assistant $95
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CITYMANAGER'S OFFICE
AUG 01 2023 Item No. 9
Ciffl of South Gate

CITY COUNCIL
AG-ENDA E3TLL
Department Director:

Arturo
For the egul Meeting of: August 8, 2023
Department: Public Works
City Matiager:
antes Chris Jeffers
SUBJECT: AMENDMENT N0. 2 TO CONTRACT N0. 2022-59-AC WITH KOA

CORPORATION FOR ADDITIONAL CONSTRUCTION MONITORING AND INSPECTION SERVICES FOR THE RAISING CANE'S 9854 ALAMEDA STREET

OFF-SITE IMPROVEMENTS PROJECT
PURPOSE: To approve Amendment No. 2 to Contract No. 2022-59-AC with KOA Corporation ("KOA") to fund additional services provided for the construction of the Raising Cane's 9854 Alameda Street Off-Site Improvements Project ("Raising Cane's development").

RECOMMENDED ACTION: The City Council will consider:
a. Approving Amendment No. 2 to Contract No. 2022-59-AC with KOA Corporation for additional construction monitoring and inspection services for the 9854 Alameda Street Off-Site Improvements Project, in an amount not to exceed $2,202; and b. Authorizing the Mayor to execute Amendment No. 2 to Contract No. 2022-59-AC in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. Amendment No. 2 to Contract No. 2022-59-AC is for an amount not to exceed $2,202 and will be funded by the Parkway Construction Company, the developer of the project. Contract services are funded as listed below:

Agreement Working
Days
Total
Contract Agreement 2022-59-AC 48 $47,520
Amendment No. 1 28 $30,000
Amendment No. 2 2 $2,202
Total 78 $79,722
ANALYSIS: The Public Works Department, Engineering Division utilizes the services of professional services consultants to meet the demand for construction monitoring and inspection services from private developments which require a significant amount of staff attention.

Currently, KOA Corporation is under contract providing construction monitoring and inspection services for the Raising Cane's development located at 9854 Alameda Avenue. The initial Agreement provided :[unds for 48 days of services as was requested by Parkway Construction 188
Company. Parkway Construction Company extended construction beyond this schedule. They requested services for a total additional 30 working days. Amendment No. 1 provided $30,000 for an additional 28 days of service. Amendment No. 2 provides $2,202 for an additional two days of service.

BACKGROUND: As part of the Design Review Case No. 2021-001, the Conditions of Approval by the Public Works Department required the construction of off-site improvements for the Raising Cane's development. The improvements included but were not limited to curb ramps, sidewalk repairs, installation of new fire hydrant, reconstructing driveway approaches and planting trees.

On July 21, 2022, the City Manager administratively approved Contract No. 2022-59-AC with KOA Corporation for construction monitoring and inspection services for a not to exceed amount of $47,520. Services entailed providing an inspector to oversee construction of the offsite improvements, on behalf of the City. The contract was based on 48 working days.

On January 10, 2023, Amendment No. 1 to Contract No. 2022-59-AC was approved by the City Council in the amount of $30,000 to :[und services for an additional 28 working days.

Construction began on October 7, 2022.

The Parkway Construction Company requested an additional two days of service since they encountered delays from installing conduits inconsistent with Southern California Edison's specifications, a significant amount of concrete was required to be replaced, and there was a lack of efficient scheduling with the public utilities. These delays require the City and KOA Corporation contract to be extended an additional two working days.

Amendment No. 2 is needed to fund the additional services. It is also needed to retroactively extend the term of Contract No. 2022-59-AC from July 21, 2022 to July 30, 2023.

ATT ACHMENTS: A.

B.

C.

Proposed Amendment No. 2 and Exhibit A
Amendment No. 1
Contract No. 2022-59-AC
AG:lc
189
Attachment A
AMENDMENT N0. 2 TO CONTRACT N0. 2022-59-AC

FOR ADDITIONAL CONSTRUCTION MONITORING AND
INSPECTION SERVICES FOR THE 9854 ALAMEDA STREET OFF-SITE

IMPROVEMENTS PROJECT BETWEEN THE CITY OF SOUTH GATE

AND KOA CORPORATION
Tms AmendmentNo. 2 to ContractNo. 2022-59-AC foradditional ConstructionMonitoring and Inspection Services for the Alameda Street Off-Site Improvements Project ("Agreement") is made and entered into on April 25, 2023, by and between the City of South Gate, a municipal corporation("City"), andKOACorporation, aCalifornialimitedliabilitycorporation("Consultant").

The City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, on July 21, 2022, the City Manager approved an Agreement for Professional Services, ContractNo. 2022-59-AC ("Agreement") with Consultant for constructionmonitoring and inspection services forthe street improvements requiredto be constructed under the Raising Cane's Alameda Street Off-Site Improvements Project for anotto exceedatnountofForty- Seven Thousand Five Hundred Twenty Dollars ($47,520);
WHEREAS,onJanuary 10,2023,theCityCouncilapprovedAmendmentNo.1toContract No. 2022-59-AC ("AmendmentNo. 1")withConsultantforconstructionmonitoringandinspection services forthestreetimprovementsrequiredtobeconstructedundertheRaisingCane'sAlameda Street Off-Site Improvements Project for a not to exceed amount of Thirty Thousand Dollars ($30,000);
WHEREAS, the City andthe Consultantwere informed by Parkway Construction Company, the developer of the Raising Cane's developmentlocatedat 9854 AlamedaAvenue, thatconstruction was taking longerthan initially anticipated and requested two (2) additional working days of which they would fund by reimbursing the City for the construction monitoring and inspection services needed; and
WHEREAS, The City and Consultant desire to execute this Amendment No. 2 to extend services for an additional two (2) working days and increase the Agreement amount by Two Thousand, Two Hundred and Two Dollars ($2,202) which would be funded by Parkway Construction Company, bringing the aggregate amount of the Agreement, Amendment No. 1, and Amendment No. 2 not to exceed Seventy-Nine Thousand Seven Hundred Twenty-Two Dollars ($79,722).

NOW, THEREFORE, the Parties hereby agree as follows:

1. MODFICATION TO AGREEMENT
a. SCOPE OF WORK. The City hereby engages Consultant and Consultant accepts such engagement to perform the services set forth in the Scope of Services as described in the original contract as well as "Exhibit A" attached hereto and made part of this Amendment No, 2, The Scope of Services may be mutually amended from time to time by both Parties in 190
Amendment No. 2
Contract No. 2022-59-AC
writing.
b. COMPENSATION. TheamountofcompensationpaidbytheCitytoConsultanttoprovide services under the scope of work ofthe original Agreement and as modified by the scope of work identified inExhibit "A" shallnot exceedTwo Thousand Two Hundred Two Dollars ($2,202), for a total revised contract amount of Seventy-Nine Thousand Seven Hundred Twenty-Two Dollars ($79,722). City shall pay Consultant for its professional services rendered and reasonable costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred unless first approved by the Assistant City Manager/Director of Public Works.
c. TERM OF AGREEMENT. The term of the Agreement shall be retroactively extended from July 21, 2022 to July 30, 2023.

2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of the Agreement and its Amendments, Attachments and Exhibits thereto, shall remain in full force and effect. All recitals to this Amendment No. 2 are incorporated into the Agreement as modified by this Amendment No. 2. Furthermore, City reserves the right to augment or reduce the scope of work as City deems necessary. [Remainder of page left blank intentionally.]

191
Amendment No. 2
Contract No. 2022-59-AC
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

By:

Raul Salinas, City Attorney
KOA CORPORATION:

By:

Charles Stephan, Principal
Dated:

192

EXHIBIT A
1100 Corporate Center Dr., Suite 201, Monterey Park, CA 91754 T: 323.260.4703 I F: 323.260.4705 i www.koacorp.com

MONTEREY PARK ORANGE ONTARIO SAN DIEGO LA QUINTA CULVER CITY KIA
TO
Alan Galvan
Engineering Technician
City of South Gate
[email protected]
[email protected]
[email protected]
FROM
KOA Corporation ("KOA") appreciates the opportunity to submit to the City of South Gate for Construction Inspection Seiavices for the ADDENDUM #2 for Tweedy Blvd and Alameda Street - Raising Canes Off Site Improvements Project.

KOA provided a proposal for the Raising Canes project to construct off-site improvements in the City of South Gate at the northeast corner of N. Alameda Street and Tweedy Blvd. The original proposed schedule has been extended and requires additional working days and inspection time. Our original proposal was for $47,520, and Amendment 1 added $30,000.00. This final Amendment 2 will add $2,202 for a final total cost of $79,722.00.

Mr. Chuck Stephan, PE
VP Director of CM Division
333 S. Anita Drive, Suite 800
Orange, CA 92868
T: 323.260.4703
KOA proposes providing additional inspection services for a amount not to exceed $2,202.00 (Final Total cost $79,722.00) at a regular hourly rate of $135.00.

Note that overtime, special shift, weekend and holiday hours will incur additional cost per State prevailing wage rate requirements.

F:323.260.4705
C:310.525.0678
RFP
Construction Inspection Services
for the Tweedy Blvd and Alameda
Street - Raising Canes - Inspection
Services
PROPOSED ADDENDUM #2
DATE
July 13, 2023
Optional Night Time rate = $138.00/hr
We propose continuing Mr. Gordon Roberts as our primary inspector for this project.

We have additional inspectors available to cover for vacation/sick time or if Gordon is unavailable, including Mr. Dan Chapman and Patrick Crowley.

Chuck Stephan is the Management Contact for this contract. The contract is managed through the Ontario Office at 3190 Shelby Street, Bldg C. Ontario, CA 91764; Phone:
310.473.6508; Fax: 714.573.9534; Email: [email protected]. Thank you for this opportunity to again offer our services to the City. Should you have questions, please contact me at 310.525.0678.

Please note our next Orange office address is:
333 S. Anita Drive, Suite 800 0range, CA 92868
Sincerely,
KOA Corporation
Chuck Stephan, P.E.

Vice President. Director of CM Division
193
KIA
GORDON D. ROBERTS

CONSTRUCTION INSPECTOR
Mr. Roberts has over 40 years of energetic, reliable strong commitment to professional work ethic, and diverse experience in progressively responsible positions from heavy equipment operator to superintendent to general engineering (3t building contractor including multiple trades contractor to project designer and inspector, and years of experience working as a paving and slurry contractor. Mr. Roberts interacts cooperatively at top management levels with input into planning, safety, goal setting, operations, policy decisions. and building code implementations. Mr. Roberts possesses authoritative knowledge of building codes and regulations, plan reading and interpretation, multiple trades and overall respected construction practices. Mr. Roberts interacts cooperatively with architects, engineers, general contractors, inspectors, other supervisors and the public. Mr. Roberts conveys excellent communication and interpersonal skills; interacts well with widely diverse groups; easily gains confidence and cooperation; additionally, bi-lingual utilization of his construction / conversational Spanish proves a strong field communication asset. Mr. Roberts has managed crews of 30+ stressing quality work and safety. Hired, trained, and developed crews to work independently with continued priority to safety situational awareness. He is fluent in Spanish.

ATP4 SRTS Improvement Project, Ontario, CA:

Construction Inspector
Mr. Roberts is provided construction inspections on this ATP4 SR2S funded Sidewalk rehabilitation project in various areas throughout the City. Gordon provided full time inspections for the installation of PCC sidewalk, curb and gutter, ADA handicap ramps, driveways, fence and gate relocations, utility adjustments and relocations, flashing beacon, lighting, landscape, asphalt pavement improvements including cold mill and overlay, signing and striping at various locations throughout the City and other related work associated with this project. Gordon provided daily inspections and reports, verified quantities, coordinated with the contractor and soils testing, verified labor compliance and tracked all locations in each phase within the project boundaries.

EDUCATION
California State Contractor Trade
School & Licensing - Genera
(A)/Engineering (B)/ plus Specialty
Trades & Certifications
Operating Engineers, Local 12-
Journeyman Training- Certified HAZ-
MAT Handling, Safety Management,
Equipment Operator for Infrastructure
Earthwork, Grade Checking 8t Plan Take-
off, Heavy Equipment Mechanical
Repair, Maintenance F9 Safety Practices.

Trade & College Courses -Drafting &
Plan Design, Metallurgy Safety, Welding,
Cutting & Compressed Gas Practices,
Basic Spanish
Law Enforcement Academy (San
Bernardino County) -Level II Reserve
Officer Training, Aviation Search &
Rescue Volunteer Training
EVOC - Emergency Vehicle Operations
Center Instructor Training
Heiser Helicopter Flight School- FAA
Rotor Pilot Training
Computer Software- Structure Studios:

Vip3D Poor Studro & VLzTerra, AutoCad,
MS Offrce Surtes, Comdor:Asset
2016-17 CDBG Sidewalk Improvement Project, Corona, CA:

Construction Inspector
Mr. Roberts is provided construction inspections on this CDBG Sidewalk rehabilitation project in various areas throughout the City. Gordon provided full time inspections for the installation of PCC sidewalk of about 55,000' square feet, approximately 600' Linear feet of curb and gutter, the construction of 8 ADA handicap ramps improvements, and miscellaneous asphalt improvements at various locations throughout the City and any other related work associated with this project. Gordon provided daily inspections and reports, verified quantities, utilized GPS for work locations, coordinated with the contractor and any soils testing, verified labor compliance and tracked all locations in each phase within the project boundaries.

CIP Project No. 17-16 - True Avenue Water System Improvement Project, City of Downey, CA:

Construction Inspector
Mr, Roberts provided City Inspection on this water line project that consisted of the rehabilitation and installation of a new 10" and 12" Ductile Iron Water Line mainline and services, fire hydrants, and all appurtenances, concrete improvements and asphalt improvements. He performed Daily Inspections and completed Daily Construction Reports, coordinated with the contractor and engineer, maintained project files and all other related duties. 194
Attachment B
Contract No, 2022-59-AC
AMENDMENT NO. I TO CONTRACT N0. 2022-59-AC WITH KOA

CORPORATION AGREE,MENT FOR PROFESSIONAL SERVICES

FOR ADDITIONAL CONSTRUCTION MONITORING AND
INSPECTION SERVICES FOR THE 9854 ALAMEDA

STREET OFF-SITE IMPROVEMENTS PROJECT
This AmendmentNo, 1 to ContractNo. 2022-59-AC forAdditional CorxstiuctionMonitoring and Inspection Services (<'AmendmentNo. 1") is made and entered into onJanuary 10, 2023, byand between tlie City of South Gate, a municipal corporation ("City"), and KOA Corporation, a Californialimitedliability corporation("Consultant"), City and Consultantare sometimes hereinaffer individually referred to as a "Party" and collectively as "Parties,"

RECIT ALS
WHEREAS, on August 9, 2022, the CityManager approved anAgreement forProfessional Services,ContractNo. 2022-59-AC("Agreement")withConsultantforconstnictionmonitoringand inspection services forthe streetimprovementsrequiredto be constmctedundertheRaising Cane's development located at 9854 Alameda Avenue for a not exceed amount of Forty-Seven Thousand Five Hundred Twenty Dollars ($47,520),
WHEREAS, the City andthe Consultant were informedbyParkway ConstnictionCompany, the developer ofthe Raising Cane'sdevelopmentlocated at9854 AlamedaAvenue,thatconstruction was taking longer than initially anticipated, who thus requested and :tunded 28 additional working days of service,
WHEREAS, the City and Consultant desire to execute this Amendment No, 1 to extend senices for an additional 28 working days and to increase the Agreement atnount by Thirty Thousand Dollars ($30,000), to be funded by Parkway Constnxction Company, in the aggregate amount not to exceed Seventy Seven Thousand Five Hundred and Twenty Dollars ($77,520), NOW, THEREFORE, the Pmties hereby agree as follows:

1. SCOPE OF WORI(.

The Cityhereby engages Coxisultant and Consultantaccepts such engagementto performthe services set forth in tlie Scope of Services as described in the original contract as well as "ExhibitA"attachedheretoandmadepartofthisAmendmentNo.1, TheScopeofServices may be mutually amended by time to time by both Parties iri writing.

2. COMPENSATION.

The amount of compensation paid by the City to Consultant to provide services under the scope of work of the original Agreement as modified by the scope of work on Exhibit "A" shall not exceed Thirty Thousand Dollars ($30,000), for a total revised contract amount

195
Contract No, 2022-59-AC
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By: ,A:

Maria Del Pilar Avalos, Mayor
Dated: O//tfi 24QJ
ATTEST:

By:

Yodit City Clerk
(SEAL)
APPROVF,D AS TO FORM:
c
B7:

F, Salinas, City Attorney
KOA CORPORATION:

B7: C:?
Chuck Stephan, Vice President
Dated: i/g/:2o2a

196
1200 Corporate Center Dr., Suite 201, Monterey Park, CA 91754 T: 323.260.4703 I F: 323,260,4705 I www,koacorp.com

MONTEREYPARK ORANGE ONTARIO SANDIEGO LAQUINTA CULVERCITY KIA
TO
Alan Galvan
Engineering Technician
City of South Gate
[email protected]
Icamargo@sogate,org
[email protected]
FROM
KOA Corporation ("KOA") appreciates the opportunity to submit to the City of South Gate for Construction Inspection Senrices for the Tweedy Blvd and Alameda Street - RaisJng Canes Off Site Improvements Project.

KOA understands that Raising Canes plans to construct off-site improvements In the City of South Gate at the northeast corner of N. A(ameda Street and Tweedy Blvd. The anticipated project duration is 48 days, The construction Notice to Proceed is planned for July 25, 2022. Inspection will be provided for 6.5 hours per day 9:00 am to 2:30 pm.

KOA has provided for an additional 40 working hours if needed for meetings, etc. For this assignment, we propose a full time Construction Inspector by KOA.

Mr. Chuck Stephan, PE
VP Director of CM Division
2141 W. Orangewood Ave
OrangeCA92868
T:323.260.4703
F:323.260.4705
C:310.525.0678
RFP
Construction Inspection Seivices
for the Tweedy Blvd and Alameda
Street - Raising Canes - Inspection
Seniices
DATE
July 12, 2022
Constructionlnspector 6.5hrs/dayx48days=312hrs@$135.00= Additional 40 hours @ $135,00 =
TOTAL=
$42,120.00
$5,400.00
$47,520,00
Optional Night Time rate = $1 38.00/hr
We propose Mr, Gordon Roberts as our primary inspector for this project. We have additional inspectors available to cover for vacation/sick time or if Gordon is unavailable, including Mr, Dan Chapman and Patrick Crowley.

Chuck Stephan is the Management Contact for this contract, The contract is managed through the Ontario Office at 3190 Shelby Street, Bldg C. Ontario, CA 91764; Phone:
310.473.6508; Fax: 714.573,9534; Email: [email protected]. Thank you for this opportunity to again offer our services to the City, Should you have questions, ptease contact me at 310.525,0678.

Sincerely,
KOA Corporation
Chuck Stephan, P.E.

Vice President. Director of CM Division
197
K*A
GORDON D. ROBERTS

CONSTRUCTION INSPECTOR
Mr, Roberts has over 40 years of energetic, reliable strong commitment to professional work ethic, and diverse experience in progressively responsible positions from heavy equipment operator to superintendent to general engineering 8i building contractor including multiple trades contractor to project designer and inspector, and years of experience working as a paving and slurry contractor. Mr. Roberts interacts cooperatively at top management levels with input into planning, safety, goal setting, operations, policy decisions. and building code implementations. Mr, Roberts possesses authoritative knowledge of building codes and regulations, plan reading and interpretation, multiple trades and overall respected construction practices. Mr. Roberts interacts cooperatively with architects, engineers, general contractors, inspectors, other supervisors and the public. Mr. Roberts conveys excellent communication and interpersonal skills; interacts well with widely diverse groups; easily gains confidence and cooperation; additionally, bi-lingual utilization of his construction / conversational Spanish proves a strong fieid communication asset. Mr. Roberts has managed crews of 30+ stressing quality work and safety. Hired, trained, and developed crews to work independently with continued priority to safety situational awareness. He is fluent in Spanish.

ATP4 SRTS Improvement Project, Ontario, CA:

Construction fnspector
Mr, Roberts is provided construction inspections on this ATP4 SR2S funded Sidewalk rehabilitation project in various areas throughout the City. Gordon provided full time inspections for the installation of PCC sidewalk, curb and gutter, ADA handicap ramps, driveways, fence and gate relocations, utility adjustments and relocations, flashing beacon, lighting, landscape, asphalt pavement improvements inctuding cold mill and overlay, signing and striping at various locations throughout the City and other related work associated with this project. Gordon provided daily inspections and reports, verified quantities, coordinated with the contractor and soils testing, verified labor compliance and tracked all locations in each phase within the project boundaries.

EDUCATION
California State Contractor Trade
School ax Llcensing - General
(A)/Engineering (B)/ plus Specialty
Trades 8i Certifications
Operatlng !ngineers, Local12-
Journeyman Trairilng- Certified HAZ-
MAT %andllng, Safety Management,
Equipment Operator for Infrastructure
Earthwork, Grade Checking 8i Plan Take-
off, Heavy Equipment Mechanical
Repair, Maintenarice 81 Safety Pradices.

Trade 8i College Courses -Drafting &
Plan Design, Metallurgy Safety, Welding,
Cutting & Compressed Gas Practices,
Basic Spanlsh
Law Enforcement Academy (San
Bernardino County) -Level If Reserve
Officer Training, Aviation Search 81
Rescue Vofunteer Trainlng
EVOC - Emergency Vehide Operations
Center Instrudor Training
Helser He[icopter Flight School- FAA
Rotor Pilot Training
Coiyiputer Software- Structure Studios:

V//)30 Poo/ Studko !3t VtTerra, AukoCad,
MS Office SrAtes. Corridor:Ae,sst
2016-17 CDBG Sidewalk Improvement Project, Corona, CA:

Construction Inspector
Mr. Robet'ts is provided construction inspections on this CDBG Sidewalk rehabilitation project in various areas throughout the City, Gordon provided full time inspections for the insta)lation of PCC sidewalk of about 55,000' square feet, approximately 600' Linear feet of curb and gutter, the construction of 8 ADA handicap ramps improvements, and miscellaneous asphalt improvements at various locations throughout the City and any other related work associated with this proJect. Gordon provided dailyinspections and reports, verified quantities, utilized GPS for work locations, coordinated with the contractor and any soi)s testing, verified Jabor compliance and tracked all locations in each phase within the project boundaries.

CIP Project No. 17-1 6 - True Avenue Water System Improvement Project, City of Downey, CA:

Construction Inspector
Mr. Roberts provided City Inspection on this water line project that consisted of the rehabilitation and insta!lation of a new 10" and 12" Ductile Iron Water Line mainline and services, fire hydrants, and all appurtenances, concrete improvements and asphalt improvements. He performed Daily Inspections and completed Daily Construction Reports, coordinated with the contractor and engineer, maintained project files and all other related duties. 198
Contract No. 2022-59-AC
Attachment C

AGREEMENT FOR PROFESSIONAL SERVICES
FOR lfNSPECTION SERVICES
FOR THE 9854 ALAMEDA STREET OFF-SITE IMPROVEMENTS

PROJECT BETWEEN THE CITY OF SOUTH GATE AND KOA

CORPORATION
This Agreement for Professional Services for construction monitoring and inspection services forthe 9854 Alameda StreetImprovements Project ("Agreement") is made andenteredinto on July 21, 2022, by and between the City of South Gate, a municipal corporation ("City"), and KOA Corporation, aCalifornialimited liability corporation ("Consultant"). The City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retainprofessional services forInspection Services forthe 9854 Alameda Street Off-site Improvement Project; and
WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the professional services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to performprofessional services described inthe Proposal attachedhereto as Exhibit "A" andmade a part to this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forthinthe ScopeofServices as describedinExhibit "A". The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION. ThetotalamountofcompensationforthisAgreementshallnotexceed the sum of Forty Seven Thousand Five Hundred Twenty Dollars ($47,520) as described in Exhibit "A." City shall pay Consultant for its professional services rendered and reasonable costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred unless first approved in writing via an amendment to the Agreement.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between the Consultant's office and City Hall shall not be billable; however, mileage is an allowable charge reimbursable at the federal rate. Consultant may request an exemption on a case by case basis.

199
Contract No.

2.2 ConsultantshallsubmittoCityamonthlyinvoiceforservicesrenderedincludedin Exhibit "A." City shall pay the Consultant within forty-five (45) days of receipt of the invoice.

2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construedas anacceptance by City of any workor materials, noras evidence of satisfactory performance by Consultant of its obligations under this Agreement.

TERM OF AGREEMENT. This Agreement is effective as of July 21, 2022, and will remain in effect through September 30, 2022 through the completion of the Scope of Services attached hereto as Exhibit "A" unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

CITY AGENT. The Assistant City Manager/Director of Public Works, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the City Manager/Director of Public Works has the authorityto provide that approval or authorization.

CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located within City wichmay be affected by the services to be performed by Consultant underthis Agreement.

Consultant further represents that in performance of this Agreement, no person having such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City ofany other conflict of interestthatmay exist or develop during the term of this Agreement.

5.1 Consultant represents that no City employee or official has a material financial interest in the Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest inthe Consultant's business orinthis Agreement by any City employee or official.

GENERAL TERMS AND CONDITIONS.

6.1 TerminationforConvenience.TheCitymayterminatethisAgreementatanytime without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. IfthisAgreementisterminatedbyCityasprovidedherein,Consultantwill be paid a total amount equal to its outstanding fees for services rendered as of the terminationdate. Innoeventshalltheamountpayableuponterminationexceedthe total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

200
Contract No.

6.2.1 The City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to performthe services requiredbythisAgreement withinthetime specified hereinor any authorized extensionthereof; or
b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance ofthis Agreement in accordance withits terms, and in eitherofthese circumstances does not correct such failurewithinaperiodoften(10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 IfthisAgreementisterminatedasprovidedaboveinSubsection6.2.1,City mayrequire Consultant to provide all finishedorunfinisheddocuments, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computation, surveys, models, or other similar documentation prepared by Consultant. Uponsuchtermination, Consultantshallbepaidanamountequal to the value of the work performed. In ascertaining the value of the work performedup to the date oftemiination, consideration shall be givento both completed work andworkinprogress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection6.2.l above,itisdetermined,foranyreason,thatConsultantwas not in default, or that the default was excusable, then the rights and obligations oftheParties shall bethe same as ifthenotice oftemninationhad been issued pursuant to Subsection 6.1 above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discriminahon.

6.4.1 Consultant shall not discate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancesty, sexual orientation, national origin, disability, age, marital status, family/parental status, or

/4 201
Contract No.
veteran/military status, inthe performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and City governments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employmentwithout regard to their race, color, religion, ancestry, sex, national origin, disabled or age.

Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination.

Such employment practices include but are not limited to hiting, upgrading, demotion, transfer, recniittnent, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 TheprovisionsofSubsection6.4.l aboveshallbeincludedinallsolicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance withthe equal employmentopportunity and non-discrimination provisions of this Section, and all applicable provisionsofExecutiveOrderNo. ll246whichisincorporatedhereinbythis reference. A copy of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers' Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such compensation insurance for their respective employees.

6.5.2 Comprehensive general and automotive liability insurance protecting Consultant in amounts not less than $1,000,000 forpersonal injuryto anyone person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted or authorized to do business in the State of California or which is approved in writing by City. b. Name and list as additional insured City, its officers and employees.

11 202
Contract No.

C. Specify its acts as pary insurance.
d.
e.

Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except uponthirty (30) days priorwrittennotice to City of suchcancellation or material change."
Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemnificahon. Consultant agrees to indemnify, defend and hold hatmess City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any otherCity agency arising out ofConsultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions whichmay arise out of sole or active negligence of City and/or any other City agency, or any ttmd parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 ('ohipl;uaii X\ith Applicable Law. Consultant and City shall comply with all applicable laws, ordinances and codes of the federal, state, county and city governments, without regard to conflict of law piciples.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture or association, as between City and Consultant.

6.8.1. Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for oron behalfofCity. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, orany of Consultant's employees, except as herein setforth, and Consultantexpresslywarrantsnotto, atanytimeorinanymannerrepresent that it, or any of its agents, servants or employees are in any manner employees ofCity, it being distinctlyunderstoodthat Consultant is and shall at all times remainto City awholly independentcontractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, orsubcontractorofConsultantproviding servicesunder this Agreement claims or is determined by a court of competent jurisdiction orCalPERS to be eligible forenrollmentinCalPERS as anemployeeofCity, Consultant shall indemnify, defend, andhold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on

203
Contract No.
behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any fees assessed and interest, which would otherwise be the responsibility of City.

6.9 Consultant's Personnel.

6.9.1 AllservicesrequiredunderthisAgreementwillbeperformedbyConsultant, or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultantshallbesolelyresponsibleforthesatisfactoryworkperformance of all personnel engaged inperforming services requiredbythis Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, mid Social Security.

6.9.4 Consultant shall indemnify and hold harmless the City and all other related entities, officers, employees, andrepresentatives, fromanyliability, damages, claims, costs and expenses of any nature arising from alleged violations of personnel practices, orof any acts oromissions by Consultant inconnection with the workperformed arising from this Agreement.

6.10 Copyright. Noreports,mapsorotherdocumentsproducedinwholeorinpartunder this Agreement shall be the subjectofan applicationforcopyrightby oronbehalfof Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of the State of California, without regard to conflict of law piciples.

6.11.2 TMs Agreement shall be consttued without regard to the identity of the persons who drafted its various provisions. Each and everyprovision ofthis Agreement shall be constnued as though each of the parties participated equally in the drafting of the same, and any rule of constnuction that a documentis to be construed againstthe draftingparty shall notbe applicable

204
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to this Agreement.

6.11.3 The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or refettaed to in resolving questions of interpretation or construction.

6.11.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 FinalPaymentAcceptanceConstihitesRelease. TheacceptancebyConsultantof the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensationto Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check.

However, approval orpayment by City shall not constitute, nor be deemed, arelease of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of suchresponsibility or liability by City for any defect or error inthe workprepared by Consultant, its employees, subcontractors and agents.

6.13 Corrections. Inadditiontotheaboveindemnificationobligations,Consultantshall correct, at its expense, all errors in the work which may be disclosed dining City's review of Consultant's report or plans. Should Consultant fail to make such correctionin areasonably timelymanner, such correctionshall bemadebyCity, and the cost thereof shall be charged to the Consultant.

6.14 Files. All files of Consultant pertaining to City shall be and remain the propeity of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such filesuponterminationof tis Agreement.

6.15 Waiver;RemediesCumulative. FailurebyaPartytoinsistupontheperformance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constihite a waiver of such Party's right to demand compliance by suchotherParty in the future. No waiverby a Party of adefault orbreach ofthe otherParty shall be effective orbindingupon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or

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breachand/orperiodoftimespecified. Alloftheremediespermittedoravailabletoa Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available tight of remedy.

6.16 Mitigation of Damages. In all such situations arising out of this Agreement, the Paities shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.17 Severability. If any provision in this Agreement is held by a court of competent juiisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.18 Attorney's Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorney's 'fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out oforconnectedtherewith exceptthat, in the event any actionis broughtby anyParly hereto to enforce this Agreement, theprevailing Party in such action shall beentitled to reasonable attorney's fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.19 Entire Agreement and Amendments. This Agreement constihites the whole agreement between City and Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in tbis Agreement. Any amendments, changes or modifications to this Agreementmust bemade inwriting andappropriately executed by both City and Consultant.

6.20 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confiimation ofdeliveiy, anddepositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Arturo Cervantes
Assistant City Manager/
Director of Public Works
8650 California Avenue
South Gate, CA 90280
E-mail: acervantes(aIlsogate.org
WITH COURTESY COPY TO:

City of South Gate
Yodit Glaze
City Clerk
8650 California Avenue
South Gate, CA 90280
E-mail: yglaze@,sogate.org

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Contract No.
[Remainder of page left blank intentionally]
TO CONS[n,TANT:

KOA Corporation
Chuck Stephan
Vice President
2141 W. Orangewood Ave
Orange, CA 92868
E-mail: [email protected]

6.21 WarrantyofAuthorizedSignatories. Eachofthesignatoriesheretowarrantsand represents thathe orshe is competent and authorizedto enterinto tbisAgreementon behalf of the Party for whom he or she purports to sign.

6.22 Consultation With Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.23 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated inthereview anddraftingofthisAgreement. Accordingly, intheeventof any ambiguity, neither Party may claim that the interpretation of this Agreement shall be constnued against either Party solely because that Party drafted all or a portion of tis Agreement, or the clause at issue.

6.24 Counterparts. ThisAgreementmaybeexecutedincounterpartsandassoexecuted shall constitute an agreement which shall be binding upon all Parties herein. [Remainder ofpage left blank intentionally]

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Contract No.

IN WITNESS WHF,REOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SO
B)':b"
GATE:

Chris Jeffers,
Dated: 7/q/;mzz
ATTEST:

B7:

Yodit City Clerk
SEAL)
KOA CORPORATION:

B7:

Chuck Stephan, Vice President
Dated: 7/28/2022

208
C1?YMANA8ER'S OFFICE Item No. 10
AUG 0 2 2023
Ciffl of South Gate

CITY COUNCIL

AGENIDA BULL
Department Director:

For the Regular Meeting o:[: August 8, 2023
Department: Public Works
City Manager:

C/Iris Jeffers
SUBJECT: AMENDMENT NO. l TO CONTRACT N0. 2022-77-CC WITH Z&K CONSULT ANTS, INC., FOR ADDITIONAL CONSTRUCTION MANAGEMENT AND

INSPECTION SERVICES FOR THE HOLLYDALE COMMUNITY PARK RENOV ATION PROJECT, CITY PROJECT NO. 607-PRK
PURPOSE: To approve Amendment No. 1 to Contract No. 2022-77-CC with Z&K Consultants, Inc., ("Z&K") for additional construction management and inspection services for the Hollydale Community Park Renovation Project, City Project No. 607-PRK. The project is currently under construction and planned for completion in September 2023.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. 1 to Contract No. 2022-77-CC with Z&K Consultants, Inc., for additional construction management and inspection services for the Hollydale Community Park Renovation, City Project No. 607-PRK, at a not to exceed cost of $74,064; and
b. Authorizing the Mayor to execute Amendment No. I in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no fiscal impact to the General Fund. Amendment No. 1 to Contract No. 2022-77-CC is in the amount of !ti74,064 and it will be funded with Proposition A Funds and State Grant Fund budgeted in the Fiscal Year 2022/23 Capital Improvement Program as summarized below:

Prop 68 Prop A State Grant
Funds Total Budget
Construction Management $35,049 $403,790 $438,839
Amendment No. 1 to Contract
No. 2022-77-CC $70,000 $4,064 $74,064
Total Contract Amount $105,049 $407,854 $512,903
ANALYSIS: The construction of the Hollydale Community Park Project is in progress and now in its nineth month of construction. The original $438,839 construction management budget is expected to be exhausted by the end of July 2023. Additional funds are needed to continue to I 209
provide construction management and inspection services to the completion of construction in September 2023.

The original contract amount was programmed for construction activities through the end of construction planned for September 2023, which includes 212 working days. However, additional :tunding is recornrnended due to excessive Request for Information ("RFIs"), Submittals, and Change Order Requests ("CORs") from the contractor, labor compliance issues, contractor unauthorized weekend work which required inspection and challenges with the contractor which required additional coordination with the Contractor, City, and Designer.

Amendment No. l provides an amount not to exceed $74,064 for services through the completion of the construction which is planned for September 2023.

BACKGROUND: The Hollydale Community Park Project is budgeted in the CIP. The improvements proposed include a 1,700 square-foot building, storm water chambers, playground, synthetic turf, sand and water play area, basketball court shade structures, a new irrigation system, decomposed granite, park bench and picnic tables, permeable pavers, concrete flat work, and other miscellaneous park amenities.

Construction on Hollydale Community Park began on November 2, 2022. As such, on September 13, 2022, the City Council approved Contract No. 2022-77-CC with Z&K Consultants to provide construction management and inspection services in the amount of $438,839.

The proposed Amendment No. 1 offers the services needed for construction including administration, construction management, inspection, labor compliance, materials testing and utility coordination.

ATT ACHMENTS: Proposed Amendment No. 1 (including Exhibit A) Contract No. 2022-77-CC
ES:lc
2 210
Attachment A
Amendment No. 1 to
Contract No. 2022-77-CC
AMENDMENT N0. 1 TO CONTRACT NO 2022-77-CC FOR

ADDITIONAL CONSTRUCTION MANAGEMENT AND INSPECTION

SERVICES FOR THE HOLLYDALE COMMUNITY PARK PROJECT

BETWEEN THE CITY OF SOUTH GATE AND
Z&K CONSULT ANTS, INC.

This Amendment No. 1 to Contract No. 2022-77-CC for additional Construction Management and Inspection Services for the Hollydale Community Park Project ("Amendment No. 1"), is made and entered into on August 8, 2023, by and between the City of South Gate, a municipal corporation ("City"), and Z&K Consultants, Inc. ("Z&K"), a California corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, on September 13, 2022, the City Council approved Contract No. 2022-77- CC with Contractor ("Agreement ") for Construction Management and Inspection Services for a one year and three months term through and including December 31, 2023, in the amount of Four Hundred Thirty Eight Thousand Eight Hundred Thirty Nine Dollars ($438,839); WHEREAS, the City and Contractor desire to execute Amendment No. 1 for additional compensation inanamountnottoexceedSeventyFourThousandSixtyFourDollarsandTwenty Five Cents ($74,064.25), for services identified in Exhibit "A" attached hereto, under the terms and conditions of the Agreement, bringing the aggregate total of the Agreement, and Amendment No, 1, to a total sum of Five Hundred Twelve Thousand Nine Hundred Three Dollars and Twenty Five Cents ($512,903.25).

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. COMPENSATION.

The additional compensation in Amendment No. l to be paid by City to Contractor for the work identified in Exhibit "A" shall not exceed Seventy Four Thousand Sixty Four Dollars and Twenty Five Cents ($74,064.25).

2. EFFECT OF AMENDMENTS.

Except as expressly amended herein, all other terms and conditions of Agreement shall remain in full force and effect. Without limiting the generality of the foregoing, Agreement shall remain unchanged during the term of Agreement as extended by Page l of 2
211
Amendment No. 1 to
Contract No. 2022-77-CC
Section 1 above. Furthermore, City reserves the right to augment or reduce the scope of work as City deems necessary.

IN WITNESS WHEREOF, the Parties hereto have caused this AmendmentNo. I to be executed and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE:

B7:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

BY:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

By:
ul F. Salinas, City Attorney
Z&K CONSULT ANTS INC.

B7:

Crystal Fraire, President
Dated:

4212

EXHIBITA

CONSULT ANTS
BUILDING SOLuTIONS
Via e-mail
July 7, 2023
Elias Saikaly, PE, Project Manager
City of South Gate
8650 California Avenue
South Gate, CA 90280
Subject: Z&K Consultants, Inc. Budget Increase Request for the City of South Gate Hollydale Community Park Improvement Project, City Project No. 607-PRK Dear Mr. Saikaly,
Z&K Consultants, Inc. is requesting a budget increase for the City of South Gate Hollydale Coinmunity Park Improvement Project, City Project No. 607-PRK in the amount of $74,064.25.

Our original fee proposal in the amount of $438,839.00 was based on 205 working days and the scope of services as outlined in the RFP. The cost proposal assumed a typical level of effort that was based on our experience with similar projects.

This project required a significant amount of additional effort that could not have been anticipated at the time of the cost proposal, including: labor compliance isSues; excessive Request for Infori'nation (RFIs), Submittals, and Change Order Requests (CORs); contractor unauthorized weekend work which required inspection; and challenges with the contractor which required additional coordination with the Contractor, City, and Desginer.

Please feel free to reach out if you have any questions or need additional information. We look forward to the successful completion of the City's project.

Sincerely,
Crystal Fraire, PE
Presidenti Z&K Consultants, Inc.
[email protected] 951.310-7470
[email protected] gwww.zandkconsultants.com3 949-637-5040 213
Attachment B
Contract No. 2022-77-CC
AGRVF.MVNT FOR PROFF,SSIONAL SERVICE,S FOR

CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR

THE HOLLYDALE COMMUNITY PARK PROJECT BETWEEN
THE CITY OF SOUTH GATE AND Z&K CONSULTANTS, INC.

This Agreement for Professional Services for Constniction Management and Inspection Services for the Hollydale Community Park Project ("Agreement") is made and entered into on September 13, 2022, by and between the City of South Gate, a municipal corporation ("City"), and Z&K Consultants, Inc., ("Z&K") a California Corporation ("Consultant"). The City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECITALS
WHEREAS, City desires to retain a qualified provider for certain services relating to Constnuction Management and Inspection Services involving inventory and data collection of encroacent facilities in the public right-of-way; and WHEREAS, Consultant warrants to City that it has the requisite s)cills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the semces as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of Four Hundred Thirty-Eight Thousand F,ight Hundred Thirty-Nine Dollars ($438,839) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the City Manager or his/her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval,
5116863.1-L235.0 (Form Rev. 9/8/21)
214
Agreement for Professional Services
Z&K Consultants, Inc.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.

2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory perfomiance by Consultant of its obligations under this Agreement.

3. TERM OF AGREEMENT. This Agreement is effective as of September 13, 2022, and will remain in effect through December 31, 2023, unless othemise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

4. CITY AGENT. The Assistant City Manager/Director of Public Works ("Director"), or his/her designee, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant further represents that in perfomiance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.1 Consultant represents that no City employee or official has a material financial interest in Consultant's business. During the tem of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage, or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of 215
Agreement for Professional Services
Z&K Consultants, Inc.

this Agreement in any of the following circumstances. a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those temiinated.

6.2.3 If this Agreement is tenninated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such temination, Consultant shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is detennined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of tennination had been issued pursuant to Subsection 6.1. above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest m this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancemy, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the peformance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City governments. Consultant will 216
Agreement for Professional Services
Z&K Consultants, Inc.

take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, anceshy, sex, national origin, disability, or age.

Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.1 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b. Name and list as additional insured the City, its officers, and employees. c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby 217
Agreement for Professional Services
Z&K Consultants, Inc.

Page5ofl0
understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
e. Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemnfflcation. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

6.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold hartnless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would othetwise be the responsibility of City.
/O 218
Agreement for Professional Services
Z&K Consultants, Inc.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.

6.9 Consultant's Personnel.

6.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply wiUh all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indemnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

6.11.2 This Agreement shall be constnued without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be constnued as though each of the parties participated equally in the drafting of same, and any rule of constnuction that a document is to be construed 219
Agreement for Professional Services
Z&K Consultants, Inc.

against the drafting parly shall not be applicable to this Agreement.

6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or constniction.

6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment 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, sub- consultants, and agents.

6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant.

6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No /Z- 220
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express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or perforining this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
A rturo Cervantes
Assistant City Manager/Director of Public Works
8650 California Avenue
South Gate, CA 90280
Email: acervantes(2,sogate.org
TEL: (323) 563-9567
WITH COURTESY COPY TO:

City Clerk's Office
Yodit Glaze
City Clerk
8650 California Avenue
South Gate, CA 90280
Email: yglaze(asogate.org
TEL: (323) 563-9510
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Agreement for Professional Services
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TO CONSULTANT:

Crystal Fraire, PH, President
Z&K Consultants, Inc.
473 E. Camegie Drive, Suite 200
San Bernardino, California, 92400
Email: cfraire(a,zandkconsultants.com
Tel: (951) 310-7470

6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of Uhe Party for whom he or she purports to sign.

6.23 Consultation with Attorney. Cvnsultant wmrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretahon Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be constnied against either Party solely because that Party drafied all or a portion of this Agreement, or the clause at issue.

7. EFFECTIVE DATE. The effective date of this Agreement is September 13, 2022, and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page left blank intentionally]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agrcement to be executed and attested by tlieir respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

Al Rios, Mayor
ATTEST:

Yodit City Clerk
APPROVED AS TO FORM:

BY:

F. Salinas, City Attorney
Z&K CONSULT ANTS, I'NC.:

BY:

CrvstYtl FrPE. Presidcnt
Dalcd: " ) 15 ) 2"'
223
July 20, 2022
Arturo Cervantes, PE, Assistant City Manager/Director of Public Works City of South Gate, 8650 California Avenue, South Gate, CA 90280 1911 h
Dear Mr. Cervantes,
Z&K Consultants Inc. (Z&K) proudly presents our cost proposal for Construction Management and Inspection Services for the Construction of the Hollydale Community Park Improvement, City Project No. 607-PRK. Our not-to-exceed total lump sum fee for Construction Management and Inspection Services is 5438,839.00.

Z&K Consultants based our cost proposal on the scope of work provided in the Request for Proposals. All prevailing wage requirements will be followed by the team. All team members are in conformance with the State of California Labor compliance requirements. Rates included in our Cost Proposal are fully billable rates. All overhead costs are included. All insurance will be In force at the time of contract execution.

Z&K has carefully selected this "A-Team" and committed our most qualified staff for the duration of the contract to deliver a successful project. We understand the importance of meeting budgets and schedules; we have a strategic plan in place to deliver projects with such benchmarks in mind. Our proposed team members are recognized as experts in Construction Management and Inspection services and will provide "turn-key"' Construction Management and Inspection services for the City of Southgate Hollydale Community Park Improvement Project.

Below is a table with the hourly rate schedule:

Z&K Consultants, Inc Hourly Rates:

Resident Engineer.

Senior Construction Inspector
Project Manager/Office Engineer/ Labor Compliance Officer.

Material Testing Services (Converse Consultants).
.5157.00
. §140.00
. S130.00
...Attached
I will serve as the contact person for the full duration on the contract and I am authorized to bind the firm to the terms of the proposal. By signing below, I attest that all information submitted is true and accurate. This proposal shall remain valid for a period of not less than 90 days from the date of submittal. The payment terms shall be net thirty (30) days. We are excited about this opportunity to serve the City of South Gate and are committed to the successful completion the City's important project.

Sincerely,
CA@JjJM
Crystal Fraire, PE, QSD/P l President, Z&K Consultants Inc. 473 E. Carnegie Drive I Suite 200 l San Bernardino, CA 92400 951.310.7470 l [email protected]

BUILDING SOLUTIONS
224
Assumptions
Task 1- Project Coordination
Resident Engineer - 20 hours a week minus utility and outside agency coordination hours Senior Construction Inspedor - 20 hours total
Senior Project Manager/ Office Engineer/ Labor Compliance - 8.8 hours a week on average minus utility and outside agency coordination hours
Material Testing Services - O hours
Task 2 - Construction Inspection
Resident Engineer - O hours
Senior Construction Inspector - 8 hours a day * 205 WD minus hours for labor compliance and utility coordination
Senior Project Manager/ Office Engineer/ Labor Compliance - O hours Material Testing Services - O hours
Task 3 - Labor Compliance
Resident Engineer - O hours
Senior Construction Inspector-1 hour every 2 weeks (Employee interviews) Senior Project Manager/ Office Engineer/ Labor Compliance-1 hour a week Material Testing Services - O hours
Task 4 - Material Testing Services
Resident Engineer - O hours
Senior Construction Inspector - O hours
Senior Project Manager/ Office Engineer/ Labor Compliance - O hours Material Testing Services - 100 hours (2.4 hours a week). Total = 513,000.00 Task 5 - Utility and Outside Agency Coordination
Resident Engineer-1 hour every 2 weeks
Senior Construction Inspedor-1 hour a week
Senior Project Manager/ Office Engineer/ Labor Compliance-1 hour every 2 weeks Material Testing Services - O hours
Task 6 - Project Closeout
Resident Engineer - 40 hours (1 week)
Senior Construction Inspedor - 40 hours (2 weeks)
Senior Project Manager/ Office Englneer/ Labor Compliance - 25 hours Material Testing Services - O hours
CONSULTA.NTS

BUIIDING SOLUTIONS
ff- 225

NOT-TO-EXCEED FEE SCHEDULE
The fee proposal shall be based on a not-to-exceed fee for a construction period of 10 months. The Construction Inspector shall be provided for the entire 290 working day period.

Any additional services needed beyond the contract scope of work shall require prior approval from the City. saga s a
@ I * a la
II II * 00al
aa* I aa
Tasv Classification Resident Engineer Senior Construction Prole"f Manage" Material Testing (Hrs) Ins,pector rompllanClofflceEng'nee" la5or Serv2ces - Con:erse (Hrs)
HourlyRate 9157.00 5140.00 S130.00 S130.00
Taskl.ProjectCoordination 799.5 20 320 0
Task2.Construction 0 iszs.s o 0Inspection
Task3.LaborCompliance 0 20.5 41 0
Task4.MaterialTesting 0 0 0 100
Task 5. Utility and Outside

20.5 41 205 0ency Coordination
Task6.ProjectCloseout 40 40 25 0
TOTAL S 135,020.00 6 238,000.00 S 52,819.00 S 13,000.00 Total Cost
S 169,895.50
S 220,990.00
S 8,200.00
S 13,000.00
S 11,623.50
S 15,130.00
S 438,839.00
Z&K Consultants commits that all asslgned personnel wrll not be removed or replaced wrrhout prror written Crty approval. Key personnel wrll be available to the extent proposed for the dumtron of the contract. Our proposed and fully commrtted team rs fully capable and exceptionally qualqred. They have held many leadershrp roles and supervlsory management pOSltrOnS /n many IOCal OgenCreS rnCluding the priVate and publrC SeCtOrS. All Can multr-taSk, are multr-drSClpffned, and haVe Cl full understanding Of all aSpeCtS Of the proposed project requlrements.

BUILDING SOLuTIONS
226
CnYMANAGER'S OFFICE
AU0 fl 2 2023 Item No. 11
C'Uy of South Gate

CITY COUNCIL
AeENJDA Ba[LL
For the Regular Meeting of: August 8, 2023
Departmetit Director:

Cervantes
Department: Public Works
City Manager: ( :/ %
Chrk, Jeffers
SUBJECT: AGREEMENT WITH KOA CORPORATION FOR CONSTRUCTION

MONITORING AND INSPECTION SERVICES OF IMPROVEMENTS UNDER

CONSTRUCTION BY THE GOLDEN ST ATE WATER COMPANY
PURPOSE: To approve an agreement with the KOA Corporation ("KOA") for construction monitoring and inspection services ("Agreement") for the water utility improvements being constructed by the Golden State Water Company ("GSWC").

RECOMMENDED ACTION: The City Council will consider:
a. Approving an Agreement with KOA Corporation for construction monitoring and inspection services for the water utility improvements being constructed by the Golden State Water Company, in an amount not-to-exceed $83,700 retroactively effective to May 24, 2023; and
b. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. The proposed Agreement with KOA is in the amount of $83,700 and will be funded by GSWC for which a deposit has been received.

ANALYSIS: The Public Works Department, Engineering Division utilizes the services of professional services consultants to meet the demand for construction monitoring and inspection services from private development and utility companies which require a significant amount of staff attention. KOA Corporation was selected by the Engineering Division to provide construction monitoring and inspection services for the water utility improvements being constructed by the GSWC. Services by KOA for the utility improvements began May 24, 2023 and are expected to continue for 75 working days.

Services were authorized by staff to begin on May 24, 2023, in advance of City Council approval, for services to coincide with the start of GSWC's construction.

The Engineering staff was unable to provide inspection services due to the number of working days and documentation requirements for the project, thus, consultant services were utilized. l
227
BACKGROUND: The GSWC has begun construction on a capital improvement project to replace aging water mains and service laterals for businesses and residential properties on (a) Garfield Avenue from Century Boulevard to Lincoln Avenue, (b) Century Boulevard from Garfield Avenue to Center Street, and (c) Center Street from Century Boulevard to Gardendale Street, which will impact road pavements. The Conditions of Approval for the project require GSWC to restore streets which includes slurry seal, pavement markings, striping, and utility adjustments. These improvements require inspection services from the Public Works Department.

Construction began on May 24, 2023, and will be completed in 75 working days, by August 2023. Work is taking place from 8:00 A.M. to 4:00 P.M. on Century Boulevard and Center Street and from 9:00 A.M. to 3:00 P.M. on Garfield Avenue.

A Request for Proposal was issued to the as-needed consultants: Interwest Consulting Group, KOA Corporation, and Willdan. Proposals were received from KOA in the amount of $83,700 and Interwest, in the amount of $83,700. The Engineering Division staff selected KOA to provide services due to their experience and that of the proposed inspector.

Staff recommends awarding an agreement to KOA, retroactive to May 24, 2023, to encompass the services performed to date. The Agreement is in the amount of $83,700. Services include inspection and construction monitoring. These services will encompass the proposed 75-working day schedule.

The GSWC has paid $83,700 for consultant inspection services along with all other permit fees.

The public outreach requirements imposed on the GSWC included sending notification flyers to the adjacent residents and businesses at least 48 hours prior to construction. In addition, staff will provide notifications of the project through social media and the City website.

ATTACHMENT: ProposedAgreementandExhibitA
AG:lc
2 228
Attachment A

AGREEMENT FOR PROFESSIONAL SERVICES FOR CONSTRUCTION

MONITORING AND INSPECTION SERVICES BETWEEN THE CITY

OF SOUTH GATE AND KOA CORPORATION
This Agreement for Professional Services for Construction Monitoring and Inspection Services ("Agreement") is made and retroactively entered into on May 24, 2023, by and between the City of South Gate, a municipal corporation ("City"), and KOA Corporation, a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain a qualified provider for certain services relating to construction monitoring and inspection services; and WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of Eighty-Three Thousand Seven Hundred Dollars ($83,700.00) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the City Manager or his/her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.
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2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

3. TERM OF AGREEMENT. This Agreement is retroactively effective as of May 24, 2023, and will remain in effect for a period of one year from said date or until project completion, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

4. CITY AGENT. The Assistant City Manager/Director of Public Works ("Director"), or his/her designee, for the purposes of this Agreement, is the agent for City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.1 Consultant represents that no City employee or official has a material financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof, or 5116863.1-L235.0
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b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6. 1. above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of to race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the federal, state, and county and the City governrnents. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age. Consultant will take affirmative action to ensure that all employment practices, including those 5116863.1-L235.0
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of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for persoru'iel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b. Name and list as additional insured the City, its officers and employees. c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
e. Cover the operations of Consultant pursuant to the terms of this 5116863. l-L235.0
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Agreement.

6.6 Indemnification. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

6.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemni:[y, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license 5116863.1-L235.0
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shall be the sole responsibility of Consultant.

6.9 Consultant's Personnel.

6.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indemnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

6.11.2 This Agreement shall be construed without regard to the identity of the persons who dra:[ted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
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6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto. 6,13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment 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, sub- consultants and agents.

6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant.

6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City, Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy. 5116863.1-L235.0
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KOA Corporation

6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, dra:tting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Arturo Cervantes
AsSiStant City Manager/
Director of Public Works
8650 California Ave
South Gate, CA 90280
Email: [email protected]
TO CONSULT ANT:

KOA Corporation
Charles Stephan
Principal
2141 W. Orangewood Ave
Orange, CA 92868
Email: [email protected]
WITH COURTESY COPY TO:

City of South Gate
Yodit Glaze
City Clerks
8650 California Avenue
South Gate, CA 90280
Email: yglaze(,sogate.org
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6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

6.23 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and dra'fting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.

7. EFFECTIVE DATE. The retroactive effective date of this Agreement is May 24, 2023, and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page left blank intentionally.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAT,)
APPROVED AS TO FORM:

By:

Salinas, City Attorney
KOA CORPORATION:

By:

Charles Stephan, Principal
Dated:
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/2,238

EXHIBITA
1100 Corporate Center Dr., Suite 201, Monterey Park, CA 91754 T: 323.260.4703 l F: 323.260.4705 l www.koacorp.com

MONTEREY PARK ORANGE ONTARIO SAN DIEGO LA QUINTA CULVER CITY KIA
TO
Alan Galvan
Engineering Technician
City of South Gate
[email protected]
FROM
KOA Corporation ("KOA") appreciates the opportunity to submit to the City of South Gate for Inspection Seivices for the Inspection Services for Garfield Avenue and Century Blvd - Golden State Water Project.

KOA understands that the City of South Gate is requesting Inspection services for work pertaining to the Golden State Water Company improvements at Garfield Avenue and Centuiy Blvd. The project budget will include 75 working days of inspection (day time hours with some possible night work).

Mr. Chuck Stephan, PE
VP Director of CM Division
2141 W. Orangewood Ave
Orange CA 92868
T:323.260.4703
F:323.260.4705
C:310.525.0678
Construction Inspector 8 hrs/day x 75 days=8 hrs @ $135.00 = Preconstruction allowance = 20 hours @ $135 =
TOTAL=
$81000.00
$2700.00
$83700.00
We propose Mr. Gordon Roberts as our primary inspector for this project. We have alternate inspectors available if needed, including Mr. Dan Chapman.

RFP
Inspection Services for
Garfield Avenue and Century
Blvd - Golden State Water
Project
Chuck Stephan is the Management Contact for this contract. The contract is managed through the Orange Office at 2141 W. Orangewood Avenue Orange CA 92868 Phone:
714.573.0317; Fax: 714.573.9534; Email: [email protected]. Thank you for this opportunity to again offer our services to the City. Should you have questions, please contact me at 310.525.0678.

DATE
April 27, 2023
Sincerely,
KOA Corporation
Chuck Stephan, P.E.

Vice President. Director of CM Division
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KIA
GORDON D. ROBERTS

CONSTRUCTION INSPECTOR
Mr. Roberts has over 40 years of energetic, reliable strong commitment to professional work ethic, and diverse experience in progressively responsible positions from heavy equipment operator to superintendent to general engineering & building contractor including multiple trades contractor to project designer and inspector, and years of experience working as a paving and slurry contractor. Mr. Roberts interacts cooperatively at top management levels with input into planning, safety, goal setting, operations, policy decisions. and building code implementations. Mr. Roberts possesses authoritative knowledge of building codes and regulations, plan reading and interpretation, multiple trades and overall respected construction practices. Mr. Roberts interacts cooperatively with architects, engineers, general contractors, inspectors, other supervisors and the public. Mr. Roberts conveys excellent communication and interpersonal skills; interacts well with widely diverse groups; easily gains confidence and cooperation; additionally, bi-lingual utilization of his construction / conversational Spanish proves a strong field communication asset. Mr. Roberts has managed crews of 30+ stressing quality work and safety. Hired, trained, and developed crews to work independently with continued priority to safety situational awareness. He is fluent in Spanish.

ATP4 SRTS Improvement Project, Ontario, CA:

Mr. Roberts provided construction inspections on this ATP4 SR2S funded Sidewalk rehabilitation project in various areas throughout the City. Gordon provided full time inspections for the installation of PCC sidewalk, curb and gutter, ADA handicap ramps, driveways, fence and gate relocations, utility adjustments and relocations, flashing beacon, lighting, landscape, asphalt pavement improvements including cold mill and overlay, signing and striping at various locations throughout the City and other related work associated with this project. Gordon provided daily inspections and reports, verified quantities, coordinated with the contractor and soils testing, verified labor compliance and tracked all locations in each phase within the project boundaries.

EDUCATION
California State Contractor Trade
School & Licensing - General
(A)/Engineering (B)/ plus Specialty
Trades & Certifications
Operating Engineers, Local12-
Journeyman Training- Certified HAZ-
MAT Handling, Safety Management,
Equipment Operator for Infrastructure
Earthwork, Grade Checking & Plan Take-
off, Heavy Equipment Mechanica
Repair, Maintenance & Safety Practices.

Trade & College Courses -Drafting &
Plan Design, Metallurgy Safety, Welding,
Cutting & Compressed Gas Practices,
Basic Spanish
Law Enforcement Academy (San
Bernardino County) -Level II Reserve
OfficerTraining, Aviation Search &
Rescue Volunteer Training
EVOC - Emergency Vehicle Operations
Center Instructor Training
Heiser Helicopter Flight School- FAA
Rotor Pilot Training
Computer Software- Structure Studios:

Vrp3D Pool Studro & VuTerm, AutoCad,
MS Office Suites, Corridor:Asset
2016-17 CDBG Sidewalk Improvement Project, Corona, CA:

Mr. Roberts provided construction inspections on this CDBG Sidewalk rehabilitation project in various areas throughout the City. Gordon provided full time inspections for the installation of PCC sidewalk of about 55,000' square feet, approximately 600' Linear feet of curb and gutter, the construction of 8 ADA handicap ramps improvements, and miscellaneous asphalt improvements at various locations throughout the City and any other related work associated with this project. Gordon provided daily inspections and reports, verified quantities, utilized GPS for work locations, coordinated with the contractor and any soils testing, verified labor compliance and tracked all locations in each phase within the project boundaries.

CIP Project No. 17-16 - True Avenue Water System Improvement Project, City of Downey, CA:

Mr. Roberts provided City Inspection on this water line project that consisted of the rehabilitation and installation of a new 10" and 12" Ductile Iron Water Line mainline and services, fire hydrants, and all appurtenances, concrete improvements and asphalt improvements. He performed Daily Inspections and completed Daily Construction Reports, coordinated with the contractor and engineer, maintained project files and all other related duties /f 240

CITYMANAGER'SOFFICE
Item No. 12
AUG 0 2 2023
Cil of South Gate

CITY COUNCIL

AG-ENIDA BULL
For the Regular Meeting of: August 8, 2023
SUBJECT: AGREEMENT WITH w.c. ZIMMERMAN ENGINEERING, INC., FOR

TRAFFIC ENGINEERING SERVICES
PURPOSE: To approve an agreement for traffic engineering and staff augmentation services, to provide support to the Traffic Engineering Section.

RECOMMENDED ACTION: The City Council will consider:
a. Approving an Agreement with W.G. Zirnmerman Engineering, Inc., to provide traffic engineering and staff augmentation services for a two-year term, for an amount not to exceed $340,000; and
b. Authorize the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. The proposed Agreement covers as needed services which will likely cost approximately $170,000 annually. All costs are funded with Capital Improvement Program and Local Return (LR) Funds, development fees and encroachment permit fees.

Agreement CIP and
LR Funds
Development
Fees
Encroachment
Permit Funds
Total
Fiscal Year 2022/23 $130,000 $20,000 $20,000 $170,000 Fiscal Year 2023/24 $130,000 $20,000 $20,000 $170,000 Total $260,000 $40,000 $40,000 $340,000
ANALYSIS: The City Traffic Engineer now oversees the Traffic Engineering Section, which is responsible for Capital Improvement Program project management, development, and the Public Works counter operations, in addition to performing traffic engineering functions. To meet City and customer demands for service, the Public Works Department (Department) utilizes staff augmentation services for traffic engineering and support. Given the current demand, staff is in need of 20 hours of weekly service from a qualified Traffic Engineer to support traffic service requests and CIP project, development and encroachment permit reviews and plan check, as well as special projects that may arise. Such will provide the resources to complete the necessary reviews, in a timely fashion to avoid delays. The service will be provided based on need and on an hourly rate.
241
BACKGROUND: The City operates an extensive roadway network that provides the general public access to local and regional destinations. With approximately 125 miles of roadway, millions of vehicle trips are experienced in the City annually. The General Plan, Mobility Element has several goals for the roadway network such as reducing traffic congestion, improving mobility, safety, and improving transit as well as the bike network. The Public Works Department has a primary duty in accomplishing these goals. In addition to that, the Department is further responsible for the planning, design, construction, operation, and maintenance of the roadways network. The Traffic Engineering Section utilizes traffic engineers to meet its responsibility to the roadway network, for technical expertise and to meet Federal, State, and local laws. As such, the City is in need of a traffic engineering consultant to support the Engineering Division in the management of the roadway network. W.G. Zimtnerman Engineering, Inc., is recommended for the contract.

This recommendation is pursuant to a competitive selection process. A Request For Proposal (RFP) was released on May 11, 2023, to thirty-five consulting firms. On June 1, 2023, proposals were submitted by three firms. A panel comprised of City staff interviewed and ranked the consultants as a part of the selection process. The panel included the City Traffic Engineer and Senior Engineer. This qualification-based selection process weighed a number of factors such as, project manager experience, engineering team qualifications, experience on similar services, knowledge of City codes and procedures. Based on the ranking criteria, W.G. Zirnmerman Engineering, Inc., received the highest overall ranking from the panel.

The Traffic Engineer is supported by W.G. Zirnmerman Engineering, Inc., who has been in business for 28 years. They have staff with technical expertise in the traffic engineering field.

The company has municipal engineering experience. They provide a "One-Stop Shop" approach that offers a range of traffic engineering services in-house such as traffic system design services, plan check services, and inspection for traffic related projects.

ATTACHMENT: Proposed Agreement
JL:lc
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AGREEMENT FOR PROFESSIONAL SERVICES FOR TRAFFIC

ENGINEERING AND ST AFF AUGMENT ATION SERVICES BETWEEN THE CITY OF SOUTH GATE AND w.c. ZIMMERMAN ENGINEERING, INC.

This Agreement for Professional Services for Services ("Agreement") is made and entered into on August 8, 2023, by and between the City of South Gate, a municipal corporation ("City"), and W.G. Zimmerman Engineering, Inc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain a Consultant to perform Professional Services for traffic engineering and staff augmentation services, as provided herein; and WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of Three Hundred Forty Thousand Dollars ($340,000.00) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the City Manager or his/her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.
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2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

3. TERM OF AGREEMENT This Agreement is effective as of August 8, 2023, and will remain in effect for a period of two years from said date or until project completion, unless otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein. The term may be extended by one year with approval of the City Council.

CITY AGENT. The Assistant City Manager/Director of Public Works ("Director"), or his/her designee, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

4. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement.

Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

4.1 Consultant represents that no City employee or official has a material financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement. Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will imtnediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.1 Consultants represents that no City employee or official has a material financial interest in the consultant's business. During the term of this Agreement and/ or as a result of being awarded this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time 5116863.1-L235.0
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without cause by giving fifteen (15) days written notice to Consultant of such termination and speci:[ying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1. above.
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6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City governments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age.

Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.1 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property 5116863.1-L235.0
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damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b. Name and list as additional insured the City, its officers and employees. c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
e. Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemnification. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.

6.8.1 Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are 5116863.1-L235.0
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solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.

6.9 Consultant's Personnel.

6.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indemnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of persoru'iel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of 5116863.1-L235.0
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Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of Califomia without regard to conflict of law principles.

6.11.2 This Agreement shall be construed without regard to the identity of the persons who dra'Jted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment 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, sub- consultants and agents.

6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant.
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6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or coru'iected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been /0
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given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Arturo Cervantes
Assistant City Manager/
Director of Public Works
8650 California Ave
South Gate, CA 90280
Email: acervantes(,sogate.org
WITH COURTESY COPY TO:

City of South Gate
Yodit Glaze
City Clerks
8650 California Avenue
South Gate, CA 90280
Email: yglaze@,sogate.org
TO CONSULT ANT:

W.G. Zimrnerman Engineering, Inc.

Bill Zirnmerman
President / CEO
7812 Edinger Avenue, Suite 302
Huntington Beach, CA 92647
(714) 799-1700

6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

6.23 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.

7. EFFECTIVE DATE. The effective date of this Agreement is August 8, 2023 and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page le:[t blank intentionally.]
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Agreement for Professional Services
W.G. Zimmerman Engineering, Inc.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

BY:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:
l F. Salinas, City Attorney
w.c. Zimmerman Engineering Inc.,:

BY:

Bill Zimmerman, Principal/CEO
Dated:
5116863.1-L235.0
252

EXHIBIT A
253
June 1, 2023
City Clerk's Office
ATTN: Arturo Cervantes, PE
Assistant City Manager/Director of Public Works
City of South Gate
8650 California Avenue
South Gate, CA 90280
SubjeCt: Request far Proposal far TraffiC Engineering and PrOjeCt Management ServiCes Dear Mr. Cervantes:

We at W.G. Zimmerman Engineering Inc. (WGZE) are very excited to submit our proposal to provide Traffic Engineering and Project Management Services to the City of South Gate. This enthusiasm will continue as we perform work for the City of South Gate. We are a "S" Corporation, as well as a certified Small Business Enterprise (SBE) by the State of California, and a full-service Transportation/Traffic/Civil Engineering firm, recognized by Local, State, and Federal Agencies for providing quality professional engineering services.

As a focused and solely public-agency-serving civil and transportation engineering firm established in 1995, our company's mission is "o provide civil tmnsportation, and traffic engineeringserv/cm as wellas projectmanagementandstaffaugmentation servicm to amistpublic agencies achieve their goals". We are uniquely qualified to provide the City of South Gate Traffic Engineering and Project Management Services since we have real and relevant experience directly applicable to this service.

Our experience is very diverse, we have served as contract City Traffic Engineers, City Engineer, Interim Public Works Directors, City Project Managers, Staff Support, and City Construction Inspectors.

AS the proposed TraffiC Engineer, I bring OVer 30 years OftraffiC and transportation experience tO the City Of South Gate. MY experience includes acting aS the City TraffiC Engineer far the CitieS Of Signal Hill, La Mirada, and Seal Beach as well as the Interim City Engineer for the City of Norwalk.

Please address all correspondence concerning this proposal and items requiring contractual authority to my attention at the following address:

Bill Zimmerman, PE, TE, PTOE
President / CEO
Cell: 714-412-1597
E-mail: [email protected]
W.G. Zimmerman Engineering, Inc.
7812 Edinger Avenue, Suite 302
Huntington Beach, CA 92647
714-799-1700 I 714-333-4712 fax
I am the authorized signature tO contractually bind OF W.G. Zimmerman Engineering. We look Forward to discussing our qualifications in person. If you have any questions, please do not hesitate to contact me at 714-799-1700 ext. 100.

Respectfully submitted,
w.a. Zimmerman Engineering, Inc.,
Bill Zimmerm
President

PE, TE, PTOE
7812 Edinger Avenue, Suite 302, Huntington Beach, CA 92647 T: 714-799-1700 l F: 714-333-4712 lwww.wgze.com
/4254
Proposal: Traffic Engineering and Project Management 8ervices ',a' Table of Contents
1 - COMPANY OVERVIEW

1.1 History and Structure

1.2 Financial Status
2 - FIRM QUALIFICATION AND

2.1 Firm's Experience.

2.2 Similar Work Experience.

2.3 Relevant Project Experience.

2.4 Project References
3 #PROJECTSTAFFINGANDORGANIZATION

3.1 Project Manager / Firm Representative.

3.2 WGZE Staff
4 3.3 Staff Availability and Resumes
- PROJECT APPROACH 11

4.1 Tasks Associated with Capital Improvement Projects (CIP)

4.2 Tasks Associated with Traffic Operations and Analysis

4.3 Tasks Associated with Traffic Safety
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1- COMPANY OVERVIEW
W.G. Zimmerman Engineering, Inc. (WGZE) is a certified Small Business Enterprise (SBE) specializing in full-service traffic / civil / transportation engineering since the company's inception in 1995. The company's mission is: "Toprovidequalifitraffic, transportationandcivHengineeringservicesto localagencies, usingcommunifimfe7andsatisfaaionasourmeasuresofsuccem."WGZ)E specializes in:
* Traffic / Transponation Engineering
* Civil Engineering
* Municipal Engineering
* Project Management
* Staff Augmentation
* Funding Management
Since the Firm's inception, WGZE has or currently provides on-call civil/traffic/transportation services to various Southern California which include the cities of: La Mirada, Signal Hill, Norwalk, Downey, Thousand Oaks, Mission Viejo, Seal Beach, Stanton, Orange County Transportation Authority (OCTA), Western Riverside Council of Governments (WRCOG). The firm's founder, Bill Zimmerman, brings over 30 years of experience to the City. His experience includes working with various agencies for Contract City Traffic Engineer, roadway and intersection widenings, roadway reconstruction, off/on- ramp design, regiOnal traffiC Signal COOrdinatiOnl traffiC Signal design, fiber OptiC COmmuniCatiOn design, traffiC signal management syStemS, traffiC COntrOl, signing and striping plans, and funding management.

The Company was established in 1995 as a Sole Proprietorship and formalized as an "S" Corporation in 1999 in the State of California. Our contact information is provided below:

Corporate Offices: W.G. Zimmerman Engineering, Inc.

Firm President / CEO: Bill Zimmerman, PE, TE, PTOE
7812 Edinger Avenue, Suite 302
Huntington Beach, CA 92647
Phone: 657-845-9500 direct line i Fax: 714-333-4712
Email: w2zimmerman@wg,ze.com
Website: www.wgze.com
WGZE is certified as a Small Business Enterprise (SBE) by the State of California and various California Agencies including the LACMTA, Port of Long Beach, OCTA, and Caltrans. The firm's founder, Mr. Bill Zimmerman is a licensed Civil and Traffic Engineer. His experience in providing On- Call Engineering Services will be an asset to the City of South Gate. Our current staff level is comprised of 10 employees ranging from engineers, technicians, and administrative staff members.

W.G. Zimmerman Engineering, Inc. is a financially stable company with twenty-eight years (28) of providing civil, and traffic / transportation engineering solutions to local agencies. The firm credits its financial strength through Our implemented prOjeCt management program tO traCk BUDGETS and deliverables.

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2 FIRM QUALIFICATION AND EXPERIENCE
W.G. Zimmerman Engineering has provided "On-Call" and Project Specific Consulting Services to local agencies. We have an outstanding reputation for immediately responding to agency issues or emergencies such as traffic signal systems, legal depositions, neighborhood and community meetings, neighbOrhOOd traffiC management programs, traffiC safety and commission meetings, and funding assistance. W.G. Zimmerman Engineering, Inc. offers the following services:

La Mirada
The WGZE Team is uniquely qualified to provide On-Call Traffic Engineering Services to the City of South Gate. As Contract Traffic Engineers for local agencies, we are responsible for traffic signals and maintaining traffic signal systems, signal timing, traffic studies, warrant analysis, traffic calming programs, bikeways, parking lots, municipal projects, public workshops, community meetings, roadway and intersection design, funding
management, Caltrans coordination, plan review for development projects, traffic impact analysis reviews, traffic impact analysis reports, project management, and construction management and utility coordination. Since we work directly for cities as traffic engineers, we have firsthand knowledge of the potential issues which allows us to quickly respond with solutions to any possible problem that might occur. Since our work is entirely with local agencies, we understand the commitment to the City of South Gate in protecting public health and safety.

Seal Beach
WRCOG
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257
The following lists of projects are a selected listing of similar projects and do not represent the full capabilities of W.G. Zimmerman Engineering.

TRAFFIC ENGINEERING SERVICES

SIGNAL HILL, CA
Serves as City Traffic Engineer and as-needed traffic engineering services which include: city-wide signing and striping plans, speed zone studies, traffic studies, plan and study review, development coordination, traffic signal plans, roadway alignment plans, traffic signal coordination and timing plans, Caltrans Coordination, city
representative, Federal and State grant funding
applications, and grant funding management.
* Traffic Signal Timing and Coordination
* Traffic Signal Communication Design
* DiscoveryParkParkingAnalysis
* City-wide Circulation Analysis
* City-wide speed survey (2004, 2009, 2016, 2021) * 23rd Street One-way to Two-way Street Conversion * Traffic Control Plan Review
@ TrafficStudiesReviewincludingVMTAnalysis
* SupportforNeighborhoodTrafficClaiming

OWNER NAME
City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755

CONT ACT
Thomas Bekele, PE
Director of Public Works
562-989-7355
[email protected]
YEAR
2004 - Present

KEYSTAFF
Bill Zimmerman
Christopher Cordero
Michael Brust
Antonio Magaria
Jonathan Bui
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258

ON-CALL TRAFFIC ENGINEERING SERVICES

SEAL BEACH, CA
Our On-Call Traffic Engineering Services includes;
represent the City as Traffic Engineer, traffic engineering, municipal engineering, traffic studies, City-Wide Speed Zone Studies, traffic signal management, stop sign warrants, traffic calming programs, traffic signal warrants, funding application/management, Consultant
Management, City Council and Planning Commission
attendance, and public forum/workshop attendance.
* College Park West Neighborhood Traffic Calming
* McGaugh Elementary School Traffic Calming
* Safety Investigation and analysis
@ Ocean Avenue Boardwalk Bike/Pedestrian Facility
Signing and Striping
* Rossmoor Shopping Center Development
* Bixby Retail Development
* 4'h Street and Central Avenue Traffic Circle
* 5'h Street and Marina Drive Roundabout
* Gateway Commercial Development
* PCH and 2nd Street Development Mitigation
Measures
* Beach Parking Analysis

OWNER NAME
City of Seal Beach
211 8th Street
Seal Beach, CA 90740

CONT ACT
Iris Lee, PE
Director of Public Works
562-431-2527 x 1322
ilee@sealbeachca.!ov
YEAR
1996 - Present
Key Staff
Bill Zimmerman
Christopher Cordero
Michael Brust
Antonio Magaria
Jonathan Bui
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259

ON-CALL TRAFFIC ENGINEERING

LA MIRADA, CA
Serves as City Traffic Engineer and as-needed engineering services which include: city-wide signing and striping plans, speed zone studies, traffic studies, plan and study review, development coordination, traffic signal plans, roadway alignment plans, traffic signal coordination and timing plans, Caltrans Coordination, city representative, Federal and State grant funding applications, project and grant funding management.

Projects:
* lmperialHighwayCorridorTrafficSignalUpdateatFirst
Street and Biola Avenue
* Ratliff Street and Woodridge Avenue Stop Sign
Warrant
* Mayes Drive and Golden Lantern Road Traffic Calming Analysis
* Rosecrans Avenue and Castello Road Sight Distance Analysis
* Firestone Boulevard Striping Plan

OWNER NAME
City of La Mirada
15515 Phoebe Avenue
La Mirada, CA 90638

CONT ACT
Mark Stowell. PE
Director of Public Works
562-902-2385
mstowell@cityoflamirad
YEAR
2022 - Present
Key Staff
Bill Zimmerman
Christopher Cordero
Michael Brust
Antonio Magaria
Jonathan Bui
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260
Provided below are W.G. Zimmerman Engineering, Inc. Agency References. Additional references are available.

W.G. ZIMMERMAN ENGINEERING, INC. REFERENCES
Agency Contact Telephone/ E-Mail Description ofServices Glen w.c. Kau,
City of Norwalk City Engineer
(562) 929-5719
[email protected]
Interim City Engineer
Services
City of Downey
Edwin Norris,
Interim Public
Works Director
(562) 904-7109
[email protected]
On-Call Civil & Traffic
Engineering Services
City of Signal
Hill
Thomas Bekele,
Director of
Public Works
(562) 989-7356
[email protected]
On-Call Civil & Traffic
Engineering Services
City of Seal
Beach
Iris Lee,
Director of
Public Works
(562) 431-2527 x 1321
[email protected]
On-Call Civil & Traffic
Engineering Services
City of La
Mirada
Mark Stowell,
Director of
Public Works
(562) 902-2385
[email protected]
On-Call Traffic
Engineering
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3 PROJECTSTAFFING ANDORGANIZATION
W.G. Zimmerman Engineering's Project Manager and Firm Representative will be Mr. Bill Zimmerman, PE, TE, PTOE. He has over 30 years of experience in providing on-call services to local agencies. Recently, Mr. Zimmerman served as the Interim City Engineer for the City of Norwalk over the past 5 Years. As the City Engineer, he was responsible for managing the CIP from Design to Construction. These projects included the roadway widenings, intersection widenings, pavement rehabilitation program, traffic signal upgrades and operations, METRO funding, and ROW acquisitions.

Extensive LomlExperience verb PubHc &Private Clierds His on-call experience includes working with the cities of Norwalk, Downey, Pasadena, South Pasadena, La Mirada, Long Beach, Cypress, Signal Hill, Seal Beach, Westminster, Garden Grove, Newport Beach, Irvine, Anaheim, Fullerton, Yorba Linda, Mission Viejo, Lake Forest, Norco, Lake Elsinore, and Chino. In addition, the Los Angeles Flood Control District, Orange County Flood Control district, OCTA, METRO, WRCOG, and Norwalk Transit. Many of these on-call contracts included roadway design, traffic signal design, turn-out bays, storm drain facilities, ROW acquisition, funding, and staff support.

ProiectManagement$le
Mr. Zimmerman began his career designing and producing bid documents for traffic signals, freeways, roadways, storm drain systems, water and sanitary sewer systems, and construction inspections. This experience has given him a strong knowledge base on managing projects from a state, federal, and local level. As a Project Manager, he is "Hands-on" and is intimately involved in the prOjeCt design, including lending a hand in the design, Writing SpeCifiCatiOnS, and developing COSt estimates. His belief is that the more information provided to staff, the better the project understanding and the better quality of product.

RecentRelevant Work
Currently, Mr. Zimmerman serves as the "As-Needed" City Traffic Engineer to the cities of Signal Hill and Seal Beach and previously served as interim City Engineer to the City of Norwalk along with providing staff support to various Southern California Agencies on an "As-Needed" basis. In addition, he is providing design review to Orange County Transportation Authority, Western Riverside Council of Governments, Seal Beach (OC405 Freeway Widening), and development projects within Signal Hill and Mission Viejo; as well as, support to the City of Norwalk.

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22.262
Mr. Christopher Cordero, PE will represent the W.G. Zimmerman Engineering Team as the Senior Project Engineer for this contract. Mr. Cordero has over twenty years of experience in civil, transportation, traffic, and municipal engineering projects. He has worked on a variety of roadway rehabilitation projects, bikeways (Class I and II), intersection widening, roadway widening, drainage projects, and traffic related piojects. His experience includes; pavement design, signing and striping plans, traffic staging plans, bridges, retaining walls, hydrology and hydraulic reports, drainage design, intersection widening, traffic signal operations, traffic signal design, and Caltrans PS&E.

Mr. Michael Brust will be the WGZE Team's Project Engineer. Mr. Brust has over 7 years of experience as a Project Engineer at WGZE. Projects he has worked on include Westminster Residential Area Improvements, Stanton Citywide Improvement Projects For fiscal years 2013-14 and 2014-15, Santa Rosalia Roadwaylmprovement Project For the City or Stanton, Bridge Retrofit and Roadway Improvements for the City of Huntington Beach, Survey and Legal Descriptions for Foster Channel in the City of Norwalk, provide On-Call traffic engineering assistance for the City of Signal Hill, and interim inspection services For the City of Carson.

Mr. Antonio Magaria will serve as a Senior Design Engineer for this contract. Mr.

Magaria has 6 years of experience as a Senior Design Engineer. His projects include:
traffic studies, roadway design, traffic signal plan reviews/design, and traffic synchronization project management.

Mr. Jonathan Bui, EIT will serve as a Design Engineer for this contract. Mr. Bui has O.5 years of experience as a Design Engineer. His projects include: traffic studies and roadway rehabilitation.

W.G. Zimmerman Engineering proposes
two Key Staff Members: Bill Zimmerman
as Project Manager and Christopher
Cordero as Senior Project Engineer.

Michael Brust, Antonio Magaria, and
Jonathan Bui will provide support as
needed.

KeyStaff Role Availability
Bill Zimmerman Traffic Engineer 40o/o
Our project manager and all key staff assigned to this project will remain throughout the project and will not be changed during the course of the project unless otherwise approved by the City. Resumes for our key staff are provided on the following pages and highlight each team member's project role, education, licenses and certificates, fields of expertise, and relevant experience.

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:J 263

BILL ZIMMERMAN, PE, TE, PTOE
Traffic Engineer
Mr. Zimmerman has over 30 years of experience in transportation and municipal engineering projects. His professional experience includes highway/arterial plannin@ and design, commuter/heavy rail planning and design, local street design, municipal engineering, transit station design, traffic management and operation systems, ITS and communication system design, and traffic studies. Mr.

Zimmerman has also provided project management, project engineering, and design of several state and local
highways/roadway projects. His Federal funding management experiences includes: HBRR, STPL, HES, IMD, SRTS, Seismic, Discretionary, and ARRA, HSIP, and BTA. He has served as Interim City Engineer, Public Works Director, City Traffic Engineer, and provided City Staff Support
Interim City Engineer, Norwalk, CA. Interim City Engineer responsible For City Staff management, developing 8-year CIP, City representative, Funding Manger, project management, consultant management, Design ReVieW, traffiC engineering and support, CIP management. As Interim City Engineer, responsible for City issues, attending and presenting at City Council and Commission meetings, attending publiC WOrkShOpS, and represent City at inter-agency meetings. In addition, responsible for seeking Federal and State fundingfor CIP projects from Caltrans and MTA.

Contract TraffiC Engineer, Signal Hill, CA. Contract TraffiC Engineer far the City. Responsibilities include: City - Wide Speed Zone Studies, project studies, traffic studies, development studies, public preSentatiOnS, plan reVieWSI Stud)/ reVieWSl traffiC signal management, traffiC Signal design, Consultant Management, signing and striping plan, stop sign warrants, signal warrants, lead traffic safety committee, funding management, resident interface, neighborhood traffic calming programs, City Council and Planning Commission attendance, and public forum presentations.

Contract TraffiC Engineer, Seal BeaCh, CA. Contract TraffiC Engineer far the City. Responsibilities include: City-wide Speed Zone Studies, project studies, traffic studies, development studies, public presentations, plan reviews, study reviews, traffic signal management, traffic signal design, Consultant Management, Signing and Striping plan, Step Sign WarrantSI Signal WarrantSl funding management, resident interfacei neighbOrhOOd traffiC Calming PROGRAMS, Cite COunCil and Planning Commission attendance, and public forum presentations.

Firestone Bridge, Norwalk, CA. Project Manager for the design of the storm drain and street lighting for the widening of Firestone Bridge. Mr. Zimmerman was also responsible for the preparation of the request for authorization which included project Preliminary Engineering (PE), ROW, and Construction Obligation through Caltrans District 7 Local Assistance. The project was funded through the Highway Bridge Program (Federal).

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264

CHRISTOPHER CORDERO, PE
Senior/'rojectEngineer
Mr. Cordero has over fifteen years of experience in transportation, traffic, and municipal engineering projects. He has worked on a variety of roadway rehabilitation projects, bikeways (Class I and Class 11), intersection widening, roadway widening, drainage projects, and traffic related projects. His experience includes pavement design, signing and striping plans, traffic staging plans, bridges, retaining walls, hydrology and hydraulic reports and computer simulations, drainage design, intersection widening, traffic signal operations, traffic signal design, and Caltrans PS&E.

Mr. Cordero has recently served as Staff Support to the City of South Pasadena providing design and plan check services. In addition, within the last Few years, Mr. Cordero has provided Staff Support to the cities of Carson, South Pasadena, Costa Mesa, Lawndale, and Seal Beach.

Jamboree Road and Barranca Parkway Intersection Improvements, Irvine, CA. Senior Project Engineer for the modification of the existing traffic signal from a split phase On Barranca Parkway tO an eight-phase operation, relocation Of the WeSt signal pole, coordination with SCE for the location of the mast arms under High Voltage wires, hydrology analysis, storm drain design, and coordinate signal timing with the cities of Irvine and ruStin.

Cherry Avenue Offset Traffic Signal at 20th Street, Signal Hill, CA. Senior Project Engineer for developing concept and final construction plans for an offset intersection traffic signal. This project was federally funded through the HSIP grant program and was man dated to adhere to the federal requirements for design and construction. The traffic signal is located adjacent to Jesse Nelson Middle School and provides two separate school crossings on Cherry Avenue. Coordination with the City of Long Beach was required to develop signal timing.

Woodruff and Via Amorita High-Intensity Activated Crosswalk (HAWK) Beacon, Downey, CA. Project Engineer for the design of a HAWK traffic signal (HSIP Grant) adjacent to Doty Middle School. To determine the pedestrian walk interval a pedestrian study was conducted to determine the number of students within a platoon crossing Woodruff Avenue. Timing was then developed and entered into the controller utilizing HAWK soffware developed by Wapiti Micro Systems. The project included traffic counts, timing, signal design, ADA ramps, SCE coordination, and Caltrans Request for Authorization coordination for construction.

Huntington Beach Bridges sub to Biggs Cardosa Associates, Huntington Beach, CA. Senior Project Engineer far the rehabilitation Of the pavement, SideWalkS, utility relocation, and curb and gutter for five (5) bridges (Warner Avenue, Brookhurst Street, Magnolia Street, Admiralty Drive, Humboldt DriVe) Within the Citd. In addition, the prOjeCt required Stage COnStruCtiOn tO manage the ingreSS and egress of traffic from the adjacent neighborhoods. Traffic control included designing temporary traffic signals to allow one-way traffic during construction.

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4 PROJECT APPROACH
We at W.G. Zimmerman Engineering HaVe served aS the City Contract TraffiC Engineer tO various Southern California Agencies as well as staff augmentation includes serving as City Engineer, Interim Public Works Director, Senior Civil Engineer, Associate Engineer, Assistant Engineer, and Inspector.

This experience provides the City of South Gate with a team well versed in City operations and protocols, and a thorough understanding of City internal operations.

As Staff Augmentation and Traffic Engineers to local agencies, our services included managing the City CIP. We have two approaches to Engineering CIP projects;

1. Small and fast turnaround projects are coordinated with City Staff and performed in-house (City staff, WGZE staff, or a combination)

2. Larger prOjeCtS With OutSide funding reSOurCeS are either SeleCted though an "On-Call" Services or through a Project RFP process (depends on funding type).

Projects are selected based upon funding fiscal year or sources and/or available funding. As the City Engineer in the City Of NOrWalk, We were able tO reduce a 7-year baCklOg using thiS methOdOIOgy.

Project Plans - Project plans will be developed using the most current City, County of Riverside, Caltrans, APWA, or other source(s) criteria. Criteria varies based upon the funding type. For the most part, Caltrans and California Manual for Uniform Traffic Control Devices (CA MUTCD) standard plans and manuals are used for traffic signals, striping and signing, lighting, and other traffic related projects.

Manage Design Consultants - Since we have design experience, our management and plan reviews for the project focus on the constructability of the project within the project timelines. We know how long each taSk shall take tO complete along with the critical elements Of the project. We enCOurage the designers to meet the designated due dates and ensure timely reviews by the City to keep the prOjeCt On traCk. Our metHOdOIOgd SerVed the CitieS Of Signal Hill and NOrWalk tO meet CritiCal funding deadlines.

Design Coordination - The key to project design is utility coordination. This has to occur at the beginning, midway, and near the final project plan completion. Emphasis is applied to whether the utility has prior rights or in franchise. If under franchise, thought must be given to the utility relocation timeline and the impact to the construction schedule. Many projects cross jurisdictional boundaries. Caltrans and flood control districts are two agencies that must be included early on in the design process. Coordination meetings will be set prior to the start of projects. It will be an all HANDS meeting With all identified agenCieS and utilitieS. AS the prOjeCt prOgreSSeS, mane Of the agencies will drop off due to no conflicts or issues addressed early on.

Prepare and Review Detour, Traffic Control, and Construction StaginB Plans - Plans will be based upon project needs, adjacent arterials to move traffic without impacting residents, and construction needs. These construction plans will follow the CA MUTCD, Caltrans, and APWA criteria.

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AS City TraffiC Engineers tO local agencies, We haVe developed alternatives baSed upon public, Staff, and political bodies comments. The KEY difference with WGZE is that we listen to the community. We collect information and comments, then prepare a response to each based upon traffic engineering principles and standards. Our presentation is based upon years serving as City Traffic Engineers to local agencies. This includes key buzz word avoidance, present in layman terms, and provide reasonable responses in a non-confrontational manner.

Caltrans Support Documents - We have worked with Caltrans on behalf of Local Agencies for Encroachment Permits, and other State mandated documents. Our experience includes District 8 - San Bernardino/Riverside, 7 - Los Angeles, 11 - San Diego, and 12 - Orange County.

Traffic Impact Report and Traffic Feasibility Studies and Reports - Review and preparation of studies and reports will Follow the City's criteria. Caltrans has a standard format for these types of studies and reports. All other studies will follow the City and the Institute for Transportation Engineer's (ITE) criteria.

Transportation Demand Modeling - Transportation Demand Modeling will follow the criteria set up by SCAG, County, and WRCOG.

Traffic Signal Synchronization and Simulation Models - WGZE manages the County-Wide corridor synchronization program for OCTA. Additionally, we perform these types of models for agencies that we are Contract Traffic Engineers. We use SYNCHRO and SimTraffic software. The software provides information to upgrade signal timing plans corridor timing enhancements, including cycle lengths to optimize peak period traffic movement and change in Level of Service. We use a combination of floating car and GPS related software for the before and after studies. Both the SYNCHRO and SimTraffic provide detailed information to address roadway and intersection delay, capacity, and origin and destination studies.

Conceptual Designs - Conceptual designs such as roundabouts will be designed based on criteria presented by the TRB, FHWA, and Caltrans. Our approach tO SuCh designs Shall consider existing traffic patterns, pedestrian/bicycle movements, available right-of-way, accommodating truck/emergency vehicle turning movements/access, and drainage. SYNCHRO will be used to model the design to review traffic operations as well as assess the design for possible improvements.

Roadway Reconfiguration and Alternatives - Since we are well versed in civil engineering design, we understand hOW the traffiC operations and roadway design fit together tO enhance through put and increase CapaCity. USing SYNCHO aS a design tOOl allows US tO quiCkld aSSeSS eaCh alternative far optimal operations.

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Parking Demand Studies - ITE Parking Generation manual and Urban Land Use Shared Parking manual to determine parking demand for projects. For existing facilities, we use Counts Unlimited to collect parking occupancy daily and weekends. Then data is compared to both manuals to determine a parking demand factor. This factor is used as a reference for any potential or reuse development.

The results of these studies provide a range of reasonable parking demand. This is then compared to the development attraction. An example would be a park expansion without any new amenities versus a park with upgraded or additional amenities. The attraction would be higher for the later causing additional parking demand.

City-wide traffic safety is a concern to the residents, City Council, and the Police Department.

Through our services to local agencies as traffic engineers, we have the experience to address safety concerns and provide creative solutions. The CA MUTCD requires engineering studies to be performed on any safety enhancements related to roadways. It also sets the criteria for the studies.

The purpose of these studies is to identify the actual safety problem and recommend solutions that are approved by the CA MUTCD as traffic control devices.

Following this methodolo§ ensures the City is insurable and provides a legal basis for the installation of any safety measures.

The CA MUTCD recommends quantifiable engineering judgement for the development of public traffic control devices installation. We follow these recommended study components in our study and evaluation of safety concerns. Our process is provided below:
* Data Collection: traffic and pedestrian (including bike) counts, speed data, accident history, exiting rOadWaJ geometry, existing signing and striping, and Other relevant information focused on the safety concern.
* Field Review: conduct field review with photographs * EvaluationandAnalysisoftheData
* Develop safety enhancements and measures.
* Prepare Traffic Memorandum.
* Presentfindingsinapublicforum.

City Traffic Engineering Services - Since we have served as City Traffic Engineers from 1995 to present for the cities of Signal Hill, La Mirada, Seal Beach, Mission Viejo, Norco, and Lawndale, we provide the City of South Gate with a City experienced Traffic Engineer well versed in communicating with the public, pollical bodies, and representing agencies at public functions.

We provide support to the city for litigation regarding health and safety for litigation, but we also assess the City's infrastructure and recommend safety enhancements. Additionally, we seek various types oT funding to support these recommendations including Federal, State, and County programs.

T7:871l24E7d9in9fflelr7AOvoer: uFe,7Slu4ite3333(24,7Hlu2ntliWnWgtWonwBgezea.cChO,mCA 92647 Page i 13
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w.a. Zimmerman Engineering, Inc.

City of South Gate Billing Rate Schedule
Classffication
Project Manager/Traffic Engineer (Registered)
Senior Project Engineer (Registered)
Project Engineer
Senior Design Engineer
Design Engineer
Administration/Office Support
Non-Labor Expenses
Printing
Reproduction (Blue lines)
Other Expenses (such as sub-consultants,
outside services or special equipment needs)
*Rates will be valid for the duration of the contract.

T7:87ll24E7d9in9fflelr7AOvOen, uFe,7Slu4ite3333(24,7Hlu2ntliwnWgtWonwBgeZea.cchO,mCA 92647 Rate
$ 190.00/Hr
$ 170.00/Hr
$ 155.00/Hr
$ 130.00/Hr
$ 125.00/Hr
$ 95.00/Hr
Cost plus 5%
Cost plus 5o/o
Cost plus 5%
269
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270
CITYMANA8ER'S OFFICE
AUG fl2 2023 Item No. 13
Ciffl of South Gate

CITY COUNCIL

AGENDA BNLL
For the Regular Meeting of: August 8, 2023
Originating Department: Parks & Recreation
Steve Costley
Department Director:

SUBJECT: AGREEMENT WITH Z&K CONSULTANTS, INC., FOR

CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE CONSTRUCTION OF SG PARK FENCE PROJECT, CITY PROJECT N0. 550-PRK PURPOSE: To award a professional services agreement to Z&K Consultants, Inc., ("Z&K") to provide construction management and inspection services related to the SG Park Fence Project, City Project No. 550-PRK ("Agreement").

RECOMMENDED ACTIONS: The City Council will consider:
a. ApprovinganagreementwithZ&KConsultants,Inc.,toprovideconstructionmanagement and inspection services for the construction of the SG Park Fence Project, City Project No. 550-PRK, in an amount not to exceed $82,755, which includes a 10% contingency; and b. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: There is no fiscal impact to the General Fund. The proposed Agreement is fully funded through Community Development Block Grant ("CDBG") funds allocated within the Fiscal Year 2023-24 budget.

ANALYSIS: The SG Park Fence Project, City Project No. 550-PRK ("Project") is in the Capital Improvement Program and was advertised for construction bids with the anticipated request for award by the City Council at the August 22, 2023, meeting. The Project is expected to take 4- months, beginning in early October 2023.

In order to manage construction and ensure compliance with design and construction plans, the City engages services of a third-party construction management firm. Such firms also provide inspection services as the project unfolds to ensure compliance with contract drawing and construction codes, thus saving staff time.

A Request for Proposal was issued in May 2023, for construction management services, and Z&K was the highest ranked consultant. The fee proposal of $75,232 is reasonable and within the acceptable industry standards for construction management services. Staff is requesting a contingency authority of $7,523 orlO% for a total authorization of $82,755 due to unforeseen field conditions that may require additional inspections or a longer time period for services for the construction pro)ect.
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BACKGROUND: The Project proposed improvements include the replacement of the chain link fence fabric for the tennis courts, swim stadium, and several of the baseball fields. The construction will also include replacement of all fencing and backstops for baseball fields #l thru #4 and the "Large Quad."
On May 24, 2023, a Request for Proposal ("RFP") was released to qualified consulting finns. On June 29, 2023, the following proposals were submitted to the City Clerk's Office:

Consultant Fees
Z&K Consultants, Inc. $75,232
Ladayu Consulting Group $70,550
KOA Corporation $77,848
A panel comprised of three members (Director of Parks and Recreation, Park Superintendent and Recreation Supervisor) reviewed the proposals and interviewed all three consulting firms. This qualification-based selection process weighed several factors such as project manager and team qualifications, experience on similar projects, and understanding of technical issues. Based on the ranking criteria, Z&K received the highest rank by the panel.

Z&K provides the following benefits to the Project:
* Experienced Consulting Firm - Z&K is a Civil Engineering firm established in 2009 with 28 employees. Z&K specializes in the provision of construction management, construction inspection, plan review, project management, and other civil engineering services. Z&K has successfully delivered over 32 park projects for cities such as San Bernardino, La Quinta and Tustin.
* Qualified Staff - The selected construction manager is a registered Civil Engineer and has more than 32 years of experience and has worked on over 20 municipal community park projects. The construction inspector has over 28 years of experience and has worked on more than 15 municipal community park projects.

The proposed Agreement offers the services needed for construction including administration, construction management, inspection, labor compliance, materials testing and utility coordination.

Construction is planned to start in October 2023 and is scheduled to be completed in 90 days.

ATTACHMENT: Proposed Agreement (including Scope of Work and Fee Proposal) 2 272

AGREEMENT FOR PROFESSIONAL SERVICES FOR CONSTRUCTION

MANAGEMENT AND INSPECTION SERVICES FOR THE SG PARK FENCE PROJECT, CITY PROJECT N0. 550-PRK BETWEEN THE CITY OF SOUTH GATE AND Z&K CONS{JLTANTS, INC.

This Agreement for Professional Services for Construction Management and Inspection Services for the SG Park Fence Project, City Project No. 550-PRK ("Agreement") is made and entered into on August 8, 2023, by and between the City of South Gate, a municipal corporation ("City"l and Z&K Consultants, Inc., ("Z&K") a California Corporation ("Consultant"). The City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECITALS
WHEREAS, City desires to retain a qualified provider for certain services relating to Construction Management and Inspection Services; arid
WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and WHEREAS, based on such representation, City desires to contract with Consultant to perform the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of Seventy-Five Thousand Three Hundred Twenty- Three Dollars ($75,323) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the City Manager or his/her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects.

Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.

2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory perfornnance by Consultant of its obligations under this Agreement.

3. TERM OF AGREEMENT. This Agreement is effective as of August 8, 2023, and will remain in effect through December 31, 2024, unless otherwise expressly extended and agreed to by botli Parties in writing, or terminated by either Party as provided herein.

4. CITY AGENT. The Director of Parks & Recreation ("Director"), or his/her designee, for the purposes of this Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

5. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Consultant under this Agreement. Consultant further represents that in performance of this 3 273
Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.

5.1 Consultant represents that no City employee or official has a material financial interest in Consultant's business. During the term of this Agreement and/or as a result of being awarded this contract, Consultant shall not offer, encourage, or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof.

In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the total amount of its costs as of the termination date. In no event shall the amountpayable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection

6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work perfomied. In ascertaining the value of the work performed up to the date of temiination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Consultant, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6. 1. above.

6.3 Non-Assignability. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital stahis, family/parental status, or veteran/military status, in the performance of its services and duties 4 274
pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City goyernments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age. Consultant will take affumative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices iiiclude, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4. l above sliall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement.

City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discrirninatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injuiy to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City. b. Name and list as additional insured the City, its officers, and employees. c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
e. Cover the operations of Consultant pursuant to the terms of this Agreement.

6.6 Indemnification. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.

6.7 Compliance with Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.
5 275

6.8.1 Consultantshallbeanindependentcontractorandshallhavenopowertoincuranydebtorobligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harnnless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.

6.9 Consultant's Personnel.

6.9.1 AllservicesrequiredundertheAgreementwillbeperformedbyConsultant,orunderConsultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all persoiu'iel engaged in perfoiming services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indemnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

6.11.2 This Agreement shall be constnied without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any nile of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

6.11.3. Thearticleandsection,captionsandheadingshereinhavebeeninsertedforconvenienceonlyand 6 276
shall not be considered or referred to in resolving questions of interpretation or constniction.

6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constihite an agreement which shall be binding upon all Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services.

Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment 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, sub-consultants, and agents.

6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such conection shall be made by City, and the cost thereof shall be charged to Consultant.

6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon temiination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future.

No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Atnendments. This Agreement constihites the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or 7 277
information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Steve Costley
Director of Parks & Recreation
4900 Southern Avenue
South Gate, CA 90280
Email: scostley(2Asogate.org
TEL: (323) 563-5494
WITH COURTESY COPY TO:

City Clerk's Office
Yodit Glaze
City Clerk
8650 California Avenue
South Gate, CA 90280
Email: velaze(2"b.sogate.org
TEL: (323) 563-9510
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TO CONSULTANT:

Crystal Fraire, PE, President
Z&K Consultants, Inc.
473 E. Carnegie Drive, Suite 200
San Bernardino, California, 92400
Email: cfraire(z-t:zandkconsultants.con'i
Tel: (951) 310-7470

6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

6.23 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.

7. EFFECTIVE DATE. The effective date of this Agreement is August 8, 2023, and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement. [Remainder of page left blank intentionally.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

BY:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

By:

Raul F. Salinas, City Attorney
Z&K CONSULTANTS, INC.:

BY:

Crystal Fraire, PE, President
Dated:
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CITYMANAGER'S OFFICE
AUG 02 2023 Item No. 14
City of South Gate

CITY COUNCIL
AGENDA aT[LL
For the Regular Meeting of: August 8, 2023
Originating Department: Human Resources
Department Director:
n Hamilton
City Manager: e'
Je ers
SUBJECT: APPRO G A THREE- YEAR AGREEMENT WITH NEOGOV FOR AN

AUTOMATED HUMAN RESOURCES MANAGEMENT SYSTEM
PURPOSE: To approve an agreement with NEOGOV to provide human resources management programs, Onboard, Learn, and Perfortn, and to authorize the Director of Human Resources to sign the agreement.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving the three-year agreement with NEOGOV for a total of $146,493.30, which will be paid in three installments of $35,966.80 on or after July 1, 2023, $46,730.60 on or after July 1, 2024, and $63,795.90 on or after July 1, 2025, and b. Authorizing the Director of Human Resources to sign the agreement with NEOGOV in a form acceptable to the City Attorney.

FISCALIMPACT: The cost for the City's NEOGOV for Fiscal Year 2023/2024 is $49,749.83, which is $16,898.17 less than the $66,648 appropriated in the Fiscal Year 2023/2024 Adopted Budget.

ANALYSIS: The City has used NEOGOV's Insight software for years, which provides assistance in the ability for the Human Resources staff to track applicants efficiently, who apply for a job through NEOGOV's governmentjobs.com job posting platform. As candidates apply, Insight pre-screens the candidates and is capable of autoscoring them to highlight the best applicants. It also allows the City to maintain transparency in the hiring process and to streamline communication for both the applicant and Human Resources through an online, self- service portal. This online, self-service portal saves time by giving applicants the ability to check the status of their application and to monitor where they are in the application process, provide direct email communication to the applicant in their job seeker inbox, provide the applicant a complete application history for all jobs for which the applicant has applied, and permit applicants to quickly apply for multiple jobs by using data already inputted in their profile. Insight has proven to be an invaluable tool to increase the ability of Human Resources to process job recruitments efficiently.
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As part of the Februaiy 2022 Human Resources Assessment, several recommendations were provided as to how to improve the delivery of human resources services, which included, but are not limited to, implementing integrated computer-based systems, implementing self-service systems so that employees can access personal information, revising and revamping the perfortnance management systems, reinstitute and revamp the Cit's onboarding program, contracting with an online vendor to provide just-in-time employee training, and implementing Citywide supervisory training for current and aspiring supervisors.

To meet these goals stated in the Human Resources Assessment, the Human Resources Department explored additional options to more efficiently engage applicants and employees in the human resources process with NEOGOV. While NEOGOV offers a full suite of human resources related software programs, three of their programs fit the needs of the organization as stated in the assessment: Onboard, Learn, and Perform.

The Onboard program enables new hires to become more productive from their first day on the job by streamlining new hire paperwork, processes, and training. With Onboard, it also permits the City to share its organizational values and mission with new hires, reinforce their job duties, assign to them mentors, and schedule check-ins to complete the necessary steps to be completely onboarded in the hiring process. For example, through Onboard, new hires will complete the I-9 and W-4 forms online in minutes, sign forms using their mouse, and allow them to complete their new hire checklist online prior to their first day. Each new hire will have access to a self- service portal, which can be configured to provide interactive social collaboration, questions and answers, documents, trainings, and videos.

NEOGOV's Learn module, provides a learning management system that eliminates the administrative burden of managing multiple employee training programs by providing centralized online platform designed for the specific needs of the City. It allows the simplification of the training process and reduces barriers to learning, in a system that is easy to use for both employees and managers. The Learn modules comes with over 1,500 courses, a course-builder with an easy-to-use intuitive interface, and the ability to add classroom trainings and track employee license and certification renewals specific to the needs of the City. This can also be used to provide mandatory supervisory training for current employees and optional training to aspiring supervisors. The Learn module integrates with the Onboard module to assign training to new hires. It will also provide email reminders to employees and supervisors when training, licenses, or certificates will need to be renewed, track the employee's course completion, and monitor individual and department progress. The Learn module increases productivity, ensures compliance, and mitigates risk.

The final module, Perform, integrates with the Insight, Onboard, and Learn modules, and is a performance management software package that tracks employee performance and provides constructive feedback to build a more capable workforce. It provides the ability for supervisors to timely prepare performance evaluations, is customizable for each department, and allows multiple supervisors to easily collaborate on a single evaluation. It will convert the current paper- driven processes to an electronic-driven process that increases efficiency. It allows for continuous communication with employees by providing manager feedback and goal tracking through email notifications, mobile or desktop journals, and scheduled and recurring reminders. 2 282
Supervisors are able to complete joutnal entries throughout the year to document perfoimance and refer back during performance reviews. The Perform module will ensure that supervisors and managers are timely reviewing the perfortnance of their employees, providing them with constructive criticism, providing plans for future success, assigning training through the Learn module, and ensuring that each employee has the ability to develop within the organization.

Due to the complexity involved in the implementation of these software programs, the Department of Human Resources reached out to NEOGOV to discuss a multiyear deal, wherein the Onboard and Learn module would be implemented during the 2023/2024 Fiscal Year and the Perform module would be added during the 2024/2025 Fiscal Year. Additionally, by entering into a multiyear agreement, the City was able to negotiate a 60% discount on the Onboard and Learn subscriptions for the first year and a 30% discount on the subscriptions for Onboard, Learn, and Perform for the second year. As a result, the total cost for the first year is $35,966.80 for the Onboard and Learn modules, $46,730.60 total cost for the second year for the Onboard, Learn, and Perform modules, and $63,795.90 total cost for the third year. For the Fiscal Year 2023/2024 Budget, City Council approved up to $66,648 for the first year of NEOGOV software products.

ATTACHMENT: NEOGOV Proposal and Services Agreement
3 283
Exhibit "A"
Exhibit A
Order Form
NEOGOV
Governmentjobs.com, Inc. (dba "NEOGOV")
2120 Park PI, Suite 100
EI Segundo, CA 90245
United States
[email protected]
Sales Rep: Kim Goerlitz
Quote Valid From: 7/13/2023
Quote Valid To: 7/31/2023
Employee Count: 380
Order Summary
Year 1
NEOGOV
Customer:

South Gate, City of (CA)
8650 California Avenue
South Gate, CA 90280
USA
Quote Number: Q-'11249
PaymentTerms: Annual,Net 30
Subscription Term in Months: 36
Service Description Type Start Date End Date Term Price (USD) Onboard Subscription RECURRING $4,221 .20
Onboard Setup ONE-TIME $3,600.00
Perform Subscription RECURRING $0.00
Learn Subscription RECURRING $9,166.40
Learn Setup ONE-TIME $6,000.00
Position Import Subscription RECURRING $1,323.20
Position Import Setup ONE-TIME $3,150.00
Single Sign On Subscription RECURRING $573.20
Single Sign On Setup ONE-TIME $3,000.00
Employee Import Subscription RECURRING $1 ,323.20
Employee Import Setup ONE-TIME $3,150.00
(,andidate Text Messaging Subscription RECURRING $459.60 $35,966.80
4 284
Exhibit "A"
Year 2
Service Description Type Start Date End Date Term Price (USD) Onboard Subscription RECURRING $7,387.10
Perform Subscription RECURRING $12,663.70
Perform Setup ONE-TIME $4,200.00
Learn Subscription RECURRING $16,041.20
Position Import Subscription RECURRING $2,315.60
Single Sign On Subscription RECURRING $1,003.10
Employee Import Subscription RECURRING $2,315.60
Candidate Text Messaging Subscription RECURRING $804.30 $46,730.60
Year 3
Service Description Type Start Date End Date Term Price (USD) Onboard Subscription RECURRING $11 ,080.65
Perform Subscription RECURRING $18,995.55
Learn Subscription RECURRING $24,06al.80
Position Import Subscription RECURRING $3,473.40
Single Sign On Subscription RECURRING $1 ,504.65
Employee Import Subscription RECURRING $3,473.40
Candidate Text Messaging Subscription RECURRING $1 ,206.45 $63,795.90
ORDER TOT AL (USD) : $146,493.30
5 285
Exhibit "A"
A. Terms and Conditions

1. Agreement. This Ordering Document and the Services purchased herein are expressly conditioned upon the acceptance by Customer of the terms of the NEOGOV Services Agreement either affixed hereto or the version most recently published prior to execution of this Ordering Form available at https://www.neoqov.com/service-specifications. Unless otherwise stated, all capitalized terms used but not defined in this Order Form shall have the meanings given to them in the NEOGOV Services Agreement.

2. Effectiveness & Modification. Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its authorized representative (the "Effective Date"). Unless otherwise stated in this Ordering Document, all SaaS Subscriptions shall commence on the Effective Date. This Ordering Document may not be modified or amended except through a written instrument signed by the parties.

3. Summary of Fees. Listed above is a summary of Fees under this Order. Once placed, your order shall be non-cancelable and the sums paid nonrefundable, except as provided in the Agreement.

4. Order of Precedence. This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement, applicable Schedules, and Service Specifications.

B. Special Conditions (if any).

Initial Term: 3 Years. Multi-year contracts will be invoiced one year at a time. "South Gate, City of
(CA)"
Signature:

Print Name:

Date:
6 286
Exhibit "A"
NEOGOV" PowerDMS
Digital Management Software
amoooveom

SERVICES AGREEMENT
VO40123
You agree that by placing an order through a NEOGOV standard ordering document such as an "Order Form", "Service Order,' "Ordering Document," "SOW" or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an "Order Form" for puiposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. "Governmertjobs.com", "NEOGOV", "we': and "our" means Govemmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasofk LLC (D/B/A/ PlariTT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, a'NEOGOV" and, where applicable, its other affiliates; "Customer", "you", a'your" means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). "Services Agreement" or the "Agreement" shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). "Addendum" means each Addendum set forth either as an Exhibit hereto or otl'ierwise made available at https://www.neogov.coin/service-specifications (the a'NEOGOV Site") and, as applicable, made a part of this Agreement. "Special Conditions" means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Fon'n.

1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Forin (collectively referred to as the "Services"). Customer hereby acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to, the Services is dependent and conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Fonn; or (ii) use of the Services commences (the "Effective Date"). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.

2. SaaS Subscription.
a) Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the "Service Specifications"). Subject to and conditioned on Customer's and its Authorized Users' compliance with the temis and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non- sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Fonn solely for Customer's internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the "SaaS Subscription"). "Authorized Users" means (1) Customer employees, agents, contractors, consultants ("Personnel") who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Fonn. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User's access to and use of the SaaS Applications and compliance with applicable ter+ns arid conditions of this Agreement. b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless teiminated earlier in accordance with this Agreement (the "Initial Temi"). Thereaffer, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a "Renewal Term" and together with the Initial Teim, collectively, the "Term") unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party's intention to not renew the SaaS Subscriptions, or unless temiinated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.

Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.

3. Customer Responsibilities. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make 7 287
Exhibit "A"
NEOGOV' PowerDMS
Digital Management Software
A NtOaOV e)ompany
available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use tlie Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit inaterial in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, woms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spairiming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyriglit, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services. "Professional Services' shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services may include training, implementation, and best practices of and conceming the SaaS Applications. Professional Services are subject to the terms ofthe Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW. All Professional Services purchased by Customer must be utilized within twelve (12) months of the date of the applicable Order Form or SOW.

5. .
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees ("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees') as set forth in an Order Fomi within thirty (30) days of the date of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Foim, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated "Bill To" party on the Order Forn'i. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Fomi will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upo Auser or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Custoiner with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Autliorized Users access or use tlie Services affer the expiration of the previous Term. b) . Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.

Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV's request therefor. c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in coru'iection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV's failure to object to terms contained in any such purchase order shall not be a waiver of the terms set foith in this provision or in this Agreement.

6. Tertn and Termination.
8 288
Exhibit "A"
NEOGOV' PowerDMS
Digital Managei'nent Software
A NE(XiOV tampany
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement.
b) Termination for Cause: Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party's written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer's use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement after expiration or termination of this Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. . Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer's records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.

8. Maintenance: Modifications; Support Services.
a) Maintenance. Updates. Upgrades. NEOGOV maintains NEOGOV's hardware and soflware infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. "Update" means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.

Updates are automatic and available upon Customer's next login to the Services following an Update at no additional cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer's hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials. "Program Documentation" shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.

NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute intemally via non-public platforms, the Program Documentation during the Teim solely for Customer's internal business purposes in connection with its use of the Services. Primary training ofNEOGOV Services is conducted by self- review of online materials. NEOGOV's pre-built, online training consists of a series oftutorials to introduce the standard features and functions (the "Training Materials"). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities.
c) ff. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer's responsiveness. NEOGOV is not responsible or liable for any delay or failtire to perlaorm iinpleinentation caused in wliole or in part by Custoiner's delay in perforining its obligations lieretinder and, in tlie event of any SLICI1 delay, NEOGOV inay, in its sole discretion, extend all perfoi'inance dates as NEOGOV deeiris reasonably necessary. d) '. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.

Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in tlie Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual 9 289
Exhibit "A"
NEOGOV" PewerDMS
Digital ManagementSoftware
ANB)@OVaon@vy
data entry, migration services, data conversion, refinement, purification, refonnatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property. NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and fuhire intellectual property developed or delivered by NEOGOV including all Services, prodricts, systems, software (including any source code or object code) or Service Specifications related tliereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the "NEOGOV Intellectual Property"). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted lierein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.

10. Data Processing and Privacy.
a) Customer Data. "Customer Data" shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.

NEOGOV Intellectual Property, including but not limited to the Senices and all derivative works thereof, NEOGOV Confidential Inforination, and Platform Data do not fall within the meaning of the term "Customer Data". Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services.

NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platfon'n Data. "Platform Data" shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data. c) Data Processing Agreement. To the extent Customer uses the Services to target and collect personal information from users located in the European Union, European Economic Area, or Switzerland (the "EU') or the United Kingdom ("UK"), or has Authorized Users accessing the Services from the EU or UK, the terms of the NEOGOV Data Processing Addendum ("DPA") made available on the NEOGOV Site is hereby incorporated herein by reference and made pait of this Agreement.
d) Data Responsibilities.
i) NEOGOV will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Custoiner Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; gid (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.

NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless 10 290
Exhibit "A"
NEOGOV" PowerDMS
Digital Management Software
ANa)t)OVCan@my
otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data tliat imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occunence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a "Security Breach") within 72 hours of NEOGOV's confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services, NEOGOV will, upon Cristomer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services ("Third Party Services"). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer peimits NEOGOV to provide such access. If loss of access to any Third Paity Services (to which Customer has a subscription rinder this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.
a) Defir+ition of Confidential Inforiiiation. "Confidential Information" means all infor+nation disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Infonnation includes its Customer Data. NEOGOV Confidential Infomiation includes the NEOGOV Intellechial Property and the Services. The Confidential Information of each party includes the terms and conditions ofthis Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical infortnation, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third paity without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
b) . The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential infomiation of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Paity for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Paity in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Infoimation than those herein.
c) . The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent coinpelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the 11 291
Exhibit "A"
NEOGOV' PowerDMS
Digital Management Software
a NEOaOV Company
extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
d) Equitable Relief. The parties recognize and agree there is no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach would irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) witli respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties. and Disclaiiners.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any corirt, governmental body or administrative or other agency having jurisdiction over it. b) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar SerVlCeS.
c) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS

AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV

DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
d) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT

CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERWCES PROWDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD

PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL

ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND

ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.
e) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers' acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or othertvise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADWCE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnity NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer's violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer's or any of its Authorized User's breach of Section 3 ofthis Agreement. 12 292
Exhibit "A"
NEOGOV' PowerDMS
Digital Management Software
A NlOaOV Company
b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party's intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer fron'i the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV.
i) Altemative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party's intellectiial property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for contiiiued use. If these alternatives are not cominercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnifv. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered cunent version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any infomiation, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Speci&ations with any products or services not provided by NEOGOV. NEOGOV will not indemnity Customer for infringement caused by Customer's actions against any third party if the Services as delivered to Customer and used in accordance with the teims of the Agreement would not otherwise infringe any third-party intellechial property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual propeity infringement claims or damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party tmist: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party's expense, in tlie defense and/or settlement thereof', and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party's prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. LimitationsofLiability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE {JNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS

SUBJECT MATTER UNDER ANY LEGAL OR EQUIT ABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCL{JDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF D ATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORT{JNITY OR PROFIT, OR LOSS OF REPUT ATION; OR (f) CONSEQUENTIAL, INCIDENT AL, INDIRECT, EXF.MPLARY,

SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE

OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b) CAP ON MONET ARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER'S OBLIGATIONS TO MAKP. PAYMENT {JNDER THIS AGREEMENT, TF-IE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ,"aSlY AND ALL CLAIMS AGAINST THE OTHER PARTY {JNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMO{JNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMF.R IN CONNECTION WITH THIS AGRF.EMF.NT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONF. OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. 13 293
Exhibit "A"
NEOGOV' R5werDMS
Digital Manageinent Software
A NEO(iOV Compaiy

16. Reimbursement of Costs in Third Party Litigation. Witli respect to any litigation or otlier court proceeding involving Customer and a tliird )'iarty, if any stibpoena or otlier legally binding request related to SLICI1 litigation or couit proceeding is served to NEOGOV requesting copies of doctiments inaintained b)i NEOGOV or otliersvise requesting NEOGOV to appear as a witness in any capacity or 1irovide testimoi'iy tvitli respect to Custoineras docuinentation. Custoiner sliall reiinburse NEOGOV for its out-of-pocket costs associated witli compliance witli sucli request. including but not liinited to NEOGOVas reasonable attorne)is' fees.

17. Text Message Cominunications. NEOGOV may offer Personnel the opporUinity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate inforination, but cannot guarantee the delivery, timeliness, or accuracy ofthe content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any enors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the tecl'+nical capabilities of any third parties to receive such text messages. To the extent yori utilize text messaging features, NEOGOV shall not be responsible for your rise of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERWCES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOICATION SERWCES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERWCES.

18. . Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer's logo for such purposes, subject to any trademark usage requirements specified by Customer.

19. . Except for Customer's payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party's reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (l'i) actions or failures to act on the part of a governmental authority; (i) intemet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.

20. Independent Contractor; No Third Partv Beneficiary: Fulfillment Partners. The relationsliip of tlie paities shall be deemed to be that of an independent contractor and nothing contained herein sliall be deemed to constitute a partnership between or a joint venhire by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.

This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-paity affiliate, or other agent or subcontractor (each a "Fulfillment Partner"), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

21. Entire Agreement: Amendment: Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable prirsuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement betiveen the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind wliatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: l) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clicktlirough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS or PowerEngage Platfonn, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site.

22. General.
a) Governing Law and Venue. This Agreement shall be govemed by and constnied in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to tliis Agreement shall be instituted only in any state or federal court in Los Angeles, California. 14 294
Exhibit "A"
NEOGOV' R5werDMS
Digital Management Software
ANmC*TQmV
b) Severability. If any provision of tliis Agreement is held to be illegal or unenforceable, such provision shall be liinited or eliminated to tlie minimum extent necessary so that the remainder of this Agreeiiient will continue in full force and effect.

Provisions that survive termination or expiration are those relating to, without limitation, accrued riglits to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized ovemight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. d) Waiver.Thewaiver,expressorimplied,byeitherpartyofanybreachofthisAgreei'nentbytheotherpartywillnotwaive any subsequent breach by such party of the same or a different kind. e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.
f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assigrunent in violation of this Section shall be null and void. g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring constniction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices refened to herein are an integral part ofthis Agreement to the same extent as if they were set forth verbatim herein. 15 295
Exhibit "A"
NEOGOV" R5werDMS
Digital Management Software
ANI(X)VC@mmj
Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum ("Govemment Addendum") forms part of the Services Agreement, and in the case of any conflict or inconsistency between the ter+ns and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a "Government Customer" means a Customer which is a (a) U.S. Federal agency, (b) state govemment, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrun'ientality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public libraiy, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Custoiner under tlie Services Agreement.

2. Termination for Non-Appropriation of Funds. If Customer is subject to federal, state or local law which makes Customer's financial obligations under this Services Agreement contingent upon sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body), and if such funds are not forthcoming or are insufficient due to failure of such appropriation, then Customer will have the right to temiinate the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting fhe lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requireinents of tliis Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with fiinctionally siinilar products or services for a period of one year affer the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harinless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 17 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws ("Open Records Laws") the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions ofthe applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the "New Entity") may purchase the Services specified herein in accordance with the terms and conditions of this Agreeinent. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the arithority to use this Services Agreement for the purchase and that the use of tlie Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

6. Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine sofhvare development and maintenance services which are not specific to the Customer, and (ii) subcontractors who will not have any access to Customer Data.
16 296
Exhibit "A"
NEOGOV' PowerDMS
Digital Management So%are
ANIO@OV(my*H
Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platfonn APIs for integrations to third pariy systems ("Integration Services"). Customer n'iay use only those Integration Services purc)iased or subscribed to as listed within the NEOGOV Order Form. The following terms (the "Integration Tenns Addendum") shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html and/or https://apidocs.powerdms.com ("Affiliated API") or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-paity service ("Customer Application") integrated using NEOGOV's open API ("Open API"). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRTS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreet'nent, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer's human resource related third application(s) that will interoperate with NEOGOV Services (collectively tliese uses shall be referred to as the "API' or "Integration"). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in infonnation secure, and must use the API key as Customer sole means of accessing tlie API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all infoimation, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual propeity, softyvare, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, includingall intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly arithorized under this Agreement, YOLI may not remove any proprietary notices from the API; use the API in any manner or for any puipose that infringes, misappropriates, or otherwise violates any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors tliat integrate with the API (collectively the "Customer Applications"), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html and/or https://apidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"),multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theff, hazardous materials, or any illegal activities.

5. . If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of perfortnance caused in wholeor in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and suppoit services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. ProvisionofOpenAPI.Intheeventlicensefeesorotherpaymentsarenotdueinexchangefortherighttouseandaccess the Open API, you acknowledge and agree thutthis arrangement is made in consideration ofthe mutual coyenants set forth 17 297
Exhibit "A"
NEOGOV' PowerDMS
Digital Managei'nent Software
A NEIXOV Csmp
in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. . In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially hai'ir+ful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion aiid may require you to obtain and use the most recent version(s). You are required to make any such char+ges to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. EfficientProcessing.Yorimustuseefficientprogramming,whichwillnotcauseanoverwhelmingnumberofrequeststo be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actio+is.

9. Open API Limitations. TO THE FULLEST EXTENT PERtVflTTED {JNDER APPLICABLE LAW, IN NO EVENT WILL NEOGOVBE LIABLE TO CUSTOMP.R OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUIT ABLE THEORY FOR ANY DIRECT, LOST PROFITS, tOST OR CORRUPTED DAT A, COMPUTER FAILURE OR MALFtJNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIR)ECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGA NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF OR NOT SUCH LOSS OR DAMAGES ARE
FORP.SEEABLE ORNEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RF.LATING TO THIS AGREEAAENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Terinination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, witli or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically withorit any notice if you violate any of the terms and conditions of this Agreement. 18 298
Agreement behveen the City of South Gate and NEOGOV -Signature Page-
IN WITNESS WHEREOF, tlie Parties hereto have caused this tl'iree-year Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

BY:

Jon Hamilton, Director of Human Resorirces
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
Salinas, City Attorney
NEOGOV:

B7:

Authorized Representative
Dated:
/'7 299

CITYMANAGER'SOFFICE
AUG (12 2fl23 Item No. 15
Ciffl of South Gate

CITY COUNCIL

AGENDA BTLL
For the Regular Meeting of August 8, 2023
Originating Department: Community Development
Department Director.'
Meredith Elguira
Interim City Manager:

Chris effers
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH CSG CONSULTANTS, INC. FOR CODE ENFORCEMENT ST AFF AUGMENT ATION
PURPOSE: To award the professional services agreements ("Agreements") for Code Enforcement Staff to support the City while recruitment of newly authorized position is being undertaken.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Agreement with CSG Consulting, Inc., for a period not to exceed a one-year term; and
b. Appropriatingatotalof$lO0,000ofGeneralFund;and
c. Authorizing the Mayor to execute the Agreements in a form acceptable to the City Attorney,
FISCAL IMPACT: The cost of the proposed contract amount of $100,000 will be funded by the General Fund reserves. Most of the additional appropriation is anticipated to be offset through salary savings of the newly authorized position in Code Enforcement so that the actual impact will be mitigated significantly.

BACKGROUND: The staff requests approval to bring third-party assistance in this area to assist with the City Council's desire to enhance compliance with the various municipal codes addressing propertymaintenanceandzoningcompliance. WiththeadoptionoftheFiscalYear2023-24budget, an additional Code Enforcement position was allocated to catch up with caseloads and address activities occurring outside the normal business hours of our code enforcement operations.

CSG provides similar services to various other cities throughout the State. Their scope of work would be to staff generally between Thursday thru Sunday. The hours would be flexible but would cover approximately 10 hours each day. The City would have four :tull-time Code Enforcement Officers and one Code Enforcement Supervisor. Our code Enforcement Supervisor would still approve the overall scope. As stated, this will allow the City to address items such as property maintenance, unpermitted business operations, and other quality-of-life iSsues that arise during evening and weekend hours.
1 300
ANALYSIS: The Code Enforcement Division currently operates with three full-time code enforcement officers, two part-time officers, and one Supervisor. The three full-time staff are charged with servicing over 99,000 residents as they address code violations pertaining to unpermitted construction, garage conversions, substandard property, and building violations. Two part-time officers assist with citywide illegal dumping enforcement. Currently, full-time officers work Monday to Thursday between 7 a.m. and 6 p.m., with one part-time officer working from 7 a.m. to 2:30 p.m., and the other Friday through Sunday from 7 a.m. to 1:30 pm. Staff are operating at full capacity. Due to the overwhelming amount of work involved in research and fieldwork, with a caseload of over five hundred cases, it will be essential to augment existing field staff to address the new ordinance and transition staff into incorporating additional enforcement responsibilities.

Services are intended to be filled on a temporary basis and to allow time to acquire full-time staff to work peak hours, evenings, and weekends, when activity is at its highest. The current vacancies are two full-time officers. The position is posted and set to close on August 7, 2023. At this time, the services provided by CSG during the weekdays would be between 12 p.m. and 8:30 p.m. On Saturday and Sunday, enforcement will occur between 12 p.m. to 8:30 p.m. These hours may change based on the City's needs. The hours will be evaluated as we see the need to assist our regular code enforcement operations.

Staff contacted Willdan Engineering, CSG Consultants, Inc., InterWest Group, True North Compliance Services, and Melad Inc. for the availability of officers to provide temporary vending enforcement. Two consultants responded and both consultants were interviewed. CSG Consultants was chosen based on their proposed approach, extensive experience implementing newly adopted street vending code, and familiarity with the City.

ATTACHMENTS: A. Proposed Agreement - CSG Consultants, Inc., (including Exhibit "A" Scope of Work)
B. Proposals Received
2 301

ATT ACHMENT A

AGREEMENT FOR PROFESSIONAL SERVICES FOR CODE

ENFORCEMENT SERVICES - ST AFF AUGMENT ATION-VENDING

PROGRAM SERVICES BETWEEN THE CITY OF SOUTH GATE AND CSG CONSULTANTS, INC.

This Agreement for Professional Services for Code Enforcement Services - Staff Augmentation ("Agreement") is made and entered into on August 8, 2023, by and between the City of South Gate, a municipal cotporation ("City"), and CSG Consultants, Inc., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."

RECIT ALS
WHEREAS, City desires to retain a qualified provider for certain services relating to Code Enforcement;
WHEREAS, Consultant warrants to City that it has the reqriisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perfornn the services relating to code enforcement as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:
1, SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended by both Parties in writing from time to time. 2, COMPENSATION FOR SERVICES. The total amount of compensation for this Agreement shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the Community Development Director or her designee.

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

2.2 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.
5116863. I-L235.0 (Fomi Rev. 9/8/2 I ) 3
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Agreement for Professional Services
CSG Consultants, Inc.