South Pasadena City Council
July 19, 2023

Contracts regarding WMP-RELATED TASKS will be administered by the SGVCOG utilizing a consultant(s) selected in coordination with the ULAR WMG, unless otherwise determined by the ULAR WMG. The lead agency of the ULAR WMG will provide subject-matter expertise and project management support to the SGVCOG and its consultants for the purposes of completing this task.

CONTRACT ADMINISTRATION
This includes any and all tasks associated with administering this MOA, including but not limited to the following:
● Facilitate the development of agreements and subsequent amendments for the ULAR WMG.
● Manage procurements, contracting, and contract administration for consultants and contractors, with the lead agency of the ULAR WMG providing subject-matter expertise and project management support. This could include establishing and managing a bench of technical consultants that could be utilized by any PARTY. ● Distribute invoices and collect payment from PARTIES. ● Pay invoices from the City, upon receipt of invoice, as established in Section 8(a) of the MOA.
● Manage the MOA budget in coordination with the lead agency of the ULAR WMG. ● Facilitate the preparation of ULAR WMG administrative procedures by ULAR WMG and ensure compliance with these procedures.
● Annual Reconciliation of WMP-RELATED TASKS under the MOA.

The CONTRACT ADMINISTRATION tasks will be completed by the SGVCOG.

Additional tasks may be identified in the process of complying with the Permit, at which point the ULAR WMG would determine the optimal approach to ensuring that the ULAR WMG remains in compliance with any and all aspects of the MS4 Permit and its associated documents. 17 - 41

EXHIBIT B
MOA Cost Estimates
Table 1. Distribution of Combined Annual Implementation Costs (CIMP/WMP/CASQA/SGVCOG fee)....................................................................... 35 Table 2. Distribution of Cost for Implementing Total ULAR CIMP Monitoring Services .................................................................................................................. 36 Table 2A. Costs for General CIMP Monitoring Services .......................... 37 Table 2A(i). Distribution of Costs for General CIMP Monitoring Services ..... 37 Table 2B. Costs for Arroyo Seco NSWO Monitoring................................ 38 Table 2B(i). Distribution of Costs for Arroyo Seco NSWO Monitoring ........... 38 Table 2C. Costs for Legg Lake Monitoring ............................................... 39 Table 2C(i). Distribution of Costs for Legg Lake Monitoring.......................... 39 Table 3. Distribution of Costs for Implementing WMP-Related Tasks (including CASQA fees)........................................................................................................... 39 Table 3A. Costs for Implementing General WMP-Related Tasks ............ 40 Table 3B. Distribution of Costs for CASQA Membership Fees ............... 41 Table 4. SGVCOG Annual Contract Management Fees ...................................... 41 17 - 42

Table 1. Distribution of Combined Annual Implementation Costs (CIMP/WMP/CASQA/SGVCOG fee) Agency Fiscal Year
23-24
Fiscal Year
24-25
Fiscal Year
25-26 Total (3 years)
LACFCD $ 83,732 $ 79,353 $ 95,016 $ 258,101
City of Los Angeles $ 943,982 $ 908,306 $ 1,084,118 $ 2,936,406 County of Los Angeles $ 232,381 $ 217,554 $ 257,621 $ 707,556 City of Alhambra $ 25,278 $ 24,472 $ 29,209 $ 78,958
City of Burbank $ 57,421 $ 55,590 $ 66,350 $ 179,361
City of Calabasas $ 20,731 $ 20,070 $ 23,954 $ 64,755
City of Glendale $ 101,385 $ 98,139 $ 117,135 $ 316,659 City of Hidden Hills $ 4,974 $ 4,815 $ 5,747 $ 15,536
City of La Canada Flintridge $ 34,193 $ 27,729 $ 33,097 $ 95,018 City of Montebello $ 27,721 $ 26,837 $ 32,032 $ 86,590
City of Monterey Park $ 25,626 $ 24,809 $ 29,610 $ 80,045 City of Pasadena $ 81,872 $ 74,179 $ 88,537 $ 244,588
City of Rosemead $ 17,135 $ 16,588 $ 19,799 $ 53,522
City of San Fernando $ 7,854 $ 7,604 $ 9,076 $ 24,534
City of San Gabriel $ 13,688 $ 13,252 $ 15,817 $ 42,756 City of San Marino $ 12,471 $ 12,073 $ 14,410 $ 38,953
City of South El Monte $ 21,094 $ 17,250 $ 18,998 $ 57,341 City of South Pasadena $ 12,064 $ 10,954 $ 13,074 $ 36,091 City of Temple City $ 13,334 $ 12,909 $ 15,408 $ 41,651 Total $ 1,736,933 $ 1,652,482 $ 1,969,007 $ 5,358,422
17 - 43

Table 2. Distribution of Cost for Implementing Total ULAR CIMP Monitoring Services Agency Fiscal Year
23-24
Fiscal Year
24-25
Fiscal Year
25-26 Total (3 years)
LACFCD $ 66,082 $ 61,483 $ 62,518 $ 190,083
City of Los Angeles $ 711,254 $ 671,309 $ 682,542 $ 2,065,105 County of Los Angeles $ 179,686 $ 163,892 $ 166,695 $ 510,272 City of Alhambra $ 19,008 $ 18,087 $ 18,389 $ 55,483
City of Burbank $ 43,178 $ 41,085 $ 41,773 $ 126,036
City of Calabasas $ 15,588 $ 14,833 $ 15,081 $ 45,503
City of Glendale $ 76,240 $ 72,532 $ 73,746 $ 222,518
City of Hidden Hills $ 3,740 $ 3,559 $ 3,618 $ 10,917
City of La Canada Flintridge $ 27,088 $ 20,494 $ 20,837 $ 68,419 City of Montebello $ 20,845 $ 19,835 $ 20,167 $ 60,846
City of Monterey Park $ 19,269 $ 18,335 $ 18,642 $ 56,247 City of Pasadena $ 62,866 $ 54,824 $ 55,741 $ 173,431
City of Rosemead $ 12,884 $ 12,260 $ 12,465 $ 37,610
City of San Fernando $ 5,906 $ 5,620 $ 5,714 $ 17,240
City of San Gabriel $ 10,293 $ 9,794 $ 9,958 $ 30,044
City of San Marino $ 9,377 $ 8,923 $ 9,072 $ 27,372
City of South El Monte $ 19,047 $ 15,166 $ 15,466 $ 49,679 City of South Pasadena $ 9,258 $ 8,095 $ 8,231 $ 25,584 City of Temple City $ 10,027 $ 9,541 $ 9,700 $ 29,268
Total Estimated Cost of CIMP $ 1,321,633 $ 1,229,667 $ 1,250,357 $ 3,801,657 Note:

1. Total Monitoring Services cost = General CIMP + NSWO + Legg Lake 17 - 44

Table 2A. Costs for General CIMP Monitoring Services
ULAR CIMP General Monitoring Component Fiscal Year 23-
24 Fiscal Year
24-25
Fiscal Year 25-
26 Labor (Receiving Water and Storm Water Outfall) $ 253,000 $ 230,000 $ 230,000 Laboratory Analysis (Receiving Water and Storm
Water Outfall) $ 263,051 $ 237,879 $ 240,157
Laboratory Data Handling Fee (15%) $ 39,458 $ 35,682 $ 36,024 Laboratory Analysis (TIE) $ 40,000 $ 40,000 $ 40,000
Contract Services $ 319,000 $ 305,000 $ 305,000
Equipment $ 136,325 $ 130,081 $ 122,601
Administrative Fee (5%) $ 52,542 $ 48,932 $ 48,689
Sub-Total $ 1,103,375 $ 1,027,574 $ 1,022,471
Contingency (15%) $ 165,506 $ 154,136 $ 153,371
Annual Escalation (2.5%) $ - $ 25,689 $ 51,763
Total $ 1,268,881 $ 1,207,400 $ 1,227,604
Table 2A(i). Distribution of Costs for General CIMP Monitoring Services Agency Land Area
(acres) % of Area Fiscal Year23-24
Fiscal Year
24-25
Fiscal Year
25-26
Total (3
years)
LACFCD (5%) -- -- $ 63,444 $ 60,370 $ 61,380 $ 185,194
City of Los Angeles 181,288.00 58.53% $ 705,492 $ 671,309 $ 682,542 $ 2,059,343 County of Los Angeles 41,048.07 13.25% $ 159,741 $ 152,001 $ 154,544 $ 466,286 City of Alhambra 4,884.31 1.58% $ 19,008 $ 18,087 $ 18,389 $ 55,483 City of Burbank 11,095.20 3.58% $ 43,178 $ 41,085 $ 41,773 $ 126,036 City of Calabasas 4,005.68 1.29% $ 15,588 $ 14,833 $ 15,081 $ 45,503 City of Glendale 19,587.50 6.32% $ 76,226 $ 72,532 $ 73,746 $ 222,504 City of Hidden Hills 961.03 0.31% $ 3,740 $ 3,559 $ 3,618 $ 10,917 City of La Canada
Flintridge 5,534.46 1.79% $ 21,538 $ 20,494 $ 20,837 $ 62,869 City of Montebello 5,356.38 1.73% $ 20,845 $ 19,835 $ 20,167 $ 60,846 City of Monterey Park 4,951.51 1.60% $ 19,269 $ 18,335 $ 18,642 $ 56,247 City of Pasadena 14,805.30 4.78% $ 57,616 $ 54,824 $ 55,741 $ 168,181 City of Rosemead 3,310.87 1.07% $ 12,884 $ 12,260 $ 12,465 $ 37,610 City of San Fernando 1,517.64 0.49% $ 5,906 $ 5,620 $ 5,714 $ 17,240 City of San Gabriel 2,644.87 0.85% $ 10,293 $ 9,794 $ 9,958 $ 30,044 City of San Marino 2,409.64 0.78% $ 9,377 $ 8,923 $ 9,072 $ 27,372 City of South El Monte 1,594.16 0.51% $ 6,204 $ 5,903 $ 6,002 $ 18,109 City of South Pasadena 2,186.20 0.71% $ 8,508 $ 8,095 $ 8,231 $ 24,834 17 - 45

City of Temple City 2,576.50 0.83% $ 10,027 $ 9,541 $ 9,700 $ 29,268 Total 309,757.32 100.00% $ 1,268,881 $ 1,207,400 $ 1,227,604 $ 3,703,886 Note:

1. LACFCD is responsible for 5% of the Total Cost, which is subtracted before distributing the cost among the other agencies.

Table 2B. Costs for Arroyo Seco NSWO Monitoring
CIMP Component
Fiscal Year
23-24
Fiscal Year
24-25
Fiscal Year
25-26
Non-Stormwater Outfall Monitoring
Arroyo Seco (3 Screening Events) $ 16,470
Laboratory Data Handling Fee (15%)
Flat Rate: 15% of Total Monitoring costs $ 2,470
Administrative Fee (5%)
Flat Rate: 5% of Total NSWO Monitoring
Cost $ 947
Monitoring Cost Sub-Total $ 19,887
Additional Costs
Contingency (15%) $ 1,989
Annual Escalation (2.5%) $ -
Arroyo Seco (Total) $ 21,876
Table 2B(i). Distribution of Costs for Arroyo Seco NSWO Monitoring Agency
Land
Area
(acres)
% of Area Fiscal Year
23-24
Fiscal
Year 24-25
Fiscal
Year 25-26
Total (3
years)
LACFCD (5%) -- -- $ 1,094 $ - $ - $ 1,094
City of Los Angeles 3936.66 27.73% $ 5,762 $ - $ - $ 5,762 County of Los
Angeles 2361.13 16.63% $ 3,456 $ - $ - $ 3,456
City of Glendale 9.39 0.07% $ 14 $ - $ - $ 14
City of La Canada
Flintridge 3791.77 26.71% $ 5,550 $ - $ - $ 5,550
City of Pasadena 3586.72 25.26% $ 5,250 $ - $ - $ 5,250 City of South
Pasadena 512.25 3.61% $ 750 $ - $ - $ 750
Arroyo Seco (Total) 14,197.93 100.00% $ 21,876 $ 21,876 Note:

1. LACFCD is responsible for 5% of the Total Cost, which is subtracted before distributing the cost among the other agencies.
17 - 46

Table 2C. Costs for Legg Lake Monitoring
CIMP Component
Fiscal Year
23-24
Fiscal Year
24-25
Fiscal Year
25-26
Legg lake $ 22,235 $ 15,694 $ 15,694
Laboratory Data Handling Fee (15%) $ 3,335 $ 2,354 $ 2,354 Administrative Fee (5%) $ 1,279 $ 902 $ 902
Monitoring Cost Sub-Total $ 26,849 $ 18,950 $ 18,950
Additional Costs
Contingency (15%) $ 4,027 $ 2,843 $ 2,843
Annual Escalation (2.5%) $ - $ 474 $ 959
Legg Lake (Total) $ 30,876 $ 22,267 $ 22,752
Table 2C(i). Distribution of Costs for Legg Lake Monitoring Agency
Land Area
(acres)
% of
Area
Fiscal
Year 23-
24 Fiscal
Year 24-25
Fiscal
Year 25-26
Total (3
years)
LACFCD (5%) -- -- $ 1,544 $ 1,113 $ 1,138 $ 3,795
County of Los Angeles 2,044.68 56.21% $ 16,489 $ 11,891 $ 12,150 $ 40,530 South El Monte 1,592.68 43.79% $ 12,844 $ 9,262 $ 9,464 $ 31,570 Legg Lake (Total) 3,637.35 100.00% $ 30,876 $ 22,267 $ 22,752 $ 75,895 Note:

1. Legg Lake now has a fish tissue monitoring requirement at a frequency of once every three years.

2. LACFCD is responsible for 5% of the Total Cost, which is subtracted before distributing the cost among the other agencies.

Table 3. Distribution of Costs for Implementing WMP-Related Tasks (including CASQA fees) ULAR WMP Cost Distribution + CASQA
Agency
Fiscal Year
23-24
Fiscal Year
24-25
Fiscal Year
25-26
Total (3
years)
LACFCD $ 12,650 $ 12,870 $ 27,498 $ 53,018
City of Los Angeles $ 177,128 $ 181,398 $ 345,977 $ 704,503 County of Los Angeles $ 40,106 $ 41,073 $ 78,338 $ 159,517 City of Alhambra $ 4,772 $ 4,887 $ 9,321 $ 18,981
City of Burbank $ 10,841 $ 11,102 $ 21,174 $ 43,117
City of Calabasas $ 3,914 $ 4,008 $ 7,645 $ 15,566
City of Glendale $ 19,138 $ 19,599 $ 37,382 $ 76,119
City of Hidden Hills $ 939 $ 962 $ 1,834 $ 3,735
City of La Canada Flintridge $ 5,407 $ 5,538 $ 10,562 $ 21,507 City of Montebello $ 5,233 $ 5,360 $ 10,222 $ 20,815
City of Monterey Park $ 4,838 $ 4,955 $ 9,450 $ 19,242
17 - 47

City of Pasadena $ 14,466 $ 14,814 $ 28,255 $ 57,535
City of Rosemead $ 3,235 $ 3,313 $ 6,319 $ 12,866
City of San Fernando $ 1,483 $ 1,519 $ 2,896 $ 5,898
City of San Gabriel $ 2,584 $ 2,646 $ 5,048 $ 10,278
City of San Marino $ 2,354 $ 2,411 $ 4,599 $ 9,364
City of South El Monte $ 1,558 $ 1,595 $ 3,042 $ 6,195
City of South Pasadena $ 2,136 $ 2,188 $ 4,172 $ 8,496
City of Temple City $ 2,517 $ 2,578 $ 4,917 $ 10,013
Total Estimated Cost of WMP $ 315,300 $ 322,815 $ 618,651 $ 1,256,766 Note:

1. Total cost = General WMP + CASQA Fees.

Table 3A. Costs for Implementing General WMP-Related Tasks WMP Component Fiscal Year
23-24
Fiscal Year
24-25
Fiscal Year
25-26
Total (3
years)
Semi-Annual Progress Report (June) $ 50,000 $ 50,000 $ 50,000 $ 150,000 Annual Reporting Package
(December) $ 100,000 $ 100,000 $ 100,000 $ 300,000
WMP Revisions/RAA/Adaptive
Management $ - $ - $ 200,000 $ 200,000
Report of Waste Discharge (ROWD) $ - $ - $ 20,000 $ 20,000 Trash Monitoring and Reporting Plan
(TMRP) $ 50,000 $ 50,000 $ 50,000 $ 150,000
Program Management (10%) $ 20,000 $ 20,000 $ 42,000 $ 82,000 Sub-Total $ 220,000 $ 220,000 $ 462,000 $ 902,000
Contingency (15%) $ 33,000 $ 33,000 $ 69,300 $ 135,300
Annual Escalation (2% per year) $ - $ 4,400.00 $ 18,664.80 $ 23,065 WMP Program Management Cost
(Total)
$ 253,000 $ 257,400 $ 549,965 $ 1,060,365
Note:

1. Annual Report package includes semiannual progress report. 17 - 48

Table 3B. Distribution of Costs for CASQA Membership Fees Agency Land Area
(acres)
% of
Area
Fiscal
Year
23-24
Fiscal
Year
24-25
Fiscal
Year
25-26
Total (3
years)
City of Los Angeles 181,288.00 58.53% $ 36,462 $ 38,285 $ 40,199 $ 114,945 County of Los Angeles 41,048.07 13.25% $ 8,256 $ 8,669 $ 9,102 $ 26,026 City of Alhambra 4,884.31 1.58% $ 982 $ 1,031 $ 1,083 $ 3,097 City of Burbank 11,095.20 3.58% $ 2,232 $ 2,343 $ 2,460 $ 7,035 City of Calabasas 4,005.68 1.29% $ 806 $ 846 $ 888 $ 2,540 City of Glendale 19,587.50 6.32% $ 3,940 $ 4,137 $ 4,343 $ 12,419 City of Hidden Hills 961.03 0.31% $ 193 $ 203 $ 213 $ 609 City of La Canada Flintridge 5,534.46 1.79% $ 1,113 $ 1,169 $ 1,227 $ 3,509 City of Montebello 5,356.38 1.73% $ 1,077 $ 1,131 $ 1,188 $ 3,396 City of Monterey Park 4,951.51 1.60% $ 996 $ 1,046 $ 1,098 $ 3,139 City of Pasadena 14,805.30 4.78% $ 2,978 $ 3,127 $ 3,283 $ 9,387 City of Rosemead 3,310.87 1.07% $ 666 $ 699 $ 734 $ 2,099 City of San Fernando 1,517.64 0.49% $ 305 $ 320 $ 337 $ 962 City of San Gabriel 2,644.87 0.85% $ 532 $ 559 $ 586 $ 1,677 City of San Marino 2,409.64 0.78% $ 485 $ 509 $ 534 $ 1,528 City of South El Monte 1,594.16 0.51% $ 321 $ 337 $ 353 $ 1,011 City of South Pasadena 2,186.20 0.71% $ 440 $ 462 $ 485 $ 1,386 City of Temple City 2,576.50 0.83% $ 518 $ 544 $ 571 $ 1,634 Total 309,757.32 100.00% $ 62,300 $ 65,415 $ 68,686 $ 196,401 Note:

1. LACFCD will retain its own CASQA membership.

2. Assumes 5% escalation per year for CASQA fees.

Table 4. SGVCOG Annual Contract Management Fees
Land Area
(acres) % of Area Fiscal Year23-24
Fiscal
Year
24-25
Fiscal
Year
25-26
Total (3
years)
LACFCD (5%) -- -- $ 5,000 $ 5,000 $ 5,000 $ 15,000
City of Los Angeles 181,288.00 58.53% $ 55,600 $ 55,600 $ 55,600 $ 166,799 County of Los Angeles 41,048.07 13.25% $ 12,589 $ 12,589 $ 12,589 $ 37,767 City of Alhambra 4,884.31 1.58% $ 1,498 $ 1,498 $ 1,498 $ 4,494 City of Burbank 11,095.20 3.58% $ 3,403 $ 3,403 $ 3,403 $ 10,208 City of Calabasas 4,005.68 1.29% $ 1,229 $ 1,229 $ 1,229 $ 3,686 City of Glendale 19,587.50 6.32% $ 6,007 $ 6,007 $ 6,007 $ 18,022 City of Hidden Hills 961.03 0.31% $ 295 $ 295 $ 295 $ 884 City of La Canada
Flintridge 5,534.46 1.79% $ 1,697 $ 1,697 $ 1,697 $ 5,092 17 - 49

City of Montebello 5,356.38 1.73% $ 1,643 $ 1,643 $ 1,643 $ 4,928 City of Monterey Park 4,951.51 1.60% $ 1,519 $ 1,519 $ 1,519 $ 4,556 City of Pasadena 14,805.30 4.78% $ 4,541 $ 4,541 $ 4,541 $ 13,622 City of Rosemead 3,310.87 1.07% $ 1,015 $ 1,015 $ 1,015 $ 3,046 City of San Fernando 1,517.64 0.49% $ 465 $ 465 $ 465 $ 1,396 City of San Gabriel 2,644.87 0.85% $ 811 $ 811 $ 811 $ 2,433 City of San Marino 2,409.64 0.78% $ 739 $ 739 $ 739 $ 2,217 City of South El Monte 1,594.16 0.51% $ 489 $ 489 $ 489 $ 1,467 City of South Pasadena 2,186.20 0.71% $ 670 $ 670 $ 670 $ 2,011 City of Temple City 2,576.50 0.83% $ 790 $ 790 $ 790 $ 2,371 Total 309,757.32 100.00% $ 100,000 $ 100,000 $ 100,000 $ 300,000 Note:

1. SGVCOG fee is $100,000 per year and covers both Monitoring Services and WMP-related tasks.

2. LACFCD is responsible for 5% of the Total Cost, which is subtracted before distributing the cost among the other agencies.
17 - 50

EXHIBIT C
Upper Los Angeles River Watershed Management Area CIMP Responsible Agencies Representatives
Agency Address Agency Contact
City of Los Angeles
Department of Public Works
Bureau of Sanitation, Watershed Protection Division
1149 S. Broadway
Los Angeles, CA 90015
Alfredo Magallanes
E-mail: [email protected]
Phone: (213) 485-3958
County of Los Angeles
Department of Public Works
Stormwater Quality Division, Building A-9 East, 1st Floor 1000 South Fremont Avenue
Alhambra, CA 91803
Mark Lombos
E-mail: [email protected]
Phone: (626) 300-4665
Los Angeles County Flood Control District
Department of Public Works
Stormwater Quality Division, Building A-9 East, 1st Floor 1000 South Fremont Avenue
Alhambra, CA 91803
Jalaine Verdiner
E-mail: [email protected]
Phone: (626) 300-4666
City of Alhambra
111 South First Street
Alhambra, CA 91801-3796
David Dolphin
E-mail: [email protected]
Phone: (626) 300-1571
City of Burbank
P.O. Box 6459
Burbank, CA 91510
Stephen Walker
E-mail: [email protected]
Phone: (818) 238-3804
City of Calabasas
100 Civic Center Way
Calabasas, CA 91302-3172
Tatiana Holden
E-mail: [email protected]
Phone: (818) 224-1600
City of Glendale
Engineering Section, 633 East Broadway, Room 209
Glendale, CA 91206-4308
Maurice Oillataguerre
E-mail: [email protected]
Phone: (818) 550-4511
City of Hidden Hills
6165 Spring Valley Road
Hidden Hills, CA 91302
Joe Bellomo
E-mail: [email protected]
Phone: (805) 279-6856
City of La Canada Flintridge 1327
Foothill Blvd.

La Canada Flintridge, CA 91011-2137
Patrick DeChellis
E-mail: [email protected]
Phone: (818) 790-8882
17 - 51

EXHIBIT C
Upper Los Angeles River Watershed Management Group
Responsible Agencies Representatives
City of Montebello
1600 W Beverly Blvd
Montebello, CA 90640
James A. Enriquez
E-mail: [email protected]
Phone: 323-887-1200
Rita Montalvo
E-mail: [email protected]
Phone: 323-887-1200 Ext 469
City of Monterey Park
320 West Newmark Avenue
Monterey Park, CA 91754-2896
Xochitl Tipan
E-mail: [email protected]
Phone: (626) 307-1383
City of Pasadena
100 N Garfield Ave
3rd Floor, N306
Pasadena, CA 91101-1726
Dawn Petschauer
E-mail: [email protected]
Phone: (626) 744-3929
City of Rosemead
8838 East Valley Blvd.

Rosemead, CA 91770-1787
Michael Chung
E-mail: [email protected]
Phone: (626) 569-2158
Eddie Chan
E-mail: [email protected]
Phone: (626) 569-2154
City of San Fernando
117 Macneil Street
San Fernando, CA 91340
Kenneth Jones
Email: [email protected]
Phone: (818) 898-1240
City of San Gabriel
425 South Mission Avenue
San Gabriel, CA 91775
Greg De Vinck
E-mail: [email protected]
Phone: (626) 308 - 2825
Capucine Hernandez
E-mail: [email protected]
Phone: (626) 308-2825
City of San Marino
2200 Huntington Drive
San Marino, CA 91108-2691
Amber Shah
E-mail: [email protected]
Phone: (626) 300 - 0787
City of South El Monte
1415 Santa Anita Ave.

South El Monte, CA 91733
Rene Salas
E-mail: [email protected]
Phone: (626) 579-6540
Fax: (626) 579-2409
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91020-3298
Ted Gerber
E-mail: [email protected]
Phone: (626) 403-7240
17 - 52

City of Temple City
9701 Las Tunas Drive
Temple City, CA 9178
Andrew Coyne
E-mail: [email protected]
Phone: (626) 285-2171 Ext. 4344
San Gabriel Valley Council of
Governments
1333 Mayflower Avenue, Suite 360
Monrovia, CA 91016
Marisa Creter
Email: [email protected]
Phone: (626) 457-1800
17 - 53

EXHIBIT D
Upper Los Angeles River Watershed
17 - 54
cnYOF
LOBANGli:LES
Los Angeles Watershed group participating In this EWMP
l J Percent Area
____ Agency___ _ Area (acres) _ from Gro~ _
Al hambra 4,884.31 1.58%
Burbank lll,095.20 3 .58%
Calabasas 4,005.68 1.29%
City of Los Angel es 181,288.00 58 .53%
Glendale ll9,587.S0 6.32%
Hidden Hills 961.03 0.31%
la Canda Flintridge 5,534.46 1.79%
Los Angeles County 4 1,048 .07 13.25%
Montebello 5,356.38 1.73%
Monterey Park 4,951.51 1.60%
Pasadena ll4,805.30 4.78%
Rosemead 3,310.87 1.07%
San Fernando 1,517 .64 0 .49%
San Gabrie l 2,644.87 0 .85%
San Marino 2,409.64 0 .78%
South El Monte 1,594.16 0 .51%
South Pasadena 2,186.20 0.71%
Temple Ci ty 2,576.50 0.83%
lACFCD
Group Total 309,757.33 100%
co

GLENDALE

LA CANADA
RJNTRIO~
co
j
:,
.. -..
co

MIADEMA
LEGEND
- Los Angeles River
:- ··- ·j Upper Los Angeles
l - .. - : Watershed Boundary
Flood Control
District Territory
D
D
Upper LA Watershed Group
Participating in this EWMP
Upper LA Watershed Agencies not
Participating in this EWMP
N
3 MM " 3Mle,
,aenc1es
Upper Los Angeles River Watershed

EWMPA A
• BUREAU OF SANITATION & ENRIQUE C. ZALDIVAR SHAHRAM KHARAGHANI

DIRECTOR PROGRAM MANAGER
1 DRA~ BY: 1 I DATE CREATED ! Thi$ meip Sh•B not be copied Ot reproduced, •II Ot •ny part CHECKED BY 6--18-13 ULARV\I_EVVMPAgencies thereof, whether b' d1stributiol'l 0t 1esale,wilhou1 the proper WMCIIHD NH VO I DATE REVISED I written perminion oflhe Dept of Public Works, City of Los Angeles f~O.T~<;V<.?i-.! 3-3--15 Tb,;,..tui, Bro• Oat. ,-produc"' wit, i:i-,rmin,on ra11•d b~ THOMAS BROS MAP

EXHIBIT E
Reconciliation Template
[the line items shown in this Exhibit are placeholders and are subject to change] 17 - 55
CIMP COM PON EN[ RECONCILIATION
CIMP Component - General Monitoring
General Monitoring FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23 Total Budaet IMOAl $
Actual $
Total Remaining $
CIMP Component - Non-Stormwater Monitoring
Non-Stormwater Monitoring FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY22-23 Total Budget (MOA) s
Actual $
Total Remaining $
CIMP Component - Total FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY22-23 Total Budget (MOA) $
Actual $
Total Remaining $

WMP COMPONENT RECONCILATION
Budget (MOA) Actual (To Date) Anticipated (To Balance
WMP MOA Table Item EndofMOA)
Annual Report $
Adaptive Management $
Los Angeres Keport or waste u Iscnarge $
ULAR LRS Funds $
ULAR Trash Monitoring & Reporting $ Plan
Special Studies $
ULAR 2017 Report of Waste Discharge $ (ROWD)
Total $

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DATE:

City Council
Agenda Report
July 19, 2023
ITEM NO.

FROM: Armine Chaparyan, City Manager t:)� w kl,,
PREPARED BY: Roxanne Diaz, City Attorney
SUBJECT: Resolution Authorizing the Approval of Plans, Designs and Specifications and Working Details for Public Works Projects Recommendation
It is recommended that the City Council adopt the Resolution authorizing the approval of plans, designs and specifications and working details for public works projects.

Executive Summary
Public improvement projects depend on sets of plans and specifications that are needed to solicit bids for contractors to construct a project. The proposed resolution authorizes specific staff members or their designees to approve plans and specification for public works projects in order to ensure that the City is following best practices and to provide efficiencies in the procurement and construction process.

Background
A public works project has several phrases from start to finish: design, bid solicitation, contract award and construction. During the design phase, typically in-house staff or professional consultants prepare a set of plans and specifications that are needed to solicit bids for contractors to construct the project. Generally, the City Council will review those plans and specifications as part of the bid award. However, state law (Government Code Section 830.6 and Public Contract Code Section 22039) authorizes delegation of this responsibility. In either case, the approval of the plans and specifications is reliant on the review of a professional engineer to review the plans and specifications and find that the plans are reasonable.

Approval of plans and specifications is an important step of a public project process because it is a prerequisite for obtaining design immunity. As the City's Municipal Code relating to the award of public works contracts authorizes City Staff to award of small public works projects (under $60,000), it is important to ensure that any associated plans and specifications can be approved at the Staff level as well. In addition, the delegation of approval of plans and specifications by specific City Staff will also assist with the streamlining of the procurement process and create efficiencies in order to ensure that projects are bid without delay.
18 18 - 1
18 - 2
Adoption of Resolution Authorizing Specific Staff to Approve Plans, Designs and Specifications for Public Works Projects
July 19, 2023

Analysis
The proposed resolution will delegate authority to the Director of Public Works or his designee to approve plans, designs, specifications for any construction or improvement to public property. The Director may delegate that authority to another employee, such as a senior civil engineer, or a consultant retained by the City for a specific project. In both cases, as long as the designee holds a valid registration as a professional engineer in the State of California, that delegation is permitted.

Fiscal Impact
There is no fiscal impact if the City Council adopts the proposed resolution.

Attachment: Resolution
ATTACHMENT 1
Resolution
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18 - 5
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH

PASADENA, CALIFORNIA, AUTHORIZING THE APPROVAL OF

PLANS, DESIGNS AND SPECIFICATIONS AND WORKING DETAILS

FOR PUBLIC WORKS PROJECTS
WHEREAS, pursuant to Government Code Section 830.6, the Government Claims Act provides a public agency with design immunity for plans or designs for construction of, or an improvement to, public property where such plan or design has been approved in advance of the construction or improvement by the legislative body of the agency or by some other body or employee exercising discretionary authority to give such approval; WHEREAS, pursuant to Public Contract Code Section 22039, the Uniform Public Construction Cost Accounting Act requires that the governing body of a participating public agency or its designated representative shall adopt plans, specifications, and working details for all public projects subject to a formal bidding process; WHEREAS, it is the intent of the South Pasadena City Council in adopting this Resolution to streamline the review process for public works projects by designating City employees with the requisite knowledge and experience to approve plans, designs, specifications, and working details for construction of, or improvement to, public property.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH PASADENA, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. The facts as set forth in the Recitals are true and correct and are incorporated herein as set forth in full.

Section 2. In accordance with Government Code Section 830.6 and Public Contract Code Section 22039, the Director of Public Works and/or his designee, provided that such designee holds a valid registration as a professional engineer in the State of California, is delegated the authority to approve plans, designs, specifications and working details, and any amendments thereto, for construction of, or improvement to, public property.

Section 3. All approvals of plans, designs, specifications, and working details for construction of, or improvement to, public property previously made by the Public Works Director or his designee are ratified.

Section 4. This Resolution does not amend or otherwise impact the public works project procurement requirements specified in Article XIII (Awarding Public Works Contracts) of Chapter 2 (Administration) of the South Pasadena Municipal Code.

Section 5. The City Clerk shall certify to the passage and adoption of this Resolution.
18 - 6
PASSED, APPROVED ANO ADOPTED on this 19th day of July, 2023.

Jon Primuth, Mayor
ATTEST: APPROVED AS TO FORM:

Mark Perez, Deputy City Clerk Roxanne Diaz, City Attorney I HEREBY CERTIFY the foregoing resolution was duly adopted by the City Council of the City of South Pasadena, California, at a regular meeting held on the 19th day of 2023, by the following vote:

AYES:

NOES:

ABSENT: ABSTAIN:

Mark Perez,
Deputy City Clerk
2 DATE:

City Council
Agenda Report
July 19, 2023
ITEM NO.

FROM: Armine Chaparyan, City Manager 0� 11Jrfr:v
PREPARED BY: Roxanne Diaz, City Attorney
SUBJECT: Approval of an Agreement for Legal Services with Colantuono, Highsmith & Whatley, PC in an Amount Not to Exceed $15,000 for Services Related to the City Attorney Transition
Recommendation
It is recommended that the City Council approve the Agreement for Legal Services and authorize the City Manager to execute the Agreement.

Executive Summary
The proposed agreement for legal services is a limited agreement in scope and compensation for the purpose of providing special counsel services to assist the City in the transition of legal services to the new City Attorney firm.

Background
The City Council approved an agreement with Richards, Watson & Gershon ("RWG") for City Attorney services at the June 7, 2023 City Council meeting. RWG replaced the law firm of Colantuono, Highsmith & Whatley ("CHW"), and worked with them to transition both advisory and litigation matters to RWG. Notwithstanding, there may instances where RWG may need to speak to the former City Attorney's office regarding advisory or litigation matters they handled and this agreement allows for that communication to occur as well as compensate CHW for their time. This type of continuing legal services agreement is typical when there is a transition whereby the former law firm has had a long history in the City (in this case nine years) and where there is several ongoing litigation matters.

Analysis
The proposed agreement with legal services with CHW is narrow in scope and compensation. The services are on an "as-needed" basis which means either the City Manager or the City Attorney must request their assistance. Second, the requested services from CHW must relate to matters previously handled by CHW, including litigation matters, for the purpose of assisting the City Attorney and City Manager in the transition of legal services. Last, the agreement has a maximum overall compensation amount of $15,000. The hourly rate for services is a composite rate of $285 for all attorneys and 19 19 - 1
-I
Approval of Agreement for Legal Services
July 19, 2023

$190 for paralegals. We do not anticipate the need for CHW to travel to the City. We anticipate the services will take the form of communications (phone, etc.) between RWG attorneys and CHW attorneys who were previously handling legal matters for the City including litigation matters.

Fiscal Impact
The potential fiscal impact is a maximum of $15,000 and will be part of the budget for Legal Services in account 101-2010-2501.

Attachments:

1. Agreement for Legal Services
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ATTACHMENT 1
Agreement for Legal Services
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1 AGREEMENT FOR LEGAL SERVICES
This Agreement for Legal Services (“Agreement”) is made and entered into as of July 1, 2023, by and between the law firm of Colantuono, Highsmith & Whatley, PC, (“Firm’’) and the City of South Pasadena (“City”).

RECITALS
A. The City desires to retain the Firm to provide special counsel legal services to the City for the purposes of assisting the City in its transition of legal services from the Firm to Richards, Watson & Gershon (“RWG”).

B. The attorneys of the Firm are duly licensed under the laws of the State of California and are fully qualified to provide special counsel legal services as contemplated by this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Scope of Services.

A. The Firm shall perform special counsel legal services to the City related to matters previously handled by the Firm for the purposes of assisting the City in its transition of legal services from the Firm to RWG.

B. The legal services to be provided by the Firm shall be billed at the rates and for the costs set forth in Exhibit A (“Rate Schedule”). The maximum amount of compensation to be paid to the Firm for legal services under this Agreement shall be Fifteen Thousand Dollars ($15,000). The Rate Schedule shall remain in effect until amended by mutual agreement of the parties. Services shall be provided on an “as needed basis” as requested by the City Manager or City Attorney.

2. Billing Procedures and Monthly Statements.

A. The Firm shall submit to the City, within thirty (30) days after the end of each calendar month, an itemized statement of the professional services provided and the time expended to provide those services in the form customarily submitted by the Firm to clients which are billed on an hourly basis. The parties acknowledge that payment of all monthly statements is expected to be made within thirty (30) days of the billing date. The City will not be liable for interest or finance charges, though persistent late payment shall be a basis for the Firm to review its relationship with the City. 19 - 5
2 B. Time will be charged by the Firm in increments of 1/10 of an hour (i.e., sixminute units).

3. Resolution of Fee Disputes.

The City is entitled to require that any fee dispute be resolved by binding arbitration in Los Angeles County pursuant to the arbitration rules of the Los Angeles County Bar Association for legal fee disputes. In the event that City chooses not to utilize the Los Angeles County Bar Association’s arbitration procedures, City agrees that all disputes regarding the professional services rendered or fees charged by the Firm shall be submitted to binding arbitration in Los Angeles County to be conducted by JAMS in accordance with its commercial arbitration rules.

4. Term of the Agreement.

This Agreement shall be effective as of July 1, 2023 (“Effective Date”) and shall be and remain in full force and effect until terminated in accordance with the provisions of Section 5 hereof.

5. Termination of the Agreement.

City, through the City Manager, has the right to terminate the Firm’s representation at any time, without cause, subject to an obligation to give notice in writing to the Firm at least ten (10) days prior to termination. Termination is effective ten (10) days from the date of the written notice unless otherwise specified therein. The Firm has the same right, subject to the Firm’s ethical obligations under the Rules of Professional Conduct to allow the City sufficient notice prior to termination so that City will be able to arrange alternative representation. In either circumstance, City agrees to secure new counsel as quickly as possible and the Firm agrees to cooperate fully in any such transition. Notwithstanding the termination of the Firm’s representation, City will remain obligated to pay to the Firm all fees and costs incurred prior thereto.

6. Files and Records.

A. All legal files of the Firm pertaining to the City shall be and remain the property of City. The Firm will control the physical location of such files during the term of this Agreement. The Firm may, in its discretion, maintain all or part of the City’s client file in electronic format. The Firm may store part or all of the City’s electronic documents using secure cloud storage services. If so, the Firm will use all reasonable methods to maintain the confidentiality of City files, just as it does for the City’s non19 - 6 3 digital files. The City’s data will be password protected and encrypted using currently available technology.

B. The Firm shall maintain records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. If the City asks the Firm to deliver its file to the City, delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies the Firm’s obligation to release all client papers and property to the City. Three years after termination of the attorney-client relationship, and after reasonable notice, the Firm will be free to destroy the City’s client file, including all electronic records. The Firm may also discharge its obligation to maintain the City’s file prior to the expiration of three years by mailing a copy to the City. “Reasonable notice” means the Firm’s mailing of a notice of our intent to destroy your client file to the City.

C. City shall have the right to access and examine records of the Firm pertaining to the City, without charge, during normal business hours upon written request, provided, however, that Firm may protect the confidences of its other clients in providing this information to the City and otherwise comply with applicable law. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all data, documents, proceedings, and activities upon written request, provided, however, that Firm may protect the confidences of its other clients in providing this information to the City and otherwise comply with applicable law. The Firm does not permit direct access to its files by clients, but will provide the City access to the Firm’s records pertaining to the City as provided herein and upon written request. This same procedure will apply to information stored in the cloud.

7. Modifications to the Agreement.

This Agreement may be amended from time to time by written amendment to this Agreement that has been approved and executed by the parties.

8. Independent Contractor.

No employment relationship is created by this Agreement. The Firm and its members shall, for all purposes, be an independent contractor to the City. The Firm and its members shall not be entitled to participate in any pension plan (including, without limitation, the Public Employees Retirement System), insurance, bonus, or other similar benefits provided to City employees.
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4 9. Nondiscrimination.

In the performance of this Agreement, the Firm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, medical condition, or any other unlawful basis.

10. Assignment and Delegation.

This Agreement contemplates the personal professional services of the Firm.

Neither this Agreement nor any portion thereof shall be assigned or delegated without the prior written consent of the City. Delegation to attorneys outside the Firm shall be limited to those situations in which the Firm is disqualified by virtue of a conflict of interest, or where the Firm does not possess the expertise to competently perform services in a particular practice area. Delegation shall not be made without the prior written approval of the City Manager. The Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest, and where otherwise agreed to by the parties hereto.

11. Insurance.

A. The Firm currently maintains in full force and effect a professional liability insurance policy which provides coverage in an amount not less than $2,000,000 per occurrence and $4,000,000 aggregate. Said insurance policy provides coverage to the City for any damages or losses suffered by the City as a result of any error or omission or neglect by the Firm which arises out of the professional services required by this Agreement.

B. The Firm currently maintains workers’ compensation insurance in accordance with Section 3700 of the California Labor Code.

C. The Firm agrees to notify City in the event the limits of its insurance should fall below the coverages stated in paragraph A or if the insurance policies noted here are allowed to lapse and substitute insurance is not obtained.

12. Indemnification.

The Firm shall indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, or negligent acts, errors or omissions of the Firm in the performance of this Agreement. 19 - 8
5 13. Conflicts of Interest.

The Firm and its members shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code section 1090 and the Political Reform Act (Government Code section 81000 et seq.).

14. Permits and Approvals.

The Firm and its members shall obtain, at the Firm’s sole cost and expense, all permits, and licenses necessary in the performance of this Agreement.

15. Severability.

If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

16. Entire Agreement.

This Agreement, together with Exhibits “A” , shall constitute the full and complete agreement and understanding of the parties and shall be deemed to supersede all other written or oral statements of any party hereto relating to the subject matter hereof.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “City” “Firm”
City of South Pasadena, California Colantuono, Highsmith & Whatley, PC By:_______________________________ By: ________________________________ Title:_______________________________ Title:_______________________________ Date: _____________________________ Date: ______________________________ 19 - 9
6 EXHIBIT A
Applicable Billing Rates
A. Billing Rates

1. Special counsel legal services provided by the Firm to the City shall billed to, and compensated by, the City at the composite hourly rate of $285 per hour for all attorneys and $190 per hour for all paralegals.

B. Travel Time and Costs

1. Travel to City. In the event that travel is required, the Firm will bill for time incurred for travel portal-to-portal. The Firm will also bill for actual, out-ofpocket expenses for such travel, including mileage at the IRS rate.

2. To reduce costs, the City will cooperate with the Firm to avoid unnecessary travel to the City, especially when substantially similar service can be provided remotely via teleconference or video conference.

3. Photocopies shall be billed at 20 cents per page, outgoing faxes will be charged at $1 per page. All other expenses will be billed at cost, without markup. The Firm will not charge for word-processing services or secretarial overtime. The Firm will make best efforts to avoid the use of outgoing faxes, and the costs associated with them, by use of e-mail, U.S. Mail and other means. The Firm will not charge the City for routine computerized legal research such as Lexis-Nexis or Westlaw research, but will pass through to the City at cost, without markup, its cost for use of specialized databases outside the Firm’s contract with Westlaw or a similar provider. Costs will be separately designated on the Firm’s monthly statements as “disbursements,” and will be billed in addition to fees for professional services. 19 - 10
DATE:

City Council
Agenda Report
July 19, 2023
ITEM NO.

FROM: Armine Chaparyan, City Manager D�fYI i£y It{,,,
PREPARED BY: Luis Frausto, Management Services Director Alma Medina, Senior Management Analyst
SUBJECT: Approval of Agreement with Maverick Networks Inc., for the Installation of the Voice Over Internet Protocol (VoIP) Software Telephone System RingCentral, for a Five-Year Term
Recommendation,
It is recommended that the City Council:

1. Approve the Professional Services Statement of Work for Professional Services with Maverick Networks Inc., for the installation and implementation of the Voice Over Internet Protocol (VoIP) software telephone system RingCentral, in the amount not to exceed of $40,000;

2. Authorize the use of the OMNIA Partners Purchasing Program pursuant to South Pasadena Mun icipa I Code Section 2. 99-29(21 ) for the purchase of the Ring Central software telephone system finding that the purchase meets the requirements set forth therein;

3. Approve the agreement with RingCentral in the amount not to exceed, $216,015, for a five-year term; and

4. Authorize the City Manager to execute the agreements and any other documents to effectuate the purchase.

Executive Summary
The City's aged analog telecommunication system has reached end of life and is recommended to be replaced by a VoIP telephone system, to upgrade the City's telephone system to be able to make use of new communication tools being offered through VoIP. Approval of this item will allow for reductions in costs in the City's telephone system, as well as improve efficiencies throughout the agency as new features will be introduced via the proposed system that will provide improved phone correspondence for both staff and the community, increasing both internal and external customer services capabilities.

Background
The City has been using an analog telecommunications system, which was purchased over seventeen years ago, and is currently on a month-to-month contract with a third20 20 - 1
VoIP System
July 19, 2023

party vendor for its maintenance. The annual cost is approximately $11,808 to manage the phone system, with extra charges being incurred as line changes are requested and phone parts needing to be replaced. The system software and hardware is at end of life, as it is no longer being produced, and the vendor has limited support available for these phones. The system no longer meets the City’s operational needs. Staff have completed a detailed review of the existing telecommunications system and equipment and evaluated alternatives and options regarding replacement of the existing system.

All major telecommunications system manufacturers have migrated their systems and products to VoIP technology. VoIP is a technology that allows you to make voice calls using a broadband internet connection instead of a regular (or analog) phone line. Analog phone lines have been phased out, as they are no longer cost efficient. A VoIP telephone system permits management of telephone calls/messages from either the telephone handset or via the desktop or laptop computer of each employee, utilizing communications software.

In order to replace the phone system agency wide, multiple components need to be addressed in order to support the new technology. Staff will be coordinating with Maverick Networks to install the cabling infrastructure replacements and network equipment upgrades that will be needed to implement the VoIP software system.

Analysis
Technological advancements now provide for more robust cloud-based telephone and communications systems that offer various connectivity options. Accordingly, the recommended RingCentral system will provide the City with flexibility to connect through multiple internet connections and, most importantly, provide for portability of the City’s telephone system. Because the recommended system is a cloud-based solution, the City will be able to manage its phone systems from any location with or without an actual physical building location, providing the capability to oversee and manage the system offsite when needed, and extending service connection to staff in-the-field and off-site.

RingCentral will also provide more dynamic voicemail, notification, video conferencing, analytics and reporting options that currently are not available in the current telecommunication system—features that are currently not feasible with the current telephone devices and system. The City does intend to request a quote for management of the phone system, similar to the current contract in place for management of the City’s phone system.

The department staff met with several vendors and reviewed multiple solutions and determined a cloud-based, decentralized telephone system is best suited for the City’s needs, as the City intends to transition to cloud based servers in FY 2024. The City received four proposals for both telephone system services and the implementation of the system. Of the proposals received, Maverick Networks provided a comprehensive proposal that is cost-effective in comparison to the other vendors who submitted proposals. The proposed annual cost for the RingCentral solution is $43,203, with a onetime implementation cost of $40,000 to Maverick Networks. When the City informed 20 - 2
VoIP System
July 19, 2023

Maverick Networks of the intention to move forward with the vendor, Maverick Networks was able to secure a promotion being offered for free telephones via RingCentral.

Although there was no formal agreement with RingCentral executed, with the approval of the proposed agreement with RingCentral, the City will still be able to reap the benefits of the opportunity for free telephones via Maverick Networks. The estimated value of these free telephones is approximately $26,000. City staff did research the phone devices being offered and ensured the reliability and quality of the devices being offered. Staff also conducted reference checks, which demonstrated that Maverick Networks is a reliable and efficient vendor for telephony systems that provides exceptional customer service.

Some nearby cities that currently work with Maverick Networks include City of West Covina, Irwindale, Azusa, and Fontana.

If approved, the City would enter into a Professional Services Statement of Work for Professional Services with Maverick Networks which would include the acquisition, configuration, and implementation of the software and replacement of the current telephone equipment.

Some highlights of the proposed agreement are:
• Telephone devices at no cost to the City
• Conference phones at no cost to the City
• $19,491 in free services credit to the City
• Cost savings from no longer using analog lines

South Pasadena Municipal Code Section 2.99-29(21) and the City’s Purchasing Policy provides an alternative procurement method by permitting the City to obtain goods and/or services without competitive bidding from a vendor who offers the same or better price, terms, and/or conditions as the supplier previously offered as the lowest responsible bidder under competitive procurement conducted by another city or public agency, provided that the process is similar to the City’s standards and is for like quantities and is in the best interest of the City. Maverick Networks proposed the RingCentral solution, utilizing the OMNIA Partners Purchasing Program. The OMNIA Partners Purchasing Program competitively solicits cooperative purchasing contracts for public agencies and the contracts are available for the use and benefit of governmental entities. Staff has determined that the requirements of Section 2.99-29(21) are satisfied for the purchase of the RingCentral system.

Although the RingCentral solution is covered under the OMNIA Partners Purchasing Program, the implementation services being proposed by Maverick Networks are under a separate agreement, as this is a one-time cost solely for implementation. The proposed agreement with Maverick Networks does not require an exception to the City’s Purchasing Policy, as more than three quotes were received in response and are now being presented to the City Council for approval, as the cost is above $30,000. 20 - 3
VoIP System
July 19, 2023

Alternatives

1. Maintain status quo and no upgrades to the telecommunications systems are made; or

2. Direct staff to release a request for proposal for telecommunications system.

Fiscal Impact
Funds in the amount of $180,000 are included in the City’s Capital Improvement Program, under Account No. 400-9000-9149-9149-000 (Capital Improvement Program- VoIP Phone/Network System). These funds will be used to fund the implementation of the project ($40,000), first year cost for RingCentral system ($43,203) and other project costs such as network cabling and other contingencies ($96,797).

The annual cost for the VoIP system is $43,203 and will be budgeted accordingly for the following fiscal years.

Key Performance Indicators and Strategic Plan
This item aligns with Strategic Plan priority 6d, to improve technology, and the Department’s key performance indicator for FY 2024 of upgrading the City’s analog phone system to a modern digital phone system.

Attachments:

1. Professional Services Statement of Work for Professional Services with Maverick Networks Inc.

2. Agreement with RingCentral

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ATTACHMENT 1
Professional Services Statement of Work for Professional Services with Maverick Networks Inc.
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MNI Agreement Implementation Cloud Services SOW

Maverick Networks, Inc.

Professional Services Statement of Work for
Implementation Services
This Maverick Networks, Inc. Professional Services Statement of Work for Professional Services and PS Agreement (this “SOW”/ “PS Agreement”). is executed by Maverick Networks, Inc., Inc. (“Maverick Networks, Inc.”), and City of South Pasadena the “Customer”) pursuant to, and is subject to, the Maverick Networks, Inc. PS Agreement executed by Customer and Maverick Networks, Inc. on or about July 19, 2023 (the “PS Agreement”). Capitalized terms used in this SOW but not otherwisedefined shall have the respective meanings given to them in the PS Agreement.

Customer: City of South Pasadena
Quote/SOW Number: 06292023-AW
Labor Cost: $40,000.00 USD
Project Phases: Single Phase Project
Scope of the Phase Value Completion Criteria
Phase All the Professional Services
described in this SOW, for the
implementation of the
RingCentral MVP system
Same as Labor Cost.
(Excluding Taxes and
Service Expenses if
applicable (Actuals).

Completion of all Professional
Services described in this SOW.

The following activities shall be performed in accordance with this Statement of Work and the PS Agreement at the location(s) and for the number of Users and Sites indicated in the attached Appendices:

1. General

1.1. Assignment of a designated Project Manager (“PM”) – The Maverick Networks, Inc. PM will act as Single Point of Contact (SPOC) for delivery services, following the Project Management Institute (PMI) standard methodology. The Maverick Networks, Inc. Project Manager will be responsible for the following activities in connection with this Statement of Work (SOW):
i. Internal and external kickoff session hosted by Maverick Networks, Inc.; ii. Creation and management of project governance, toinclude:
a. Project plan and Schedule;
b. Communication plan, resource plan, escalation plan, change plan, testplan; c. Action and risk register;
20 - 7
;.,
maverick

NETWORKS INC
MNI Agreement Implementation Cloud Services SOW
iii. Completing resource assignment and scheduling in alignment with projectschedule; iv. Set up of project documentation and timelines in collaboration with designated Customer SPOC;
v. Identifying, communicating and mitigating project risks and issues; vi. Alignment of scope of services with customer expectations duringkickoff. vii. Developing, reviewing, authorizing, implementing, and managing change requests and interventions (Perform Change Management) to achieve project outputs; viii. Facilitating and leading regular status update meetings, organize planning sessions and Customer steering committees, as applicable;
ix. Completing scoped migration and go live support; and x. Performing closure procedures at the conclusion of projectactivities.

2. Maverick Networks, Inc. Planning and Design

2.1. Maverick Networks, Inc. Planning and Design (“P&D”) and Business Requirements Document (“BRD”) review – Maverick Networks, Inc. will initiate the Planning and Design process and introduce the Business Requirements Document to the Customer. The Maverick Networks, Inc.

PM will partner with the Customer to schedule discovery to define, capture, record, and review the existing Customer environment. The location(s) and number of users involved in the Planning and Design process are set forth in Appendix A.

The Maverick Networks, Inc. Consultant will review the completed BRD form with the Customer to clarify any design questions and recommend best practices prior to execution of final deliverable. The fully reviewed BRD is signed off by Customer’s Project Manager and Maverick Networks, Inc.’s Project Manager prior to moving to deployment.
i. Any changesto the fully executed BRD willrequire an executed Change Order and may incur additional fees.
ii. Data captured may include, but is not limited to, the following:
a. Customer Site Information;
b. User Upload;
c. Data collection for End-User and Administrator Training; d. Porting data; Call flow(s);
e. Roles and Permissions;
f. Delivery Overview;
g. Go-Live Readiness Report Card;
iii. Delay in completing and returning Customer documentation may result in an adjustment of project timeline and additional fees.

2.2 Network Readiness Assessment – Maverick Networks, Inc.willreview existing infrastructure prior to implementation to assure proper bandwidth at all facilities.

3. Maverick Networks, Inc. Build

3.1. Maverick Networks, Inc. User Interface (“UI”) Build Out i. Maverick Networks, Inc. will remotely configure the user interfaces in the system (“UI Build Out”) based on the specifications agreed to between the parties in theBRD. ii. The UI Build Out will include the features and applications listed in this Section, for up to the number of Users, and the locations set forth in Appendix B. iii. Additional Users and locations not listed in Appendix B are subject to additional fees via executed Change Order
iv. The UI Build Out will include:
a. Core Office scripting and UI administration
20 - 8
MNI Agreement Implementation Cloud Services SOW
b. Users – This portion of the UI Build Out includes the following:
• Extension Number;
• First Name;
• Last name;
• Email address; and
• E911 Address(Customershall verify that this addressis correct in the system within twenty-four (24) hours of notification by Maverick Networks, Inc.

Personnel that the UI Build Out is complete)
c. Auto Attendant - This portion of the UI Build Out includes the following (as agreed upon and documented in the BRD):
• Configuration of the Call Flows for the routing of calls during business hours including:

1. Setup of Auto Receptionistfeatures;

2. Routing and/or IVR menu creation; and

3. Advanced Rules setup needed for routing menus
• Configuration of the Call Flows for the routing of calls after business hours, including the setup of Auto Receptionist features, routing and/or IVR menu creation, and the Advanced Rules setup needed for routingmenus. d. Call Routing - This portion of the UI Build Out includes the following (as agreed upon and documented in the BRD):
• Configuration of the groups to be used for call routing including Virtual Extensions, Call Queue Groups, Message and Announcement Only Extensions.

4. Maverick Networks, Inc. Delivery Services

4.1. Onsite Delivery and Go Live Services
i. Maverick Networks, Inc. Professional Services will provide a resource for on-site delivery services to complete the following:
a. Provide technical resources for testing, staging, and deployment of Maverick Networks, Inc. phones for digital lines in the locations listed in Appendix B (“Sites”) b. Complete user validation via active floor walk, ride along, or shadowing sessions c. On-site training and go-live services to complete end user training sessions • Curriculum for training services is based on user profiles defined in the executed BRD (see section 2)
d. Document open issues in action log;
e. Transition into supportservices;
f. Perform closure procedures at the conclusion of projectactivities ii. Customer responsibilities:
a. Customer is responsible for decommission and disposal of any legacy equipment b. Provide workspace for Maverick Networks, Inc. on-site personnel

5. Maverick Networks, Inc. Training Services

5.1. Admin Training – Maverick Networks, Inc. Professional Services will provide resources to complete the following:
i. Sessions cover the following:
a. Building, activating, disabling and deleting users;
b. Managing user settings with role, templates, and User groups (if applicable); c. Managing system setup and maintenance via the Admin Portal including phone company info, caller ID, and directory assistance;
20 - 9
MNI Agreement Implementation Cloud Services SOW
d. Managing phones and numbers including assisted provisioning; e. Call flow management;
f. Reports and call logs; and
g. Familiarization with Support/Training/Help resources ii. Session recordings are included at no additional cost iii. Online, self-service admin training included at no additionalcost via web portal. a. Webinars & Videos, Getting Started Tutorials, and UserGuides iv. Custom admin training, documentation, and videos available at an additional cost via executed Change Order
v. Additional admin sessions are available to the customer via Change Request at an additional charge
vi. Helpdesk training sessions are available to the customer at an additional cost via executed Change Order

5.2. End User Training - Maverick Networks, Inc. Professional Services will provide resources to complete the following:
i. One-hour training sessions:
a. Standard End User
b. Train the Trainer (Standard End User)
c. Exec Assistant/Front Desk
d. Remote User
ii. Remote session recordings included at no additional cost iii. Online, self-service end user training included at no additionalcost a. Webinars & Videos, Getting Started Tutorials, and UserGuides iv. Custom end user training, documentation, and videos available at an additional cost via change request
v. Additional end user sessions are available to the customer via Change Request at an additional charge

6. Customer Responsibilities – The Customer is responsible for aspects not specifically included in this Statement of Work. Out of scope itemsinclude:
i. The customers LAN/WAN infrastructure;
ii. The customers cabling infrastructure;
iii. Network minimum requirements for Maverick Networks, Inc. as a Servicemodel; a. Quality of Service (QoS) configuration;
b. Firewall or Access Control List (ACL) configuration; c. Power over Ethernet (POE) port activation / configuration; iv. Configuration and software installation on customerPCs; v. Decommission and disposal of any legacy equipment;
vi. Provide workspace for Maverick Networks, Inc. on-site personnel (asscoped); vii. Overhead paging;
viii. Postage Machines;
ix. Credit Card or Point of Sale (POS)Machines;
x. Door buzzer or Automatic Door Controller;
xi. Third party SIP phones;
xii. Headsets;
xiii. Analog Devices.
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MNI Agreement Implementation Cloud Services SOW

7. Customer’s Telephone Number Porting –The Customer is responsible for authorizing the telephone number porting by Maverick Networks, Inc. Maverick Networks, Inc.shall provide guidance on porting data collection, and shall assist with submission of porting request(s). This effort pertains to those locations identified in Appendix B. Customer and Maverick Networks, Inc. agree that Maverick Networks, Inc. is not responsible forthe portability of any individual number or group of numbers and the sign-off the Professional Services Project Completion Signoff Document shall not be withheld by Customer for delays in the porting of the numbers.
i. Notwithstanding the above, the Maverick Networks, Inc. Project Manager, upon Customer request, shall assist the Customer with this responsibility by performing the following tasks for eachSite:
ii. The Maverick Networks, Inc. Project Manager shall assist the Customer with the initial submission of port requests and shall assist in up to three (3) rejections/resubmissions per location or 90 days from submission, whichever occursfirst; a. Any additional port rejections will be the responsibility of theCustomer; b. Customer shall provide Maverick Networks, Inc. all appropriate Letters of Authorization
(“LOA”'s), billing information, and authorized signer for each location; c. Porting submissions will include numbers mapped to correct route as “company” numbers or Direct Dial phone numbers;

8. Delays and Changes- Changes to this SOW shall be made only in a mutually executed written change order between Maverick Networks, Inc. and Customer (a “Change Order,”) a sample of which is attached as Appendix C to this SOW), outlining the requested change and the effect of such change on the Services, including without limitation the fees and the timeline as determined by mutual agreement of both parties. Any delays in the performance of consulting services or delivery of deliverables caused by Customer, including without limitation delays in completing and returning Customer documentation required during the P&D or completing the BRD, may result in an adjustment of project timeline and additional fees. Any changes or additions to the services described in this SOW shall be requested by a Change Order and may result in additionalfees.

9. Project Phasing. - The Professional Services may be delivered in one or more phases as set forth in this SOW. This SOW describes the milestones, objectives, Deliverables, Sites, fees and other components that are included in the scope of each phase (“Project Phases”). Customer agrees that the delivery, installation, testing, acceptance and payment for the Professional Services rendered under any one Project Phase is not dependent on the delivery, installation, testing, acceptance and payment for the Professional Services under any other Project Phase. Each Project Phase will be billed upon Acceptance, and Payment for each Project Phase is due in full within the applicable payment period agreed between the parties and is non-refundable. 20 - 11
MNI Agreement Implementation Cloud Services SOW
IN WITNESS WHEREOF, the Parties have executed this Maverick Networks, Inc. Professional Services Statement of Work for Implementation Services below through their duly authorized representatives.

Customer Maverick Networks, Inc.

City of South Pasadena Maverick Networks, Inc.

By: By:

Name: Name:

Title: Title:

Date: Date:
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MNI Agreement Implementation Cloud Services SOW
MNI Professional Services
Statement of Work for Professional Services
Appendix A
Planning and Design Location
Planning and Design Location Address(s): Up to # of Users Remote & Onsite 200
Maverick Networks, Inc. Professional
Services Statement of Work for Professional
Services Appendix B
Site Facility Name Address Number of Users
1 City Hall 1414 Mission St. TBD
2 Police Department 1422 Mission St. TBD
3 Fire Department 817 Mound Ave. TBD
4 Public Works/Water Operations 416 E. Garfield Ave. TBD 5 Library 1100 Oxley St. TBD
6 Community Services 815 Mission St. TBD
7 Senior Citizen Center 1102 Oxley St. TBD
8 City Yard 825 Mission St. TBD
20 - 13
MNI Agreement Implementation Cloud Services SOW
MNI Professional Services
Statement of Work for Professional Services
Appendix C
Change Order Form for Implementation Services
This Change Order to the Statement of Work is subject to the Professional Services Agreement (the “PS Agreement”) by and between Customer and Maverick Networks, Inc. with the Effective Date listed below, establishes a change to the project scope or budget. By executing this Change Order, the parties agree to be bound by the terms and conditions set out in the PS Agreement with respect to the Services to be performed under the PS Agreement and Statement of Work (“SOW”) indicated below as modified by this Change Request.

Effective Date of PS
Agreement:

Effective Date of SOW:

Project Name: Request Date: PO Number: Quote Number:

Customer Name: Requested By: Requestor
Phone:

Requestor email:

Customer Address:

Specific Details Explaining the Change:

Change 1
Quantity: Description: Professional Services Cost:

BY SIGNING BELOW, the Parties have each caused this Change Order to be signed and delivered by its duly authorized representative as of the date Customer signs below (the “Effective Date”).

Customer Maverick Networks, Inc.

By: By:

Signed: Signed:

Title: Title:

Date: Date:

Change Order Total:

Impact on Project Timeline and Scheduled Delivery Date:

Impact on SOW Pricing:
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ATTACHMENT 2
Agreement with RingCentral
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Initital Order Form Page 1 of 3

INITIAL ORDER FORM
This Initial Order Form is a binding agreement between RingCentral, Inc. (“RingCentral”) and City of South Pasadena (“Customer” or “You”) (together the “Parties”), for the purchase of the Services, licenses, and products listed herein.

This Initial Order Form is subject to and incorporates the terms and conditions of: (i) the separate written agreement, executed by the Parties governing the purchase of the Services described in this Order Form, or (ii) the RingCentral Online Terms of Service available at https://www.ringcentral.com/legal/eulatos.html, if there is no written agreement in place (hereinafter (i) and (ii) referred to as the “Agreement”). Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. Unless agreed by both Parties in writing, any terms or conditions set forth in a Customer-issued purchase order or ordering document shall not apply.

Please note that RingCentral Office is now RingCentral MVP. All references to “RingCentral Office”, whether in terms of service, advertising or product descriptions, mean “RingCentral MVP”.

Customer Service Provider
City of South Pasadena RingCentral, Inc.
1414 Mission St.

South Pasadena, CA 910360
United States
20 Davis Drive
Belmont, CA 94002
United States
Luis Frausto
(626) 403-7230
[email protected]
Service Commitment Period
Start Date: June 30, 2023
Initial Term: 60 Months
Renewal Term: 36 Months
Payment Schedule: Annual
RingCentral MVP Services
Recurring Services
Summary of Service Qty Rate Subtotal
DigitalLine Unlimited Advanced 200 $198.00 $39,600.00
DigitalLine Unlimited Advanced $144.00
Compliance and Administrative Cost Recovery
Fee $42.00
e911 Service Fee $12.00
Additional Local Number 300 $12.01 $3,603.00
Annual Recurring Services* $43,203.00
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RingCentral
Initital Order Form Page 2 of 3
One-Time Items
Summary of Item(s) Qty Rate Subtotal
Yealink T46U Ultra-elegant Gigabit IP Phone 190 $0.00 $0.00 Yealink CP925 - Touch-Sensitive IP Conference Phone 10 $0.00 $0.00 One-Time Total $0.00
Total Initial Amount $43,203.00
*Amounts are exclusive of applicable Taxes, Fees, and Shipping Charges.

Cost Center Billing
For customers with cost center billing, it is the customer’s responsibility to provide cost center allocation information to RingCentral at least 10 days prior to the issuance of the invoice. After the information is received, it will be reflected on future invoices, but will not be adjusted retroactively on past invoices. If purchasing additional services through the administrative portal, it is the customer’s responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For additional questions, please contact the RingCentral invoice billing team at [email protected].

Customer Reference. Customer agrees to provide RingCentral upon request, with a case study, press release/activity, blog post, written recommendation, video testimonial, public speaking opportunity or other similar public marketing activity which RingCentral is free to use in its reasonable discretion for marketing purposes.

Free Services Credit
Customer will be entitled to receive a one-time credit in the amount of 19,491.25 US Dollars. This credit will be applied against charges for recurring Services set forth in this Order Form, (and any taxes and fees associated with those Services), included in future invoices issued by RingCentral to Customer for the recurring Services included in this Order Form until the total amount of the credit is used. The Customer will be responsible to pay for any additional services and products, including without limitation, additional lines and extensions, seats,licenses, one-time services, usage base fees and bundles, IP devices, and their associated taxes and fees. This credit is non-transferable and non-refundable, and any unused amount will expire immediately upon termination of your Order Form.

Special Terms & Notes
Non-Standard Terms
1) Applicable Agreement. This Order Form is subject to the terms and conditions specified in the RingCentral Master Services Agreement (MSA) incorporated into the Region 4 Education Service Center (ESC) Contract # R200902 for Unified Communications as a Service (UCaaS) with RingCentral Inc. Effective: October 1, 2020 at its Appendix B, found at: https://public.omniapartners.com/suppliers/ringcentral/contract-documentation#c38627, and administered by OMNIA Partners for Region 4 ESC.
2) A separately executed MSA is NOT required between the OMNIA Partners Participant and RingCentral. The following Attachments to the MSA are incorporated into and form a part of the MSA applicable to this Order Form:

Exhibit A – Definitions
Service Attachment A – RingCentral MVP (fka Office)
Service Attachment B – Professional Services Agreement
3) Contract Number R200902 must appear on:
a. RingCentral quotations to the OMNIA Partners Participant; b. The OMNIA Partners Participant’s Purchase Order; and c. The RingCentral invoice.
4) Venue and Choice of Law is California.
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Initital Order Form Page 3 of 3
5) Renewal: Contract R200902 expires on 09-30-2023. Subscription renewal(s) must occur ON OR BEFORE 09-30- 2023 otherwise the renewal will not be valid. OMNIA Partners Participant acknowledges and agrees that RingCentral shall be held immune from any and all liability that may arise as a result of the OMNIA Partners Participant’s loss of RingCentral furnished Services resulting from a disruption of Service because of a non-renewal of the Subscription, including but not limited to losing assigned phone numbers, inability to make or receive calls or facsimiles, and lack of access to emergency calling services.

IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives.

Customer RingCentral
City of South Pasadena RingCentral, Inc.

By: \RCsign1\ By:

Name: \RCname1\ Name: Rich O'Dea
Title: \RCtitle1\ Title: VP, Enterprise Sales
Date: \RCdate1\ Date: \RCdate1\
.
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DATE:

City Council
Agenda Report
July 19, 2023
ITEM NO.

FROM: Armine Chaparyan, City Manager 9� 1w ft,,
PREPARED BY: H. Ted Gerber, Public Works Director
--
SUBJECT: Approve the Third Amendment to the Contract with Right of Way, Inc. to Extend the Contract Term to January 31, 2024 and Increase the Total Not to Exceed Amount to $115,000
Recommendation
It is recommended that the City Council:

1. Approve the Third Amendment to the contract with Right of Way, Inc. to extend the term to January 31, 2024 and increase the maximum compensation by $15,000, for a new not to exceed amount of $115,000; and

2. Appropriate $15,000 from Measure M Fund 236 into Public Works Measure M Contract Services Account No. 236-6010-6011-8180-000 for the rental of the Krail equipment; and

3. Authorize the City Manager to execute the amendment.

Background
On August 19, 2020, the City Council authorized staff to facilitate the installation of concrete K-rail barriers along sections of Mission Street between Fair Oaks Avenue and Meridian Avenue. Accordingly, the City Council approved an on-call contract with Right of Way, Inc. (ROW) to provide the necessary K-rail barriers on an as needed basis. The contract terminates on August 19, 2023.

The K-rails are placed in parking spots along sidewalks to support businesses' use of these locations for approved outdoor purposes, such as outdoor dining. As such, several businesses have set up wooden platform parklets inside the K-rails. The future configuration of parklets and K-rails is currently being planned through the City's Slow Streets Program, however, the contract extension with ROW is necessary to retain the Krails in place while the Slow Street Program roadway modification design work is completed, which is currently underway.

The Slow Streets Program is intended to provide space for residents to safely walk and ride, and to support local business use of outdoor space for dining or other purposes.

This is accomplished by installing temporary program equipment along streets in the form of temporary striping, curb extensions using reflective delineators, and bicycle lanes 21 21 - 1
Third Contract Amendment with Right of Way, Inc. for K-Rail Rental July 19, 2023

where feasible, using short-term paint/tape and signs. Temporary parklet structures are added to create usable street space, and other placemaking elements like furniture, plants, and art pieces are also incorporated. In 2021, Public Works completed the predesign outreach and prepared preliminary drawings illustrating the striping, curb extensions, parking and parklet layouts and dimensions to properly install program equipment and demonstration improvements along Mission Street and several residential roadways. Public Works began working with the consultant again in Spring 2023 to complete the design and outreach effort that proceeds the equipment installation on Mission Street.

Analysis
As stated above, the proposed Third Amendment will allow the City to retain the K-rails in place while the Slow Street Program roadway modification design work is completed.

The Third Amendment will extend the term of the agreement to January 31, 2024 as well as provide an increase to the compensation for extending the use of the concrete barriers in the amount of $15,000.

Fiscal Impact
Extending the concrete barriers through January 31, 2024 will cost approximately $15,000. Of the $100,000 presently appropriated to the ROW K-rail rental purchase order, $89,259.23 has been expended as of June 30, 2023. Staff is recommending the Council appropriate $15,000 from Measure M Fund 236 into Public Works Measure M Contract Services Account No. 236-6010-6011-8180-000 for the rental of the K-rail equipment.

Public Notification of Agenda Item
The public was made aware that this item was to be considered this evening by virtue of its inclusion on the legally publicly noticed agenda, posting of the same agenda and reports on the City’s website.

Attachments

1. Proposed Third Amendment with Right of Way, Inc.

2. First and Second Amendments with Right of Way, Inc.

3. Master On-Call Services Agreement with Right of Way, Inc. 21 - 2
ATTACHMENT 1
Proposed Third Amendment to Agreement with
Right of Way, Inc.
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THIRD AMENDMENT TO

AGREEMENT FOR SERVICES
THIS AMENDMENT (“Amendment”) is made on this 19th day of July 2023, by and between the CITY OF SOUTH PASADENA (“CITY”) and RIGHT OF WAY, INC. (“CONTRACTOR”).

RECITALS
WHEREAS, on August 19, 2020, the City Council approved an on-call contract with Right of Way, Inc., to provide concrete barriers for parking closures as part of the Al Fresco Dining and Retail Pilot Program on an as-needed basis; and WHEREAS, on August 18, 2021, the City Council approved the first amendment to the on-call contract with Right of Way, Inc., to extend the contract to August 19, 2022 and establish month-to-month unit costs for equipment and other services; and WHEREAS, on August 17, 2022, the City Council approved the second amendment to the on-call contract with Right of Way, Inc., to extend the contract to August 19, 2023 and establish month-to-month unit costs for equipment and other services; and
WHEREAS, the Contractor has deployed barriers in conformity with the Agreement and the City desires to continue use of those barriers; and WHEREAS, the City and Contractor desire to extend the contract term to January 31, 2024 and increase the compensation for the extended use of the barriers; NOW, THEREFORE, THE CITY AND THE CONTRACTOR AGREE AS FOLLOWS:

1. PARAGRAPH 3.5 “Maximum Amount” is amended to read as follows: The total amount of compensation and costs payable to Consultant by the City under this Agreement is One-Hundred and Fifteen Thousand ($15,000), which is comprised of Fifty Thousand ($50,000) for the original Scope of Services; Twenty-Five Thousand ($25,000) for the first extension of the contract term, ($25,000) for the second extension of the contract term, and Fifteen Thousand ($15,000) for this third extension of the contract term.

2. PARAGRAPH 3.7 “Termination Date” is amended to read: January 31, 2024, or when the work is satisfactory completed, whichever occurs first, or unless extended by a supplemental amendment.
21 - 5

3. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.
“City”
City of South Pasadena
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Contractor”
Right of Way, Inc.

By:______________________________
Signature
Printed:___________________________
Title:_____________________________
Date:______________________
Attest:

By:__________________________
Mark Perez, Deputy City Clerk
Date:________________________

Approved as to form:

By:___________________________
Roxanne Diaz, City Attorney

Date:________________________
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ATTACHMENT 2
First and Second Amendments to
Agreement with Right of Way, Inc.
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 DocuSign Envelope ID: F5CDA767-0641-4E20-BC37-D4C30DB51E72 21 - 9

FIRST AMENDMENT TO

AGREEMENT FOR SERVICES
THIS AMENDMENT ("Amendment") is made and entered into on the 18th day of August, 2021 by and between the CITY OF SOUTH PASADENA ("City") and Right of Way, Inc. ("Consultant").

RECITALS
WHEREAS, on August 19, 2020, the City Council approved an on-call contract with Right of Way, Inc., to provide concrete barriers for parking closures as part of the Al Fresco Dining and Retail Pilot Program on an as-needed basis; and WHEREAS, the Term of the Agreement is through August 19, 2021, with the option to extend upon written agreement of the parties; and
WHEREAS, the Consultant has deployed barriers in conformity with the Agreement and the City desires to continue use of those barriers; and WHEREAS, the Payment for Services in the Agreement shall not exceed the Maximum Amount of the Agreement, as amended, unless the City has given specific advance approval in writing; and
WHEREAS, the City and Consultant desire to extend the contract term by 12 months.

NOW, THEREFORE, THE CITY AND THE CONSULTANT AGREE AS FOLLOWS:

1. PARA GRAPH 3 .1 "Scope of Services" is amended by adding an additional Scope of Services as set forth in Exhibit 1, attached and incorporated by this Amendment.

2. PARAGRAPH 3.5 "Maximum Amount" is amended to read as follows: The highest total compensation and costs payable to Consultant by the City under this Agreement.

The Maximum Amount under this Agreement is Seventy-Five Thousand ($75,000), which is comprised of Fifty Thousand ($50,000) for the original Scope of Services; and Twenty-Five Thousand ($25,000) to extend the contract term.

3. PARAGRAPH 3.7 "Termination Date" is amended to read: August 19, 2022, or when the work is satisfactory completed, whichever occurs first, or unless extended by a supplemental amendment.

4. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.
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DocuSign Envelope ID: F5CDA767-0641-4E20-BC37-D4C30DB51E72 21 - 10
TO EFFECTUATE TIDS AMENDMENT, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. "CITY"
City of South Pasadena
In DocuSigned by:

By: ___ ~:!~AO~~OM,
Signature
Printed: Amrine Chaparyan
Title: City Manager
Date: -----------
Attest: ~ DocuSigned by:
(},~..,.,._ 'Pt,_.,.,>
By:__ BDCE537AC2E843L
Date: ---------
Approvedra:t: b~~!
By: ___ l_'.: OE98AF29902B451 ...

Date: ---------
263222.1
"Consultant"
RightofWay, Inc. . ... ~,,,-
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By: ~-:. ··-=
Sigfifiiure /<~;:<<>
Printed: s:Jiv12n S cl-;·bctr .--,
Title: ti.? -----------








 

 DocuSign Envelope ID: F5CDA767-0641-4E20-BC37-D4C30DB51E72 21 - 11
Exhibit 1
Scope of Services
Up to an additional 12 months of traffic control services for the Al Fresco Dining and Retail Pilot Program, including management plans, installation, and removal of the necessary traffic control management devices on a month-to-month basis, on a unit cost basis. The below table of unit costs will replace the table that was included in the original contract.

Item Unit Cost
20ft K-rail (first month) $85.00
20ft K-rail ( each additional month) $44.50
1 Oft K-rail (first month) $62.00
10ft K-rail (each additional month) $25.00
5ft K-rail (first month) $62.00
5ft K-rail (each additional month) $25.00
Crane and rigging fee (based on 8 hours) $2,472.00
Crane and rigging fee over time (based on 4 hours) $1,820.23 Freight and trucking fee $805.00
Traffic control, install and removal (based on 8 hours) $1 ,800.00 Traffic control, install and removal over time (based on 4 hours) $450.00 263222.1
21 - 12
DocuSign Envelope ID: 42AAF8DF-5O32-4A07-ACA3-3F0F7C3CE1 BE DocuSlgn Envelope ID: DA7041E7-8DA2-43AD-B15E-ASA5EB28CB3F

SECOND AMENDMENT TO

AGREEMENT FOR SERVICES
THIS AMENDMENT ("Amendment') is made on this 17th day of August 2022, by and between the CITY OF SOUTH PASADENA ("CITYj and RIGHT OF WAY, INC. ("CONTRACTOR").

RECITALS
WHEREAS, on August 19, 2020, the City Council approved an on-call contract with Right of Way, Inc., to provide concrete barriers for parking closures as part of the Al Fresco Dining and Retail Pilot Program on an as-needed basis; and WHEREAS, on August 18, 2021, the City Council approved the first amendment to the on-call contract with Right of Way, Inc., to extend the contract to August 19, 2022 and establish month-to-month unit costs for equipment and other services; and WHEREAS, the Term of the amended Agreement is through August 19, 2022, with the option to extend upon written agreement of the parties; and WHEREAS, the Contractor has deployed barriers in confonnity with the Agreement and the City desires to continue use of those barriers; and WHEREAS, the Payment for Services in the Agreement shall not exceed the Maximum Amount of the Agreement, as amended, unless the City has given specific advance approval in writing; and
WHEREAS. the City and Contractor desire to extend the contract term to August 19, 2023.

NOW, THEREFORE, THE CITY AND THE CONTRACTOR AGREE AS FOLLOWS:

1. PARAGRAPH 3.5 "Maximum Amounr is amended to read as follows: The highest total compensation and costs payable to Consultant by the City under this Agreement. The Maximum Amount under this Agreement is OneHundred Thousand ($100,000), which is comprised of Fifty Thousand ($50,000) for the original Scope of Services; Twenty-Five Thousand ($25,000) for the first extension of the contract term, and Twenty-Five Thousand ($25,000) for this second extension of the contract term. 28389S.v2

14-4
21 - 13
DocuSign Envelope ID: 42AAF8DF-5O32-4A07-ACA3-3F0F7C3CE1 BE OocuSign Envelope ID: OA7041E7-8OA2-43AD-B15E-A8A5EB2BCB3F

2. PARAGRAPH 3.7 "Termination Date" is amended to read: August 19, 2023, or when the work is satisfactory completed, whichever occurs first. or unless extended by a supplemental amendment.

3. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.
"City" "Contractor''
City of South Pasadena Right of Way, Inc.
r:-.. By: L',_,, au,.,.,..._ ~ · By: ~~
Signature Signature
Printed: Armine Chaparyan Printed: Matt coumans
Title: City Manager
-------------- Title: General Manager
2/27/2023 1/26/2023
Date: _________ _
Attest:

By: ~
MarkPerez,
Deputy City Clerk
Date: 3/2/2oz 5
Approved as to form:
r:::i::;·.i,,,.t By: l ' ... _
Andrew L. Jared, City Attorney
2/8/2023
Date: -----------
283895.v2
Date: _________ _

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ATTACHMENT 3
Master On-Call Services Agreement with Right of Way, Inc. 21 - 15

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DocuSign Envelope ID: 1648ACA7-F352-4E91-AF61-24EBD64F2C1F 21 - 17
DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF

MASTER ON-CALL SERVICES AGREEMENT
Providing Payment of Prevailing Wages
(City of South Pasadena/ Right of Way, Inc.)

1. IDENTIFICATION
City of South Pasadena
Contract No. 2020-043
City Council Approved: 8/19/2020
This MASTER ON-CALL SERVICES AGREEMENT ("Agreement") is entered into by and between the City of South Pasadena, a California municipal corporation ("City"), and Right of Way, Inc. ("Contractor").

2. RECITALS

2.1. City has determined that it requires the following services from a contractor for traffic control services for the Al Fresco Dining and Retail Pilot Program, including management plans, installation, and removal of the necessary traffic control management devices on a month to month basis.

2.2. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. This Agreement has been awarded to the lowest responsive and responsible bidder, on the basis of an objective fee schedule proposal for on-call services. The City has set the basis for the rate, in specific physical units. Contractor's proposed rate including materials, labor, and all related costs, attached hereto as Exhibit B and incorporated herein by reference, is the fee schedule and basis for any Task Orders issued pursuant to this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Contractor agree as follows:

3. DEFINITIONS

3.1. "Scope of Services": Such services as are set forth in Contractor's August 12, 2020 proposal to City attached hereto as Exhibit A, as well as any executed Task Orders attached as Exhibits which shall be incorporated herein by reference.

3.2. "Approved Fee Schedule": Such compensation rates as are set forth in Contractor's fee schedule to City attached as Exhibit B and incorporated herein by this reference.

Compensation shall be tied to a volumetric or otherwise objective measure of work which shall include labor costs without a separate hourly rate. For example, for paving work, the fee schedule shall be in terms of cubic feet of paving material. Labor costs Approved for Use 11.15.16
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3 .3. "City Reference Specifications": The City's set of Reference Specifications, including the State of California Department of Transportation Standard Specifications, Standard Plans, and Manual of Traffic Controls, latest edition of each, and the Los Angeles County Department of Public Works Standard Plans, which are incorporated herein by this reference and are hereby accepted as Reference Specifications. These specifications shall provide the technical standards for work as applicable, in the opinion of the Director of Public Works. Copies are available online, or at City Hall.

To the extent any provisions in this Agreement or the Scope of Services are inconsistent with the City Reference Specifications, this Agreement's terms shall prevail.

3.4. "Agreement Administrator": The Agreement Administrator for this project is Joanna Hankamer, Director of Planning and Community Development. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Contractor.

3.5. "Maximum Amount": The total amount of compensation for work performed under this Agreement shall be Fifty Thousand Dollars ($50,000).

3.6. "Commencement Date": August 19, 2020.

3.7. "Termination Date": August 19, 2021

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11 :59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 18 ("Termination") below. Contractor may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this agreement.

5. IDENTIFICATION OF PROJECTS
When City determines a need exists for any of the services specified in Exhibit A to this Agreement, City and Contractor may execute a "Task Order" detailing the specific services needed, the applicable fees therefor in accordance with Exhibit B to this Agreement, and the time for completion of such services by Contractor. Each Task Order shall be attached to this Agreement as a sequentially-identified Exhibit and Approved for Use 11.15 .16
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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF thereby incorporated by reference. Contractor shall only perform services under this Agreement pursuant to a Task Order approved and executed by the City.

6. CONTRACTOR'S DUTIES

6.1. Services. Contractor shall perform the services identified in the Task Order. City shall have the right to request, in writing, changes to the Task Order. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to the Task Order or this Agreement.

6.2. Coordination with City. In performing services under this Agreement, Contractor shall coordinate all contact with City through its Agreement Administrator.

6.3. Business License. Contractor shall obtain and maintain in force a City business license for the duration of this Agreement.

6.4. Professional Standards. Contractor shall perform all work to the highest standards of Contractor's profession and in a manner reasonably satisfactory to City. Contractor shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

6.5. Appropriate Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision or by subcontractor(s) of Contractor, and all personnel engaged in the work shall be qualified to perform such services. Matt Coumans shall be Contractor's project administrator and shall have direct responsibility for management of Contractor's performance under this Agreement. No change shall be made in Contractor's project administrator without City's prior written consent.

6.6. Prevailing Wages. This Agreement is subject to the prevailing wage law as more fully set forth in Section 9 (Labor Code), for all work performed under this Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Contractor acknowledges that prevailing wage determinations are available for work performed under this Agreement.

6.7. Unauthorized Delay. Contractor shall complete all services associated with the Task Order within the time period specified therein, or within seven (7) work days after execution thereof if no time is specified, as directed by the Agreement Administrator.

If Contractor fails to complete such services to the satisfaction of City within the designated time period, Contractor agrees to forfeit and pay City the amount of fifty Approved for Use 11.15.16
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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF dollars ($50.00) per day for each and every day of unauthorized delay beyond the designated time period, which shall be deducted from any monies due Contractor. This payment shall be considered liquidated damages. Contractor agrees that such liquidated damages are reasonable under the circumstances existing at the time of execution of the Task Order, that such liquidated damages are to compensate City for losses that are difficult to measure, and that such damages are not a penalty.

6.8. Unforeseeable Delay. Contractor shall not be deemed in breach of this Agreement or any Task Order, and no forfeiture due to delay shall be made, because of any delays in the completion of a Task Order due to unforeseeable causes beyond the control and without the fault or negligence of Contractor provided Contractor requests from the Agreement Administrator an extension of time in writing. Unforeseeable causes of delay beyond the control of Contractor shall include acts of God, acts of a public enemy, acts of the government, acts of City, or acts of another contractor in the performance of a contract with City, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and weather, or delays of subcontractors due to such causes, or delays caused by failure of the owner of a utility to provide for removal or relocation of existing utility facilities. Delays caused by actions or negligence of Contractor or its agents, servants, employees, officers, subcontractors, directors, or of any party contracting to perform part of all of the Scope of Services or to supply any equipment or materials shall not be unforeseeable delays. Unforeseeable delays (those beyond Contractor's control) shall not entitle Contractor to any additional compensation beyond the Maximum Amount. The sole recourse of Contractor shall be to seek an extension of time from the Agreement Administrator.

6.9. Defective Work. All work which is defective in its construction or deficient in any of the requirements set by City Reference Specifications shall be remedied or replaced by Contractor in an acceptable manner at its own expense. Defective work shall not entitle Contractor to any additional compensation beyond the Maximum Amount.

6.10. Permits and Approvals. Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Contractor's performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

6.11. Notification of Organizational Changes. Contractor shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Contractor's firm or of any subcontractor. Change of ownership or control of Contractor's firm may require an amendment to this Agreement.

6.12. Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such documents Approved for Use 11.15.16
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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

7. SUBCONTRACTING AND ASSIGNMENT

7.1. General Prohibition of Assignment. This Agreement covers construction services of a specific and unique nature. Except as otherwise provided herein, Contractor shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

7.2. Contractor Responsible. Contractor shall be responsible to City for all services to be performed under this Agreement.

7.3. Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein including any Task Order unless (1) such subcontracting is specifically described in the proposal attached hereto or (2) the City provides prior written approval. In any event, Contractor shall supervise all work subcontracted by Contractor in performing the Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work.

The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to any Task Order. Contractor is obligated to ensure that any and all subcontractors performing any services shall be fully insured in all respects and to the same extent as set forth under Section 13, to City's satisfaction.

7.4. Compensation for Subcontractors. Contractor shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

8. COMPENSATION

8.1. General. City agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept payment, the fees identified in the Task Order and in accordance with Exhibit B to this Agreement in full satisfaction for such services. Compensation shall not exceed the fees identified in Exhibit B to this Agreement, nor shall the total amount of compensation under this Agreement exceed the Maximum Amount. Contractor shall not be reimbursed for any expenses unless provided for in this Agreement and authorized in the Task Order.

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8.2. Retention. City may retain up to 5% of each payment until project completion.

Contractor may at its own expense substitute securities equivalent to the amount withheld as retention (or the retained percentage) in accordance with Public Contract Code 22300. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with City, or with a state or federally chartered bank in this state as the escrow agent, who shall then pay those moneys to City. Upon satisfactory completion of this Agreement, the securities shall be returned to Contractor.

8.3. Invoices. Contractor shall submit to City an invoice within 30 days of completion of each Task Order. Each invoice shall identify the Task Order amount as well as the total amount paid to the Contractor under prior Task Orders and invoices.

8.4. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Contractor except as otherwise required by law. Contractor shall be solely responsible for calculating, withholding, and paying all taxes.

8.5. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Contractor.

8.6. Additional Work. Contractor shall not be reimbursed for any expenses incurred for work performed beyond that identified in a Task Order unless prior written approval is given by the City on a time-and-materials basis pursuant to a new or amended Task Order. Contractor shall not undertake any such work without prior written approval of the City. A new or amended Task Order shall be in accordance with the fees identified in Exhibit B to this Agreement.

9. LABOR CODE

9.1. Prevailing Wage Law. This Agreement is subject to the requirements of the prevailing wage laws, including, but not limited to, Labor Code Section 1720 et seq., and Labor Code Section 1770 et seq., as well as Code of Regulations, Title 8, Section 16000 et seq., which require payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. Contractor shall defend, indemnify, and hold harmless City, and its officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of failure or alleged failure of Contractor to comply with such prevailing wage laws.

9.2. Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, the Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification.

9.3. Forfeiture. Contractor shall forfeit as a penalty to City Two Hundred Dollars ($200.00), or any greater penalty provided in the Labor Code, for each calendar day, or Approved for Use 11.15.16
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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF portion thereof, for each worker paid less than the prevailing wage rates for any work done under this Agreement employed in the performance of the Scope of Services by Contractor or by any subcontractor of Contractor in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.

9.4. Apprentices. Contractor shall comply with the prov1s1ons of Labor Code 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code 1777.5.

9.5. Payroll Records. Pursuant to Labor Code 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Labor Code 1811 and Labor Code 1815 for any work performed by his or her employees on the public works project. The payroll records shall be certified and shall be available for inspection at all reasonable hours as required by Labor Code 1776.

9.6. 8-Hour Work Day. This Agreement is subject to 8-hour work day and wage and hour penalty laws, including, but not limited to, Labor Code 1810 and Labor Code 1813.

Contractor and any subcontractor(s) of Contractor shall strictly adhere to the provisions of the Labor Code regarding 8-hour work day and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Pursuant to the Labor Code, eight hours' labor shall constitute a legal day's work. Work performed by Contractor's employees in excess of eight hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay.

Contractor shall forfeit as a penalty to City $25.00, or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

9.7. Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code 1771 and Labor Code 1725.5 requiring registration with the Department of Industrial Relations (DIR).

10. PUBLIC CONTRACT CODE.

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10.1. Prompt Payment. This Agreement is subject to the prov1s1ons of Article 1.7 (commencing at § 20104.50) of Division 2, Part 3 of the Public Contract Code regarding prompt payment of contractors by local governments. Article l. 7 mandates certain procedures for the payment of undisputed and properly submitted payment requests within 30 days after receipt, for the review of payment requests, for notice to the contractor of improper payment requests, and provides for the payment of interest on progress payment requests which are not timely made in accordance with this Article. This Agreement hereby incorporates the provisions of Article 1.7 as though fully set forth herein.

10.2. Public Works Claims Less Than $375,000. To the extent applicable, this Agreement is further subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the contractor, for the response to such claims by the contracting public agency, for a mandatory meet and confer conference upon the request of the contractor, for mandatory non binding mediation in the event litigation is commenced, and for mandatory judicial arbitration if the parties fail to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

I 0.3. Ineligible Subcontractor(s). This Agreement is further subject to the provisions of Public Contracts Code 6109 which prohibits Contractor from performing work on this project with a subcontractor who is ineligible to perform work on the project pursuant to Labor Code 1777 .1 or Labor Code 1777. 7.

I 0.4. Assignment of Actions. Contractor and any and all subcontractors shall offer and agree to assign to City all rights, title, and interest in and to all causes of action it/they may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 4) or under the Cartright Act (Chapter 2 [ commencing with Section 16700] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this Agreement. This assignment shall be made and become effective at the time City tenders final payment to Contractor, without further acknowledgment by the parties.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material ("written products" herein) developed by Contractor in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Contractor may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Contractor.

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12. RELATIONSHIP OF PARTIES

12.1. General. Contractor is, and shall at all times remain as to City, a wholly independent contractor.

12.2. No Agent Authority. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

12.3. Independent Contractor Status. Under no circumstances shall Contractor or its employees look to the City as an employer. Contractor shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Contractor's previously earned California Public Employees Retirement System ("Ca!PERS") retirement benefits, if any, and Contractor specifically assumes the responsibility for making such a determination. Contractor shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation, and other applicable federal and state taxes.

12.4. Indemnification of CalPERS Determination. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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 the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for Ca!PERS benefits on behalf of Contractor 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.

13. INDEMNIFICATION

13.1. Definitions. For purposes of this Section 12, "Contractor" shall include Contractor, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, in the performance of this Agreement. "City" shall include City, its officers, agents, employees and volunteers.

13.2. Contractor to Indemnify City. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Contractor's alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Contractor or failure to comply with any provision in this Agreement.

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13.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Contractor shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

13.4. Attorneys Fees. Such costs and expenses shall include reasonable attorneys' fees for counsel of City's choice, expert fees and all other costs and fees oflitigation. Contractor shall not be entitled to any refund of attorneys' fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

13.5. Defense Deposit. The City may request a deposit for defense costs from Contractor with respect to a claim. If the City requests a defense deposit, Contractor shall provide it within 15 days of the request.

13.6. Waiver of Statutory Immunity. The obligations of Contractor under this Section 12 are not limited by the provisions of any workers' compensation act or similar act.

Contractor expressly waives its statutory immunity under such statutes or laws as to City.

13.7. Indemnification by Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 12 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Contractor's behalf.

13.8. Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Contractor's indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

14. INSURANCE

14.1. Insurance Required. Contractor shall maintain insurance as described in this section and shall require all of its subcontractors, Contractors, and other agents to do the same.

Approval of the insurance by the City shall not relieve or decrease any liability of Contractor. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

14.2. Documentation oflnsurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. Contractor shall file with City:

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Master On-Call Services Agreement

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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF • Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: Al Fresco Dining and Retail Pilot Program Traffic Managment
• Documentation of Best's rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

14.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance:
• General Liability:
• General Aggregate:
• Products Comp/Op Aggregate
• Personal & Advertising Injury
• Each Occurrence
• Fire Damage (any one fire)
• Medical Expense (any l person)
• Workers' Compensation:
• Workers' Compensation
• EL Each Accident
• EL Disease - Policy Limit
• EL Disease- Each Employee
• Automobile Liability
• Any vehicle, combined single limit
$2,000,000 per occurrence,
$4,000,000 aggregate
$4,000,000
$4,000,000
$2,000,000
$2,000,000
$ 100,000
$ I 0,000
Statutory Limits
$1,000,000
$1,000,000
$1,000,000
$1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and 1 imits shall be the greater of (I) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured

14.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 0 I. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

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14.5. Worker's Compensation Insurance. Contractor is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

14.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.

14.7. Professional Liability Insurance. If the Contractor is performing any surveying, engineering, architectural, or other design work for the project, Contractor shall provide proof of Professional Liability insurance in the amounts described above. If such work is not included in the Scope of Services, or required by the Task Order, Professional Liability Insurance shall not be required.

14.8. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.

14.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than for Professional Liability if required, for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Contractor's insurance policies shall be primary as respects any claims related to or as the result of the Contractor's work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or Contractors shall be non-contributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Contractor's insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

14.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Contractor does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Contractor under this Agreement. Failure of the Contractor to maintain the insurance required by this Approved for Use 11.15.16
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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

14.11. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Contractor shall provide no less than 30 days' notice of any cancellation or material change to policies required by this Agreement. Contractor shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Planning and Community Development Department, South Pasadena, CA 95945.

14.12. Contractor's Insurance Primary. The insurance provided by Contractor, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shal I be in excess of Contractor's insurance and shall not contribute with it.

14.13. Waiver of Subrogation. Contractor hereby waives all rights of subrogation against the City. Contractor shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

14.14. Report of Claims to City. Contractor shall report to the City, in addition to the Contractor's insurer, any and all insurance claims submitted to Contractor's insurer in connection with the services under this Agreement.

14.15. Premium Payments and Deductibles. Contractor must disclose all deductables and self-insured retention amounts to the City. The City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.

City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Contractor shall be responsible for all premiums and deductibles in all of Contractor's insurance policies. The amount of deductibles for insurance coverage required herein are subject to City's approval.

14.16. Duty to Defend and Indemnify. Contractor's duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

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Master On-Call Services Agreement

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15. MUTUAL COOPERATION

15.1. City Cooperation in Performance. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Contractor's services under this Agreement.

15.2. Contractor Cooperation in Defense of Claims. If any claim or action is brought against City relating to Contractor's performance in connection with this Agreement, Contractor shall render any reasonable assistance that City may require in the defense of that claim or action.

16. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Contractor's and City's regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below ( or to such other addresses as the parties may, from time to time, designate in writing).

If to City
Joanna Hankamer
City of South Pasadena
Planning and Community Development
Department
1414 Mission Street
South Pasadena, CA 91030
Telephone: (626) 403-7240
Facsimile: (626) 403-7241
With courtesy copy to:

Teresa L. Highsmith, Esq.

South Pasadena City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd., Ste. 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Facsimile: (213) 542-5710

17. SURVIVING COVENANTS
If to Consultant
Matt Coumans
Right of Way, Inc.
150 East Arrow Highway
San Dimas, CA 91773
Telephone: (626) 930-9292
Facsimile: (626) 930-9220
Master On-Call Services Agreement
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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF The parties agree that the covenants contained in paragraph 6.12 (Records), paragraph

12.4 (Indemnification of CalPERS Determination), Section 13 (Indemnification), paragraph 14.8 (Claims-Made Policies), paragraph 15.2 (Contractor Cooperation in Defense of Claims), and paragraph 20.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

18. TERMINATION

18.1. City Termination. City may terminate this Agreement for any reason on five calendar days' written notice to Contractor. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

18.2. Contractor Termination. Contractor may terminate this Agreement for a material breach of this Agreement upon 30 days' notice.

18.3. Compensation Following Termination. Upon termination, Contractor shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

18.4. Remedies. City retains any and all available legal and equitable remedies for Contractor's breach of this Agreement.

19. INTERPRETATION OF AGREEMENT
19 .1. Governing Law. This Agreement sh al I be governed and construed in accordance with the laws of the State of California.

19.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Contractor.

Approved for Use 11. 15 .16
Master On-Call Services Agreement

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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF

19.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

19.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

19.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

19.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

20. GENERAL PROVISIONS

20.1. Confidentiality. All data, documents, discussion, or other information developed or received by Contractor for performance of this Agreement are deemed confidential and Contractor shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.

20.2. Conflicts of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City's Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

Approved for Use 11.15.16
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20.3. Non-assignment. Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Contractor.

20.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

20.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

20.6. Time of the Essence. Time is of the essence for each and every provision of this Agreement.

20.7. Non-Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition ( cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

20.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Contractor unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Contractor of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

20.9. Excused Failure to Perform. Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in City's sole judgment that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

20.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

Approved for Use 11.15.16
Master On-Call Services Agreement

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DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF

20.11. Attorneys' Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, each party shall pay its own costs, including any accountants' and attorneys' fees expended in the action.

20.12. Venue. The venue for any litigation shall be Los Angeles County, California and Contractor hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below.

Printed: Stephanie DeWolfe
Title: City Manager
9/10/2020
Date:
----------
Attest:
!J DocuSigned by:

By: L!::ts!:4~~
Evelyn G. Zneimer, City Clerk
Date:9/10/2020
Approved as to form:

By, 7U;h-c~tL
Teresa L. Highsmith, City Attorney
Date: 9-10-2020
"Consultant"
Right of Way, Inc.

By:]na;(±-~UhUl,;t.d.,
Signature
Printed: Matt Coumans
Title: General Manager
Date: 09/09/2020
Master On-Call Services Agreement

Approved for Use 11.15.16
DocuSign Envelope ID: 1648ACA7-F352-4E91-AF61-24EBD64F2C1F 21 - 35
DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF EXHIBIT A and B
Scope of Work and Budget
Right of\Vay, Inc.
150 E. Arro,-,.· Hv.y Estimate
San Dimas. CA 91773 Date Estimate#
Pb.o~ : ti:!6-930-9292 Fa.st . 626-930-92~0
Billi g Address:

South Pil:iadma Managemem Departmut
Attn: Maruret Lm
1414 ~OD Stre:t
SouthPil:iad!!!.!, CA 9103 0
Desoriiption
Project Location.: Ci!y of SO'U1b Pa3ade!lil
- Diamond Avmu.':! B~tll,een :Missi001 Street and El Ceotro Sttr2et - El Ce.!!.tro Stte-:r Betwe,e,n Gl&.don. Wa,· ai:.li Mmiii.m A\·eoue - 1,fosioo. Stre-et Between Mernfuo. A,.......l1lle ac.d Faini e'i!i· Avenue - ~h;sioc 5~ Between Fau Oak; AWI!.u.e i!ll,i MOUlld A\,;mue Projea Descripri.oo. Al Fresco Dimlillg anli RetuJ: Program -K-Rail Rmtll wi1b PlaO!IDell! i!ll.d R.mlo.al.FetS
Cra.hCushlon-AttmMtorTmn:m.al- (OptioI!.!lCo,t) •
lOfi Con~ K-!wls - (Fmt Momh;i
20ft COll.~te K-Rilfils - (E.!ch Addit!ion.!l :MOOl!l!.) 10ft Conm!!~ K-Rails - (Fmt M-omh.)
!Oft Cl>n~1e K-P.iifu - (Each Addi'l!i!!'IL!l !.{()nth) Crane illlii Rig:gmg Fee~ ln:,,a]! lUllf R..a:Jw-.'al -(Ba5ed on 8 Hour.) •• Fr~1 ai:.d TruckiD5 F!':!, _ (Move-Il!.:)•fove-Out) •
Traffic Cootro !n..-ell and F.i!IIlOru - (Ba.;ed OJ!. g HoUIS} •• •Prt.ce5 are e~ll!d an.d rutject 10 dlilOge
Customer Contact:

S:omh Pa.adena Mal!ageneit Depi!Itlill!I!.t
Attn: Mcl:!,JRt Lm
1414 M"!inon Street
Somh P~ildeaa, CA 91030
Elllilil: mlm::il:!50uthpasad.eni1G1.g<1\'
Map Page Rep
Qty Rate
0 600.00
44 g5_00
44 4-t50
3 6'.HlO
3 40_(•0
2 2.300.00
16 805 00
2 1,850.00
Subtotal
Sales Tax (9.0%)
Total

Master On-Call Services Agreement

Approved for Use 11.15.16
P.O No.

To.1a1

0.00 0 CtlJ

3.740.00
Il,95R 00
186.00
~2D 00

4.600.00

12.SSO.OO

3.700.00
DocuSign Envelope ID: 1648ACA7-F352-4E91-AF61-24EBD64F2C1F 21 - 36
DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF ~Right of ,vay, Inc.
, 150 E. Arrow HViy
Estimate
San Dimas, CA 91773 Date Es.timate #
Fa.-.. : 6'.:::6-930-9::!'.!0
Billi g Addre.-ss: Cus.torner Contact
South Pa;adma Management Department
.At1n: Mar!,arct Lil!.

South Pa.adem Management Depl!Itl!W!.t
Atto: ~ l m
1414 !\f.i:sioc. Str~ 1414 Mi:5ion StEet
South Pil.sadma. CA 9103 0 South Paiadena, CA 91030
Email: ml.m@;outhpa:2demica.go'l.1
Description
•• Traffic Control Ol.'Enime Rate Conmt of The Regular Pay and One Half•• •• All Traffic Coll.£I01 labor for Sunday o.r That fac.e-edm:!: 12 HOUI5 or More Will ~ Billed at Double Toe Ri!~ \li'age; • • -
• No1:. Please allow a I!ricimum of (5-7) busine;; ~ pr.or to thl5 proJect. for sch-elfuling. pe:m:il proces.; and or ~ ord.~r; Thli project may reqt1ire coomimtion aim ~A. mghE 'llill'Ik lll!d ooi;e ~e appro'l.'il~. f2es md promsmg 1mli! icay "~'- The Vilriou; Ci'l)'s May R.eq_ltire Add.iriotlll1 Sue ~t~e a.oli or Sec'Jru'\'-Estimate Ex.c.htd.e; After Hour, Site ~..amtenaoce Sen.ices. PlS2oe Call fur R.nes All penoil; arui drl!Wiog; are subject to ch:ll!.ge ilnli C-l!ty approra All projecr."site d?.anges Dlil)" ef:fact :rat:5 An.y d.m:a;e-;i or l1m equipm.em •a;ill be billed to Je,s;eekomraccor at replacemeDt value~ AC:dm.onal mO\i-e, inf~; ma}' vaiy p~ labor re~~ Labor & Pemrit :Rz.tes for .Sati1r1w;. S11Dda,· m<l. or Holidays DlilV\'an·.

ACCEPTANCE.OFPROPOSAL: - - -
ltigbt of Way Inc.. ii lweby aumarized to perfi>mi the sen.ice; de;m~d in the abo'ie propo.al for wmcb the tmrlmipled agrees to pay the amoum mted m said :propo;al. m,d ammii:ng co the telmi- th&emn:

Dau!: _________________ _
PrimAu'lhoriud~mt l 'r~: _________ _
Sig:nz.lllii!: _______________ _
Project I Job No _____________ _ .lrcha..e Order No ____________ _ Coot2ctNo ______________ _
•• This propoiill is valid for 60 days from the bid date a b<we. •• Map P3ge Rep
Qty Rate
Subtotal
Sales Tax (9.0%)
Approved for Use 11 .15 .16
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Master On-Call Services Agreement

29496
P.O No.

To

0.00 0.00
i27.1S4.00
S0.00
$27.1S4.00
DocuSign Envelope ID: 1648ACA7-F352-4E91-AF61-24EBD64F2C1F Stephanie DeWolfe
09/10/2020
21 - 37
DocuSign Envelope ID: 2565FA6E-472A-4C26-A254-F801A88382EF

EXHIBIT C
TASK ORDER NO. 1
TO MASTER PROFESSIONAL SERVICES AGREEMENT (2015)
This Task Order No. 1 ("Task Order") is made and entered into by and between the City of South Pasadena, a municipal corporation ("City"), and [Contractor] ("Contractor").

RECITAL
A. City and Contractor entered into an agreement entitled Master On-Call Services Agreement ("Agreement") by which the Contractor agreed to perform traffic control services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all terms and conditions set forth in the Agreement.

2. SCOPE OF TASK ORDER. Contractor shall perform the following services in accordance with the terms and conditions of the Agreement:

Traffic control services for the Al Fresco Dining and Retail Pilot Program, including management plans, installation, and removal of the necessary traffic control management devices on a month to month basis.

3. PAYMENT. For services performed by Contractor in accordance with this Task Order, City will compensate Contractor in accordance with the terms and conditions of the Agreement based on the Fee Schedule, attached thereto as Exhibit Band incorporated herein by reference.

The total cost of this project is to be no more than $50,000.00, as estimated based on the Approved Fee Schedule.

4. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Contractor and the City.

IN WITNESS WHEREOF, the City and Contractor do hereby agree to the full performance of the terms set forth herein.

CITY OF SOUTH PASADENA CONTRACTOR
By: Stephanie DeWolfe
Title: City Manager
Date:

Approved for Use 11.15.16
By: Matt Coumans
Title: General Manager
Date: 09/09/2020
Master On-Call Services Agreement

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DATE:

City Council
Agenda Report
July 19, 2023
ITEM NO.

FROM: Armine Chaparyan, City Manager 0¥-f}'l f'W' ,r(/
PREPARED BY: H. Ted Gerber, Director of Public Works
SUBJECT: Approval of a Task Order with AGA Engineers, Inc. for a Traffic Safety Assessment of Marengo Avenue
Recommendation
It is recommended that the City Council:

1. Approve the Task Order with AGA Engineers, Inc. for a traffic safety assessment in the amount of $43,900; and

2. Authorize the expenditure from the City's Public Works Measure R Professional Services Account No. 233-6010-6011-8170-000; and

3. Authorize the City Manager to execute the Task Order and any related documents.

Executive Summary
This is a task order under a Master Professional Services Agreement with AGA Engineers, Inc. to provide traffic data collection, analysis, and recommendations for the City's Marengo Avenue corridor.

Background
The City Council and the Mobility and Transportation Infrastructure Commission (MTIC) have received many public comments and concerns related to vehicular traffic, speeding, and drivers ignoring traffic signage along Marengo Avenue. The City's Public Works and Public Safety staff have engaged with the residents along Marengo Avenue, and have developed a scope of work with the assistance of a traffic engineering consultant, to study and assess the traffic conditions along the street. The scope was developed after hearing residents' concerns and conferring with the MTIC during a regular commission meeting.

Analysis
On July 27, 2022, the City Council authorized the approval of multiple Master Service Agreements with professional services consultants for Public Works related on-call assignments, including AGA Engineers, Inc. (AGA) for traffic/transportation engineering services. AGA is well qualified to complete the scope of work required. AGA's scope of work, under this task order, includes:
• a ten-year assessment of historic traffic collision data • traffic count and speed data collection and analysis
22 22 - 1
-I
AGA Engineers, Inc. Marengo Avenue Safety Assessment Task Order July 19, 2023

• an evaluation of intersection stop compliance
• a corridor field analysis
• an assessment of the Marengo Avenue & Alhambra Road crosswalks • turning movement counts at Marengo Avenue & Alhambra Road • a concept plan for traffic median diverters along Marengo Avenue • recommendations and a report that address vehicular speeding and safety along the Marengo Avenue corridor
The Master Service Agreements for each on-call consultant includes ‘Task Order’ exhibits that are executed based on the specific scope for each specific task or project. The AGA Master Services Agreement requires that Task Orders over $25,000 be approved by the Council.

Fiscal Impact
Adequate funding of $39,030.00 for this task order is available in the FY 2023-24 adopted budget for Public Works Measure R Professional Services Account No. 233-6010-6011- 8170-000.

Key Performance Indicators and Strategic Plan
This item is associated with Strategic Plan priority “4g” Traffic Management and implementation of neighborhood traffic management.

Commission Review and Recommendation
This proposed work has been discussed with the Mobility and Transportation Infrastructure Commission during several meetings.

Attachment
Task Order and Executed Master On-Call Professional Services Agreement with AGA Engineers, Inc.
22 - 2

ATTACHMENT
Task Order and Executed Master On-Call Professional
Services Agreement with AGA Engineers, Inc.
22 - 3

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Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

TASK ORDER NO. VENDORID-001
TO MASTER PROFESSIONAL SERVICES AGREEMENT (2022-110)
This Task Order No. VENDORID-001 (“Task Order”) is made and entered into on July 19, 2023 by and between the City of South Pasadena, a municipal corporation ("City"), and AGA Engineers, Inc. ("Consultant”).

RECITAL
A. City and Consultant entered into an agreement entitled Master On-Call Professional Services Agreement (“Agreement”) dated January 17, 2023 by which the Consultant agreed to perform Traffic/Transportation Engineering Services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all terms and conditions set forth in the Agreement.

2. SCOPE OF TASK ORDER. Consultant shall perform the following services in accordance with the terms and conditions of the Agreement:

Marengo Avenue Safety Assessment
Conduct a comprehensive traffic safety review along the Marengo Avenue corridor from Mission Street to Alhambra Road, to determine if there are high collision areas and/or locations where speeding is of concern and create a list of recommended traffic safety mitigation measures to reduce future collisions and/or speeding. Consultant will utilize the available traffic collision records and evaluate the most recent ten‐year period. Consultant will evaluate the locations of the collisions, types of collisions and primary collision factors. Special attention will be focused on fatal and severe injury collisions and those involving pedestrians and bicyclists. Consultant will also conduct 24‐hour machine tube counts at selected areas of the corridor along with speed data at each location. The traffic counts will be conducted on two consecutive weekdays (non‐holidays). The data will then be processed to evaluate the peak traffic demand and analyze vehicles speeds by time of day. A stop compliance survey will also be conducted at seven stop control intersections on the corridor to assess how many motorists stop, conduct rolling stops and do not stop at all.

Task 001 – Conduct Field Review and Data Assessment:
a. Conduct 24‐hour traffic counts and speed data for two consecutive weekdays. • Marengo Avenue south of Oxley Street
• Marengo Avenue north of Lyndon Street
• Marengo Avenue south of Laurel Street
• Marengo Avenue between Huntington Drive and Maple Street • Marengo Avenue between Maple Street and Alhambra Road 22 - 5
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

The speed data outside of the school and commuter peak hours will also be assessed.
b. Conduct turning movement counts (one weekday and one Saturday, 12‐hours each) at Marengo Avenue at Alhambra Road to determine the number of pedestrians crossing and the number of vehicles.
c. Conduct a stop compliance survey (one‐day, 24‐hour) at seven intersections along Marengo Avenue to evaluate if motorists are either conducting full stops, rolling stops or not stopping at all. The seven intersections to be studied are as follows:
• Marengo Avenue/Monterey Road (north/south approaches) • Marengo Avenue/Oak Street (north/south approaches)
• Marengo Avenue/Bank Street (north/south approaches)
• Marengo Avenue/Laurel Street (north/south approaches) • Marengo Avenue/Spruce Street (north/south approaches) • Marengo Avenue/Maple Street (north/south approaches)
• Marengo Avenue/Alhambra Road (north/south approaches) d. Evaluate the most recent ten‐year collision data, traffic count, speed data and stop compliance surveys:
• Check collision types and primary collision factors.
• Determine if there are any specific collision patterns and areas of concern. • Evaluate and chart the traffic demand based on the 24‐hour traffic counts. • Determine when and where high speeds occur (if any). Chart the speed data by time‐of day.
• Evaluate the stop compliance surveys and chart the data by time‐of‐day. e. Coordinate with City staff on known concerns along the corridor. f. Conduct field review of the corridor.
g. Evaluate Marengo Avenue at Alhambra Road for additional crosswalks and/or pedestrian visibility enhancements. Consultant will provide recommendations related to a Suggested Routes to School program and/or other key factors related to the number of crosswalks at this intersection.

Task 002 – Recommendations / Report:
a. Based on a review of collisions, traffic counts, speed data, stop compliance survey, field review and Consultant’s professional engineering judgement, Consultant will develop traffic improvements targeted to reduce collisions and/or speeding. The improvements may include changes to traffic controls, addition of speed feedback signs, changes in roadway geometrics, signing and/or striping, pedestrian visibility enhancements, changes to traffic signal operations, changes to safety lighting, and/or other changes to the physical environment or roadway including traffic island diverters 22 - 6
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

similar to the ones on Fletcher Avenue. Both short term and long term improvements will be considered along Marengo Avenue where applicable. If excessive speeding and/or “not stopping” are found to be prevalent, the time of day where the violations typically occur will be noted for City staff to notify the police department for enforcement.
b. Provide a concept/template plan of a traffic island diverter for Marengo Avenue.

Consultant will utilize the Institute of Transportation Engineers (ITE) / Federal Highway Administration (FHWA) guidelines and evaluate if there have been collisions for islands on Fletcher Avenue and will also specify the transition length (including red curb) required when installing these type of improvements. c. Evaluate the potential use of speed humps with three “humps” with spacing for emergency vehicles to drive through, given the emergency unit usage along Marengo Avenue that would normally disallow speed humps. Speed hump specifications will be provided to the City for review for potential City use. Consultant will review the City’s speed hump policy/guidelines.
d. Provide a draft report summarizing all findings and recommendations for City review.

Recommendations include sample/conceptual sketches of improvements and/or maps/figures of improvements along the corridor. Consultant will review and address City comments and provide a final report to the City.

3. TASK ORDER ADMINISTRATOR. Consultant shall designate a principal point of contact for this task order:

Greg Wong, P.E.

Vice President
AGA Engineers, Inc.
211 Imperial Highway, Suite 208
Fullerton, CA 92835
Office: (714) 992‐4592
Email: [email protected]

4. SCHEDULE. Consultant shall complete the Task Order by the date listed below, or, if specified, in accordance with the required schedule of milestones listed below:

It is anticipated that a draft report can be completed within eight weeks from receiving the traffic count and speed data. Consultant will address City comments within two weeks and provide to the City the final report. All scope items listed in this task order shall be completed within 4 months from the execution of this task order.

5. PAYMENT. For services performed by Consultant in accordance with this Task Order, City will compensate Consultant in accordance with the terms and conditions of the Agreement 22 - 7
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

based on the Fee Schedule, attached as Exhibit B to the Master Agreement. The total cost of this project is to be no more than Thirty-Nine Thousand, and Thirty Dollars ($39,030.00), based on the rates in the Approved Fee Schedule in the Master Agreement. Payments shall be made on a percent complete basis, where a completed portion of a task, or the entirety of a completed task, shall be invoiced by the Consultant upon approval by the City, in accordance with the below costs.

Table 1 of 2: AGA Engineers, Inc. Tasks and Assigned Personnel with Hourly Rates ($ / hr) Task
Vice President
(Project
Manager)
$250.00
Vice President
(Design /
Recommendations)
$250.00
Associate
Engineer II
$110.00
Subconsultants
(See Table 2)
Task Fee
001.a &
001.b
4 hrs
$1,000.00 -
20 hrs
$2,200.00
$1,000 +
$1,350 $ 5,550.00
001.c 8 hrs
$2,000.00 -
20 hrs
$2,200.00 $2,520 $ 6,720.00
001.d 4 hrs
$1,000.00
4 hrs
$1,000.00
40 hrs
$4,400.00 - $ 6,400.00
001.e &
001.f
8 hrs
$2,000.00
8 hrs
$2,000.00
12 hrs
$1,320.00 - $ 5,320.00
001.g 4 hrs
$1,000.00 -
12 hrs
$1,320.00 - $ 2,320.00
002.a,
002.c, &
002.d
8 hrs
$2,000.00
8 hrs
$2,000.00
32 hrs
$3,520.00 - $ 7,520.00
002.b 4 hrs
$1,000.00
8 hrs
$2,000.00
20 hrs
$2,200.00 - $ 5,200.00
Total 40 hrs
$10,000.00
28 hrs
$7,000.00
156 hrs
$17,160.00 $4,870.00 $ 39,030.00
Table 2 of 2: Sub-Consultant Tasks and Assigned Personnel with Hourly Rates ($ / hr) Task Sub-consultant & Task Description Subtotal
001.a
Transportation Studies, Inc. (TSI)
Traffic Counts (24‐hour, 2 days) and Speed Data (5 segments, 2 days)
$100.00 per machine x 10 qty
$1,000.00
$1,000.00
22 - 8
22 - 9
Table 2 of 2: Sub-Consultant Tasks and Assigned Personnel with Hourly Rates ($/hr) AimTD,LLC
001.b Bike & Pedestrian Turning Movement Counts (12-hour, 2 days), $1,350.00 $225.00 each (4-hours) x 6 qty (2 days for 12 hours) $1,350.00
AimTD,LLC
001.c Stop Compliance Count (24 hour, 1 day) $2,520.00 $360.00 each x 7 locations $2,520.00
Total $4,870.00 $4,870.00

6. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Consultant and the City.

IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.
"City"
City of South Pasadena
By: ___________ _
Signature
Printed: -------------
Title: --------------
Date: ----------
Attest:

By: ____________ _
Mark Perez, Deputy City Clerk
Date: -----------
Approved as to form:

By: ____________ _
Roxanne Diaz, City Attorney
Date:
"Consultant"
AGA Engineers, Inc.

B~~~c,:)Q------=----.s _
Printed: {j,R-cy \.;Jc NC)
Title: \ L c E Vgt;S 1 O(__'::-f\,rrDate: --::J-/ tl} t.D)..:!; 1 t Master On-Call Professional Services Agreement- Consultant Services - Exhibit C Task Order

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 10

MASTER ON-CALL PROFESSIONAL SERVICES AGREEMENT

FOR CONSULT ANT SERVICES
(City of South Pasadena/ AGA Engineers, Inc.)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into by and between the City of South Pasadena, a California municipal corporation ("City"), and AGA Engineers, Inc. ("Consultant").

2. RECITALS

2.1. City has determined that it reqmres the following professional services from a consultant:

Traffic/Transportation Engineering Services.

2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would ( 1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) pres !llt a significant opportunity for the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1. "Scope of Services": Such professional services as are set forth in Exhibit A. Specific scope of work for specific project assignments shall be identified through executed Task Orders, which shall incorporate by reference the terms of this Master Agreement.

3.2. "Agreement Administrator": The Agreement Administrator for this project is H. Ted Gerber, Public Works Director. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant
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3.3. "Approved Fee Schedule": Consultant's compensation rates are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. "Design Professional": A Design Professional is any individual satisfying one or more of the following: (1) licensed as an architect pursuant to Business and Professions Code 5500 et seq., (2) licensed as a landscape architect pursuant to Business and Professions Code 5615 et seq., (3) licensed as a professional land surveyor pursuant to Business and Professions Code 8700 et seq., or ( 4) registered as a professional engineer pursuant to Business and Professions Code 6700 et seq.

3.5. "Commencement Date": January 17, 2023.

3.6. "Termination Date": June 30, 2025.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11 :59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 18 ("Termination") below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this Agreement.

5. IDENTIFICATION OF PROJECTS

5.1. When City determines a need exists for any of the services specified in Exhibit A to this Agreement, City and Contractor may execute a "Task Order" detailing the specific services needed, the applicable fees therefor in accordance with Exhibit B to this Agreement, and the time for completion of such services by Contractor. Each Task Order shall incorporate by reference the terms of this Agreement and shall be sequentially-identified. Contractor shall onJy perform services under this Agreement and be paid for work performed pursuant to a Task Order approved and executed by the City.

6. CONSULTANT'S DUTIES

6.1. Services. Consultant shall perform the services identified in the Task Order. City shall have the right to request, in writing, changes to the Task Order. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to the Task Order or this Agreement.

6.2. Coordination with City. In perfo1ming services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

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6.3. Budgetary Notification. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant's estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

6.4. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

6.5. Professional Standards. Consultant shall perform all work to the standards of Consultant's profession and in a manner reasonably satisfactory to City. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code§ 1090 and the Political Reform Act (Government Code§ 81000 et seq.).

6.6. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, City may consent in writing to Consultant's performance of such work.

6.7. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Task Order. All such services shall be performed by Consultant or under its supervision, and all personne l engaged in the work shall be qualified to perform such services. Greg Wong shall be Consultant's project administrator and shall have direct responsibility for management of Consultant's performance under this Agreement. No change shall be made in Consultant's project administrator without City's prior written consent.

6.8. Substitution of Personnel. Any persons named in the proposal or Task Order constitutes a promise to the City that those persons will perform and coordinate their respective services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause.

6.9. Unauthorized Delay. Contractor shall complete all services associated with the Task Order within the time period specified therein, or within seven (7) work days after execution thereof if no time is specified, as directed by the Agreement Administrator.

6.10. Unforeseeable Delay. Contractor shall not be deemed in breach of this Agreement or any Task Order, and no forfeiture due to delay shall be made, because of any delays in Master On-Call Professional Services Agreement - Consultant Services

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the completion of a Task Order due to unforeseeable causes beyond the control and without the fault or negligence of Contractor provided Contractor requests from the Agreement Administrator an extension of time in writing. Unforeseeable causes of delay beyond the control of Contractor shall include acts of God, acts of a public enemy, acts of the government, acts of City, or acts of another contractor in the performance of a contract with City, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and weather, or delays of subcontractors due to such causes, or delays caused by failure of the owner of a utility to provide for removal or relocation of existing utility facilities. Delays caused by actions or negligence of Contractor or its agents, servants, employees, officers, subcontractors, directors, or of any party contracting to perform part of all of the Scope of Services or to supply any equipment or materials shall not be unforeseeable delays. Unforeseeable delays (those beyond Contractor's control) shall not entitle Contractor to any additional compensation beyond the Maximum Amount. The sole recourse of Contractor shall be to seek an extension of time from the Agreement Administrator.

6.11. Defective Work. All work which is defective in its construction or deficient in any of the requirements set by City Reference Specifications shall be remedied or replaced by Contractor in an acceptable manner at its own expense. Defective work shall not entitle Contractor to any additional compensation beyond the Maximum Amount.

6.12. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant's performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

6.13. Notification of Organizational Changes. Consultant shall notify the Agreement dministrator, in writing, of any change in name, ownership or control of Consultant's firm or of any subcontractor. Change of ownership or control of Consultant's firm may require an amendment to this Agreement.

6.14. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546. 7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

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7. SUBCONTRACTING

7.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

7.2. Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement.

7.3. Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein including any Task Order unless ( 1) such subcontracting is specifically described in the proposal attached hereto or (2) the City provides prior written approval. In any event, Contractor shall supervise all work subcontracted by Contractor in performing the Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work. The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to any Task Order. Contractor is obligated to ensure that any and all subcontractors performing any services shall be fully insured in all respects and to the same extent as set forth under Section 13, to City's satisfaction.

7.4. Identification in Fee Schedule. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit B. Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

7.5. Compensation for Subcontractors. City shall pay Consultant for work performed by its subcontractors, if any, only at Consultant's actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors perfonning services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

8. COMPENSATION

8.1. General. City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services. Compensation shall not exceed the Maximum Amount stated in the specific Task Order issued for performance of work.

Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing in the Task Order. Task Orders over $25,000 shall not be effective unless approved by the City Council.

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8.2. Retention. City may retain up to 5% of each payment until project completion.

Contractor may at its own expense substitute securities equivalent to the amount withheld as retention (or the retained percentage) in accordance with Public Contract Code 22300. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with City, or with a state or federally chartered bank in this state as the escrow agent, who shall then pay those moneys to City. Upon satisfactory completion of this Agreement, the securities shall be returned to Contractor.

8.3. Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

8.4. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.

8.5. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

8.6. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Task Order unless prior written approval is given by the City on a time-and-materials basis pursuant to a new or amended Task Order. .onsulmnt shall not undertake any such work without prior written approval of the City. A new or amended Task Order shall be in accordance with the fees identified in Exhibit B to this Agreement.

8.7. City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until City is satisfied that the services are satisfactory.

8.8. Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in Section 11, City shall have the right to withhold payments under this Agreement to offset that amount.

9. PREY AILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1 770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and Master On-Call Professional Services Agreement - Consultant Services

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"maintenance" projects. Consultant shall defend, indemnify, and hold the City, tis elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

10. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as "written products") shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

11. RELATIONSHIP OF PARTIES

11.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

11.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

11.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant's previously earned California Public Employees Retirement System ("CalPERS") retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation, and other applicable federal and state taxes. 11 .4. 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 the 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.

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12. INDEMNIFICATION

12.1. Definitions. For purposes of this Section 11, "Consultant" shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. "City" shall include City, its officers, agents, employees and volunteers.

12.2. Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Consultant's alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

12.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

12.4. Attorneys Fees. Such costs and expenses shall include reasonable attorneys' fees for counsel of City's choice, expert fees and all other costs and fees of litigation.

Consultant shall not be entitled to any refund of attorneys' fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

12.5. Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

12.6. Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers' compensation act or similar act.

Consultant expressly waives its statutory immunity under such statutes or laws as to City.

12.7. Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the perfom1ance of this Agreement on Consultant's behalf.

12.8. Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant's indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

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12.9. Civil Code. For Design Professionals, the parties are aware of the provisions of Civil Code 2782.8 relating to the indemnification and the duty and the cost to defend a public agency by a Design Professional and agree that this Section 12 complies therewith.

13. INSURANCE

13.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.
13 .2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. Consultant shall file with City:
• Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate oflnsurance must include reference to the scope of work and this Master Agreement. • Documentation of Best's rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

13.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
•
•
Professional Liability Insurance:

General Liability:
• General Aggregate:
• Products Comp/Op Aggregate
• Personal & Advertising Injury
• Each Occurrence
• Fire Damage (any one fire)
• Medical Expense (any 1 person)
Workers' Compensation:
• Workers' Compensation
• EL Each Accident
• EL Disease - Policy Limit
$2,000,000 per occurrence,
$2,000,000 aggregate
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 100,000
$ 10,000
Statutory Limits
$1,000,000
$1,000,000
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• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $1,000,000
Any avail.;tble insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the City as additional insured. Furthermore, the requirements for coverage and limits shall be the greater of (I) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

13.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 0 I. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

13.5. Worker's Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

13.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.

13.7. Professional Liability Insurance or Errors & Omissions Coverage. If the Contractor is performing any surveying, engineering, architectural, or other design work for the project, Contractor shall provide proof of Professional Liability insurance in the amounts described above. The deductible or self-insured retention may not exceed $50,000, unless written approval is granted by the City for another amount. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work. Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

13.8. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.

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13.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker's Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant's insurance policies shall be primary as respects any claims related to or as the result of the Consultant's work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be noncontributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant's insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

13.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.
13 .11. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days' notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Risk Management, 1414 Mission Street, South Pasadena, CA 91030.

Phone: (626) 403-7230.

13.12. Consultant's Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it. 13 .13. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

13.14. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant's insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement.

Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 21

13.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.

City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant's insurance policies. The amount of deductibles for insurance coverage required herein are subject to City's approval.

13.16. Duty to Defend and Indemnify. Consultant's duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

14. MUTUAL COOPERATION

14.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant's services under this Agreement.

14.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant's performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

15. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant's and City's regular business hours; or (ii) on the third business clay following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City
H. Ted Gerber
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Telephone: (626) 403-7240
Facsimile: (626) 403-7241
If to Consultant
Greg Wong, PE
AGA Engineers, Inc.
211 Imperial Highway, Suite 208
Fullerton, CA 92835
Telephone: (714) 992-4592
Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 22
With courtesy copy to:

Andrew L. Jared
South Pasadena City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd. Ste. 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Facsimile: (213) 542-5710

16. SURVIVING COVENANTS
The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph

10.4 (Indemnification of CaIPERS Determination), Section 11 (Indemnity), paragraph

12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

17. TERMINATION

17.1. City Termination. City may terminate this Agreement for any reason on five calendar days' written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreeme1 t.

17.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 30 days' notice.

17.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

17.4. Remedies. City retains any and all available legal and equitable remedies for Consultant's breach of this Agreement.

18. INTERPRETATION OF AGREEMENT

18.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

Master On-Call Professional Services Agreement - Consultant Services

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18.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant.

18.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

18.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vioe versa, in any place or places herein in which the context requires such substitution(s).

18.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such tenn or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

18.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

19. GENERAL PROVISIONS

19.1. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.

19.2. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 24
fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City's Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

19.3. Non-assignment. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

19.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

19.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third~party beneficiary of any right or obligation assumed by the parties. 19 .6. Time of the Essence. Time is of the essence for each and every provision of this Agreement.

19.7. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age ( 40 and above), medical condition ( cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

19.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

19.9. Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 2/10/2023
City Manager
2/13/2023
Armine Chaparyan
2/14/2023
22 - 25

19.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

19.11. Attorneys' Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the prevailing party shall be entitled to an award ofreasonable attorneys' fees and costs expended in the action.

19.12. Venue. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. "City"
City of South Pasadena
By: 1a:;:•d~~~ ~ 6F6035""11"1l""'..,,,.,, rnu,'-... ------------- Signature
Printed: --------------
Title: ---------------
Date: -----------
Attest:
10::"~~. CHC
By: L sc28A8A8EFB14A7 ...

Desiree Jimenez, CMC, Chief City Clerk
Date: ------------
Approved as to form: lnDocuSigned by:

By:~ ~~2B~:n- r ... -
1 ----------- AndreW Jared, City Attorney
Date: ------------
"Consultant"
AGA Engineers, Inc.

Printed: &-ec--;; W or-u:,
Title: V\ e,_e- '.PfZ.es-t o ~ M:t
Date: __ l-+1_1 9.__..___,_ lu'--------"'2,,_? _ _ _
Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 26
Consultant:

EXHIBIT A
"Scope of Services"
AGA Engineers, Inc.

Sub-Consultants: AimTD, LLC; Transportation Studies, Inc.

Traffic/Transportation Engineering Services
a. Provide consulting services related to parking management, traffic counts, traffic modeling, signal timing, development and review of traffic studies, development and review of traffic impact analysis reports (utilizing City's traffic impact analysis methodology), and preparation of reports and/or scopes of work.
b. Provide consulting services related to development and review of level of service (LOS) analyses and vehicle miles traveled (VMT) analyses. c. Provide consulting services related to engineering studies of traffic conditions, pedestrian characteristics, and physical characteristics related to the installation of a traffic control signals or other traffic/pedestrian devices. d. Provide traffic engineering and transportation design support for the preparation of preliminary and final plans and specifications for all types of traffic and intelligent transportation system (ITS) projects, signed and stamped by a registered Professional Traffic Engineer or Civil Engineer in the State of California, including but not limited to: traffic signals (LED displays, mast arm de ign , etc.), vehicle detection system (video, loop, microwave, radar, ultrasonic, etc.), interconnect systems (hardware, phone, cellular phone, spread spectrum, radio, etc.), pavement markings (tape, thennoplastic, water based, etc.), sign and sign support systems (wood, metal and composite systems), intelligent transportation systems devices ( variable message boards, closed circuit television, fiber optics and other communications media etc.), intersection designs ( simple lane additions, signalizations, continuous flow intersections, diverging diamonds, and round-a-bouts), preliminary surveys for designs, sign layouts, guardrail designs, roadway re-striping and roadway design, calculation of quantities and estimates for plans, fiber optic networking drawings and fiber optics splicing plans, ITS Network plans for interconnection to Traffic Management Centers, and ITS Network Support Plans. e. Prepare construction and maintenance related signing plans and schedules. f. Conduct accident analyses needed for consideration of safety measures in the designs and planning of transportation projects.
g. Perform individual signal timing plans, corridor signal timing progression plans and optimization plans.
h. Provide miscellaneous services regarding traffic operations to assist with the Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 27
City's day to day operations, including advisement and recommendations on traffic and transportation related matters.
j_ Develop conceptual phased construction plans considering geometric design, capacity analysis, construction signing, temporary guide signing, temporary pavement markings, temporary signal design, and optimization of traffic flow.

J. Prepare freeway guide signing plans consistent with the Federal Highway Administration Manual on Uniform Traffic Control Devices (MUTCD) and the City's policies. Prepare sign bridge plans, specialized sign suppo1i details, sign plans and sign layouts.
k. Provide railroad crossing design and coordination services.

I. Provide technical assistance and reports related to traffic engineering and ITS issues, including assisting the City in procuring ITS
telecommunications/network related hardware, software and pertinent materials.
m. Develop plans and specifications for City ITS and telecommunications/network related projects or tasks including developing network, software and hardware design and procurement, fiber assignments, fiber design and all pertinent studies, reports, drawings, diagrams, specifications, and manuals both in hard and electronic formats.
n. Provide corridor-planning analysis for future fiber optic backbone implementations including determining future node points for ITS elements, number of fiber strands required for future implementations, and best practices to facilitate private/public partnerships to build the fiber backbone. o. Train City personnel on use of specialized traffic, transportation engineering and telecommunications/network related software in addition to any trainin requested.
p. Provide structural inspection and report of Traffic Signal poles and mast arms, ITS structures and sign structures.
q. Provide construction management, inspection and completion of appropriate City documents as required, including ITS construction and field management. r. Conduct traffic signal and traffic device needs studies and develop reports, related to speed, progression, congestion, incidents, removal of vehicles, etc.

Conduct vehicular and pedestrian/bicyclist traffic volume count studies and develop reports as needed for design and operations analysis. t. Collect, analyze, and summarize transportation related field observations and data from reporting sources, including but not limited to City collision/incident data, California Statewide Integrated Traffic Records System (SWITRS), etc. u. Conduct traffic signal warrant analyses and develop reports.

Provide technical support and training on various travel demand and traffic operations models including, but not limited to VISSIM, CORSIM, Master On-Call Professional Services Agreement - Consultant Services

DocuSign Envelope ID: 769890FE-36A2-46C0-8370-D8746C6C94AD 22 - 28
SYNCHRO, and HCS.
w. Provide Active Transportation Program consulting and design services that promote pedestrian, biking/cycling, and transit travel, placemaking, sustainability, community economic benefits, and promote healthy lifestyles. x. Provide transportation modeling services, including level of service (LOS), vehicle miles traveled (VMT), and other progressive modeling techniques. y. Provide consulting service on street and transportation design, transportation networks, placemaking, modeling, transit, and other transportation related concepts.
z. Provide traffic and transportation public engagement and outreach services.

Attend meetings as instructed, prepare visual aids for meetings as needed, and prepare letters of correspondence and meeting minutes.

Master On-Call Professional Services Agreement - Consultant Services

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EXHIBITB
"Approved Fee Schedule"
President/Executi'le Vice President
Vice President
Director of Project Development
Schedule of Hourly Rates
Effective Jnne 1, 2021
Principal Transponation Englneer/Principa! Engineer
Senior Transportation Engineer
Senior Project Engineer/Project Manager
Senior Design Engineer/Senior Project Development Manager Senior Project Enginear/Advanced S~tem Integrator/Senior Associate Transportation Engineer lll
Transportation Engineer II
Senior System Integrator
Transportation Engineer !
Senior Signal Systems Specialist/C.onstruction Inspector Design Engin.eer/S1gnal Systems Specialist Ill
Associate Transportation Engineer lll
Associate Transportation Engineer IV Signa! System Specialist II Signal SysteAl Sp-ecialist I/Project Coordinator
Associate Transportation Engineer l
Associate Engfneer Ill
Associate Engineer I1/CADD Operator
Associate Engineer I
Assistant Engineer/Assistant Project Coordinator
Transp.ortation Engineering Ass:ist:ant
Engineering Aide Ill
Traffic Enumerator/Engineering Aitle II
Engineering Aide I
Council/Commission Meetings, Hearings, etc. (Biliing Rate+ .$50 Surcharge) Subcons ultants will be billed at cost plus 20%
Master On-Call Professional Services Agreement - Consultant Services

$ 275
s 250
$ 225
$ 225
s 205
$ 200
$ 195
$ 1B5
s 175
$ 170
s 165
s 165
$ 155
$ 150
$ 140
$ BS
$ 125
$ 120
$ 115
$ 110
s 100
$ 100
$ 90
$ so
$ 65
s 50
$ 1.,000
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'
I
Item
Video Delivery
24 Hour Video
AimTD, LLC
Rates
751 S Weir Canyon Road
Suite 157-158
Anaheim, CA 92808
Phone(714)253-7888
cs@a irntd.c om
W\VW .aimtd.com
Stop Compliance Survey
4 Hour Bike/Pedestrian Count
24 Hour Speed Survey
Rate
$ 8.00 each
$ 130.00 each
$ 360.00 each
$ 225.00 each
$ 125.00 each
Transportation Studies, Inc.

Item
Rates
2640 Walnut A venue
Suite L
Tustin, CA 92780
Phone (714) 508-3612
Fax (714) 508-3602
Average Daily Traffic Volume (Bi-Directional)
24 Hour Volume and Speed (Bi-Directional)
Approach 24 Hour Volume
Intersection Turning Movements
Radar Speed Surveys
Axle Classification
Rate
$ 61.00 per location
$ 100.00 per machine
$ 244.00 per 4 leg
$ 183.00 per 3 leg
$ 57 .00 per person hour
$ 55.00 per location
$ 100.00 per machine
Master On-Call Professional Services Agreement - Consultant Services

I
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EXHIBIT C
TASK ORDER NO. [NUMBER]
TO MASTER PROFESSIONAL SERVICES AGREEMENT (2022-###)
This Task Order No. [###] ("Task Order") is made and entered into by and between the City of South Pasadena, a municipal corporation ("City"), and [Consultant] ("Consultant").

RECITAL
A. City and Consultant entered into an agreement entitled Master On-Call Professional Services Agreement ("Agreement") dated [DATE] by which the Consultant agreed to perform [SERVICE DESCRIPTION] services in accordance with Task Orders issued by the City.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. INCORPORATION BY REFERENCE. This Task Order hereby incorporates by reference all terms and conditions set forth in the Agreement.
:l. SCOPE OF TASK ORDER. Consultant shall perform the following services in accordance with the terms and conditions of the Agreement:
[INSERT DESCRIPTION OF SPECIFIC WORK HERE OR INCLUDE
ATTACHMENT TOT ASK ORDER]
J,. _ SJ ORD 'R .DJVI.INT TRATOR. Consultant shall designate a principal point of contact for this task order:
[INSERT NAME AND CONTACT INFORMATION OF CONSULTANT TASK ORO IR ADM 'TRA OR]

4. SCHEDULE. Consultant shall complete the Task Order by the date listed below, or, if specified, in accordance with the required schedule of milestones listed below:
[INSERT COMPLETION DATE OR SCHEDULE OF MILESTONES
ATTACHMENT]

5. PAYMENT. For services performed by Consultant in accordance with this Task Order, City will compensate Consultant in accordance with the terms and conditions of the Agreement based on the Fee Schedule, attached as Exhibit B to the Master Agreement. The total cost of this project is to be no more than [MAXIMUM AMOUNT], based on the rates in the Approved Fee Schedule in the Master Agreement, and the timing of such payment as stated in the Scope of Task Order.

6. SIGNATURES. The individuals executing this Task Order represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Task Order on behalf of the respective legal entities of the Consultant and the City.

Master On-Call Professional Services Agreement - Consultant Services

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IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein.
"City" "Consultant"
City of South Pasadena [COMPANY]
By: ___________ _
Signature By~fr-~t:?!.3
Printed: ____________ _ Printed: G, f'2£C.:, hJ~ cl: ,._, Title: -------------- Title: \/ ,cc: ?iz_a-s. l oC:t:,J):

Date: _________ _
Attest:

Date: \ / 11 )wt..:!> r
Approved as to form:

By: ____________ _
Andrew Jared, City Attorney
Date:. __________ _
Master On-Call Professional Services Agreement - Consultant Services

City Council
Agenda Report ITEM NO. ___
DATE: July 19, 2023
FROM: Arminé Chaparyan, City Manager
PREPARED BY: Alma Medina, Senior Management Analyst
SUBJECT: Adopt a Resolution to Approve Participation in the Los Angeles Urban County Community Development Block Grant (CDBG)
Program
Recommendation
It is recommended that the City Council:

1. Adopt a Resolution to approve participation in the Los Angeles Urban County Community Development Block Grant (CDBG) Program;

2. Approve the Cooperation Agreement with the Los Angeles County Development Authority (LACDA); and

3. Authorize the Mayor or City Manager to execute the agreement.

Executive Summary
On April 19, 2023, the City Council approved the Fiscal Year 2023-2024 CDBG funding allocation. The City receives CDGB funding annually and has historically used the funds for the Senior Meals Program and sidewalk improvements. To continue receiving funding from the LACDA, all CDBG participating agencies across the County must execute resolutions to approve the participation of their respective agencies in the CDBG program for Fiscal Years 2024-2026. The approval of the Cooperation Agreement will allow the City to continue receiving the grant funds annually without interruption.

Background
The LACDA is the lead entity of the CDBG Urban County partnership. There are two types of CDBG programs: entitlement and non-entitlement. Metropolitan cities with a population of at least 50,000 and Urban Counties are entitled to receive annual grants directly from HUD under the entitlement program. The California Department of Housing and Community Development (HCD) administers the non-entitlement program, where a city may apply for funding under a competitive application process. The LACDA administers the CDBG funding and oversees over 45 non-entitlement communities throughout Los Angeles County, of which the City of South Pasadena has been a participating city for over ten years. During this time, the CDBG allocation to South Pasadena has ranged between $100,000 and $150,000. The City has used its CDBG funds for a variety of purposes, including but not limited to:
1) Senior nutrition program
23 23 - 1
CDBG Cooperative Agreement
July 19, 2023

2) Sidewalk replacement projects
3) Wheelchair access ramps
Funding must benefit low- and moderate-income persons. Up to fifteen percent (15%) of the funds may support community services and the remaining funds may be used for other eligible activities that include infrastructure improvements, rehabilitation of buildings and economic development.

On April 19, 2023, the City Council approved the Fiscal Year 2023-2024 CDBG allocation of $130,658 to the Senior Nutrition Program ($19,599) and for the sidewalk replacement and ADA ramp upgrades ($111,059). These funds were included in the current operational budget.

Analysis
Approval of the Resolution will allow the City of South Pasadena to continue its participation in Los Angeles’ Urban County CDBG program and thereby receive its annual CDBG formula grant. An Urban County comprises its unincorporated areas and small cities (less than 50,000 in population) choosing to participate in the CDBG program.

Without participation in the Urban County program, the City of South Pasadena could not receive the formula CDBG grant from the Department of Housing and Urban Development (HUD). Instead, the City would have to compete for non-entitlement CDBG funds administered by the State of California through a peer or project review process.

Every three years, the County must seek a requalification from HUD to maintain its Urban County status. If approved, the current qualification would be established from July 1, 2024, through June 30, 2027. Once designated, an Urban County receives the CDBG funding annually and distributes the funds among the member jurisdictions. Additionally, the Urban County must monitor and oversee the implementation of all participating communities’ programs, offer technical assistance, and maintain a direct relationship with HUD.

Fiscal Impact
The annual CDBG funding resource is a continuous grant award that helps the City to augment important services and community improvements such as the Senior Meals Program and sidewalk improvements. For the current fiscal year, the City’s allocation is $130,658.

Key Performance Indicators and Strategic Plan
This item aligns with the City’s Strategic Goal 6b of centralizing grants management citywide.

Attachments:

1. Resolution

2. Cooperative Agreement with the Los Angeles County Development Authority 23 - 2
ATTACHMENT 1
Resolution
23 - 3

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INTENTIONALLY

LEFT BLANK
23 - 4
RESOLUTION NO. __

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH

PASADENA APPROVING PARTICIPATION IN THE LOS ANGELES URBAN

COUNTY PROGRAM
WHEREAS, the City of South Pasadena ("City") desires to participate in the Los Angeles Urban County Program for Community Development Block Grant ("CDBG") funds, and if applicable, the HOME Investment Partnerships (“HOME”) Program, and the Emergency Solutions Grant (“ESG”) Program, in the County's Consolidated Plan for Fiscal Years 2024-2026, commencing on July 1, 2024 and through June 30, 2027; and
WHEREAS, the City authorizes the execution of a Cooperation Agreement with the County of Los Angeles in order to receive said CDBG funds;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH

PASADENA, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The City Council adopts and approve its participation in the Los Angeles County Urban County Program and receiving CDBG funds, and if applicable, HOME and ESG Program funds, and execution of the Cooperation Agreement between the City of South Pasadena and the County of Los Angeles for the time period of July 1, 2024 through June 30, 2027.

SECTION 2. The City Council authorizes the Mayor, or his/her designee, to execute the Cooperation Agreement, any and all related documents necessary, for participation in the Los Angeles Urban County Program on behalf of the City. PASSED, APPROVED AND ADOPTED on this 19th day of July 2023.

Jon Primuth, Mayor
ATTEST: APPROVED AS TO FORM:

Mark Perez Andrew L. Jared, City Attorney
Deputy City Clerk
23 - 5
RESOLUTION NO. XXXX
PAGE 2
I HEREBY CERTIFY the foregoing resolution was duly adopted by the City Council of the City of South Pasadena, California, at a regular meeting held on the 19th day of July, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Mark Perez,
Deputy City Clerk
23 - 6
ATTACHMENT 2
Cooperative Agreement with Los Angeles County Development Authority 23 - 7

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23 - 8
June 2023 1

COUNTY OF LOS ANGELES

COMMUNITY DEVELOPMENT BLOCK GRANT ENTITLEMENT PROGRAM

HOME INVESTMENT PARTNERSHIPS PROGRAM

EMERGENCY SOLUTIONS GRANT PROGRAM

PARTICIPATING CITY

COOPERATION AGREEMENT
This COOPERATION AGREEMENT (“Agreement”) is being entered into on this 19th day of JULY 2023, to be effective on the 1st day of July 2024, by and between the CITY OF SOUTH PASADENA, hereinafter referred to as “City,” and the County of Los Angeles, by and through the Executive Director of the Los Angeles County Development Authority, hereinafter referred to as “County,” and shall remain in effect for the County's Consolidated Plan for Fiscal Years 2024-2026. The County and the City are collectively referred to as the “Parties” or individually “Party.”
WITNESSETH THAT:

WHEREAS, in 1974, the U.S. Congress enacted and the President signed a law entitled, the Housing and Community Development Act of 1974, as amended, herein called the “Act”; WHEREAS, the Parties desire to cooperate to undertake, or assist in undertaking, community development, community renewal of lower-income housing assistance activities, specifically urban renewal and publicly assisted housing, including, but not limited to, the improvement or development of housing for persons of low- to moderate-incomes, and other community or urban renewal activities authorized by the Act, the Cranston-Gonzalez National Affordable Housing Act (“NAHA”), and the U.S. Housing Act of 1937, as amended; WHEREAS, the Community Development Block Grant (“CDBG”) Entitlement Program, the HOME Investment Partnerships (“HOME”) Program, and the Emergency Solutions Grant (“ESG”) Program are required to have an approved comprehensive housing strategy as authorized under NAHA;
WHEREAS, the County has requested of the U.S. Department of Housing and Urban Development, hereinafter referred to as “HUD”, that the County be designated as an urban county, the program hereinafter referred as to the “Los Angeles Urban County Program”; WHEREAS, the City has participated with the County in the Los Angeles Urban County Program and desires to renew its participation with the County in said Los Angeles Urban County Program for the County's Consolidated Plan for Fiscal Years 2024-2026; WHEREAS, as the Los Angeles Urban County designee, the County will take responsibility and assume all obligations of an applicant under federal statutes, including: the analysis of needs, the setting of objectives, the preparation of community development and housing assistance plans, the consolidated plan, and the assurances of certifications; WHEREAS, the terms and provisions of this Agreement are fully authorized under state 23 - 9
June 2023 2
and local law, and this Agreement provides full legal authority for the County to undertake, or assist in undertaking, essential community development and housing assistance activities, specifically urban renewal and publicly assisted housing; and WHEREAS, by executing this Agreement, the Parties hereby give notice of the intention to participate in the Los Angeles Urban County Program.

NOW, THEREFORE, the Parties agree as follows:

1. The City hereby authorizes the County to perform, or cause to be performed, those acts necessary or appropriate to implement the community development and housing assistance activities. Specifically urban renewal and publicly assisted housing, including, but not limited to, improvement or development of housing for persons of low- to moderate-income, and other community or urban renewal activities authorized under the Act for the City in the County's Consolidated Plan for Fiscal Years 2024-2026, which will be funded from the CDBG Entitlement Program, and, where applicable HOME and ESG Programs, from federal annual appropriations and from any program income generated from the expenditure of such funds.

In the event this Agreement extends into succeeding fiscal years and funds have not been appropriated, this Agreement will automatically terminate as of June 30 of the then-current fiscal year. The County will notify the City in writing within ten (10) days of receipt of non-appropriation notice.

2. This Agreement covers the following formula funding programs administered by HUD where the County is awarded and accepts funding directly from HUD: The CDBG Entitlement Program, the HOME Program, and the ESG Program.

3. In executing this Agreement, the City understands the following:
a. The County has the final responsibility for selecting CDBG, and, where applicable, HOME and ESG, activities and submitting the Consolidated Plan to HUD.
b. The City is not eligible for grants under the State CDBG (“Small Cities CDBG”) Program per Section V(D)(1 of CDP Notice 2023-03 (“the Notice”) during the period in which it participates in the Los Angeles Urban County Program.
c. The City may participate in the HOME Program only through the Los Angeles Urban County Program. Thus, even if the County does not receive a HOME formula allocation, the City cannot form a HOME consortium with other local governments.
d. The City may participate in the ESG Program only through the Los Angeles Urban County Program.
23 - 10
June 2023 3

4. The term of this Agreement shall be for the County's Consolidated Plan for Fiscal Years 2024-2026 and commence on July 1, 2024 through June 30, 2027 ("Urban County Term"). The Parties agree that they cannot terminate or withdraw from this Agreement while it remains in effect. Towards the end of the second year of the Urban County Term, the County will notify the City in writing of its right not to participate in the County's successive Consolidated Plan for the next three-year period.

The Parties agree to adopt amendments to this Agreement incorporating changes necessary to meet the requirements for cooperation agreements set forth in HUD’s Urban County Qualification for Participation Notice, prior to the subsequent three-year extension of the term.

5. This Agreement shall be effective for the Urban County Term and for such period of time for the expenditure of all CDBG funds, or where applicable, HOME and ESG funds, allocated to the City under this Agreement and appropriations from any program income therefrom and for the completion of the funded activities.

The Parties agree that they cannot terminate or withdraw from this Agreement while it remains in effect.

6. The Parties agree to cooperate to undertake, or assist in undertaking, community renewal and lower-income housing assistance activities, specifically urban renewal and publicly assisted housing, including, but not limited to, the improvement or development of housing for persons of low- to moderateincomes, and other community or urban renewal activities authorized by the Act.

The Parties in the performance of this Agreement shall take all actions necessary or appropriate to assure compliance with the Los Angeles Urban County Program’s certification under Section 104(b) of Title I of the Act, as amended, that the grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964; and the implementing regulations at 24 CFR Part 1, and the Fair Housing Act, and the implementing regulations at 24 CFR Part 100, and will affirmatively further fair housing. See 24 CFR § 91.225(a) and Affirmatively Furthering Fair Housing Definitions and Certifications (86 FR 30779, June 10, 2021), to be codified at 24 CFR 5.151 and 5.152, available at https://www.federalregister.gov/documents/2021/06/10/2021-12114/restoringaffirmatively-furthering-fair-housing-definitions-and-certifications.

Furthermore, the Parties in the performance of this Agreement shall take all actions necessary or appropriate to assure compliance with Section 109 of Title I of the Act, and the implementing regulations at 24 CFR Part 6, which incorporates Section 504 of the Rehabilitation Act of 1973, and the implementing regulations at 24 CFR Part 8, Title II of the Americans with Disabilities Act, and the implementing regulations at 28 CFR Part 35, the Age Discrimination Act of 1975, and the implementing regulation at 24 CFR Part 146, and Section 3 of the Housing and Urban Development Act of 1968, and all other applicable laws and regulations.
23 - 11
June 2023 4
The Parties agree that CDBG and, where applicable, HOME and ESG funding is prohibited for any activities in, or in support of, any cooperating City that does not affirmatively further fair housing within its own jurisdiction or that impedes the County’s action to comply with its fair housing certification. The City acknowledges and agrees to HUD’s 424-B Form, Assurances and Certifications.

7. Pursuant to 24 CFR § 570.501(b), the City is subject to all requirements applicable to subrecipients, including the requirement of a written agreement as set forth in 24 CFR § 570.503.

8. The City shall report to the County of any income generated by the use of CDBG and, where applicable, HOME and ESG funds received by the City. Any such program income, if applicable, must be remitted to the County within 30 days of receipt. Such program income may be used for eligible activities in accordance with all CDBG and, where applicable, HOME and ESG, requirements as may then apply.

9. The County shall be responsible for monitoring and reporting to HUD on the use of any program income; therefore, the City shall be required to maintain appropriate record keeping and reporting for this purpose.

10. The City may not sell, trade or otherwise transfer all or any portion of CDBG, and, where applicable, HOME and ESG funds to another metropolitan city, urban county, unit of general local government, or Indian tribe, or insular area that directly or indirectly receives CDBG, and, where applicable, HOME and ESG funds in exchange for any other funds, credits or non-federal consideration, but must use such funds for activities eligible under Title I of the Act.

11. In the event of grant close-out or termination of this Agreement, any program income that is on hand or received subsequent to the close-out or change in status shall be paid to the County within 60 days after grant closeout or termination of this Agreement.

12. All program income generated from the disposition or transfer of real property acquired or improved by the City using CDBG and, where applicable, HOME and ESG, funds or program income, during the Urban County Term, shall be subject to all the terms and conditions of this Agreement.

13. Any real property which is acquired or improved by the City during the term of this Agreement, in whole or in part, using CDBG and/or HOME and ESG funds or program income in excess of $25,000, shall be subject to the following standards:
a. The County shall be notified by the City in writing of any modification or change in the use or disposition of such real property from that planned at 23 - 12
June 2023 5
the time of the acquisition or improvement. Such notification shall be made prior to the modification, change in use or disposition. b. If such real property is sold within five (5) years or transferred for a use which does not qualify as an eligible activity under CDBG and/or HOME and ESG regulations, the City shall reimburse to the County an amount equal to the pro-rata share of the current fair market value of the property or proceeds from the sales. The pro-rata share shall be calculated by multiplying the current market value by the percentage of the purchase price paid with CDBG funds or program income.

14. The City shall make available for inspection and audit to County’s and HUD’s representatives, upon request, at any time during the duration of this Agreement and for a period of five (5) years thereafter, all of its books and records relating to CDBG Entitlement Program and, where applicable, HOME and ESG programs’ activities and income.

15. Following the end of the three-year reimbursable contract period and after resolving any financial or programmatic findings, if the City elects to leave the Los Angeles Urban County Program and is not eligible to become an entitlement city, the City will be unable to request that its allocation or any remaining balance be transferred to the City. Any remaining balance will be transferred to the funding pool of the Supervisorial District in which the City is located.

16. The City has adopted and is enforcing:
a. A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations; and b. A policy of enforcing applicable state and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction.

17. The City shall provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the City’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. b. Establishing an ongoing drug-free awareness program to inform employees about:
i. The dangers of drug abuse in the workplace;
ii. The City’s policy of maintaining a drug-free workplace; 23 - 13
June 2023 6
iii. Any available drug counseling, rehabilitation, and employee assistance programs; and
iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace.
c. Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph “a” of this Section 17.
d. Notifying the employee in the statement required by paragraph “a” of this Section 17 that, as a condition of employment funded by the CDBG, and where applicable, HOME and ESG grant, the employee will:
i. Abide by the terms of the statement; and
ii. Notify the City in writing of his or her conviction of a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction.
e. Notifying the County in writing, within ten (10) calendar days after receiving notice under subparagraph d(ii) of this Section 17 from an employee or otherwise receiving actual notice of any such conviction; and the City must provide written notice, including position or title, of any City employees convicted of any criminal drug statute to every County officer or other designee who processed a CDBG, HOME, or ESG grant which funded any activity on which the convicted employee was working, unless HUD has designated an identification number(s) of each affected grant.
f. Taking one (1) of the following actions, within 30 calendar days of receiving notice under subparagraph d(ii) of this Section 17, with respect to any employee who is so convicted:
i. Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or
ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purpose by a federal, state, local health, law enforcement, or other appropriate agency.
g. Making a good faith effort to continue to maintain a drug-free workplace through the implementation of paragraphs a, b, c, d, e, and f, of this Section 17.
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June 2023 7

18. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery, and therefore shall be deemed an original, and all of which shall constitute one and the same document, for the same effect as if all parties hereto had signed the same signature page.

The facsimile, email, or other electronically delivered signature of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 23 - 15
S-1
IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this Agreement to be subscribed by the Executive Director of the LACDA, and the City has subscribed the same through its duly authorized officers, on the day, month, and year first above written.

County Counsel Certification
The office of the County Counsel hereby certifies that the terms and provisions of this Agreement are fully authorized under state and local laws, and that the Agreement provides full legal authority for the County to undertake or assist in undertaking essential community development and housing assistance activities, specifically urban renewal and public assisted housing.

By: ___________________________________ ___________________________ Principal Deputy County Counsel Date

COUNTY OF LOS ANGELES
By: ________________________________
EMILIO SALAS, Executive Director
Los Angeles County Development Authority
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: ________________________________

BEHNAZ TASHAKORIAN
Principal Deputy County Counsel
23 - 16
S-2
K:\GMU COMMON\GPPA\GPA\Urban County Qualification Docs\2024-2026 Qualification Period\Documents\Drafts\FY 2024-2026 Participating City Cooperation Agreement 5-23-23 SignaturePg v1.doc IN WITNESS WHEREOF, the Board of Supervisors of the County of Los Angeles has caused this Agreement to be subscribed by the Executive Director of the LACDA, and the City has subscribed the same through its duly authorized officers, on the day, month, and year first above written.

CITY OF SOUTH PASADENA
By: ________________________________
MAYOR OR DESIGNEE (Signature)
_______________________________
Print Name, Title
ATTEST:

City Clerk
By: ________________________________
APPROVED AS TO FORM:

By: ________________________________

CITY ATTORNEY
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DATE:

FROM:

City Council
Agenda Report
July 19, 2023
ITEM NO.

Armine Chaparyan, City Manager Q Ur'l fw"'f((...,
PREPARED BY: Domenica K. Megerdichian, Deputy City Manager --
SUBJECT: Approve a First Amendment to the Agreement with Raftelis Financial Consultants, Inc. for the Police Department
Assessment and Allocate and Appropriate Funds in the
Amount of $10,000
Recommendation
It is recommended that the City Council:
1) Allocate and appropriate $10,000 from the General Fund Account 101-0000- 0000-3200-000 to the Police Department Contract Services Account number 101-4010-4011-8180-000; and
2) Approve the First Amendment to the Professional Services Agreement with Raftelis Finance Consultants, Inc. and
3) Authorize the City Manager to execute the amendment.

Background
The City of South Pasadena has embarked on agency-wide department organizational assessments in a strategic effort to analyze the current state of each department and receive recommendations to improve upon the operations and incorporate industry best practices. The assessments are poised to identify specific and actionable priority management, resource, staffing, and service to the community improvements.

The selection process included the release of a Request for Qualifications (RFQ), two rounds of Requests for Proposals (RFP), and an extensive rating and interview process.

A community working group had been formed in order to review and select the consultant for for the assessment, and included members of the Public Safety Commission, community members selected by then-Mayor Michael Cacciotti, and staff from the City Manager's Office. The City Council approved the award of contract for the Police Department assessment to Raftelis Financial Consultants (Raftelis) in the amount of $99,500 on January 18, 2023.

The working group served to outline the need for community input and solidify the rating criteria by which to score the respondents. The re-vamped RFP received 5 responsive bids, from which Raftelis was selected and the contract was fully executed on February 1, 2023 (Attachment 2).
24 24 - 1
__ _____LI ~ I
Raftelis Police Department Assessment Contract Amendment July 19, 2023

Analysis
The Police Department Assessment project has been underway since contract execution, and is nearing the completion of the analysis portion. The consultant has conducted extensive review of Police Department statistics, including workload distribution, response time, and staffing. Raftelis has also completed two site visits during which the firm interviewed City Councilmembers, current and former Public Safety Commissioners, Police Department staff, other City staff, community groups and stakeholders, and the Superintendent of the South Pasadena Unified School District.

Specialized, anonymous surveys were also drafted and released by Raftelis for both internal Police Department employees and the community, and responses will be included as part of the consultant review.

Coinciding with one of the site visits, a Public Safety Commission (PSC) special meeting was held during the evening of Monday, June 5, 2023 in order to gather public input, as part of the contract terms. The Raftelis consultant team held a discussion forum where community members were able to participate both in-person and via Zoom, in order to provide public input on the focus of the project. When selecting the date for the special meeting, City staff was careful to choose a date which did not have any conflicting City events. Shortly before the meeting date for the PSC special meeting, staff was notified that a tenant group within the City had a virtual meeting scheduled with Community Development Department staff during the same time as the PSC special meeting. Feedback was received at the PSC special meeting from multiple members of the public for the request of an additional public outreach meeting to be held, in order for those who were not able to attend to provide public input before the analysis portion of the assessment concludes. Staff concurs that an additional public forum would be beneficial for public outreach and community engagement, and to inform this assessment as the report is being drafted.

Fiscal Impact
The recommendation for an additional public outreach meeting for the Police Department Assessment project would require an amendment to the contract at an amount not-to-exceed $10,000 (Attachment 1), in addition to an allocation and appropriation of $10,000 from the General Fund Account 101-0000-0000-3200-000 to the Police Department Contract Services Account number 101-4010-4011-8180-000.

Key Performance Indicators and Strategic Plan
This item is in line with the Police Department’s KPI for completion of a department assessment and aligns with Strategic Plan priority 6c. Update Policies.

Commission Review and Recommendation
This item was not reviewed by a Commission, as it solely considers an amendment to an existing contract.
24 - 2
Raftelis Police Department Assessment Contract Amendment July 19, 2023

Attachment:

1. First Amendment to Professional Services Agreement

2. Raftelis Police Department Assessment Contract Executed February 1, 2023 24 - 3

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ATTACHMENT 1
First Amendment to Professional Services Agreement
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FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES THIS FIRST AMENDMENT (“First Amendment”) is made and entered into on this 19th day of July, 2023, and is to the Professional Services Agreement executed on February 1, 2023 by and between the CITY OF SOUTH PASADENA (“CITY”) and RAFTELIS FINANCIAL CONSULTANTS, INC. (“CONSULTANT’).

RECITALS
WHEREAS, on February 1, 2023, the CITY and CONSULTANT entered into an Agreement for Professional Services for CONSULTANT to provide an organizational assessment of the City’s Police Department (“Agreement”); and WHEREAS, the City desires that CONSULTANT hold an additional in-person public engagement session related to the assessment; and WHEREAS, the parties desire to amend the to amend the scope of services and compensation to facilitate this additional public engagement session;

NOW THEREFORE, THE CITY AND THE CONSULTANT AGREE AS
FOLLOWS:

Section 1. Section 3.4 “Maximum Amount” of the Agreement is hereby amended to read as follows:
“Maximum Amount”: The highest total compensation and cost payable to Consultant by City under this agreement. The Maximum Amount under this Agreement is One Hundred and Nine Thousand and Five Hundred Dollars ($109,500).

Section 2. The Scope of Services set forth in Exhibit A of the Agreement shall be amended to provide for one additional in-person engagement session in the manner and cost as set forth in Exhibit A to this First Amendment. Said Exhibit to this First Amendment shall be incorporated into the Agreement as if set forth in full.

Section 3. All other terms, conditions, and provisions of the Agreement to the extent not modified by this First Amendment, shall remain in full force and effect. 24 - 7

“City”
City of South Pasadena
By:________________________________
Signature
Printed: Arminé Chaparyan
Title: City Manager
Date:______________________
“Consultant”
Raftelis Financial Consultants, Inc.

By:______________________________
Signature
Printed: Julia Novak
Title: Executive Vice President
Date:______________________
Attest:

By:__________________________
Mark Perez, Deputy City Clerk
Date:________________________

Approved as to form:

By:___________________________
Roxanne Diaz, City Attorney

Date:________________________
24 - 8

EXHIBIT A TO FIRST AMENDMENT
[additional sevices and compensation]
24 - 9
19 Garfield Place, Suite 500
Cincinnati, OH 45202
www.raftelis.com
June 15, 2023
Domenica Megerdichian, Deputy City Manager
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Subject: Change Order Request: City of South Pasadena Police Department Organizational Assessment
Dear Ms. Megerdichian:

This letter serves to request a change order in the amount of $10,000 to the {Police Department organizational assessment contract between the City of South Pasadena and Raftelis. The contract provides for an organizational assessment of the South Pasadena Police Department.

The purpose of the change order is to expand the scope of contract task 3, entitled Conduct Site Visit.

The current task calls for two public engagement sessions, one occurring during a scheduled City Public Safety Commission meeting, the second to occur following the development of final project deliverables in conjunction with a City Council meeting.

The City requested that Raftelis submit a change order request to allow for one additional in-person public engagement session to occur outside of the Public Safety Commission and City Council meetings. This change order will expand the scope and project budget to accommodate this request.

I appreciate your consideration of this change order. I remain available to discuss any questions you may have and can be reached at 513.430.2887. or [email protected].

Sincerely,
Jonathan Ingram
Senior Manager
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ATTACHMENT 2
Raftelis Police Department Assessment
Contract Executed February 1, 2023
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RAFTELIS FINANCIAL CONSULTANTS INC
JANUARY 2023
CONTRACT # _____
1 | Page Version: July 2021
Submit copies to City Clerk’s Division and Finance Department

CONTRACT APPROVAL COVERSHEET
Project Name:

South Pasadena Police Department Organizational Assessment Approval Authority
City Manager (< $25,000 ) ☒
City Council (> $25,000) ☐
Department:

City Manager’s Office
Date:
1/30/2023
City Council Approval Date:
1/18/2023
Submitted By:

Alma Medina
Ext:
233
Agenda Item #:
11 Contract Approval Routing
Name Approval
(Initials)
Date
Contracts Coordinator Alma Medina
Finance Director Hsiulee Tran
City Manager Arminé Chaparyan
City Attorney Andrew Jared
Purpose of Contract/Scope of Services
Professional Services Agreement with Raftelis Financial Consultants, Inc., for the South Pasadena Police Department Organizational Assessment, in the amount not to exceed of $99,500, with the term ending on June 30, 2023, or until determined to be complete by the Deputy City Manager.

Document Checklist
Insurance Requirements Met?
Yes ☒ No ☐
FPPC filing required?
Yes ☐ No ☒
Financials
Contract Amount:

Total Contract Amount is $99,500
Contract Term (or Expiration Date):
1/19/2023- 6/30/2023
Accounts to Encumber: 101-4010-4011-8180-000
Additional/Special Insurance or
Bond Required: Yes ☐ No ☐
DocuSign Envelope ID: 591B4981-9E6A-4DB8-AEDE-2549D6B7801E 1/30/2023
1/30/2023
1/31/2023
1/31/2023
24 - 13
Professional Services Agreement – Consultant Services

Approved For Use 11/15/16

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of South Pasadena / Raftelis Financial Consultants, Inc.

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of South Pasadena, a California municipal corporation (“City”), and Rafetlis Financial Consultants, Inc. (“Consultant”).

2. RECITALS

2.1. City has determined that it requires the following professional services from a consultant: South Pasadena Police Department Organizational Assessment.

2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: see Exhibit A

3.2. “Agreement Administrator”: The Agreement Administrator for this project is Domenica K. Megerdichian, Deputy City Manager. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant

3.3. “Approved Fee Schedule”: Consultant’s compensation rates are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. This DocuSign Envelope ID: 591B4981-9E6A-4DB8-AEDE-2549D6B7801E 24 - 14
Professional Services Agreement – Consultant Services

Approved For Use 11/15/16
fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is Ninetynine Thousand and Five Hundred Dollars ($99,500).

3.5. “Commencement Date”: January 19, 2023.

3.6. “Termination Date”: June 30, 2023 or until determined to be complete by the City of South Pasadena Deputy City Manager.

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 18 (“Termination”) below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this Agreement.

5. CONSULTANT’S DUTIES

5.1. Services. Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

5.2. Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

5.3. Budgetary Notification. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.4. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

5.5. Professional Standards. Consultant shall perform all work to the standards of Consultant’s profession and in a manner reasonably satisfactory to City. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, DocuSign Envelope ID: 591B4981-9E6A-4DB8-AEDE-2549D6B7801E 24 - 15
Professional Services Agreement – Consultant Services

Approved For Use 11/15/16
including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.6. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, City may consent in writing to Consultant’s performance of such work.

5.7. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Julia Novak, Project Director shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s project administrator without City’s prior written consent.

5.8. Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the City that those persons will perform and coordinate their respective services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause.

5.9. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

5.10. Notification of Organizational Changes. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subcontractor. Change of ownership or control of Consultant’s firm may require an amendment to this Agreement.

5.11. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or DocuSign Envelope ID: 591B4981-9E6A-4DB8-AEDE-2549D6B7801E 24 - 16
Professional Services Agreement – Consultant Services

Approved For Use 11/15/16
as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

6. SUBCONTRACTING

6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.2. Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement.

6.3. Identification in Fee Schedule. All subcontractors shall be specifically listed in the Scope of Work, Exhibit A, and their billing rates identified in the Approved Fee Schedule, Exhibit B. Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

6.4. Compensation for Subcontractors. City shall pay Consultant for work performed by its subcontractors, if any, only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7. COMPENSATION

7.1. General. City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services. Compensation shall not exceed the Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance.

7.2. Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

7.3. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.

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Professional Services Agreement – Consultant Services

Approved For Use 11/15/16

7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.5. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment. Consultant shall not undertake any such work without prior written approval of the City.

7.6. City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until City is satisfied that the services are satisfactory.

7.7. Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in Section 11, City shall have the right to withhold payments under this Agreement to offset that amount.

8. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Consultant shall defend, indemnify, and hold the City, tis elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products” herein) developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

10. RELATIONSHIP OF PARTIES

10.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

10.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not DocuSign Envelope ID: 591B4981-9E6A-4DB8-AEDE-2549D6B7801E 24 - 18
Professional Services Agreement – Consultant Services

Approved For Use 11/15/16
represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

10.4. 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 the 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.

11. INDEMNIFICATION

11.1 Definitions. For purposes of this Section 11, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.

11.2 Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

11.3 Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

11.4 Attorneys Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of City’s choice, expert fees and all other costs and fees of litigation.

Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

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Professional Services Agreement – Consultant Services

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11.5 Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

11.6 Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers’ compensation act or similar act.

Consultant expressly waives its statutory immunity under such statutes or laws as to City.

11.7 Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant’s behalf.

11.8 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

12. INSURANCE

12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

12.2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. Consultant shall file with City:
• Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: Electrification project and stakeholder coordination. • Documentation of Best’s rating acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement.
• City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

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Professional Services Agreement – Consultant Services

Approved For Use 11/15/16

12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, $2,000,000 aggregate
• General Liability:
• General Aggregate: $2,000,000
• Products Comp/Op Aggregate $2,000,000
• Personal & Advertising Injury $2,000,000
• Each Occurrence $2,000,000
• Fire Damage (any one fire) $ 100,000
• Medical Expense (any 1 person) $ 10,000
• Workers' Compensation:
• Workers' Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured

12.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.5. Worker’s Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.

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Professional Services Agreement – Consultant Services

Approved For Use 11/15/16

12.7. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.

Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

12.8. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker’s Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant’s insurance policies shall be primary as respects any claims related to or as the result of the Consultant’s work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be noncontributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

12.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

12.11. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at DocuSign Envelope ID: 591B4981-9E6A-4DB8-AEDE-2549D6B7801E 24 - 22
Professional Services Agreement – Consultant Services

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least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Risk Management, 1414 Mission St., South Pasadena, CA 91030.

Telephone: (626) 403-7230.

12.12. Consultant’s Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

12.13. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

12.14. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant’s insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement.

12.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.

City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

12.16. Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

13. MUTUAL COOPERATION

13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

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Professional Services Agreement – Consultant Services

Approved For Use 11/15/16

14. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City
Domenica Megerdichian
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Telephone: (626) 403-7214
Facsimile: (626) 403-7211
If to Consultant
Julia Novak, Executive Vice President
Rafetlis Financial Consultants, Inc.
445 S. Figueroa St. Suite 1925
Los Angeles, CA 90071
Telephone: (213) 262-9300
With courtesy copy to:

Andrew L. Jared
South Pasadena City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd. Ste. 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Facsimile: (213) 542-5710

15. SURVIVING COVENANTS
The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph

10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnity), paragraph

12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16. TERMINATION

16.1. City Termination. City may terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

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Professional Services Agreement – Consultant Services

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16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 30 days’ notice.

16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

16.4. Remedies. City retains any and all available legal and equitable remedies for Consultant’s breach of this Agreement.

17. INTERPRETATION OF AGREEMENT

17.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

17.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant.

17.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

17.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

17.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

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Professional Services Agreement – Consultant Services