Agenda packet, special meeting, first session — South Pasadena City Council, December 6, 2023 (part 2 of 2)

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:

All scope items listed in this task order shall be completed within three (3) months from the execution of this task order.

Field work is expected to begin approximately two weeks after receipt of the permits and laboratory testing is expected to be completed approximately three weeks after the field work is completed. Report will be issued approximately three weeks after the laboratory testing is completed. Preliminary design parameters can be provided upon completion of the laboratory testing upon request.

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 set forth below. The total cost of this project is to be no more than One-hundred-and-sixteen thousand, nine-hundred-and-fifty-two dollars ($116,952), including a $113,545.00 fee, based on the rates in the Fee Schedule set forth below, and a 3% contingency of $3,407.00. 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. 15 - 24
Master On-Call Professional Services Agreement – Consultant Services –Task Order

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Table 1 of 2: Ninyo & Moore Tasks and Assigned Personnel with Hourly Rates ($ / hr) – with Other Fees Task
Principal
Engineer/
Geologist/
Environmental
Scientist
Senior
Project
Engineer/
Geologist/
Environmental
Scientist
Senior Staff
Engineer/
Geologist/
Environmental
Scientist
Technical
Illustrator
/CAD
Operator
Data
Processor
Site/Field
Work Costs
Site/Field
Work Costs
& Other
Costs
Fee
$210.00 $195.00 $170.00 $110.00 $75.00 (See Table 2) (See Table 3)

1.a 2 hrs 4 hrs 6 hrs- - - -
12 hrs
$420.00 $780.00 $1,020.00 $2,220.00

1.b -
2 hrs 4 hrs
- - - $150.00 6 hrs
$390.00 $680.00 $1,220.00

2.a - -
4 hrs
- - $60.00 - $740.00
$680.00

2.b - -
28 hrs
- - $31,675.00 $6,000.00 $42,435.00
$4,760.00

2.c - -
24 hrs
- - $7,560.00 $7,860.00 $19,500.00
$4,080.00

2.d - -
18 hrs
- - $24,320.00 - $27,380.00
$3,060.00

3.a - - - - - - $4,550.00 $4,550.00

4.a 8 hrs 14 hrs 14 hrs- - - -
36 hrs
$1,680.00 $2,730.00 $2,380.00 $6,790.00

4.b 6 hrs 12 hrs 12 hrs 6 hrs 6 hrs- -
42 hrs
$1,260.00 $2,340.00 $2,040.00 $660.00 $450.00 $6,750.00

4.c 2 hrs 6 hrs-
2 hrs 2 hrs
- -
12 hrs
$420.00 $1,170.00 $220.00 $150.00 $1,960.00
Total
18 hrs 38 hrs 110 hrs 8 hrs 8 hrs
$63,615.00 $18,560.00 TOTAL
$3,780.00 $7,410 $113,545.00 .00 $18,700.00 $880.00 $600.00 15 - 25
Master On-Call Professional Services Agreement – Consultant Services –Task Order

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Table 2 of 3: Ninyo & Moore and Subcontractor Tasks & Site/Field Equipment & Services with Rates Task
Field
Vehicle and
Equipment
Usage
Hollow-StemAuger (HAS)
Truck Drill
Rig +
Mob/Demob
(Subcontractor
at Prevailing
Wage)
Drill Rig
Support
Vehicle
per day
Grout
Backfill
Soil Drum
($130/drum)
&
Drum
Disposal
($195/drum)
Analytical
Testing for
Soil
Disposal
per sample
Traffic
Control
per day Fee
$15.00 /hr $490.00 /hr $575.00 /d $18.00 /ft $325.00 /dm $300.00 /s $2,400 /d

2.a 4 hrs
- - - - - -
4 hrs
$60.00 $60.00

2.b 28 hrs 24 hrs + 4 hrs 3 days 120 feet 18 drums 2 samples 3 days $31,675.00 $420.00 $13,720.00 $1,725.00 $2,160.00 $5,850.00 $600.00 $7,200.00

2.c
24 hrs
- - - - -
3 days
$7,560.00 $360.00 $7,200.00

2.d 18 hrs 16 hrs + 2 hrs 2 days 210 feet 16 drums 1 sample 2 days $24,320.00 $270.00 $8,820.00 $1,150.00 $3,780.00 $5,200.00 $300.00 $4,800.00 Total 74 hrs 46 hrs 6 days 330 feet 40 drums 3 samples 8 days $63,615.00 $1,110.00 $22,540.00 $2,875.00 $5,940.00 $11,050.00 $900.00 $19,200.00 Table 3 of 3: Ninyo & Moore Tasks and Site/Field Equipment & Services with Rates and Other Fees Task
Water
Truck per
day
Sensors
and Data
Logger
Usage
Permit Fees
(Groundwater)
Temporary
Percolation
Test Well
Supplies
Water
Supply
Laboratory Analyses
* Fee
$2,100 /dy $40.00 /hr

1.b - - $150.00 - - - $150.00

2.b - - - $6,000.00 - - $6,000.00

2.c 3 days 24 hrs
- - $600.00 - $7,860.00
$6,300.00 $960.00

3.a - - - - - $4,550.00 * $4,550.00
Total 3 days 24 hrs $150.00 $6,000.00 $600.00 $4,550.00 $18,560.00 $6,300.00 $960.00 * Laboratory Analyses tests may include moisture and dry density, sieve analysis, Atterberg limits, shear strength, consolidation, and corrosivity, as appropriate.
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Master On-Call Professional Services Agreement – Consultant Services –Task Order

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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:______________________
“Consultant”
Ninyo & Moore
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
Mark Perez, Deputy City Clerk
Date:________________________
Approved as to form:

By:__________________________________
Roxanne Diaz, City Attorney
Date:________________________
15 - 27
ATTACHMENT 3
Task Order – SEITec, Inc. Huntington Drive Regional Green Street SCWP Funding Application & Preliminary Design
Report
15 - 28
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

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TASK ORDER NO. SEITECIN-005
TO MASTER PROFESSIONAL SERVICES AGREEMENT (2022-109)
This Task Order No. SEITECIN-005 (“Task Order”) is made and entered into by and between the City of South Pasadena, a municipal corporation ("City"), and SEITec, Inc. ("Consultant”).

RECITAL
A. City and Consultant entered into an agreement entitled Master On-Call Professional Services Agreement (“Agreement”) dated September 26, 2022 by which the Consultant agreed to perform Stormwater, Flood Plain, and Hydrogeological 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:

Huntington Drive Regional Green Street SCWP Funding Application & Preliminary Design Report
Revise the 2022-2023 project feasibility study and Safe Clean Water Program (SCWP) for the Huntington Drive Regional Green Street Best Management Practice (BMP) Project grant funding application to include geotechnical and environmental study/report findings, and supporting preliminary design report, including 30%-complete plan and profile drawings and details, technical specifications for the final alignment, and information related to the selected construction/installation technology.

Task 001 – SCWP Feasibility Study & Funding Application:

Task 001.a – Revision of Project Configuration: Review updates to the geotechnical and environmental study/report findings evaluate the potential impact of the updated depth of groundwater and infiltration rate on the project effectiveness as a detention/infiltration/reuse BMP. Develop alternative project BMP configurations for further evaluation via hydrology/hydraulic modeling.

Task 001.b – Hydraulic Modeling: Prepare hydrological and hydraulic models and modeling a related to the reconfigured BMP alternatives. Evaluate alternatives based on the results of the hydrologic and hydraulic modeling considering project benefits, costs, and the SCWP application scoring, and identify the preferred BMP alternative as a result.

Task 001.c – SCWP Project Feasibility Study and Grant Application Documents:

Prepare and Revise the SCWP Project Feasibility Study and Grant Application Documents, including the project description for the preferred BMP alternative, concept plans and 15 - 29
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

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specifications, hydrology technical memorandum, cost estimate, Operations & Maintenance Plan, project illustrative summary, project presentation, and the SCWP Funding Application.

Task 002 – Preliminary Design Report (PDR):

Task 002.a – Design Survey: Prepare background/baseline drawings with an aerial survey and topographic mapping. Conduct field survey to map features as necessary to complete the survey. Prepare 1” = 20’ scale topographic survey drawings of the project area along Huntington Drive as defined by the Task 001 between approximately Marengo Avenue and Wayne Avenue, obtaining sufficient horizontal and vertical data on existing site conditions for civil design purposes.

Task 002.b – Geotechnical Evaluation Technical Assistance: Provide technical support for the Geotechnical Evaluation (performed by separate consultant and task order), including scope of work and geotechnical report technical advisement.

Task 002.c – Environmental Study Technical Assistance: Provide technical support for the Environmental Study (performed by separate consultant and task order), including scope of work and environmental study technical advisement.

Task 002.d – Baseline Drawings: Prepare the preliminary design report plan baseline drawings, including the identification and location marking of existing utilities on the topographic survey drawings based on existing data, submittal of drawings to the City and other utility agencies to confirm the accuracy of the utility locations, preparation of rightof-way and property plan for the project area, preparation of soils classification map for the project area, and preparation of a base map of the project area that includes utilities, right-of-way and soils information.

Task 002.e – Construction Technology Evaluation: Conduct an evaluation of the tunnel construction technology to be utilized in the project, identifying potentially viable technologies by evaluating least/most likely alternatives based on criteria established by the City and findings of the geotechnical evaluation, environmental study, design survey, and hydrological and hydrology modeling.

Task 002.f – Establish Tunnel Horizontal and Vertical Alignments: Evaluate findings of the geotechnical evaluation, environmental study, design survey, and hydrological and hydrology modeling to refine the 2022-2023 SCWP applicant horizontal alignment, including consideration of locations and depths of major utilities, future access to the tunnel for maintenance, public right-of-way location, the impact of shafts and lay-down areas on traffic, infrastructure projects, and the community in general, and other factors as determined. Establish the tunnel vertical alignment considering the vertical alignments of the existing storm drains to be diverted to the tunnel, depths of major utilities, selected tunnel construction technology, soil profile and geotechnical characteristics, and other factors as determined. Investigate profiles corresponding to the possible alignments and prepare short-list of alignments for further evaluation, prepare conceptual layout drawings 15 - 30
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

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of the short-listed alignments, examine and evaluate short-listed alignments, and finalize the alignments. Review results and recommendations of the geotechnical investigations and prepare technical specifications for the tunnel based on the selected technology.

Consultant shall assist in the facilitation of Workshop #1 to facilitate community input and outreach on the tunnel alignment.

Task 002.g – Preliminary Design Plans: Complete preliminary design consisting of 30%- complete plan and profile drawings and details, and technical specifications corresponding to the final alignment and selected construction technology including a Title Sheet, Index Sheet, Survey, Soil Borings, Plan and Profiles, Diversion Structures, Dry Wells and Sumps, Diversion Structures Details, Tunnel Details, Connections Details, and Access Details.

Consultant shall assist in the facilitation of Workshop #2 to facilitate community input and outreach on the design plans.

Task 002.h – Public Agency Coordination: Coordination including meetings and correspondence with the City of South Pasadena and the Los Angeles County Departments of Public Works and Public Health.

Task 002.i – Permitting: Identify project permit and their requirements for this project, including but not limited to City of South Pasadena Encroachment/Excavation, National Pollutant Discharge Elimination System (NPDES) Permit for ground water discharge, South Coast Air Quality Management District (SCAQMD) permit for portable generators, Occupational Safety and Health Administration (OSHA) permit for tunneling, County of Los Angeles Departments of Public Health and Public Works for stormwater use and storm drain connections.

Task 002.j – Preliminary Design Report: Prepare the project Preliminary Design Report, including 30%-complete plan and profile drawings and details, technical specifications for the final alignment, and information related to the selected construction/installation technology.

Task 003 – Project Management:

Task 003.a – Project/Task Management and Administration: Coordinate task execution and development of deliverables with City of South Pasadena, including formal monthly reporting on project budget and schedule, informal weekly project updates, quality assurance and quality control (QA/QC) for deliverables, and staff scheduling.

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

Shahriar Eftekharzadeh
SEITec, Inc.
25500 Hawthorne Blvd., Suite 1170
Torrance, CA 90505
Telephone: (310) 375-0342
[email protected]
15 - 31
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

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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:

All scope items listed in this task order shall be completed within eight (8) months from the execution of this task order.

Estimated Task Completion Dates (based on December 11, 2023 Notice to Proceed):

Task 001.c Complete Feasibility Study: April 30, 2024
Task 001.c Complete SCWP Application: June 30, 2024
Task 002.a Complete Design Survey January 15, 2024
Task 002.b Complete Geotechnical Work February 15, 2024 Task 002.f Conduct Workshop #1: Tunnel Alignment April 15, 2024 Task 002.g Conduct Workshop #2: Design Plans June 1, 2024 Task 002.j Complete Draft PDR July 20, 2024

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 set forth below. The total cost of this project is to be no more than One-hundred-and-thirty-two thousand, six-hundred-and-thirty-four dollars ($132,634), including a $126,318.14 fee, based on the rates in the Fee Schedule set forth below, and a 5% contingency of $6,315.86. 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. 15 - 32
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

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Table 1 of 2: SEITec Tasks and Assigned Personnel with Hourly Rates ($ / hr) Task
Project
Manager/
Technical
Lead
Senior
Engineer
Staff
Engineer CAD Admin Assistant
Subconsultant 5% Sub
Admin Fee
$193.88 $168.03 $90.48 $129.25 $77.25 (See Table 2)
001.a 5 hrs 3 hrs 12 hrs 20 hrs- -
40 hrs
$969.40 $504.09 $1,085.76 $2,585.00 $5,144.25
001.b 18 hrs 6 hrs 26 hrs- - -
50 hrs
$3,489.84 $1,008.18 $2,352.48 $6,850.50
001.c 36 hrs 8 hrs 22 hrs 20 hrs- -
86 hrs
$6,979.68 $1,344.24 $1,990.56 $2,585.00 $12,899.48
002.a 1 hr 1 hr 4 hrs- -
93 hrs $752.75 99 hrs
$193.88 $168.03 $361.92 $15,055.00 $16,531.58
002.b 2 hrs 1 hr 4 hrs- - - -
7 hrs
$387.76 $168.03 $361.92 $917.71
002.c 8 hrs 2 hrs 16 hrs- - - -
26 hrs
$1,551.04 $336.06 $1,447.68 $3,334.78
002.d 4 hrs 4 hrs 8 hrs 32 hrs- - -
48 hrs
$775.52 $672.12 $723.84 $4,136.00 $6,307.48
002.e 9 hrs 5 hrs 22 hrs- - - -
36 hrs
$1,744.92 $840.15 $1,990.56 $4,575.63
002.f 22 hrs 10 hrs 36 hrs 40 hrs- - -
108 hrs
$4,265.36 $1,680.30 $3,257.28 $5,170.00 $14,372.94
002.g 13 hrs 12 hrs 44 hrs 116 hrs- - -
185 hrs
$2,520.44 $2,016.36 $3,981.12 $14,993.00 $23,510.92
002.h 4 hrs 2 hrs 4 hrs 8 hrs- - -
18 hrs
$775.52 $336.06 $361.92 $1,034.00 $2,507.50
002.i 4 hrs 1 hr 8 hrs-
2 hrs
- -
15 hrs
$775.52 $168.03 $723.84 $154.50 $1,821.89
002.j
40 hrs 16 hrs 40 hrs 48 hrs 20 hrs
- -
164 hrs
$7,755.20 $2,688.48 $3,619.20 $6,204.00 $1,545.00 $21,811.88 003.a
20 hrs
- - -
24 hrs
- -
44 hrs
$3,877.60 $1,854.00 $5,731.60
Total
186 hrs 71 hrs 246 hrs 284 hrs 46 hrs 93 hrs
$752.75
926 hrs
$36,061.68 $ 11,930.13 $22,258.08 $36,707.00 $3,553.50 $15,055.00 $126,318.14 Table 2 of 2: Waber Consultants, Inc. (Subconsultant) Tasks and Assigned Personnel with Hourly Rates ($ / hr) Task Principal Project
Manager
Senior
Engineer
Project
Engineer
CAD
Technician
Survey
Manager
3-Man
Survey Fee
$195.00 $175.00 $150.00 $145.00 $95.00 $140.00 $285.00
002.a1 2 hrs
- - - -
8 hrs 24 hrs 34 hrs
$390.00 $1,120.00 $6,840.00 $8,350.00
002.a2 1 hr 2 hrs 8 hrs 8 hrs 40 hrs
- -
59 hrs
$195.00 $350.00 $1,200.00 $1,160.00 $3,800.00 $6,705.00 Total 3 hrs 2 hrs 8 hrs 8 hrs 40 hrs 8 hrs 24 hrs 93 hrs $585.00 $350.00 $1,200.00 $1,160.00 $3,800.00 $1,120.00 $6,840.00 $15,055.00 15 - 33
Master On-Call Professional Services Agreement – Consultant Services – Exhibit C Task Order

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By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
Mark Perez, Deputy City Clerk
Date:________________________
Approved as to form:

By:__________________________________
Roxanne Diaz, City Attorney
Date:________________________
15 - 34
ATTACHMENT 4
Master On-Call Professional Services Agreements with
UltraSystems Environmental, Inc., Ninyo & Moore, &
SEITec, Inc.
15 - 35
15 - 36

MASTER ON-CALL PROFESSIONAL SERVICES AGREEMENT

FOR CONSULT ANT SERVICES
(City of South Pasadena / Ninyo & Moore)

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

2. RECITALS

2.1 . City has determined that it requires the following professional services from a consultant: Material Testing and Geotechnical 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) 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": 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
Master On-Call Professional Services Agreement - Consultant Services Page I of22
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3.3. "Approved Fee Schedule": Consultant's compensation rates are set fotth 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": October 11, 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 Consultant 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 Consultant. Each Task Order shall incorporate by reference the terms of this Agreement and shall be sequentially-identified. Consultant shall only 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 performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

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15 - 38

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 info1m 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 personnel engaged in the work shall be qualified to perform such services. Randy Reichert 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. Consultant 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. Consultant 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 Master On-Call Professional Services Agreement - Consultant Services

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15 - 39
without the fault or negligence of Consultant provided Consultant requests from the Agreement Administrator an extension of time in writing. Unforeseeable causes of delay beyond the control of Consultant shall include acts of God, acts of a public enemy, acts of the government, acts of City, or acts of another consultant or contractor in the performance of a contract with City, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and weather, or delays of sub-consultants 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 Consultant or its agents, servants, employees, officers, sub-consultants, 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 Consultant's control) shall not entitle Consultant to any additional compensation beyond the Maximum Amount. The sole recourse of Consultant 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 Consultant in an acceptable manner at its own expense. Defective work shall not entitle Consultant 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 Administrator, in writing, of any change in name, ownership or control of Consultant's firm or of any sub-consultant. 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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15 - 40

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. Consultant 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, Consultant shall supervise all work subcontracted by Consultant in performing the Services and shall be responsible for all work performed by a sub-consultant as if Consultant itself had performed such work. The subcontracting of any work shall not relieve Consultant from any of its obligations under this Agreement with respect to any Task Order. Consultant is obligated to ensure that any and all sub-consultants 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 sub-consultants 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 Sub-consultants. City shall pay Consultant for work performed by its sub-consultants, 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 sub-consultants performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any sub-consultants.

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.

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

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withheld as retention (or the retained percentage) in accordance with Public Contract Code 22300. At the request and expense of Consultant, 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 Consultant.

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.

Consultant 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. 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 Master On-Call Professional Services Agreement - Consultant Services

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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 subcontractor, 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 sub-consultants, or anyone directly or indirectly employed by either Consultant or its sub-consultants, 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 performance 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 patties 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, sub-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 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 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 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 I person)
Workers' Compensation:
• Workers' Compensation
• EL Each Accident
• EL Disease - Policy Limit
• EL Disease - Each Employee
$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
$1,000,000
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• 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 City as 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.

13.4. 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.

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 Consultant is performing any surveying, engineering, architectural, or other design work for the project, Consultant 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. Consultant shall provide immediate written notice if (l) 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.

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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 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
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
-R:a-ndy-R-6ieoort Garreth Saiki
Ninyo & Moore
475 Goddard, Suite 200
Irvine, California 92618
Telephone: (949) 753-7070
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With courtesy copy to:

Roxanne Diaz, Esq.

South Pasadena City Attorney
Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Telephone: (213) 626-8484
Facsimile: (213) 626-0078

16. 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.

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 Agreement.

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.

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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 vice 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 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.

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 patty 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 oflnterest. 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

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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 subconsultant 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.

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19.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein ornow 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 of reasonable 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: _____________ _
Signature
Printed:
-------------
Title:
---------------
Date:
----------
Attest:

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

By: ----------------
Roxanne Diaz, City Attorney
Date:
-----------
"Consultant"
Ninyo & Moore
By: ;Wi Ll
Signature
Printed: Garreth Saiki
Title: Principal Engineer
Date: October 19, 2023
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EXIDBIT A
"Scope of Services"
Consultant: Ninyo & Moore
Scope:

Material Testing and Geotechnical Engineering Services
a. Perform sub-surface exploration and material testing in accordance with City standards and/or Caltrans standards for street, facility, and other capital improvements.
b. Conduct geotechnical examinations of selected sites, based on data and observations collected from soil boring(s), including an evaluation of subsurface conditions, soil classification and relevant attributes (moisture content, compressive strength, etc.), settlement, bearing capacity/ resistance, seismic considerations, and any other related concerns. c. Provide comprehensive geotechnical reports including calculations and analysis of the subsurface profile and its impact on the seismic stability and structural integrity of the reservoir.
d. Perform building materials testing including welding on structural steel elements in accordance with current building standards and provide geotechnical services for all projects.
e. Perform source inspection of miscellaneous items and fabricated products such as steel girders, concrete girders and welded sign structures used on the State highway system.
f. Review material submittals for compliance with project specifications and applicable standards and regulations.
g. Perform background review of sites based on published and unpublished groundwater and geologic information.
h. Provide preliminary evaluation of seismic hazards and design parameters using fault maps and current building code.

1. Provide field exploration including drilling, sampling, and logging of test borings.

J. Perform geologic field mapping.
k. Perform soil analysis, soil classification, and site-specific soil characterization.

I. Provide recommendations on soil improvement.
m. Perform ground water investigation and control.
n. Provide design parameters for: Grading; Remedial measures; Shoring; Excavation; Backfill; Compaction; Slope stability; Soil bearing pressure; Foundation design, Lateral earth pressures for design of retaining walls; Groundwater dewatering
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o. Provide settlement evaluation and analyze potential for expansion p. Provide soil corrosivity testing and analysis, Evaluate imported earth materials to be used for fill
q. Provide laboratory testing per City and Caltrans standards to determine maximum dry density and optimum moisture content for fill and backfill, and sand equivalent of all bedding material.
r. Perform laboratory tests on pipe bedding material and aggregate base material to verify their compliance with the project specifications s. Evaluate over-excavation, backfill, and compaction procedures. t. Evaluate field procedures, progress, and testing results. u. Observe site grading and fill placements, including in-place soil density testing of compacted fill, optimum soil moisture density test and relative compaction per project specifications.
v. Provide foundation engineering and inspection for structures; Inspect and evaluate earth-retaining structures and excavations.
w. Perform sieve analysis; Determine R-value; Pavement inspection and testing including preparation of pavement structural section based upon laboratory Rvalue, sieve analysis, and sand equivalent testing; x. Perform concrete inspection and testing including air content and slump testing; Prepare standard test cylinders for concrete and provide laboratory compressive strength testing;
y. Attend meetings throughout the duration of the project as needed to provide technical advice on issues, project schedule, cost control and other related matters.
z. Prepare reports to include: description of field procedures, tabulation of daily field compaction test data, laboratory data, conclusions and recommendations.

Provide reports bearing the Registered Professional Engineer Seal with the signature and license number of the geotechnical engineer responsible for preparation of the report.

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Rates
Professional Staff

EXHIBITB
(Approved Fee Schedule)
Ninyo & Moore
Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist Senior Engineer/Geologist/Environmental Scientist
Senior Project Engineer/Geologist/Environmental Scientist Project Engineer/Geologist/Environmental Scientist
Senior Staff Engineer/Geologist/Environmental Scientist Staff Engineer/Geologist/Environmental Scientist
GIS Analyst
Technical Illustrator/CAD Operator
Field Staff
Certified Asbestos/Lead Technician
Field Operations Manager
Nondestructive Examination Technician (UT, MT, LP)
Supervisory Technician
Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing) Senior Technician
Technician
Administrative Staff
Information Specialist
Geotechnical/Environmental/Laboratory Assistant
Data Processor
Other Charges
Concrete Coring Equipment (includes technician)
Anchor Load Test Equipment (includes technician)
GPR Equipment
Inclinometer
Hand Auger Equipment
Rebar Locator (Pachometer)
Vapor Emission Kit
Nuclear Density Gauge
X-Ray Fluorescence

PID/FID
Air Sampling Pump
Field Vehicle
Expert Witness Testimony
Direct Expenses
Special equipment charges will be provided upon request.

Note:
$ 210 per hour
$ 200 per hour
$ 195 per hour
$ 185 per hour
$ 170 per hour
$ 155 per hour
$ 130 per hour
$ 110 per hour
$ 195 per hour
$ 130 per hour
$ 125 per hour
$ 120 per hour
$ 115 per hour
$ 110 per hour
$ 110 per hour
$ 90 per hour
$ 95 per hour
$ 75 per hour
$ 190 per hour
$ 190 per hour
$ 180 pe1· hour
$ 100 per hour
$ 80 per hour
$ 25 per hour
$ 65 per kit
$ 12 per hour
$ 70 per hour
$ 25 per hour
$ 10 per hour
$ 15 per hour
$ 450 per hour
Cost plus 15 %
For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays. Field technician and special inspection hours are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours. Rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable.

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15 - 55
Schedule of Fees for Laboratory Testing

SOILS CONCRETE
Atterberg Limits, D 4318, CT204 $ 170 Compression Tests, 6x12 Cylinder, C 39 California Bearing Ratio (CBR), D 1883 $ 550 Concrete Mix Design Review, Job Spec Chloride and Sulfate Content, CT 417 & CT 422 $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI Consofidation, D 2435, CT 219 $ 300 Concrete Cores, Compression (excludes sampling), C 42 Consofidation, Hydro-Collapse only, D 2435 $ 150 Drying Shrinkage, C 157 Consolidation - Time Rate, D 2435, CT 219 $ 200 Flexural Tes~ C 78 ..

Direct Shear- Remol9ed, D 3080 $ 350 Flexural Tes~ C 293 Direct Shear- Undisturbed, D 3080 $ 300 Flexural Tes~ CT 523 Durability Index, CT 229 .. $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI Expansion Index, D 4829, IBC 18-3 $ 190 Lightweight Concrete Fill; Compression, C 495 .

Expansion Potenlial (Method A), D 4546 $ 170 Petrographic Analysis, C 856 Geofabric Tensile and Elongation Test, D 4632 $ 200 Restrained Expansion of Shrinkage Compensation Hydraulic Conductivity, D 5084 $ 350 Splitting Tensile Strength, C 496 Hydrometer Analysis, D 6913, CT 203 $ 220 3x6 Grout, (CLSM), C 39 Moisture, Ash, & Organic Matter of Peat/Organic Soils $ 120 2x2x2 Non.Shrink Grout, C 109 Moisture Only, D 2216, CT 226 $ 35
Moisture and Density, D 2937 . s 45 ASPHALT
Permeability, CH, D 2434, CT 220 $ 300 Air Voids, T 269 pH and Resistivity, CT 643 .s 175 Asphalt Mix Design, Caltrans ~ncl. Aggregate Quality) .

Proctor Density D1557, D 698, CT 216, AASHTO T-180 s 220 Asphalt Mix Design Review, Job Spec Proctor Density with Rock Correction D 1557 s 340 Dust Proportio_ning, CT LP-4 R-value, D 2844, CT 301 $ 375 Extraction,% Asphalt, including Gradation, D 2172, CT 382 Sand Equivalent, D 2419, CT 217 $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382 Sieve Analysis, D 6913, CT 202. $ 145 Film Stripping, CT 302 Sieve Analysis, 200 Wash, D 1140, CT 202 .. s 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 Specific Gravity, D 854 s 125 Marshall Stability, Flow and Unit Weight, T 245 Thermal Resistivity (ASTM 5334, IEEE 442) $ 925 Maximum Theoretical Unit Weight, D 2041 , CT 309.

Triaxial Shear, C.D, D 4767, T 297 $ 550 Moisture Conten~ CT 370 T riaxial Shear,
C.U., w/pore pressure, D 4767, T 2297 per pt $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 T riaxial Shear,
C.U., w/o pore pressure, D 4767, T 2297 per pt .. $ 350 Slurry Wet Track Abrasion, D 3910 .

Triaxial Shear, U.U., D 2850 $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) .

Unconfined Compression, D 2166, T 208 $ 180 Superpave, Gyratory Unit Wl, T 312 Superpave, Hamburg Wheel, 20,000 passes, T 324
MASONRY Unit Weight sample or core, D 2726, CT 308
Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67 $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2 Brick Compression Test, C 67 $ 55 Voids·filled with Asphalt, (VFA) CT LP-3 Brick Efflorescence, C 67 $ 55 Wax Density, D 1188
Brick Modulus of Rupture, C 67 .$ 50
Brick Moisture as received, C 67 $ 45 AGGREGATES
Brick Saturation Coefficient, C 67 .$ 60 Clay Lumps and Friable Particles, C 142 Concrete Block Compression Test, 8x8x16, C 140 $ 70 Cleanness Value, CT 227 Concrete Block Conformance Package, C 90 $ 500 Crushed Particles, CT 205.

Concrete Block Linear Shrinkage, C 426 s 200 Durability, Coarse or Fine, CT 229 Concrete Block Unit Weight and Absorption, C 140 s 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 Cores,- Compression or Shear Bond, CA Code $ 70 Flat and Elongated Particle, D 4791 Masonry Grout, 3x3x6 prism compression, C 39 s 45 Lightweight Particles, C 123 Masonry Mortar:2x4 cylinder compression, C 109 $ 35 Los Angeles Abrasion, C 131 or C 535 Masonry Prism, half size, compression, C 1019 $ 120 Material Finer than No. 200 Sieve by Washing, C 117 Masonry Prism, Full size, compression, C 1019 s 200 Organic Impurities, C 40 Pot~ntial Alkali Reactivity, Mortar Bar Method, Coarse, C 1260.

REIN.FORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260 ..

Chemical Analysis, A 36, A 615 $ 135 Poten~al Reactivity of Aggregate (Chemical Method), C 289 Fireproofing Density Test, UBC 7-6 .$ 90 Sand Equivalent, T 176, CT 217 Hardness Tes~ Rockwell, A 370 $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136_ High Strength Boll, Nut & Washer Confomiance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136 per assembly, A 325 $ 150 Sodium Sulfate Soundness, C 88 Mechanically Spliced Reinforcing Tensile Test, ACI . $ 175 Specific Gravity and Absorption, Coarse, c ·127, CT 206 Pre-Stress Strand[! wire), A 416 $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706 $ 75 Structural Steel Tensile Test Up to 200,000 lbs., A 370 ... $ 90 ROOFING Welded Reinforcing Tensile Test Up to No. 11 bars, ACI s 80 Roofing Tile Absorption, (set of 5), C 67 Roofing Tile Strength Tes~ (set of 5), C 67
Special preparation of standard test specimens will be charged at the technician's hourly rate.

Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.

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$ 35
$ 300
$ 850
$ 120
$ 400
$ 85
$ 85
$ 95
$ 275
$ 80
$2,000
$ 450
$ 100
$ 55
$ 55
$ 85
$4,500
$ 180
$ 85
$ 250
$ 150
$ 120
$ 225
s 240
s 150
$ 95
$1,000
$ 150
S 4,900
$ 100
$1,000
s 100
$ 90
$ 90
$ 140
s 180
$ 180
$ 175
s 205
s 180
s 220
$ 180
$ 200
$ 90
$ 90
$1,250
s 950
$ 475
$ 125
$ 120
s 145
s 450
$ 115
s 175
$ 250
····· $ 250
15 - 56

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.

2. 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 TO TASK ORDER]

3. TASK ORDER ADMINISTRATOR. Consultant shall designate a principal point of contact for this task order:
[INSERT NAME AND CONTACT INFORMATION OF CONSULTANT TASK ORDER ADMINISTRATOR]

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 AS
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.

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

Approved as to form:

By: ___________ _
Roxanne Diaz, City Attorney
Date:
-----------
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MASTER ON-CALL PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of South Pasadena / SEITec, 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 SEITec, Inc. (“Consultant”).

2. RECITALS

2.1. City has determined that it requires the following professional services from a consultant: Stormwater, Flood Plain, and Hydrogeological Engineering Services.

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”: September 26, 2022.

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 only 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

6.2. Coordination with City. In performing 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.).

6.7. 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 personnel engaged in the work shall be qualified to perform such services. Shahriar Eftekharzadeh 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.

6.9. 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 DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 60
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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 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.

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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 performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

8. COMPENSATION

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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.

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

Consultant 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.

8.8. 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. 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 DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 63
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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.

12.4. 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.

12.6. 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.

12.8. 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 of Insurance 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: $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
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 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 City as 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.

13.4. 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.

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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13.10. 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.

13.14. 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.

DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 68
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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

14.2. 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 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
H. Ted Gerber
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Telephone: (626) 460-6392
Facsimile: (626) 403-7241
If to Consultant
Shahriar Eftekharzadeh
SEITec, Inc.
25500 Hawthorne Blvd., Suite 1170
Torrance, CA 90505
Telephone: (310) 375-0342
DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 69
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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 CalPERS Determination), Section 11 (Indemnity), paragraph

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 Agreement.

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

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.

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19. GENERAL PROVISIONS

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 fee, gift or other consideration contingent upon or resulting from the award or making DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 71
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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.

19.9. 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.

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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 of reasonable 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:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
SEITec, Inc.

By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

By:__________________________________
Desiree Jimenez, Chief City Clerk
Date:________________________
Approved as to form:

By:__________________________________
Andrew Jared, City Attorney
Date:________________________
Shahriar Eftekharzadeh
Principal
9/26/2022
City Manager
City Manager
DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 11/7/2022
11/8/2022
Armine Chaparyan
11/8/2022
15 - 73
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EXHIBIT A
“Scope of Services”
Consultant: SEITec, Inc.

Sub-Consultants: URBAN WATER GROUP, Inc.; CORNERSTONE STUDIES, Inc.; GREEN PARTNERS, Inc.; HUSHMAND ASSOCIATES, Inc.; SPIRO
LAND SURVEYING, Inc.; WABER CONSULTANTS Inc.; LEE AND
RO; PAUL HANSEN ENGINEERING, LLC; MGE ENGINEERING,
Inc.; ULTRSYSTEMS
Scope:

Stormwater, Flood Plain, and Hydrogeological Engineering Services a. Planning and design of water resources projects related but not limited to: the capture, retention and direct use of stormwater and surface water; groundwater recharge; multi-purpose watershed management facilities; low impact development (LID) measures; engineered wetlands for stormwater treatment; landscaping that utilizes native and other plant species for stormwater treatment and carbon sequestration; and stream and upland habitat creation and restoration.
b. Engineering assistance with construction, monitoring, and operations and maintenance.
c. Engineering assistance with National Pollutant Discharge Elimination System (NPDES) related programs.
d. Preparation of hydrology and hydraulic analysis and reports. e. Preparation of Water Quality Management Plans (WQMP), Stormwater Pollution Prevention Plans (SWPPP), or related NPDES documents/reports.

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EXHIBIT B
“Approved Fee Schedule”
DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 75
a PRIME CONSULTANT, SEITec, Inc.

A. LABOR W/ % OVERHEAD AND PROFIT
Category Rate ($/hr) Overhead Rate(%) Profit (%)
Project Manager/ 75.00 1350% 100% Technical Lead
Senior Engineer 65.00 1350% 100%
Staff Engineer 35.00 1350% 100%
Administrative 30.00 1350% 100% Assistant
CAO 50.00 1350% 100%
B. LABOR W/ $/ HR OVERHEAD AND PROFIT
Category Rate ($/hr) Overhead Rate (S/hr) Profit (S/hr) Project Manager/ 75.00 101.25 17.63 Technical Lead
Senior Engineer 65.00 87.75 15.28
Staff Engineer 35.00 47.25 8.23
Administrative 30.00 40.50 705 Assistant
CAO 50.00 67.50 11.75
C. TRAVEL
2 HOURS M INIMUM TRIP CHARGE

TIME BILLED AT BILLING RATE OF ACTUAL RESOURCES ENVOLVED

MILEAGE PER IRS RULES
D. REIMBURSABLE EXPENSES*
BILLED AT COST PLUS 20% ADMINISTRATIVE FEE
• PRINTING, COPIES, ELECTRONIC SUPPLIES, ALL OTHER DIRECT COSTS E. SUBCONSULTANT MANAGEMENT FEE
5% ADM INISTRATIVE FEE UNLESS BUDGETED FOR IN THE TASK ORDER Billing Rate (S/hr)
193.88
16803

90.48 77.55
129.25
Billing Rate (S/hr)
193.88
16803

90.48 77.55
129.25
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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 76
b URBAN WATER GROUP, Inc.

Principal: $ 175 per hour
Staff: $95 per hour
Minimum trip charge: 2 hours
Travel time: $45 per hour
Mileage: per IRS rules
Reimbursable expenses include printing, copies, billed at cost plus 20% administration fee.
c CORNERSTONE STUDIES, Inc.

CORNERSTONE STUDIOS
2022 Billing Rate Schedule

CLASSIFICATION
Principal
Project Manager
Land scape Inspector
Landscape Architect
Senior Landscape Designer
Junior Landscape Designer
Administrative

REIMBURSABLE EXPENSES
• Mileage
• Delivery, Freight, Courier
• Agency Fees
• Reproduction
• Presentation materials
• In House Computer Plotting
RATE
$ 140
$ 125
$ 110
$ 105
$ 95
$ 85
$ 70
Prevailing Federal Rate
At Cost
At Cost
At Cost
At Cost
$1.50/SF
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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 77
d GREEN PARTNERS, Inc.

GREEN PRINT ~ PARTNERS
WBE I WOSB I B•Corporation
2022 Billing Rates
April Mendez, CEO S250 oo
Nicole Chavas, COO ~250.00
Jim Sparber, VP-Engineering S250.00
Rose Jordan, VP-Marketing S25o.oo
Kristin lhnchak, Dir of Equitable Planning &250.00
Laura Kenney, Senior Project Manager S155.00
Hannah Kacprzak, P.E., Senior Project Manager S155.00
Alex Heidtke, P.E., Project Manager S155.00
Haley Cannon, Project Manager S155.00
Kristen Patino, Senior Associate S110 00
Anna Jentz, Associate s110.oo
Peter Bornhoff, Associate Engineer s11 o.oo
Kabir Fakoya, Associate Engineer &110.00
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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 78
e HUSHMAND ASSOCIATES, Inc.

FEE SCHEDULE
CLASSIFICATION TITLE UNBURDENED INDIRECT% PROFIT% TOTALLY

HOURLY RATE BURDENED
RATE
Principal Engineer $83.02 141.13 10.00 $220
Principal Geologist $83.02 141.13 10.00 $220
Project Manager $71.70 141.13 10.00 $190
Sr. Geotechnical Engineer $64.15 141.13 10.00 $170
Sr. Project Engineer $56.60 141.13 10.00 $150
Project Engineer $49.06 141.13 10.00 $130
Sr. Staff Engineer $43.40 141.13 10.00 $115
Sr. Field Tech (Prev. Wage) $47.17 141.13 10.00 $125
Administrative Staff $30.19 141.13 10.00 $80
LIST OTHER DIRECT COSTS AND EXPENSES BELOW:

ITEMS/EXPENSES

1. Reproduction $0.07/page

2. Copying $0.06/page

3. Plott ing $3.75/sheet B&W; $5/sheet color

4. Transportation / Travel $0.585/mile, Field Truck Charge: $8.00/hr

5. Special Deliveries

6. Subcontractors/Subconsultants Actual Cost + 10% Markup

7. Field Testing Equipment (Nuclear Gage, Sand Cone) $6.00/hr Master On-Call Professional Services Agreement – Consultant Services

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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 79
d SPIRO LAND SURVEYING, Inc.

Rates
Professional Land Surveyor
Survey Mapping
Drafting/ Research
Administrative / Clerical
Expert Witness/ Court Appearance
One-Person Survey Crew
Two-Person Survey Crew
Prevailing wage Two Person Survey Crew
e WASER CONSULTANTS Inc.

Standard Charge Rate Schedule
Billing Rates as of March 2022
$175
$100
$70
$40
$250
$150
$200
$350
Principal ................... ..... ..... ..... ... ........................... ..... ......................... ..... ..... ..... .......... $195/hour Project Manager ...... ........................................................ ................... ......................... $175/hour Senior Engineer ........................ , ....................................................... , ........................... $150/hour Project Engineer ....... ..... ..... ..... ... ........................... ..... ......................... ..... ..... ..... ... ....... $145/hour Project Designer ....................... , ....................................................... , ........................... $110/hour CAD Technician ........................ , ....................................................... , ............................. $95/hour Survey Manager ... ... ................... ... ..... ..... ......................... ..... ..... ..... ... ................... ... .... $140/hour 2-Man Survey Party .................. , ....................................................... , ........................... $240/hour 3-Man Survey Party .................... ... ..... ..... ......................... ..... ..... ..... ... ................... ... .... $285/hour Reimbursables ..... ... ................... ... ..... ..... ......................... ..... ..... ..... ... ................... ... .... cost + 15% Mi le age .................................... , ....................................................... , ........................... $0.58/mile Reproduction .. ..... ... ................... ... ..... ..... ......................... ..... ..... ..... ... ................... ... ..... ... $0.65/sf Master On-Call Professional Services Agreement – Consultant Services

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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 80
f LEE AND RO
LEE+ RO's
Hourly Billing Rate Schedule
(Effective From August 1, 2022 to July 31, 2025)

PERSONNEL CLASSIFICATION

ENGINEERS
Engineer 8
Engineer 7
Engineer6
Engineer 5
Engineer 4
Engineer 3
Engineer 2
Engineer 1

CAO/ DESIGNERS
Designer 6
Designer 5
Designer 4
Designer 3
Designer 2
Designer 1

FIELD PROFESSIONALS
Field Professional 5
Field Professional 4
Field Professional 3
Field Professional 2
Field Professional 1

ADMINISTRATIVE
Administrative 4
Administrative 3
Administrative 2
Administrative 1
ES
E7
E6
E5
E4
E3
E2
E1
T6
TS
T4
n
T2
T1
FS
F4
F3
F2
F1
A4
A3
A2
A1
Managing Engineer
Supervising Engineer
Principal Engineer
Senior Engineer
Engineer
Associate Engir,eer
Assistant Engineer
Junior Engineer
Principal Deslgr,er
Senior Designer
Designer
Associate DesigJJer
Assistant Designer
Junior Designer
Senior Resident Engineer
Resident Engineer
Senior Inspector
Inspector
Assistant Inspector
Senior Contract Manager
Contract Manager
Senior Word Processor
Word Processor I Admin. Assistant
Ciry of South Posodeno

BILLING RATES
(SIHOUR)
$325
$296
$274
$246
$229
$206
$178
$159
$229
$206
$178
$159
$133
$112
$246
$229
$206
$178
$159
$175
$162
$156
$139
A LEE+RO
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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 81
g PAUL HANSEN ENGINEERING, LLC
Firm: Paul Hansen Engineering, LLC
Labor Category St aff Hourly Rate
Principal Paul Hansen, PE $ 187.00
Project Manager Patricia McCarthy, PE $ 175.00
Master Scheduler / P6 Integrator Jaymin Shah $ 169.00
Senior Scheduler Ali Davoodi $ 165.00
Senior Cost Estimator Ken Becker $ 165.00
BIM Vishal Bora $ 145.00
Contract Coordinator Tannaz Zandi $ 119.00
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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 82
g PAUL HANSEN ENGINEERING, LLC
Firm: Paul Hansen Engineering, LLC
Labor Cat egory Staff Hourly Rate
Principal Paul Hansen, PE $ 187.00
Project Manager Patricia McCarthy, PE $ 175.00
Master Scheduler/ P6 Integrator Jaymin Shah $ 169.00
Senior Scheduler Ali Davoodi $ 165.00
Senior Cost Estimator Ken Becker $ 165.00
BIM Vishal Bora $ 145.00
Contract Coordinator Tannaz Zandi $ 119.00
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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 83
h MGE ENGINEERING, Inc.

MGE El'GHERNG, INC.

STANDARD HOURLY BILLING RATES
MGE ENGINEERING, INC. HOURLY RATES

PROFESSIONAL
Principal Engineer
Project Manager
Supervising Engineer
Geologist/Geotechnical Engineer
Senior Engineer
Associate Engineer

TECHNICAL
CADD Technician Ill
CADD Technician It
CADD Technician I
Assistant Engineer
Junior Eng ineer
DIRECT COSTS:

Reproduction and Delivery
Auto Mileage
Per Diem
$315
$273
$273
$252
$236
$189
$173
$137
$121
$179
$126
At Cost
Fe<leral Rale ( $0.5&mle)
CTT ravel Guide
NOTE: ABOVE RATES ARE SUBJECT TO UP TO 5% ESCALATION PER YEAR OVER THE NEXT 5 YEARS Master On-Call Professional Services Agreement – Consultant Services

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DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 84

UL TRSYSTEMS

STANDARD RATE SCHEDULE

PROFESSIONAL STAFF
Princioal
Director
Senior P1•oject Manager
P-roject Manager
Senior Principal Engineer
Senior Scientist/Engineer
Scientist/Engineer
$ta ff Scientist/Engineer
Senior Plannur
Associate Planner
Planner/Emrironmental Analyst
Senior Biologist JI
Senior Biologist I
Storr Biologist II
Stoff Biologist I
Associate Biologist
Cultural Specialist
Archaeologist
Cultural Monitor
Senior GIS Analyst
GJS Technician
Word Processor
Intern
Bulldlng Se rvices
Field Management
ACM Air Monitor/Lead Inspector/Sampling
Note, ACM/LBP Removal quoted per job basis

FIELD EQUIPMENT
Excavation Screen
Effective January 2022
Field Supplies (shovels, health and sMety, flMeinf!, biroculars, etc.) Garmin GPS (non-Trimble)
!Pad Data Tablet
Kestrel Anemometer (or equivalent)
Photoionization detector (PIO) or e auivalent
Quest Sound Pro SP-DL•l - L/3 Sound Level Meter (or ttmivalentl RKI GX-2003 Multi-Gas Meter (or eQuivalent]
Trimble Geo7x GPS Unit with Rane:efinder for PnUivalentl XRF Anatyrer
Hourly
$185
$175
$165
$160
$175
$165
$150
$140
$125
$120
$110
$130
$125
$120
SILO
$100
$135
$120
$85
$110
$100
$75
$50
$145
$88
Daily Weekly
$5 $20
SIS $60
$5 $20
S25 $100
$5 $20
$100 $400
StJO $440
S65 $260
$120 $560
sqs $380
Consultant support (printing. reproducti(ln and (lther direct expe nses) will be b illed Rt a rate of cost plus ten (10J percent Automobile mileage will be charged at IRS standard r.ttes. T ravel time will be b illed as indicated in the hourly rate schedule above.

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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.

3. TASK ORDER ADMINISTRATOR. Consultant shall designate a principal point of contact for this task order:
[INSERT NAME AND CONTACT INFORMATION OF CONSULTANT TASK ORDER ADMINISTRATOR]

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.

DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 85
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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”
City of South Pasadena
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Consultant”
[COMPANY]
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Attest:

Approved as to form:

By:__________________________________
Andrew Jared, City Attorney
Date:________________________
DocuSign Envelope ID: A9777592-39E6-4492-ACCE-BAD6DDE3BD8D 15 - 86
16 16 - 1
City Council
Agenda Report
DATE: December 6, 2023
FROM: Armine Chaparyan, City Manager .4-e--PREPARED BY: H. Ted Gerber, Director of Public Works ITEM NO.
--
Arpy Kasparian, Environmental Services & Sustainability Manager SUBJECT: Consideration of Authorizing the City's Participation in the San Gabriel Valley Council of Government's Regional Application for the CalRecycle SB 1383 Local Assistance Grant Program Recommendation
It is recommended that the City Council:

1. Provide direction on the use of funds from the first round of the CalRecycle Senate Bill 1383 Local Assistance Grant Program; and

2. Authorize the City Manager to execute a Letter of Authorization to allow the San Gabriel Valley Council of Governments to apply for the second round of the CalRecycle Senate Bill 1383 Local Assistance Grant Program on behalf of the City.

Executive Summary
To assist with the implementation of Senate Bill (SB) 1383 requirements, the Department of Resources Recycling and Recovery (CalRecycle) offered the SB 1383 Local Assistance Grant Program in 2022 (for which the City was awarded $37,204) and has released the application for Round Two funding for this non-competitive grant (for which the City's award amount is estimated to be $75,000). City staff recommend using Round One funds to purchase and distribute kitchen food waste pails to assist residents (especially those in multifamily properties) in separating and collecting food waste as the City implements and enforces organics recycling citywide.

In addition, City staff intends to join the San Gabriel Valley Council of Government's ("SGVCOG") regional application for Round Two funding. The application will include funding for extending the City's participation in the SGVCOG Regional Food Recovery Program to 2026, and for SGVCOG staff and consultants to administer the program and provide technical assistance. Funding can also be used for City-specific programs such as the purchase and distribution of kitchen food waste pails, assistance to the City's local food bank, procurement of recovered organic waste material, and other requirements of SB 1383.

Authorizing Submittal of Regional Application for SB 1383 Grant Program December 6, 2023

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Background
In September 2016, the passage of SB 1383 established statewide targets to reduce the disposal of organic waste from landfills and increase recovery of currently disposed edible food for human consumption. To recover 20 percent of edible food that would otherwise be sent to landfills by 2025, SB 1383 requires local jurisdictions to establish food recovery programs and strengthen their existing food recovery networks. In addition, jurisdictions are mandated to provide organics collection services, provide education and outreach to the community, procure recyclable and recovered organic waste products for use within the City, secure access to recycling and edible food recovery capacity, and monitor compliance and conduct enforcement.

The City is working with Athens Waste Management, our refuse provider, to implement SB 1383 programs into the City’s services under a contract amendment.

To assist with the implementation of regulation requirements, the Department of Resources Recycling and Recovery (CalRecycle) offered the SB 1383 Local Assistance Grant Program in 2022 (for which the City was awarded $37,204) and has released the application for Round Two funding for this non-competitive grant (for which the City’s award amount is estimated to be $75,000). These funds can be used to assist the jurisdiction in the various components of SB 1383 including capacity planning, collection, edible food recovery, education and outreach, enforcement and inspection, program evaluation, procurement requirements, and record keeping.

In November 2021, the City joined the SGVCOG’s Regional Food Recovery Program which was established to help member agencies comply with SB 1383's food recovery mandates and reduce food waste in the San Gabriel Valley. Known as one of the largest regional food recovery programs in California, this program assesses commercial edible food waste generators, identifies, and fosters partnerships with local food recovery organizations, implements outreach and education endeavors, and develops and implements inspection protocols. Seventeen cities, including the City of South Pasadena, are currently participating in the Regional Food Recovery Program.

The program, which includes inspections and compliance assistance for Tier 1 and Tier 2 Edible Food Generators and Food Recovery Organizations, is set to conclude in Spring 2024.

Analysis
Round One Grant Funds
City staff have deferred spending Round One of the grant funds considering negotiations for the Athens Services Agreement amendment are currently in progress.

With City Council’s recent direction to maintain Backyard Service, staff can now seek direction on the use of the grant funds. City staff recommend using the funds for kitchen food waste pails which would assist residents (especially those in multi-family dwellings) with food scrap separation and collection. Kitchen food waste pails are typically 2 gallons in size and can range from $18 to $40 depending on their material and features.

Users place their food scraps such as fruit and vegetable trimmings, eggshells, bones, 16 - 2
Authorizing Submittal of Regional Application for SB 1383 Grant Program December 6, 2023

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coffee grinds, etc. in their kitchen pail throughout the week and then empty the contents into their organics containers prior to their trash collection day. Kitchen food waste pails are made from sturdy materials with tight lids to reduce any odors. The pails the City would distribute would be labeled with information on what is and is not acceptable in the organics container with a QR code for more information on the City’s organics recycling program. Kitchen food waste pails are a popular item and have been distributed by several other cities including Glendale, Monrovia, Monterey Park, La Verne, San Dimas, Los Angeles, Azusa, etc. As the City implements and begins enforcement of citywide organics recycling, kitchen food waste pails can serve as a tool for residents to effectively comply with the changes in waste collection.

Round Two Grant Funds and Regional Application
CalRecycle recently released the guidelines and application for Round Two of the SB 1383 Local Assistance Grant Program. Round Two eligible projects are similar to those of the Round One grant, such as edible food recovery, inspection and enforcement, and education and outreach. The City’s anticipated grant allocation for Round Two is $75,000. CalRecycle also made several significant changes to the guidelines, many of which better support joint applications and allow cities to designate an administering body to provide regional solutions.

City staff, along with other participating cities, intends to join the SGVCOG’s regional application for Round Two funding. Participating cities cannot submit separate applications upon joining the regional application. The application will include funding for extending the City’s participation in the SGVCOG Regional Food Recovery Program to 2026 and include city-specific programs such as the purchase and distribution of kitchen food waste pails. Funding will also be included for SGVCOG staff and consultants to administer the program and provide technical assistance. Participating cities need to submit a Letter of Authorization to SGVCOG by December 15, 2023 allowing the SGVCOG to apply on their behalf.

Submitting a regional application for a regional program allows for simplified administration of the grant. The City will work with the SGVCOG to establish specific budget requests for the grant award. Cities may undertake their own activities and will receive a lump sum payment from the SGVCOG or invoice the SGVCOG for reimbursement. Grants are anticipated to be awarded in March of 2024 with the grant term ending in April 2026.

In addition to the City of South Pasadena, to date, the following 15 cities have expressed an interest in participating in the regional application:
• Arcadia • Glendora • San Marino
• Azusa • Irwindale • Sierra Madre
• Baldwin Park • La Cañada Flintridge • South El Monte
• Covina • Monrovia • Temple City
• Duarte • Monterey Park • Walnut
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Authorizing Submittal of Regional Application for SB 1383 Grant Program December 6, 2023

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Staff recommends the City sign a Letter of Authorization to allow the SGVCOG to submit a regional application for the Round Two 1383 Local Assistance Grant Program.

This will enable both reducing the administrative burden on the City and streamlining implementation of the Regional Food Recovery Program.

Alternatives
Round One funding can also be used for other items such as recordkeeping software, procurement of recyclable and recovered organic waste products, and personnel costs.

Fiscal Impact
The grant revenue will be reflected in the City’s CalRecycle Local Assistance Grant Fund 219 Account. The Cal Recycle Grants program does not require a match. The award amount is estimated to be $75,000. Funds must be placed into an interestbearing account. Tracking and reporting of interest earned (if any) on the funds is not required. All interest accrued and received from the funds shall be used only for eligible expenses as indicated in the grant guidelines.

Key Performance Indicators and Strategic Plan
This item is in line with Task 4a of the City’s Strategic Plan: Implement Climate Action Plan for environmental initiatives. It also aligns with the City’s Green Action Plan, Goal III, to divert organics from landfill and to implement the requirements of SB 1383.

Commission Review and Recommendation
This item was not reviewed by a commission; however, the Athens’ Contract Ad Hoc Committee have previously discussed options for the use of the grant funds.

Attachment:

1. Letter of Authorization

ATTACHMENT
Letter of Authorization
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CITY OF SOUTH PASADENA
1414 MISSION STREET, SOUTH PASADENA, CA 91030
TEL: (626) 403-7210 ▪ FAX: (626) 403-7211
WWW.SOUTHPASADENACA.GOV
December 6, 2023
CalRecycle
SB1383 Local Assistance Grant Program
PO Box 4025
Sacramento, CA 95812-4025
RE: CalRecycle SB 1383 Local Assistance Grant Regional Application - Letter of Authorization I am the City Manager of the City of South Pasadena. I am authorized to contractually bind the City of South Pasadena. Pursuant to this authority, I hereby authorize San Gabriel Valley Council of Governments to submit a JPA application and act as Lead Agency on behalf of the City of South Pasadena. The San Gabriel Valley Council of Governments is hereby authorized to execute all documents necessary to implement the project under the SB 1383 Local Assistance Grant.

This authorization is effective until June 30, 2026.

Arminè Chaparyan
City Manager
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
www.southpasadenaca.gov
626-403-7212
[email protected]
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DATE:

FROM:

City Council
Agenda Report
December 6, 2023
Armine Chaparyan, City Manager .4ePREPARED BY: H. Ted Gerber, Public Works Director ITEM NO.
--
SUBJECT: Consider the Acceptance of the Transformative Transportation Strategies & Mobility Solutions Program Opportunity Grant Award from the South Coast AQMD in the amount of $499,789 for the City Electrification Project
Recommendation
It is recommended that the City Council consider authorizing the City Manager to accept the Transformative Transportation Strategies & Mobility Solutions Program Opportunity Grant Award from the South Coast Air Quality Management District (AQMD) as supported by the Mobile Source Air Pollution Reduction Review Committee (MSRC) in the amount of $499,789 and authorize the City Manager or designee to execute all necessary documents to accept the grant.

Executive Summary
After a comprehensive and competitive application, review, and approval process, the City of South Pasadena was awarded a $499,789 Transformative Transportation Strategies & Mobility Solutions Grant from the South Coast AQMD, facilitated and recommended by the Mobile Source Air Pollution Reduction Review Committee (MSRC). The grant was proposed to fund the implementation of electric police patrol vehicles and related charging infrastructure. If approved, this item would accept the grant funding, which is already programmed into the City's operational budget and Capital Improvement Program.

Background
In September 1990, Assembly Bill 2766 was signed into law (Health & Safety Code Sections 44220-44247) authorizing an annual $4 motor vehicle registration fee to fund the implementation of programs exclusively to reduce air pollution from motor vehicles.

AB 2766 provides that 30 percent of the annual $4 vehicle registration fee subvened to South Coast AQMD be placed into an account to be allocated pursuant to a work program developed and adopted by the MSRC and approved by the AQMD Board.

In May 2022, the MSRC approved release of a Program Opportunity Notice (PON) 2022-01 for the Transformative Transportation Strategies & Mobility Solutions Program under the Fiscal Years 2021-2024 Work Program. The May 6, 2022 PON sought proposal submittals that demonstrated new and innovative transportation strategies MSRC Transformative Transportation Strategies & Mobility Solutions Grant Acceptance December 6, 2023

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above and beyond traditional transportation demand strategies. The closing date for submissions was August 5, 2022, at which point nineteen (19) responses were received.

The MSRC-TAC Innovative Transportation Subcommittee reviewed the submittals and engaged in substantive discussions regarding their merits. Based on the submittal of a number of responses which shared similar characteristics, the Subcommittee recommended the development and issuance of an RFP for micro-transit operations.

The Subcommittee further recommended that the MSRC seek a full proposal from the City of South Pasadena for zero-emission police patrol vehicles and their supporting infrastructure, in an amount not to exceed $500,000. The City of South Pasadena submitted the requested proposal on November 8, 2022. The proposal requested $499,789 in MSRC Clean Transportation Funding for the implementation of the South Pasadena Police Patrol Electrification Program. The proposal was reviewed by the MSRC-TAC Innovative Transportation Subcommittee and was recommended for approval to the MSRC. The MSRC approved an award of $499,789 to the City for this project. On May 5, 2023, the MSRC requested the South Coast AQMD Board approve the contract award as part of approval of the FYs 2016-18 and 2021-24 AB 2766 Discretionary Fund Work Programs.

Analysis
To accept and utilize this funding, the grant agreement (attached to this staff report) requires the City to procure and place into service ten (10) Model Y police patrol vehicles and ten (10) Model 3 police administrative, cadet, or detective vehicles. The grant contributes $81,009 to the initial up-front payments of the patrol vehicles, and $316,080 towards the monthly lease payments in ten equal installments of $31,608 to be paid over five (5) years semi-annually; expecting a corresponding match of $81,009 and $316,080, respectively from the City (50% match). In addition, the grant lists expected expenditures for police patrol vehicle upfitting at $505,299 and procurement of administrative vehicles at $630,522. The grant also requires the already in-progress installation of seventeen (17) Level 2 chargers at City Hall, including nine (9) chargers with sixteen (16) total ports in the Police Department parking lot, and a single Level 3 charger dedicated to emergency response. The grant provides a total of $102,700 to these efforts, with a required 50% match of $102,700, though the grant listed costs for the City and its project partner, Southern California Edison are expected at $681,201.

The agreement includes terms for reimbursement if the requirements over the program’s five (5) year implementation are not met. In addition, the agreement includes a 25-month implementation plan to place the vehicles and infrastructure into service, submit reports to MSRC, and conduct outreach to the community on the project and its benefits. For reference, a project status memo and financials to-date are included with this report (Attachment 2) to provide an update on the implementation efforts to date.

Fiscal Impact
The grant contributes $81,009 to the initial up-front payments of the patrol vehicles, and $316,080 towards the monthly lease payments in ten equal installments of $31,608 to be paid over five (5) years semi-annually. It is anticipated that the first of these payment 17 - 2
MSRC Transformative Transportation Strategies & Mobility Solutions Grant Acceptance December 6, 2023

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will be applied in FY 23-24, payments two and three applied in FY 24-25, and payments four through ten so forth through FY 28-29.

The grant funding is already included in the Fiscal Year (FY) 2023-2024 adopted Operations and Capital Improvement Program (CIP) budgets considering revenue, transfers, and expenditures. The Police Department Facilities and Maintenance Equipment Account No. 105-4010-4011-8101, which funds the patrol vehicle leasing, includes a transfer of $144,225 from MSRC Grant (Fund 238). The grant also contributes $2,700 to the installation of Police Department Level 2 charging stations and $100,000 towards the installation of the emergency-response-dedicated Level 3 charging station, and the City/Civic Center Charging System Project Account No. 400- 9000-9188-9188-000 includes a transfer of $102,700 from MSRC Grant (Fund 238) to purchase and install these electric vehicle charging systems.

If, at the completion of the implementation, the expenditures are less than the expected costs, the actual amount of grant funds reimbursed to the City shall be adjusted on a prorated basis so that the amount of grant funds reimbursed to the City shall not exceed 50% of actual vehicle or infrastructure costs, including delivery and taxes.

Key Performance Indicators and Strategic Plan
This item aligns with Strategic Plan priorities “4a” Implementing the Climate Action Plan, and “4i” Pursuing the electrification of the City’s fleet. The City’s Climate Action Plan includes a municipal-sector goal (CAP M.2) to electrify the municipal fleet and mobile equipment and install electric vehicle charging stations at City facilities, as well as a transportation-sector goal (CAP T.1) to increase zero-emission vehicle and equipment to 13% by 2030 and 25% by 2045.

Commission Review and Recommendation
This project has been discussed at length at multiple Public Safety Commission, Natural Resources & Environmental Commission, and Public Works Commission meetings.

Environmental Analysis
Installation of electric vehicle chargers where vehicles are already parked and fueled, and the replacement of existing vehicle equipment, does not expand current use. This item is exempt from the California Environmental Quality Act (CEQA) analysis based on State CEQA Guidelines Section requirements under Section 21084 of the Public Resources Code, in accordance with Article 19, Section 15301, Class (1) "existing facilities."
Public Notification
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 Grant Agreement No. MS24002

2. Project Status Memo
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ATTACHMENT 1
Proposed Grant Agreement No. MS24002
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r.., South Coast
- Air Quality Management District
ltJl~l~DS;fl!I~
Grant Agreement No. MS24002
Clean
Transportation
Funding
from the MSRC
AB 2766/MSRC TRANSFORMATIVE TRANSPORTATION STRATEGIES & MOBILITY SOLUTIONS PROGRAM

GRANT AGREEMENT

1. PARTIES
The parties to this Grant Agreement ("Agreement") are the South Coast Air Quality Management District (referred to here as "SCAQMD11) whose address is 21865 Copley Drive, Diamond Bar, California 91765-4178, and the City of South Pasadena (referred to here as "RECIPIENT") whose address is 1414 Mission Street, South Pasadena, California 91030.

2. RECITALS
A. SCAQMD is the local agency with primary responsibility for regulating stationary source air pollution within the geographical boundaries of the South Coast Air Quality Management District in the State of California (State).

B. Under State Health & Safety Code Sections 44225, et seq. (AB 2766), SCAQMD's Governing Board has authorized the imposition of the statutorily set motor vehicle fee for the purpose of reducing air pollution from motor vehicles and to implement the California Clean Air Act. By taking such action, the State's Department of Motor Vehicles (DMV} is required to collect such fee and remit it periodically to SCAQMD.

C. AB 2766 further mandates that thirty (30) percent of such vehicle registration fees be placed by SCAQMD into a separate account for the sole purpose of implementing and monitoring programs to reduce air pollution from motor vehicles.

D. AB 2766 creates a regional Mobile Source Air Pollution Reduction Review Committee (MSRC) to develop a work program to fund projects from the separate account. Pursuant to approval of the work program by SCAQMD's Governing Board, SCAQMD authorized this Agreement with RECIPIENT for equipment or services described in Attachment 1 • Statement of Work, expressly incorporated herein by this reference and made a part hereof of this Agreement.

E. RECIPIENT met the requirements for receipt of AB 2766 Discretionary Funds as set forth in RECIPIENT's Transformative Transportation Strategies & Mobility Solutions Program Proposal dated November 8, 2022 and was awarded a grant under the work program.

F. RECIPIENT is authorized to do business in the State of California and attests that it is in good tax standing with the California Franchise Tax Board.

G. All parties to this Agreement have had the opportunity to have this Agreement reviewed by their attorney.

3. DMV FEES
RECIPIENT acknowledges that SCAQMD cannot guarantee that the amount of fees to be collected under AB 2766 will be sufficient to fund this Agreement. RECIPIENT further acknowledges that payment under this Agreement is contingent upon SCAQMD receiving sufficient funds from the DMV, and that SCAQMD assumes no responsibility for the collection and remittance of motor vehicle registration fees.

4. AUDIT AND RECORDS RETENTION
A. RECIPIENT shall, at least once every two years, or within two years of the termination of the Agreement if the term is less than two years, be subject to an audit by SCAQMD or its authorized representative to determine if the revenues received by RECIPIENT were spent for the reduction of pollution from motor vehicles pursuant to the Clean Air Act of 1988.
1 17 - 8
Grant Agreement No. MS24002
B. RECIPIENT agrees to maintain records related to this Agreement during the Agreement term and continue to retain these records for a period of two years beyond the Agreement term, except that in no case shalt RECIPIENT be required to retain more than the most recent five years' records. SCAQMD shall coordinate such audit through RECIPIENTS audit staff.

C. If an amount is found to be inappropriately expended, SCAOMD may withhold funding, or seek reimbursement, from RECIPIENT in the amount equal to the amount that was inappropriately expended. Such withholding shall not be construed as SCAQMD's sole remedy and shall not relieve RECIPIENT of its obligation to perform under the terms of this Agreement.

5. TERM
The term of this Agreement is for seventy six (76) months from the date of execution by both parties, unless terminated earlier as provided for in the TERMINATION clause of this Agreement or the EARLY TERMINATION clause, or the term is extended by amendment of this Agreement in writing. No work shall commence prior to the Agreement start date, except at RECIPIENT's cost and risk, and no charges are authorized until this Agreement is fully executed, subject to the provisions stated in the PRE-AGREEMENT COSTS clause of this Agreement.

6. SUCCESSORS-IN-INTEREST
This Agreement, and the obligations arising under the Agreement, shall be binding on and inure to the benefit of RECIPIENT and their executors, administrators, successors, and assigns.

7. REPORTING
RECIPIENT shall submit reports to SCAQMD as outlined in Attachment 1 - Statement of Work. SCAQMD reserves the right to review, comment, and request changes to any report produced as a result of this Agreement.

8. TERMINATION
A In the event any party fails to comply with any term or condition of this Agreement or fails to provide services in the manner agreed upon by the parties, including, but not limited to, the requirements of Attachment 1 - Statement of Work, this failure shall constitute a breach of this Agreement. The nonbreaching party shall notify the breaching party that it must cure this breach or provide written notification of its intention to terminate this Agreement. Notification shall be provided in the manner set forth in the NOTICES clause of this Agreement. The non-breaching party reserves all rights under law and equity to enforce this Agreement and recover damages.

B. SCAQMD reserves the right to terminate this Agreement, in whole or in part, without cause, upon thirty (30) days' written notice. Once such notice has been given, RECIPIENT shall use all reasonable efforts to mitigate its expenses and obligations. RECIPIENT will be paid in accordance with this Agreement for tasks performed and costs incurred that could not be mitigated before the effective date of termination.

C. RECIPIENT shall be paid in accordance with this Agreement for all Work performed before the effective date of termination under section B of the TERMINATION clause of this Agreement. Before expiration of the thirty (30) days' written notice, RECIPIENT shall promptly deliver to SCAQMD all copies of documents and other information and data prepared or developed by RECIPIENT under this Agreement with the exception of a record copy of such materials, which may be retained by RECIPIENT.

9. EARLY TERMINATION
This Agreement may be terminated early due to the following circumstances: The infrastructure identified in Attachment 1, Statement of Work, becomes inoperable, and is either not technically able to be repaired, or is too costly to repair, and such failure is not caused by RECIPIENT's negligence, misuse, or malfeasance. 2 17 - 9
Grant Agreement No. MS24002

10. INSURANCE
RECIPIENT represents that it is permissibly self-insured and will maintain such self-insurance in accordance with applicable provisions of California law throughout the term of this Agreement. RECIPIENT shall provide evidence of sufficient coverage annually during the term of this Agreement and any extensions thereof that meet or exceed the minimum requirements set forth by the SCAQMD below. The certificate of self-insurance shall be mailed to: SCAQMD, 21865 Copley Drive, Diamond Bar, CA 91765-4178, Attention: Cynthia Ravenstein, MSRC Agreements Administrator and sent by email to SCAQMD Risk Management ([email protected]). The SCAQMD Agreement Number must be included on the face of the certificate. If RECIPIENT fails to maintain the required insurance coverage, SCAQMD reserves the right to terminate the Agreement or purchase such additional insurance and bill RECIPIENT or deduct the cost thereof from any payments owed to RECIPIENT. Minimum insurance coverages are as follows:

A. Worker's compensation insurance in accordance with either California or other state's applicable statutory requirements.

B. General Liability insurance with a limit of at least $1,000,000 per occurrence, and $2,000,000 in general aggregate.

C. Automobile Liability insurance with limits of at least $100,000 per person and $300,000 per accident for bodily injuries and $50,000 in property damage, or $1,000,000 combined single limit for bodily injury or property damage.

11. INDEMNIFICATION
RECIPIENT agrees to hold harmless, defend and indemnify SCAQMD, its officers, employees, agents, representatives, and successors-in-interest against any and all loss, damage, costs, lawsuits, claims, demands, causes of action, judgments, attorney's fees, or any other expenses arising from or related to any third party claim against SCAQMD, its officers, employees, agents, representatives, or successors in interest that arise or result in whole or in part, from any actual or alleged act or omission of RECIPIENT, its officers, its employees, contractors, agents or representatives in the performance of this Agreement. This Indemnification Clause shall survive the expiration or termination (for any reason) of the Agreement and shall remain in full force and effect.

12. DISCLAIMER OF WARRANTY
The purchase or lease of funded vehicles/equipment is the RECIPIENT's decision. The SCAQMD does not make any express or implied warranty of merchantability, fitness for a particular purpose or otherwise, quality or usefulness of the technology or product. Without limiting the foregoing, the SCAQMD will not be financially responsible, or otherwise liable, for the installation or performance of the vehicle/equipment.

13. PAYMENT
A. SCAQMD shall reimburse RECIPIENT up to a total amount of Four Hundred Ninety-Nine Thousand Seven Hundred Eighty-Nine Dollars ($499,789) in accordance with Attachment 2 - Payment Schedule expressly incorporated herein by this reference and made a part hereof of the Agreement.

B. A withhold amount or percentage (if any) shall be identified in the Payment Schedule, and such amount shall be withheld from each invoice. Upon satisfactory completion of project and final acceptance of work and the final report, RECIPIENT's invoice for the withheld amount shall be released. Proof of project completion shall include a Final Report detailing the project goals and accomplishments, data collected during project performance, if any, documentation of significant results, and emissions reduction input data needed for calculation of emissions reductions.
3 17 - 10
Grant Agreement No. MS24002
C. Any funds not expended upon early Agreement termination or Agreement completion shall revert to the AB 2766 Discretionary Fund. Payment of charges shall be made by SCAQMD to RECIPIENT within thirty (30) days after approval by SCAQMD of an itemized invoice prepared and furnished by RECIPIENT.

D. An invoice submitted to SCAOMD for payment must be prepared in duplicate, on company letterhead, and list SCAQMD's Agreement number, period covered by invoice, and RECIPIENT's social security number or Employer Identification Number and submitted to:

South Coast Air Quality Management District
21865 Copley Drive
Diamond Bar, CA 91765-4178
Attn: Cynthia Ravenstein, MSRC Contracts Administrator

1. Charges for equipment, material, and supply costs, travel expenses, contractor, and other charges, as applicable, must be itemized by RECIPIENT. Reimbursement for equipment, material, supplies, contractor, and other charges, as applicable, shall be made at actual cost. Supporting documentation must be provided for all individual charges (with the exception of direct labor charges provided by RECIPIENT).

2. SCAQMD shall pay RECIPIENT for travel-related expenses only if such travel is expressly set forth in Attachment 2 - Payment Schedule of this Agreement or pre-authorized by SCAQMD in writing.

3. RECIPIENT'S failure to provide receipts shall be grounds for SCAQMD's non-reimbursement of such charges. SCAQMD may reduce payments on invoices by those charges for which receipts were not provided.

4. RECIPIENT must submit final invoice no later than ninety (90) days after the termination date of this Agreement or invoice may not be paid.

14. COMPLIANCE WITH APPLICABLE LAWS, LICENSES, PERMITS
RECIPIENT agrees to comply with all federal, state, and local laws, ordinances, codes and regulations and orders of public authorities in the performance of this Agreement, including complying with all licensing and permitting requirements and obtaining an clearances from appropriate agencies applicable to the project. RECIPIENT must also ensure that the vehicles and/or equipment to be purchased, leased or installed in the performance of this Agreement are in compliance with all applicable federal, state, and local air quality rules and regulations, and that it will maintain compliance for the full Agreement term. RECIPIENT shall ensure that the provisions of this clause are included in all contracts and subcontracts.

15. MOBILE SOURCE EMISSION REDUCTION CREDITS (MSERCs)
A. The MSRC has adopted a policy that no MSERCs resulting from AB 2766 Discretionary Funds may be generated and/or sold.

B. RECIPIENT has the opportunity to generate MSERCs as a by-product of the project if a portion of the air quality benefits attributable to the project resulted from funding sources other than AB2766. These MSERCs, which are issued by SCAQMD, are based upon the quantified vehicle miles traveled (VMT) by project vehicles or other activity data as appropriate. Therefore, a portion of prospective MSERCs, generated as a result of AB 2766 Funds, must be retired. The portion of prospective credits funded by the AB 2766 program, and which are subject to retirement, shall be referred to as 11AB 2766-MSERCs." C. The determination of AB 2766-MSERC's is to be prorated based upon the AB 2766 program's contribution to the cost associated with the air quality benefits. In the case where AB 2766 Discretionary Funds are used to pay for the full differential cost of a new alternative fuel vehicle or for the retrofitting or repowering of an existing vehicle, all MSERCs attributable to AB 2766 Discretionary Funds must be retired. The determination of AB 2766-MSERCs for infrastructure and other ancillary items is to be prorated based 4 17 - 11
Grant Agreement No. MS24002
upon the AB 2766 program's contribution to the associated air quality benefits. Determination of the project's overall cost will be on a case-by-case basis at the time an MSERC application is submitted.

SCAQMD staff, at the time an MSERC application is submitted, will calculate total MSERCs and retire the AB 2766-MSERCs. RECIPIENT would then receive the balance of the MSERCs not associated with AB 2766 funding.

16. NOTICES
All notices that are required under this Agreement shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by email, U.S. Mail, express, certified, return receipt requested, or a nationally recognized overnight courier service. In the case of email communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. Email communications shall be deemed to have been received on the date of such transmission, provided such date was a business day (Tuesday-Friday) and delivered prior to 5:30pm Pacific Standard Time. Otherwise, receipt of email communications shall be deemed to have occurred on the following business day. In the case of U.S. Mail notice, notice shall be deemed to be received when delivered or five (5) business days after deposit in the U.S.

Mail. In the case of a nationally recognized overnight courier service, notice shall be deemed received when delivered (written receipt of delivery).

SCAQMD: South Coast Air Quality Management Di.strict
21865 Copley Drive
Diamond Bar, CA 91765-4178
Attn: Cynthia Ravenstein, MSRC Contracts Administrator, email: [email protected] RECIPIENT:

City of South Pasadena
1414 Mission Street
South Pasadena, CA 91030
Attn: H. Ted Gerber, email: [email protected]

17. INDEPENDENT CONTRACTOR
RECIPIENT, its officers, employees, agents, or representatives shall act in an independent capacity, and shall in no sense be considered employees or agents of SCAQMD, nor shall RECIPIENT, its officers, employees, agents, or representatives be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by SCAQMD to its employees. SCAQMD will not supervise, direct, or have control over, or be responsible for REClPIENT's means, methods, techniques, work sequences or procedures, or for the safety precautions and programs incident thereto, or for any failure by them to comply with any local, state, or federal laws, or rules or regulations, including state minimum wage laws and OSHA requirements.

18. OWNERSHIP
Title and full ownership rights to any equipment purchased under this Agreement shall at all times remain with RECIPIENT.

19. SECURITY INTEREST
RECIPIENT hereby grants SCAQMD a security interest in any and all equipment purchased, in whole or in part, with funding provided by SCAQMD pursuant to this Agreement. RECIPIENT acknowledges and agrees 5 17 - 12
Grant Agreement No. MS24002
that SCAQMD shall have all lien rights as a secured creditor on any and all equipment purchased in whole or in part by the RECIPIENT; under this Agreement or any amendments thereto. The SCAQMD shall have lien rights in effect until the RECIPIENT satisfies all terms under the Agreement, including but not limited to, the use and reporting requirements. Accordingly, RECIPIENT further agrees that SCAQMD is authorized to file a UCC filing statement or similar security instrument to secure its interests in the equipment that is the subject of the Agreement. In the event RECIPIENT files for bankruptcy protection, RECIPIENT shall notify SCAQMD within 10 business days of such filing.

20. NON-DISCRIMINATION
In the performance of this Agreement, RECIPIENT shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment on the basis of race, religious creed, color, national origin, ancestry, sex, sexual orientation, marital status, age, mental status, medical condition, physical or mental disability, or allow unlawful denial of family and medical care leave, denial of pregnancy disability leave, or reasonable accommodations. RECIPIENT shall comply with the provisions of the California Fair Employment & Housing Act (Government Code Sections 12900 et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto, Executive Order No. 11246 (30 Federal Register 12319), and all administrative rules and regulations issued pursuant to said Acts and Order.

21. ASSIGNMENT AND TRANSFER OF EQUIPMENT
A. The rights and responsibilities granted hereby may not be assigned, sold, licensed, or otherwise transferred by RECIPIENT without the prior written consent of SCAQMD, and any attempt by RECIPIENT to do so shall be void upon inception.

B. RECIPIENT agrees to obtain SCAQMD's written co_nsent to any assignment, sale, license or transfer of Equipment, if any, prior to completing the transaction. RECIPIENT shall inform the proposed assignee, buyer, licensee or transferee (collectively referred to here as "Buyer") of the terms of this Agreement.

RECIPIENT is responsible for establishing contact between SCAQMD and the Buyer and shall assist SCAQMD in facilitating the transfer of this Agreement's terms and conditions to the Buyer. RECIPIENT will not be relieved of the legal obligation to fulfill the terms and conditions of this Agreement until and unless the Buyer has assumed responsibility of this Agreement's terms and conditions through an executed Agreement with SCAQMD.

22. NON-EFFECT OF WAIVER
The failure of RECIPIENT or SCAQMD to insist upon the performance of any or all of the terms, covenants, or conditions of this Agreement, or failure to exercise any rights or remedies hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants, or conditions, or of the future exercise of such rights or remedies, unless otherwise provided for herein.

23. TAX IMPLICATIONS FROM RECEIPT OF MSRC FUNDS
RECIPIENT is advised to consult a tax attorney regarding potential tax implications from receipt of MSRC funds.

24. ATTORNEYS' FEES
In the event any action is filed in connection with the enforcement or interpretation of this Agreement, each party in said action shall pay its own attorneys' fees and costs.

25. FORCE MAJEURE
A party shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting, directly or indirectly, from acts of God, civil or military authority, 6 17 - 13
Grant Agreement No. MS24002
acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the party's reasonable control.

26. SEVERABILITY
In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part hereof.

27. HEADINGS
Headings on the clauses of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement.

28. SIGNATURES
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute together one and the same instrument. Further, the parties agree that this Agreement or any counterpart may be executed and delivered by DocuSign, or by transmitting a manual signature by fax or .pdf, which shall have the same force and effect as copies executed and delivered with original manual signatures.

29. GOVERNING LAW
This Agreement shall be construed and interpreted, and the legal relations created thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of any disputes under this Agreement shall be Los Angeles County, California.

30. PRE-AGREEMENT COSTS
Any costs incurred by RECIPIENT prior to RECIPIENT receipt of a fully executed Agreement shall be incurred solely at the risk of the RECIPIENT. In the event that this Agreement is not executed, neither the MSRC nor the SCAQMD shall be liable for any amounts expended in anticipation of a fully executed Agreement. If this Agreement is fully executed, pre-Agreement cost expenditures authorized by the Agreement will be reimbursed in accordance with the Payment Schedule and payment provision of the Agreement.

31. CHANGE TERMS
Changes to any part of this Agreement must be requested in writing by RECIPIENT and approved by MSRC in accordance with MSRC policies and procedures. RECIPIENT must make requests a minimum of 90 days prior to desired effective date of change. All modifications to this Agreement shall be in writing and signed by the authorized representatives of the parties. Fueling station location changes shall not be approved under any circumstances.

32. PUBLIC WORKS PROJECTS
RECIPIENT agrees to comply with all of the applicable provisions of the California Labor Code pertaining to public works projects (Labor Code Sections 1720 -1861 ). RECIPIENT shall be responsible for determining the applicability of the provisions of California Labor Code and complying with the same, including, without limitation, registering the public works project with the Department of Industrial Relations, obtaining from the Director of the Department of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, making the same available to any interested party upon request, paying the applicable prevailing rates, posting copies thereof at the job site and flowing all applicable 7 17 - 14
Grant Agreement No. MS24002
requirements to its contractors. Proof of compliance must be provided to SCAQMD upon request. RECIPIENT shall indemnify, defend and hold harmless the SCAQMD against any and all claims, demands, damages, defense costs or liabilities based on failure to adhere to the above referenced statutes.

33. ENTIRE AGREEMENT
This Agreement represents the entire agreement between RECIPIENT and SCAQMD. There are no understandings, representations, or warranties of any kind except as expressly set forth herein. No waiver, alteration, or modification of any of the provisions herein shall be binding on any party unless in writing and signed by the authorized representative of the party against whom enforcement of such waiver, alteration, or modification is sought. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

34. AUTHORITY
The signatory hereto represents and warrants that he or she is authorized and empowered and has the legal capacity to execute this Agreement and to legally bind RECIPIENT both in an operational and financial capacity and that the requirements and obligations under this Agreement are legally enforceable and binding on RECIPIENT.
{THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) 8 17 - 15
Grant Agreement No. MS24002
IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed on their behalf by their authorized representatives.

SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT
Vanessa Delgado. Chair, Governing Board
Date:
____________ _
APPROVED AS TO FORM:

Bayron T. Gilchrist, General Counsel
/IMSRC Master Boilerplate
Revised Merch 15,2023

CITY OF SOUTH PASADENA
By: ____________ _ Name:

TiUe:

Date:
____________ _
9 17 - 16

1. Project
Attachment 1
Statement of Work
City of South Pasadena
Agreement Number MS24002
The City of South Pasadena (hereinafter referred to as "RECIPIENT") is to procure and place into regular service the following vehicles:

Vehicle Type Vehicle Vocation Quantity
Tesla Model Y* Police patrol 10
Tesla Model 3 Police administration, cadet 10
or detective
RECIPIENT is also to procure and install at their Civic Center at 1414 Mission Street, South Pasadena, California:

Infrastructure Type ' Police-dedicated dual-port Level II charging stations. Stations shall meet current Society of Automotive Engineers Jl 772 standards.* Police-dedicated single-port Level II charging stations. Stations shall meet current Society of Automotive Engineers J1772 standards.* Other emergency-response-dedicated dual-port Level Ill charging stations* Staff/public dual-port Level II charging stations. Stations shall meet current Society of Automotive Engineers J1772 standards.

Staff /public single-port Level II charging stations. Stations shall meet current Society of Automotive Engineers J1772 standards. *MSRC co-funded
RECIPIENT shall be reimbursed according to Attachment 2 - Payment Schedule.

2. Vehicle Operation Requirements and Reimbursement for Noncompliance Quantity
7 2
1 6
2 MSRC co-funded vehicles are required to operate for a minimum of five years. RECIPIENT is obligated to comply with the geographical restriction requirements as follows:

A. Each of the vehicles funded under this Agreement must accrue at least 85% of its annual mileage within the geographical boundaries of the South Coast Air Quality Management District for a period of no less than five (5) years from the date the vehicle enters service.

Should RECIPIENT deviate from or fail to comply with this obligation, RECIPIENT shall 17 - 17
Attachment 1
Statement of Work
City of South Pasadena
Agreement Number MS24002
reimburse SCAQMD for a prorated share of the funds provided for the vehicle as indicated in the table below:
5 year Operations Obligation Percentage of MSRC Funds
Termination Occurs to be Reimbursed
Within Year 1 100%
Between Years 1-2 80%
Between Years 2-3 60%
Between Years 3-4 40%
Between Years 4-5 20%
After Year 5 0%

8. The appropriate reimbursable amount shall be paid to SCAQMD within sixty {60) days from the date the vehicle ceases to operate in accordance with the geographical restrictions.

C. Should RECIPIENT sell, lease, transfer, assign or otherwise divest itself of the vehicles during the five-year period referred to above, notice shall be provided to SCAQMD no less than 30 days preceding the day the sale, lease, transfer, or assignment is effectuated. The agreement effectuating the sale, lease, transfer or assignment shall state that the SCAQMD is an intended third-party beneficiary of the agreement and shall include the following requirement: the obligation to accrue mileage within the South Coast Air Quality Management District shall be a continuing obligation of the subsequent purchaser, lessee, transferee, successor in interest, heir or assign and shall remain in full force and effect until the expiration of the five year operation period. This obligation shall be passed down to and bind any subsequent purchaser, lessee or transferee during this five-year term and SCAQMD shall be an intended third-party beneficiary of any subsequent agreement. Upon receiving notice of any subsequent sale, lease, transfer, assignment or other divestiture, SCAQMD may elect to either require the reimbursement specified above, or require the subsequent purchaser, lessee, transferee or assignee to comply with the continuing obligation to operate the vehicle for a period of no less than five (5) years from the date the vehicle entered service. Notice of SCAQMD's election of remedies shall be provided to RECIPIENT and any subsequent purchaser, lessee, transferee or assignee in a timely fashion.

3. Infrastructure Operation Requirements and Reimbursement for Noncompliance For MSRC co-funded infrastructure, RECIPIENT is obligated to comply with the charging infrastructure operational availability requirements set forth as follows:

A. RECIPIENT shall maintain operation of this infrastructure at the specified location for a minimum of five years from the date the infrastructure enters service.

8. Should RECIPIENT deviate from the obligations set forth in Paragraph 1 above, for reasons other than those stated in the EARLY TERMINATION clause of this Agreement, RECIPIENT 17 - 18
Attachment 1
Statement of Work
City of South Pasadena
Agreement Number MS24002
shall reimburse SCAQMD for a prorated share of the funds provided for charging facilities as indicated in the table below:
5 year Operational Availability Percentage of MSRC Funds Obligation Termination to be Reimbursed
Occurs
Within Year 1 100%
Within Year 2 80%
Within Year 3 60% Within Year 4 40%
Within Year 5 20%
After Year 5 0%
C. The appropriate reimbursable amount shall be paid to SCAQMD within sixty (60) days from the date the station ceases operation. RECIPIENT shall not be responsible for any reimbursement to SCAQMD if the obligation is terminated as a result from one or more reasons set forth in the EARLY TERMINATION clause of this Agreement.

4. Promotion
RECIPIENT shall prepare and submit a proposed Public Outreach Plan to promote the MSRC's cofunding of the vehicles and infrastructure. Acceptable outreach may include, but is not limited to, notices in RECIPIENT mailings to residents, newspaper notices, flyers, and information items at RECIPIENT Board meetings and community events. The Public Outreach Plan shall automatically be deemed approved 30 days following receipt by SCAQMD staff, unless SCAQMD staff notify RECIPIENT in writing of a Public Outreach Plan deficiency. RECIPIENT shall implement the approved Public Outreach Plan in accordance with the Project Schedule below.

5. Reports and Records
a. Quarterly Reports - Until vehicles and infrastructure commence operation, RECIPIENT shall provide quarterly progress reports that summarize the project results to date including, but not limited to: tasks completed, issues or problems encountered, resolutions implemented, and progress to date. Progress reports that do not comply will be returned to the RECIPIENT as inadequate.
b. Annual Reports - On an annual basis for a period of five years following commencement of co-funded vehicle and infrastructure operation, RECIPIENT shall report: annual mileage and percent of operation within geographical boundaries of South Coast Air Quality Management District.
c. Records - RECIPIENT shall maintain records of mileage of MSRC-co-funded vehicles, geographical area of operations, and the energy costs for charging said vehicles. 17 - 19
Attachment 1
Statement of Work
City of South Pasadena
Agreement Number MS24002
d. Final Report - One year following the last of the co-funded vehicles and infrastructure being placed into service, a Final Report shall be submitted by the RECIPIENT in the format provided by SCAQMD staff. The Final Report shall include, at a minimum: a} an executive summary; and b} a detailed discussion of the results and conclusions about this project. RECIPIENT will identify any barriers encountered and solutions developed to overcome the barriers, and the impact of the project on future electric vehicle projects.

6. Project Schedule
RECIPIENT shall comply with the increments of progress identified in the following chart. The completion month for each task is based on the date of Agreement execution.

Task Completion
Order vehicles Month 4
Order charging stations Month 4
Submit Public Outreach Plan Month 7
Take delivery and place vehicles into Month 13
service
Place charging stations into service Month 13
Implement Public Outreach Plan Month 16
Quarterly reports Quarterly beginning with Month 4
Final Report Month 25
Annual Reports Annually beginning with Month
25 17 - 20
Attachment 2
Payment Schedule
City of South Pasadena
Agreement Number MS24002
Cost Breakdown
Maximum AB2766
Discretionary Other funds
Procurement Category Funds payable Applied to
under this Match
Agreement
$81,009 (down $81,009 Tesla Model Y police patrol payment) vehicles (If less than 10 vehicles $316,080 (in ten
are procured, payments shall equal installments $316,080 be pro-rated) of $31,608 to be paid semi-annually)
$0 $96,129 (down Police patrol vehicle payment)
aftermarket upfitting $0 $409,170 (over life of lease)
Tesla Model 3 police $0 $630,522 administration vehicles Police-dedicated Level II $2,700 (installation $260,495 (all charging stations costs) other costs)
Emergency-response-dedicated $100,000 $125,000 Level Ill charging station Staff /public Level II charging $0 $295,706 stations
Totals $499,789 $2,214,111
Total Cost
$162,018 $632,160
$96,129
$409,170 $630,522 $263,195 $225,000 $295,706
$2,713,900
Following reimbursement of $81,009 for down payment, reimbursement for police patrol vehicles will be made in ten equal semi-annual installments as follows: $31,608 payable upon placement into service of patrol vehicles, with the nine semi-annual payments of $31,608 each due at six-month intervals thereafter. Payment is contingent upon the continued operation of the patrol vehicles at the original location as required by this Agreement. If RECIPIENT ceases operation at the original location, no further payments are due and payable to RECIPIENT.

Payment of the final eight semi-annual installments is also contingent upon submission and acceptance of the Final Report.

For the infrastructure elements, reimbursement shall be made upon completion and placement into service.

For vehicles. proof of completion shall include:
o Proof of vehicle delivery, vehicle acceptance, and placement of vehicle into service; and 4 17 - 21
Attachment 2
Payment Schedule
City of South Pasadena
Agreement Number MS24002
o Documentation of the specific vehicle purchased, including the year, manufacturer, and model
For charging infrastructure, proof of completion shall include:
o Photos of completed installations; o A report(s) signed by a responsible official certifying that the station installation has been completed as described in Attachment 1; and
o Receipts for equipment and/or invoice(s) from subcontractor(s) performing the installations, if any.

If, at the completion of the Project, the expenditures are less than the Total Cost amount above, the actual amount of AB 2766 Discretionary Funds reimbursed to RECIPIENT shall be adjusted on a prorated basis, so that the amount of AB 2766 Discretionary Funds reimbursed to RECIPIENT shall not exceed 50% of actual vehicle or infrastructure costs, including delivery and taxes.

Additional AB 2766 Discretionary Funds will not be available to fund project cost overruns. Any project cost overruns must be funded from other than AB 2766 Discretionary Funds. 4 THIS PAGE

INTENTIONALLY

LEFT BLANK
17 - 22
ATTACHMENT 2
Project Status Memo
17 - 23

THIS PAGE

INTENTIONALLY

LEFT BLANK
17 - 24
City of South Pasadena
City Manager’s Office
Memo
Date: December 6, 2023
To: The Honorable City Council
Via: Arminé Chaparyan, City Manager
From: Ted Gerber, Public Works Director
Subject:

Brian Solinsky, Chief of Police Chief
Status Update and Financials on Tesla Vehicle Fleet Project On September 21, 2022, the City Council approved an item related to the Electrification of City Hall and the transition of the entire Police vehicle fleet to electric vehicles. The approved transition included procuring 20 Tesla vehicles (10 Model Y vehicles for patrol operations and 10 Model 3 vehicles for administrative and detective use) through a fiveyear leasing program with Enterprise Fleet Management (EFM). Additionally, charging infrastructure to support an all-EV fleet was also approved including procuring, installing, and maintaining 34 level 2 chargers in partnership with the Southern California Edison (SCE) Charge Ready Program for the City Hall internal and external parking lots, as well as a solar array and battery back-up project with Clean Power Alliance (CPA) at the parking lot located at Hope and Mound.

The following provides a high-level summary of implementation efforts, timelines and costs, and the attached spreadsheets provide more detailed cost figures for the electrification and EV transition projects:
• On October 25, 2022, EFM placed an order with Tesla’s Fleet Team for 10 Model 3 vehicles. Since Tesla prioritizes fleet orders over retail orders, all 10 Model 3’s were delivered earlier than anticipated on December 22, 2022. All 10 Model 3’s for administrative and detective use were placed into service almost immediately. • On December 22, 2022, EFM placed an order for ten Model Y vehicles. Once again due to Tesla’s prioritization, all 10 Model Y vehicles (of which being the 17 - 25
new 2023 model year) were delivered earlier than anticipated on January 23, 2023. Between the time of order placement and delivery, Tesla had reduced the MSRP of the Model Y by a significant amount. Staff immediately reached out to EFM to inquire about either receiving a price adjustment for the reduction or canceling and re-placing the purchase in order to receive the updated pricing.

On February 22, 2023, staff was notified that Tesla would honor the price reduction, as the vehicles had been ordered but not yet delivered. EFM has let staff know they will be reducing the monthly lease expenses related to the Model Y vehicles once the credit is received from Tesla. EFM is working with Tesla regarding the refunded amount due, but do not yet have a definitive date for the completion of the refund. [Table 1]
• On February 3, 2023, the city was awarded $499,789 by the South Coast Air Quality Management District under the Mobile Source Air Pollution Reduction Committee’s Transformative Strategies & Mobility Solutions Program. The award is targeted to reduce the annual lease expense of the Model Y vehicles by half and to also pay for a portion of the infrastructure.
• On February 7, 2023, one Model Y and one Model 3 were transported to the selected vehicle upfitter, Unplugged Performance in the City of Hawthorne in order to start the upfitting process. The upfitting process includes, but is not limited to, research and development, procuring parts from multiple vendors, installation of equipment, and programming of computer-based systems. Supply chain issues have proved to be a challenge while procuring necessary equipment, though the challenges do seem to be easing as the project moves forward.
• On March 1, 2023, staff went before the City Council to provide an update on the City’s electrification project which included revised financials estimating a reduction in the annual lease expense by approximately $8,400 per year, and an approximate $9,400 increase in the one-time down payment related to inflationary upfitting expenses.
• On August 16, 2023, staff presented an additional quarterly update to the City Council. This item included a progress update regarding the charging infrastructure with SCE, final approval by the AQMD/MSRC of their contract award, additional vehicles being delivered to Unplugged Performance to start the upfitting process, and a notification of increased lease payments pending auction of existing fleet vehicles. [Tables 2 & 3]
17 - 26
• On September 27, 2023, the first Model Y patrol vehicle was delivered to the police department from Unplugged Performance and entered a pilot phase for testing and validation. Currently, five additional Model Y vehicles and two Model 3 vehicles are in various stages of the upfitting process, and the City’s upfitting partner, Unplugged Performance, is committed to expediting supply chain and labor timelines to meet the agency’s revised timelines. The current goal is to have the remaining vehicles in the fleet upfitted and delivered to the police department by the end of the year.
• On October 5, 2023, staff had an initial meeting with representatives from EFM to start the auction process on existing fleet vehicles. As vehicles are down-fitted and usable equipment is removed in order to be repurposed on the new vehicles, EFM will arrange for transportation of the older vehicles to auction. Staff anticipates releasing the first administrative vehicles to EFM for auction in November/December 2023 and patrol vehicles as the Tesla replacement vehicles are upfitted and placed into service along with the construction and installation of the City Hall charging infrastructure.

Staff is working closely with SCE in order to move the infrastructure portion of the project forward. Staff, the City’s Electrification consultant, and SCE will present an update on infrastructure timelines and next steps, as well as an update on the beginning of construction for the City Hall parking lot chargers installations, in coordination with the acceptance of the MSRC grant. Per the City’s agreement and on-going work with SCE on this project, the City has upkept timely deliverables: chargers have been procured, project design has been approved, and an easement which permits SCE’s portion of the project to move forward has been granted. A time estimate for SCE for groundbreaking will be provided as soon as it is available. 17 - 27
Table 1. Vehicle Lease Costs with Model Y Discount

VEHICLE TERM

VEHICLE

PURCHASE
PRICE

AFTERMARKET

COST FROM

UNPLUGGED
(INCLUDED IN

CAPITALIZED COST)
25% CAPITALIZED

PRICE REDUCTION
(MONEY DOWN:

MSRP +

AFTERMARKET)

AVERAGE GAIN

ON PRIOR FROM
SELLING 20 CITYOWNED
VEHICLES*

MONTHLY
LEASE

PAYMENT

WITH TAX

QUANTITY
TOTAL

MONTHLY
COST x QTY

ANNUAL COST
x QTY

TOTAL MONEY
DOWN x QTY
2022 TESLA MODEL Y PATROL 60 $56,696 $47,005 $26,734.56 $6,970 $1,655.57 9 $14,900.13 $178,801.56 $240,611.04 2022 TESLA MODEL Y K9 60 $56,696 $49,986 $27,556.14 $6,970 $1,679.69 1 $1,679.69 $20,156.28 $27,556.14 2022 TESLA MODEL 3 DETECTIVE 60 $49,940 $6,324 $12,439.75 $6,970 $825.67 9 $7,431.03 $89,172.36 $111,957.75 2022 TESLA MODEL 3 CADET 60 $49,940 $8,559 $12,998.50 $6,970 $862.24 1 $862.24 $10,346.88 $12,998.50 *Added proceeds of sale from auction of old vehicles, dependent on infrastucture completion 20 $24,873.09 $298,477.08 $393,123.43
YEAR 1 COST $691,601 Estimated
Wholesale Value
Reduced Book
Value at Term
Estimated
Equity at
Estimated
Equity x QTY
YEAR 2 COST $298,477 $19,000.00 $7,744.65 $11,255.35 $101,298.15 YEAR 3 COST $298,477 $19,000.00 $7,939.05 $11,060.95 $11,060.95 YEAR 4 COST $298,477 $16,000.00 $3,731.85 $12,268.15 $110,413.35 YEAR 5 COST $298,477 $16,000.00 $3,899.70 $12,100.30 $12,100.30 $1,885,509 Estimated Equity at 60-Month Term (2027) $234,872.75 17 - 28
Table 2. Infrastructure
One-Time Annual Sub-total Total
Infrastructure $ 477,538
Level 2 Infrastructure & 1-Year Maintenance $ 197,063
Police $ 80,734 $ 11,278
Fire $ 19,509 $ 2,506
Public $ 73,010 $ 10,025

Level 2 Rebates $ (24,650)
Police $ (11,600) $ -
Fire $ (2,900) $ -
Public $ (10,150) $ -

Level 3 Infrastructure & 1-Year Maintenance (Police) $ 251,500 Design Engineering & Support $ 50,000 $ -
Device Purchase $ 100,000 $ -
Device Installation & Electrical Infrastructure $ 100,000 $ - Network $ - $ 500
Maintenance $ - $ 1,000

Project Administrative Costs $ 53,625
Police Coordination Consulting (est. 75%) $ 40,219 $ -
Other Coordination Consulting (est. 25%) $ 13,406 $ -

17 - 29
Table 3. Annual Savings, New Revenue, and Grant Offsets One-Time Annual Sub-total Total
Annual Savings & New Revenue (approximations based on operating assumptions) $ (65,867)
Gasoline Costs v. Electricity Savings $ - $ (28,663) $ (28,663) Maintenance Savings $ - $ (16,500) $ (16,500)
Low Carbon Fuel Standard Credits $ - $ (20,705) $ (20,705) Charging Revenue $ - $ (22,075) $ (22,075) $ (22,075)
$ (499,789)
MSRC Grant $ (499,789)
MSRC Grant Level 2 Contribution $ (2,700) $ -
MSRC Grant Level 3 Contribution $ (100,000) $ -
MSRC Grant Patrol Down Payment Contribution $ (81,009) $ - MSRC Grant Patrol Lease Contribution $ (316,080) $ -
17 - 30

South Pasadena City CouncilDecember 6, 2023

South Pasadena City Council
December 6, 2023