Agenda Item 8D — Torrance City Council, June 17, 2025

8D
Date: June 17, 2025
To: Honorable Mayor and Members of the City Council
From: Michelle Ramirez, Community Development Director
By: Uykheang Keo, Building Official | [email protected] Subject: Community Development – Approve Fourth Amendment to Consulting Services Agreement for Seismic Retrofit Ordinance Implementation. Expenditure: None .

RECOMMENDATION
Recommendation of the Community Development Director that City Council approve a fourth amendment to the consulting services agreement with Degenkolb Engineers of Los Angeles, CA (C2021-019), to extend the contract term for an additional seven months beginning July 1, 2025 and ending February 8, 2026.

FUNDING
None required.

DISCUSSION
On February 9, 2021, the City Council awarded a consulting services agreement to Degenkolb Engineers of Los Angeles, CA, (C2021-019), to complete a citywide survey of buildings and assist in the development of a seismic retrofit ordinance. This agreement needs an extension of time in order for Degenkolb Engineers to assist staff with the implementation of the seismic retrofit ordinance.

To date, the seismic retrofit ordinance was approved by the City Council on March 14, 2023.

Following this approval, staff working in collaboration with Degenkolb Engineers, developed design guidelines and handouts necessary for the consistent and effective implementation of the ordinance. Additionally, staff have been working with the City’s IT Department to configure the permit software system to support and facilitate the program’s implementation. Further, staff have developed a phased rollout of the seismic retrofit ordinance that consists of a pilot program focusing on Priority 1 buildings, which would include soft-story structures.

However, due to recent staff turnover along with an increased workload within the Building & Safety Division, the pilot program has yet to be launched. The initial steps of the pilot program will involve notifying property owners of qualifying multi-unit apartment buildings. In carrying out this pilot program, continued support from Degenkolb Engineers will be critical for successfully completing this first phase.
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June 17, 2025

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6 Staff have provided the fourth amendment to the consulting services agreement (C2021-019) (Attachment 1) for consideration by the City Council. The amendment includes revisions only to the term of the contract, as no other modifications are needed. With the approval of the amendment, the contract would be extended for an additional seven-month period through February 8, 2026. All other terms of the consulting services agreement would remain unchanged.

The Community Development Director recommends that City Council approve the fourth amendment to the existing agreement with Degenkolb Engineers (C2021-019).

ATTACHMENT

1. Fourth Amendment to Consulting Services Agreement (C2021-019) 2 FOURTH AMENDMENT TO AGREEMENT C2021-019

This Fourth Amendment to Agreement C2021-019 (the “Fourth Amendment”) is effective as of July 1, 2025, by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Degenkolb Engineers, a California corporation (“CONSULTANT”).

RECITALS:

A. The CITY previously circulated a Request for Proposal (“RFP”) for Seismic Retrofit Plan, RFP No. B2020-09 (the “RFP”).

B. CONSULTANT submitted a Proposal in response to the RFP. In its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY decided to award the Agreement to CONSULTANT.

C. On February 9, 2021, CITY and CONSULTANT entered into Consulting Services Agreement C2021-019 (the "Agreement"), to prepare a seismic retrofit ordinance and to complete a survey to identify potentially seismically vulnerable buildings, running from February 9, 2021, through June 30, 2022, in an amount not to exceed $424,770. A true and correct copy of the Agreement is attached herein as Exhibit A.

D. On July 1, 2022, CITY and CONSULTANT entered into a First Amendment to Consulting Services Agreement C2021-019 (the “First Amendment”), extending the term of the Agreement through June 30, 203. A true and correct copy of the First Amendment is attached herein as Exhibit B.

E. On July 1, 2023, CITY and CONSULTANT entered into a Second Amendment to Consulting Services Agreement C2021-019 (the “Second Amendment”), extending the term of the Agreement through June 30, 2024, and updating the updated the Public Records Act language. A true and correct copy of the Second Amendment is attached herein as Exhibit C.

F. On July 1, 2024, CITY and CONSULTANT entered into a Third Amendment to Consulting Services Agreement C2021-019 (the “Third Amendment”), extending the term of the Agreement through June 30, 2025, and increasing the CONSULTANT’s compensation by $40,000.

G. The CITY is satisfied with the level of service provided by CONSULTANT and wishes to again amend the Agreement to extend the term through February 8, 2026.

AGREEMENT:

1. Paragraph 2, entitled “TERM”, is hereby amended to read in its entirety as follows:

“2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through February 8, 2026.”

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2 2. In all other respects, the Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, and this Fourth Amendment, is ratified and reaffirmed and remains in full force and effect.

CITY OF TORRANCE, Degenkolb Engineers
a municipal corporation a California corporation

_________________________ By: __________________________ George K. Chen, Mayor Daniel Zepeda, S.E., Principal

ATTEST:

_______________________
Rebecca Poirier, MMC City Clerk

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: __________________________
Jeanne-Marie K. Litvin, Deputy City Attorney

Enclosures: Exhibit A – Consulting Services Agreement C2021-019 Exhibit B – First Amendment to Consulting Services Agreement C2021-019 Exhibit C – Second Amendment to Consulting Services Agreement C2021-019 Exhibit D – Third Amendment to Consulting Services Agreement C2021-019

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EXHIBIT A
CONSULTING SERVICES AGREEMENT C2021-019
[TO BE ATTACHED]

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FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT C2021-019 [TO BE ATTACHED]

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FIRST AMENDMENT TO AGREEMENT C2021.019
This First Amendment to Agreement C2021-019 is effective as of July 1 , 2022, by and between the clTy oF ToRRANCÈ, a municipal corporation ("clTY"), and Degenkolb Engineers, a California corporation ('CONSULTANT").

RECITALS:

A. The ClTy previously circulated a Request for Proposal ("RFP") for Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP').

B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CoNSULTANT represented thai it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT'
C. On February g, 2021, CITY and CONSULTANT entered into Consulting Services Agreement (C2021-O1g) (the 'Agreement"), to prepare a seismic retrofit ordinance and to cõmplete " òr*"y to identity po[entially seismically vulnerable buildings in an amount not to exceed $424,770 through June 30, 2022.

D. The ClTy is satisfied with the level of service provided by CONSULTANT and wishes to extend the term of the agreement through June 30, 2023' AGREEMENT:

1. Paragraph 2 'TERM" is amended to read in its entirety as follows:
,,2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 30, 2023."
tn all other respects, the Agreement dated February 9,2021, between CONSULTANT is ratifie¿ anO reaffirmed and is in fullforce and effect' CITY and
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Daniel Zepeda, Principal
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APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Atto
By:
00351426.doc
. Strader, istant Attorney
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5 EXHIBIT C
SECOND AMENDMENT TO CONSULTING SERVICES AGREEMENT C2021-019 [TO BE ATTACHED]

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SECOND AMENDMENT TO AGREEMENT C2O2I-OI9
This Second Amendment to AgreementC202l-019 (the "Second Amendment") is effective as of July 1, 2023, by and between the CITY OF TORRANCE, a municipal corporation (.CITY'), and Degenkolb Engineers, a California corporation (.CONSULTANT").

RECITALS
A. The CITY previously circulated a Request for Proposal ("RFP") for Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP").

B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposal, the CONSULTANT represented that it was qualified to perform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY decided to award the Agreement to CONSULTANT.

C. On February 9,2021, CITY and CONSULTANT entered into Consulting Services AgreementC202l-019 (the "Agreement"), to prepare a seismic retrofit ordinance and to complete a survey to identify potentially seismically vulnerable buildings, running from February 9,2021, through June 30, 2022, in an amount not to exceed $424,770. A true and correct copy of the Agreement is attached herein as Exhibit A.

D. On July 1 ,2022, CITY and CONSULTANT entered into a First Amendment to Consulting Services Agreement C2021-019 (the "First Amendment"), extending the term of the Agreement through June 30, 203. A true and correct copy of the First Amendment is attached herein as Exhibit B.

E. The CITY is satisfied with the level of service provided by CONSULTANT and wishes to again extend the term of the Agreement, through June 30, 2024.

F. Additionally, CITY wishes to amend the Agreement and update the Public Records Act language therein to comport with recent changes to the California Government Code Sections that govern public records and public records requests.

AGREEMENT:

1. Paragraph 2 "TERM" is amended to read in its entirety as follows:
"2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 30, 2024."
Paragraph 32, entitled'PUBLIC RECORDS ACT'is amended to read in its entirety as follows:
"32. PUBLIC RECORDS ACT
Any documents submitted by the CONSULTANT; all information obtained in connection with the CITY's right to audit and inspect the CONSULTANT's documents, books, and accounting records pursuant to paragraph 14 CONSULTANT's Accounting Records; Other Project Records; as well as those O
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3 documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Agreement, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and WhiCh are marked "tfade Secret", "COnfidential", Or "prOprietary". The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contenis of a proposal marked "trade secret", "confidential", or "proprietary", the CONSULTANT agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Ac{."
ln all other respects, the Agreement, as amended by this Second Amendment, is ratified and reaffirmed and remains in fullforce and effect.

Degenkolb EngineersCITY OF TORRANCE,
a municipal corporation
K. Chen, Mayor
a Cal on
By
D S.E., Principal
Degenkolb Project No. C0714004.00
c rc
lerk
By
APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney
Enclosures
W n, Legal Counselor
Exhibit A - Consulting Services Agreement C2021-019
Exhibit B - First Amendment to Consulting Services Agreement C2021-019 20040267ó.doc
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Exhibit A - Consulting Services Agreement C2021-019
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A,

CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of February 9, 2A21 $he "Etfective Date"), by and between the ClTy OF TORRANCE, a municipal corporation ("ClTY"), and Degenkolb Engineers, a California corporation ("GONSU LTANT"),
RECITALS:

CITY wishes to retain the services of an experienced and qualified CONSULTANT to prepare a seismic retrofit ordinance and to complete a survey to identify potentially seismically vulnerable buildings. ln order to obtain the desired services, CITY has circulated its Request for Proposalfor Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP'). coNSULTANT has submitted a Proposal (the "Proposal") in response to the RFP. ln its Proposal CONSULTANT represents that it is qualified to perform those services requested in the RFP. Based upon its review of all proposals submitted in response to the RFP, CITY is willing to award this Agreement to CONSULTANT.

AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT will provide the services and install those materials listed in CONSULTANT's Proposal submitted in response to the RFP. A copy of the RFP is attached as Exhibit A, A cop¡l of the Proposal is attached as Exhibit B.

CONSULTANT warrants that all work and services set forth in the Proposal will be performed in a competent, professional and satisfactory manner.

TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 30, 2022,

COMPENSATION
A. CONSULTANT's Fee
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $424,770 ("Agreement Sum"), unless othenruise first approved in writing by CITY,
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4. B, Schedule of Payment.

Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid the fees described in Paragraph 3,A. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice,
Tq,ßMINATTON OF AGREETVIENT
A, Termination by CITY for Convenience.

CITY may, at any time, terminate the Agreement for CITY's convenience and without cause.
2 Upon receipt of written notice from CITY of such termination for CITY's convenience, CONSULTANT will:
cease operations as directed by CITY in the notice;
take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
except for work directed to be performed prior to the
effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders,

3. ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.

B. Termination for Cause
lf either party fails to pedorm any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.
ln the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the e¡pense of CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained 1 a
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by CITY, but the retention will not release CONSULTANT and its surety from liability for the default, Under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.

Termination for cause will not affect or terminate any of the rights of CITY as against CONSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.

C. Termination for Breach of Law.
ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONSULTANT's responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation,

FORCE MAJEURE
lf any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's pedormance will be excused for a period equal to the period of that cause for failure to perform.
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6. RETEry"ïtON OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages sutfered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT's acts or omissions in performing or failing to perform CONSULTANT's obligations under this Agreement. ln the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sutficient to cover the claim, The failure of CITY to exercise the right to deduct or to withhold will not, however, atfect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement. 7, CITY REPRESENTATIVE
The Community Development Director, is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement, Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless othenrvise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.
coNSULTANT REPRESENTATTVE{SI
The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make ãll decisions in connection with this Agreement:

DanielZepeda, S.E.

INDEPENDENT CONTRACTOR
CONSULTANT is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as othen¡rise set forth in this Agreement. CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY, CITY has no duty, obligation, or responsibility to CONSULTANT's agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Atfordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not L

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be held liable for CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and alltaxes and penalties that may be assessed against CITY as a result of CONSULTANT's obligations under the Affordable Care Act relating to CONSULTANT's agents and employees.

10. BUSINESS L¡CENSE
CONSULTANT must obtain a City business license prior to the staft of work under this Agreement, unless CONSULTANT is qualified for an exemption. 11, OTHER LICENSES AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. lf the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement, Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk until written instructions are received from CITY.

13. CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY's own negligence.
'14. CONSULTANT'S ACC-OUNTING RECORDS: OTHER PROJECT RECORDS Records of CONSULTANT's time pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and seruices identified in Exhibit A. All records will be available to CITY during normal working hours. CONSULTANT will maintain these records for three years afier final payment.
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15. rNpEMNtttcATtoN
To the fullest extent permitted by law, coNSULTANT shall indemnify, defend and hold harmless Agency and any and all of its officials, officers, employees, agents, successors, and volunteers ("lndemnified Parties") from and agaìnst any and all claims, actions, lawsuits, arbitration proceedings, losses, liabilities, damages, costs and expenses, including attorney's feês and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the coNSULTANT. coNSULTANT's duty to defend any claim, action, lawsuit, or arbitration proceeding (collectively, "ciaim") shall coñsist of reimbursement of defense costs incurred by Agency in direct proportion to the coNSULTANT's proporlionate percentage of fault concerning such Claim.

Notwithstanding the previous sentence: (1) in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business then the design professional shall meet and confer with other parties regarding unpaid defense costs and shall be liable for any such defense costs allowable by law; (2) CONSULTANT's duty to defend any Claim shall consist of reimbursement of all defense costs where a project-specific general liability policy insures all project pafticipants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis.
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No officer or employee of ITY wi be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may becorne due to CONSULTANT.
17 " INSURANCE.

1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
Primary Property Damage of at least $250,000 per
occurrence; or
c. Combined single limits of $1,000,000 per occurrence
Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTs/vendors, personal injury and contractual
obligatlons with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
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Workers'Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for allwork performed by the CONSULTANT, its employees, agents and subcontractors.

Professional Liability (Errors and Omissions): I nsu rance appropriate to the CONSULTANT's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate.

The insurance provided by CONSULTANT will be primary and non- contributory,
CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Coverage can be provided in the form of an endorsement to the CONSULTANT's insurance or applicable policy language,
CONSULTANT must provide ceftificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY,
lf the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONSULTANT.

Claims Made Policies
lf any of the required policies provide coverage on a claims-made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
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b. lnsurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
c. lf 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 reporling" coverage for a minirnum of five (5) years after completion of contract work.

CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to atfect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

18. SUFFTCTENCY OF TNSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requirements are waived by the Risk Manager of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Manager determines that the work or seruices to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager,

19. coNFLrcT oF TNTEREST
A, No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that effects the officer or employee's financial interest or the financial interest of any corporation, partnership or association in which the officer or employee ís, directly or indirectly interested, in violation of any law, rule or regulation, No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may, any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any B
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program requirement, contract or subcontract, or to any solicitation or proposal.

20. NOTICE
A, All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
1, Personal delivery. When personally delivered to the recipient, notice is etfective on delivery.

First Class mail, When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days atter deposit in a United States Postal Service office or mailbox.

Certified mail, When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt,
Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the deiivery service.

Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p'm. (recipient's time) or on a non-business day,
6, Addresses for purpose of giving notice are as follows CONSULTANT Degenkolb Engineers
300 S. Grand Avenue, Suite 3850
Los Angeles, CA 90071
Fax'. 213-281-5478
CITY: CitY Clerk
City of Torrance
3031 Tor.rance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
Any correctly addressed notice that is refused, unclaimed, or unáeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed 2 3
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21 22.
or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

PROHIFITION AG,AINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONSULTANT without the prior written consent of the other.

INTEGRATION : AMEN DMENî
This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agieement may not be modified or altered except in writing signed by both parties.

INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or by any other rule of construction that might otherwise apply. To the extent that the terms of the RFP or the Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

24. SEVE ILITY
lf any part of this Agreement is found to be n conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement wi ll remain in full force and etfect. 25 TIME OF NCE
Time is of the essence in the performance of th is Agreement,

26. GOVERNIIIIG LAWI JURISDIGTION
@áom¡n¡steredandinterpretedunderthelawsoftheState
of Califbrnia, Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

TIONS
CONSUL NT will be knowledgeable of and will comply with all applicable nd city statutes, rules, regulations, ordinances and ordersfederal, state, county a wA¡vER OF BREACH
Ño delay or om'tssion ¡n the exercise of any right or remedy by a nondefaulting party on any default will lmpair the right or remedy or be construed as a waiver.

A party's consent or approval of any act by the other party requiring the first party's consent or approval will not be deemed to waive or render unnecessary

23. 27.

28. [002858061 10
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29 ATTORNEY'S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney's fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

31. CONSULTANT',S-JUTH9RITYTO EXECUTE
The persons executing this Agreement on behalf of CONSULTANT warrant that (i) CONSULTANT is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONSULTANT is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONSULTANT is bound.

PUBLTC RECqRDS ACT
Any documents submitted by the CONSULTANT all information obtained in connection with the CITY's right to audit and inspect the CONSULTANT's documents, books, and accounting records pursuant to paragraph 14 CONSULTANT's Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 6250 et seq. (Public Records Act) and which are marked "trade secret", "confidential", or "proprietary" The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction, the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement, ilt
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ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential", or "proprietary", the CONSULTANT agrees to defend and indemnify the clry from all costs and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Act.

CITY OF TORRANCE Degenkolb Engingers
am a California co
By
Daniel Zepeda, S.

Principal
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City Clerk
APPROVED AS -I-O FORM:

PATRICK Q. SULLIVAN
City Attorney
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By
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uty City Attorn
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Attachments: Exhibit A
Exhibit B
Rev. 0720
Request for Proposals
Proposal
[002858061 12
161
Exhibit B - First Amendment to Gonsulting Services AgreementC202l-019 162
FIRST AMENDÍVIENT TO AGREEMENT C2O21.OI9
This First Amendment to Agreement C2021-019 is effective as of July 1,2022, by and between the ClTy oF ToRRANCÈ, a municipal corporation ('clTY'), and Degenkolb Engineers, a California corporation ("CONSULTANT"). I
RECITALS:

A. The ClTy previously circulated a Request for Proposal ('RFP") for Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP').

B. CONSULTANT submittod a Proposal in response to the RFP. ln its Proposal' the coNSULTANT iepreeented thai it was quaiitied to perform those services requested in the RFp. Based üpon its review of all Pioposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT'
C. On February 9, ZA2I, CITY and CONSULTANT entered into Consulting Services - Àgr""rent (bZO'Zt-OtSf 6ne "Agreemenf'), to.prepare a seismic retrofit ordinance and to cõmplete a àuruey to idãntity polentially seismically vulnerable buildings in an amount not to exceed $424,770 through June 30, 2022.

D. The ClTy is satisfied with the level of service provided by CONSULTANT and wishes to extend the term of the agreement through June 30, 2023' AGREEMENT:
1 Paragraph 2 "TERM" iS amended to read in its entirety as follows:
"2, TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 30, 2023.'
February 9,2021, between CITY and
nd is in full force and effect.

Degenkolb
a California
J Daniel Zepeda, , Principal
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2. CITY
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ln all other respects, the Agreement dated
CONSULTANT is ratified and reaffirmed a
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By:

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APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City A
0035 l426.doc
. Strader, Attorney
163
6 EXHIBIT D
THIRD AMENDMENT TO CONSULTING SERVICES AGREEMENT C2021-019 [TO BE ATTACHED]

164
THIRD AMENDMENT TO AGREEMENT C2O2I-OI9

RECITALS
A. The CITY previously circulated a Request for Proposal ("RFp,') for Seismic Retrofit plan,RFP No. 82020-09 (the "RFp,') This Third Amendment to Agreernent_c:_29?L-019 (the "Third Amendment,,) is effective asof July 1,2024, by and þetween the clrY oF TORRANCÈ, a municipal corporation (,,clry,,), andDegenkolb Engineers, a california corporation (,,coNSULTANT'). ' -' --'r-' B' CoNSULTANT submitted a Proposal in response to the RFp. ln its proposal, thecoNSULTANT represented that it was quaíified to perform those serv¡õås requested inthe RFP' Based upon its review of all Pioposals suùm¡tted in response to the RFp, theclrY decided to award the Agreement to coNSULTANT. c' on February g,2021, CITY and CONSULTANT entered into Consulting ServicesAgreement c2021-019 (the "Agreement"), to prepare a seismic retrofit ordinance and tocomplete a survey to identify potentiafly seismicatly vulnerable uuiroings, running fromFebruary 9,2021, through June 30, zciz2, in an amount not to exceed $424,7T0.A trueand correct copy of the Agreement is attached herein as Exhibit A.

D' on July 1,2022, CITY and CONSULTANT entered into a First Amendment to ConsultingServices Agreemenl.C2o2l-019 (the "First Amendment"), extending tn" i"r, of theAgreement through June 30, 203. A true and correct copy of the First Amendment isattached herein as Exhibit B.

E' on July 1,2023, CITY and CONSULTANT entered into a Second Amendment toConsulting Services AgreementC2o2_1-019 (the "SeÇond Amendment,,), extending theterm of the Agreement through June 30, 2024, and updating the ,poàiéä ¡..¡e pubtic Records Act language. A true and correct copy of the second Amendment is attachedherein as Exhibit C.

F' The CITY is satisfied with the level of service provided by CONSULTANT and wishes toagain amend the Agreement to extend the term through Júne 30, 202s. ClTy also wishesto amend the Agreement to increase the coNSULTAñt,s compensation by $4o,ooo.

AGREEMENT:

Paragraph 2, entitled'TERM', is hereby amended to read in its entirety as follows:
"2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, thisAgreement will continue in full force and effect frori the Effective Date throughJune 30, 2025.' C)
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Docus¡gn Envelope lD: 50646778-486E-417F-99C2-5C8866825F16 Paragraph 3, entitled'COMPENSATION', Section A, entitled "CONSULTANT's Fee", is hereby amended to read in its entirety as follows:
cpl,rPFNSAr¡9N
A. CONSULTANT's Fee
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $464,770 ("Agreement Sum"), unless othenryise first approved in writing by CITY."
ln all other respects, the Agreement, as amended by the First Amendment, Second Amendment, and this Third Amendment, is ratified and reaffirmed and remains in fullforce and effect.
2 '3
2 CITY OF TORRANCE,
a municipal corporation
Degenkolb Engineers
a California corporation
By:
,-Dæus¡gned by:

I T)^u¡|. An,)n.

Da n ie I Ze pbda¡ r8oEoq, Pdrinci pa I
-Docusioned
by:

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ATTEST:
,-Docus¡gned by:

I r*u '.oímrRebecbaPë;Fi€F,rçdlM C City Clerk

APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By
-Docus¡oned
by:

I e^n* ,{,J. hÃ/'
GaÏen¡I{ÞrBeun3rDep uty City Attorney
Exhibit A - Consulting Services Agreement C2021-019
Exhibit B - First Amendment to Consulting Services Agreement C2021-019 Exhibit C - Second Amendment to Consulting Services AgreemenlC202l-019 Enclosures:
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166

EXHIBIT A

CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement') ís made and entered into as of February 9, 2021 (lhe "Effective Date"), by and between the CITY OF TORRANCE, a municipal corporation ("C|TY"), and Degenkolb Engineers, a California corporation ("CON SU LTANT'),
RECITALS:

A. CITY wishes to retain the services of an experienced and qualified CONSULTANT to prepare a seismic retrofit ordinance and to complete a survey to identify potentially seisrnically vulnerable buildings.

B. ln order to obtain the desired services, CITY has circulated its Request for Proposalfor Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP').

C. CONSULTANT has submitted a Proposal (the "Proposal") in response to the RFP. ln its Proposal CONSULTANT represents that it is qualified to perform those sêruices requested in the RFP. Based upon its review of all proposals submitted in response to the RFP, CITY is willing to award this Agreement to

CONSULTANT,
AGREEMENT:

SERVICES TO BE PERTORMED By CONSULTANT
CONSULTANT will provide the services and install those materials listed in CONSULTANT's Proposal submitted in response to the RFP. A copy of the RFP is attached as Exhibit A. A cop¡¡ of the Proposal is attached as Exhibit B.

CONSULTANT warrants that all work and services set forth in the Proposalwill be performed in a competent, professionaland satisfactory manner.

TERlT
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in ful! force and effect from the Effective Date through June 30, 2022.

COMPENSAT¡ON
A. CONSULTANT's Fee,
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $424,770 ("Agreement Sum"), unless otherwise first approved in writing by CITY.
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B Schedule of Payment.

Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, OONSULTANT will be paid the fees described in Paragraph 3.A. above, according to the compensation schedule. Payment wiil be due within 30 days after the date of the invoice.

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

CITY may, at any time, terminate the Agreement for ClTy's convenience and without cause.
1 2 upon receipt of written notice from clry of such termination for CITY's convenience, CONSULTANT will:
cease operations as directed by ClTy in the notice;
take actions necessary, or that ClTy may direct, for the protectÍon and preservation of the work; and
except for work directed to be peÉormed prior to the
effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along w¡th reasonable overhead and profit on work not executed.

B. Termination for Cause.
1 lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 1s carendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.
ln the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the clry in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the ClTy. All moneys due coNSULTANT under the terms of this Agreement wiil be retained a.
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168
by CITY, but the retention will not release CONSULTANT and its surety from liability for the default. Under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.

C. Termination for Breach of Law
ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONSULTANT's responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation,

FORCE MAJEURE
lf any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or rnaterials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance will be excused for a period equal to the period of that cause for failure to perform.

3. 5.
3[002858061
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7. o. RETENTIgN OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT's acts or omissions in pefforming or failing to perform CONSULTANT's obligations under this Agreement. ln the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim, The failure of CITY to exercise the right to deduct or to withhold will not, however, atfect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement. ctTY REPRESENTATTVE
The Community Development Director, is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.

8. CONSULTAHT REPRESENTAT¡VE(S}
The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Daniel Zepeda, S.E

9. INDEPENDENT CONTRACTOR
CONSULTANT is, and at alltimes will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as otherwise set forth in this Agreement. CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONSULTANT's agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act wíth respect to CONSULTANT's agents and employees. CITY is not responsible and shall not [002858061 4
170
be held liable for CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Atfordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and alltaxes and penalties that may be assessed against CITY as a result of CONSULTANT's obligations under the Affordable Care Act relating to CONSULTANT's agents and employees.
r0. BllsrNEsq-ÇLc.ENsE
CONSULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.

11. OTHER LICENSES AND PERM¡TS
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement. 12, FAMILIARITY WITH WORK
By executing this Agreernent, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be pefformed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. lf the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement.

Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk untilwritten instructions are received from CITY.

14. CONSULTANT'S ACCOUNTING R,ECORDS: 9THER PROJECT RECORDS Records of CONSULTANT's time pertaining to the project, and records of accounts between Clry and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records will be available to CITY during normalworking hours. CONSULTANT will maintain these records for three years after final payment.
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r5. TNpEM"NtFtCATtON
To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless Agency and any and all of its officials, officers, employees, agents, successors, and volunteers ("lndemnified Parties") from and against any and all claims, actions, lawsuits, arbitration proceedings, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT's duty to defend any claim, action, lawsuit, or arbitration proceeding (collectively, "Claim") shall consist of reimbursement of defense costs incurred by Agency in direct proportion to the CONSULTANT's proportionate percentage of fault concerning such Claim.

Notwithstanding the previous sentence: (1) in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business then the design professional shall meet and confer with other parties regarding unpaid defense costs and shall be liable for any such defense costs allowable by law; (2) CONSULTANT's duty to defend any Claim shall consist of reimbursement of all defense costs where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis.

16. NpN-LtABlLtW OF CtTy OFFICERS.AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANT.

17. INSURANCE.

A. CONSULTANT and its subCONSULTANTs must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage, not subject to self-insurance provisions:
1 Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
a.
b Primary Property Damage of at least $250,000 per
occurrence; or
c. Combined single limits of $1,000,000 per occurrence
Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTs/vendors, personal injury and contractual
obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate,
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6[002858061
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3, Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers'compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for allwork performed by the CONSULTANT, its employees, agents and subcontractors.

Professional Liability (Errors and Omissions): I nsu rance appropriate to the CONSULTANT's profession, with limit no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate.

4. B
D.
c.

The insurance provided by CONSULTANT will be primary and non- contributory.

CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Coverage can be provided in the form of an endorsement to the CONSULTANT's insurance or applicable policy language.

CONSULTANT must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.
lf the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONSULTANT.

Claims Made Policies
lf any of the required policies provide coverage on a claims-made basis:
a. Tñe Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
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b. lnsurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of wotl<.
c. lf coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retrcactive 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.

CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect thís waíver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

18. SUFFICIENCY OF INSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "A" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or beüer, unless these requirements are waived by the Risk Manager of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or peÉormance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

19. çONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that effects the officer or employee's financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

No person may offer, give, or agree to give any officer or employee or former offTcer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any B
I[002858061
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program requirement, contract or subcontract, or to any solicitation or proposal.

20. NOTICE
n, nll notices, requests, demands, or other communications under this Agreement wili be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient, notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three maii delivery days after deposit in a United States Postal Service office or mailbox.

Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt,
Overnight delivery, When delivered by an overnight delivery service, charges þrepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.

Addresses for purpose of giving notice are as follows:
''NSULTANT: ffSi€l3.tJfl'å".i:, suite 3BS0
Los Angeles, CA 90071
Fax:213-281-5478
CITY: CitY Clerk
CitY of Torrance
3031 Tor,rance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
Any correctly addressed notice that is refused, unclaimed, or unáeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed 3 4
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21 or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax nurnber by giving the other party noticâ of the change in any manner permitted by this Agreernent.

PROH¡BIT¡ON AGAINSJ ASSIGNMENT AN D çUFqONTRACTI NG
@èin¡oitsarebindingontheheirs,SuccesSors,and
assignã of the parties. The Agreement may not be assigned or s-ubcontracted by either ClTy or þOUSULTANT without the prior written consent of the other.

INJE9RATION : AMENDMENT
entire understanding of CITY and CONSULTANT
as to tñose matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreément may not be modified or altered except in writing signed by both parties.

INTERPRETATION
@reementshouldbeconstruedinaccordancewiththe
meaning of the language used and should not be construed for or against either party b/reason ot[he áuthorship of this Agreement or by any other ruleof bonétruction that might otherwise apply. To the extent that the terms of the RFP or the Proposal are lnconsistent with the terms of this Agreement, the terms of this Agreement shall control.

SEVERABILITY
i?
"ny
pfi-of thir Agreement is found to be in conflict with applicable laws, that paft fuill be inopera[ive, null and void insofar as it is in conflict with any applicable iaws, but the remainder of the Agreement will remain in full force and effect'

TIME OF ESSENCE
T¡rne is of the èssence in the performance of this Agreement, GOVERNING LAW: JURISDIGTION
d and interpreted under the laws of the State
of Caliiornia, Jurisdiction of any litigation arising from the Agreement will be in Los Angeles CountY, California.
coMpLIANCE ltylrH STATUJF.S AND REGUI'ATIONS
ledgeableofandwillcomplywithallapplicable
federal, state, county and city statutes, rules, regulations, ordinances and orders wArvER oF BREACH
@theexerciseofanyrightorremedybyanondefaulting
party on any default will impair the right or remedy or be construed as a waiver. n párty'r consent or approval of any act by the other.Party requiring the first party,s consent or approvalwill not be deemed to waive or render unnecessary

22. 23

24. 25.

26. 27.

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29. the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

ATTORNEY'S FEES
Except as proviOéO for in Paragraph 15, in any dispute, litigation, arbitration, or othei proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights oiobligations under this Agreement, the prevailing party will be awarded reasonãble attorney's fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

EXHIBITS
All exh¡bits identified in this Agreement are incorporated into the Agreement by this reference.

31. CONSUL S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of CONSULTANT warrant that (i) CONSULTANT is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONSULTANT is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONSULTANT is bound'

32. PUBLTC RECO.RDS ACT
Any documents óubmitted by the CONSULTANT all information obtained in coñnection with the CITY's right to audit and inspect the CONSULTANT's documents, books, and accounting records pursuant to paragraph 14 CONSULTANT's Accounting Records; Other Project Records; as well as those documents which were required to be subrnitted in response to the Request for proposals (RFP) used in the solicitation process for this Contract, become the exciusive pioperty of the C¡ty. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the Califomia Government Code Section 6250 et seq. (Public Records ACt) and which are marked "trade Secret", "confidential", or "proprietary" The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction. 30 Iil
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ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential", or "proprietaryn, the CONSULTANT agrees to defend and indemnify the CITY from allcosts and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Act.

CITY OF TORRANC E, Degenkolb Engineers
a a California
Daniel Zepeda, S
Principal
\,{ mØl
er, MMC
City Clerk
APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney
By
rie K. Litvin
City Attorney
A
Attachments: Exhibit A
Exhibit B
Rev. 0720
Request for Proposals
Proposal
[00285806] 12
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EXHIBIT B
FIRST AMENDMENT TO AGREEMENT C2O2I.OI9
This First Amendment to Agreem enl C2O21-019 is effective as of July 1 , 2022, by and between the CITY OF TORRANCE, a municipal corporation ("CITY"), and Degenkolb Engineers, a Californía corporation ("CONSULTANT").

RECITALS:

A. The CITY previously circulated a Request for Proposal ('RFP') for Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP").

B. CONSULTANT submitted a Proposal in response to the RFP. ln its Proposaf, the CONSULTANT represented that it was qualified to pefform those services requested in the RFP. Based upon its review of all Proposals submitted in response to the RFP, the CITY awarded the Agreement to CONSULTANT.

C. On February 9, 2021, CITY and CONSULTANT entered into Consulting Services Agreement (C2021-019) (the "Agreement"), to prepare a seismic retrofit ordinance and to complete a suruey to identify potentially seismically vulnerable buildings in an amount not to exceed $424,770 through June 30, 2022.

D, The CITY is satisfied with the level of service provided by CONSULTANT and wishes to extend the term of the agreement through June 30, 2A23.

AGREEMENT:

Paragraph 2 "TERM' is amended to read in its entirety as follows:
,,2. TFRM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement willcontinue in full force and effect from the Effective Date through June 30, 2023.'
tn all other respects, the Agreement dated February 9,2021, between CITY and CONSULTANT is ratified and reaffirmed and is in fullforce and effect.

CITY CE Degenkolb Eng
am a CalÍfornia
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APPROVED AS TO FORM
PATRICK Q. SULLIVAN
Daniel Zepeda, , Principal
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City
By:

T a Y. Strader, Assistant
00351426.doc
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179
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SEGOND AMENDMENT TO AGREEMENT C2O2{.0I9
This Second Amendment to Agreement C2021-019 (the "Second Amendment") is effective as of July 1,2A23, by and between the CITY OF TORRANCE, a municipal corporation (.CITY"), and Degenkolb Engineers, a California corporation (.CONSULTANT").

RECITALS:

A. The CITY previously circulated a Request for Proposal ("RFP") for Seismic Retrofit Plan, RFP No. 82020-09 (the "RFP").

C. On February 9,2021, CITY and CONSULTANT entered into Consulting Services Agreement C2021-019 (the "Agreement"), to prepare a seismic retrofit ordinance and to complete a survey to identify potentially seismically vulnerable buildings, running from February 9,2A21, through June 30, 2022, in an amount not to exceed W24,77A. A true and correct copy of the Agreement is attached herein as Exhibit A.

D. On July 1,2A22, CITY and CONSULTANT entered into a First Amendment to Consulting Services Agreement C2021-019 (the "First Amendment"), extending the term of the Agreement through June 30, 203. A true and correct copy of the First Amendment is attached herein as Exhibit B.

E. The CITY is satisfied with the level of service provided by CONSULTANT and wishes to again extend the term of the Agreement, through June 30, 2024.

AGREEMEILT:

1. Paragraph 2 "TERM" is amended to read in its entirety as follows "2 TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 30, 2024."
Paragraph 32, entitled "PUBLIC RECORDS ACT" is amended to read in its entirety as follows:
"32. PUBLIC RECORDS ACT
Any documents submitted by the CONSULïANT; all information obtained in connection with the CITY's right to audit and inspect the CONSULTANT's documents, books, and accounting records pursuantto paragraph 14 CONSUTTANT's Accounting Records; Other Project Records; as well as those Õ
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documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Agreement, become the exclusive property of the City. All such documents become a matter of public record and ehall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920,000 et seq. (Public Records Act) and WhiCh are marked ''tfAde Secrðt", "COnfidential", Of "pfoprietary". The CITY shall not in any way be liable or responsible for the discloEure of any such records inoluding, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contenis of a proposal marked "trade secret", *confidential", or "proprietary", the CONSULTANT agrees to defend and indemnify the GITY from all costs and expens€s, including reasonable attorney's fees, in action or liability arising under the Publlc Records Act."
ln all other respects, the Agreement, as amended by this Second Amendment, is ratified and reatfirmed and remains in fullforce and effect.

Degenkolb EngineersCITY OF TORRANCE,
a municipal corporation
iLr,L
a Cal cc'rprf ratron
By:

Re
Gõ¡de K. ehên, Mayor epeda, S.E,, Principal
Degenkolb Project No. C0714004.00
Al'
Poirie¡, M c
APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney
By
nW n, Legal Counselor
Enclosures Exhibit A - Consulting Services Agreement C2021-019 Exhibit B - First Amendment to Consulting Services Agreement C2021'019 rc
lerk
)00402ó76.doc
181
Exhibit A - Consulting Services Agreement C2021-0lg
182

CONSULTING SERVICES AGREEMENT
This CONSULTING SERV¡CES AGREEMENT ("Agreement") is made and entered into 1s-gfJebruary 9,2021 (the "Effective Date"), by and between the clry oF TORRANCE, a municipal corporation ("ClTY"),-and Degenkolb Engineers, a California corporation ("CONSU LTANT"),
RECITALS:

A, clTY wishes to retain the services of an experienced and qualifíed CONSULTANT to prepare a seismic retrofit ordinance and to complete a suryey to identify potentially seismically vulnerable buildings.

B' ln order to obtain the desired services, CITY has circulated its Request for Proposalfor Seismic Retrofit PIan, RFp No. 82020-09 (the',RFp,).

C. CONSULTANT has submitted a Proposal (the "Proposal") in response to the RFP. ln its Proposal CONSULTANT represents that it is qualified to perform those seruices requested in the RFP, Based upon its review of all proposals submitted in response to the RFP, CITY is willing to award this Agreement to CONSULTANT.

AGREEMENT:

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1 SERVICES TO BE PERFORMED By CONSULTANT
CONSULTANT will provide the seryices and install those materials listed in OONSULTANT's Proposal submitted in response to the RFp. A copy of the RFp is attached as Exhibit A, A cop¡¡ of the Proposal is attached as Exhibit B, CONSULTANT warrants that all work and seruices set forth in the Proposalwill be performed in a competent, professional and satisfactory manner, TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through June 30, 2022,

COMPENSATION
A, CONSULTANT's Fee
For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $424,770 ("Agreement Sum"), unless otherwise first approved in writing by CITY,
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B. Schedule of Payment
Provided that CONSULTANT is not in default under the terms of thís Agreement, upon presentation of an invoice, coNSULTANT wiil be paid the fees described in Paragraph 3,4. above, according to the compensation schedule, Payment will be due within 30 days after the date of the invoice,

4. TERMINATION AGRËEMENT
A, Termination by CITY for Convenience
CITY may, at any time, terminate the Agreement for CITY's convenlence and without cause,
2 Upon receipt of written notice from CITY of such termination for CITY's convenience, CONSULTANT will:
cease operations as directed by CITY in the notice;
take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
except for work directed to be performed prior to the
effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
ln case of termination for CITY's convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.

B. Termination for Cause
lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default,
ln the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT
and íts surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, wifl be forfeited to and remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained 1 a
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3 by clrY, but the retention will not release CONSULTANT and its surety from liability for the default, under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.

Termination for cause will not atfect or terminate any of the rights of clrY as against CONSULTANT or its surety then existing, oñhat may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the clry under law.

C. Termination for Breach of Law
5 ln the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and direcily affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 1g of this Agreement; or for any other cause clrY determines to be so serious and compelling as to affect CONSULTANT's responsibility as a public consultant oi COwSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreemeni or to impose such other sanctions (which may include financiaisanctions, te-mporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. clry will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation,

FORCE MAJEURE
lf any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain rabor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's perforrnance will be excused for a period equal to the period of that cause for failure to perform.
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7 b. RETENTTON OF FUNpg
CONSULTANT authorizes CITY to deduct frorn any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages sutfered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT's acts or ornissions in performing or failing to perform CONSULTANT's obligations under this Agreement. ln the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sutficient to cover the claim, The failure of CITY to exercise the right to deduct or to withhold will not, however, atfect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement,

CITY REPRESENTATIVE
The Community Developrnent Director, is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement, Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to

CONSULTANT,
coNs uLrANr REPRESENTATI]lE(s I
The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make ãll decisions in connection with this Agreement:

DanielZepeda, S.E.
tND EP E N DEN T -CONTRACTqR
CONSULTANT is, and at all times will remain as to CITY, a wholly independent contractor, Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as otherwise set forth in this Agreement, CONSULTANT's agents and employees are not and shall not be considered employees of CITY for any purpose, CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY, CITY has no duty, obligation, or responsibility to CONSULTANT's agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Atfordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT's agents and employees. CITY is not responsible and shall not I
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10. 11.
12 13.

14. be held liable for CONSULTANT's failure to comply with CONSULTANT's duties, obligations, and responsibilities under the Atfordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and alltaxes and penalties that may be assessed against CITY as a result of CONSULTANT's obligations under the Affordable Care Act relating to CONSULTANT's agents and employees,

BUSINESS LICENSE
CONSULTANT must obtain a City business license prior to the staft of work under this Agreement, unless CONSULTANT is qualified for an exemption. orHER LTCENSES A.Np PEBIUTTq
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement,

FAMTLTARTTY,WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the seryices should be performed, and (c) fully understands the facilities, difficulties and restrictions attending peÉormance of the services required under this Agreement. lf the seruices involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement, Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set fotlh in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT's risk until written instructions are received from CITY. 9AßE qF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY's own negligence.
coNsuLTAr{T'S ACCOUNTING RECoRDS: OTHER PROJECT Rçgo.BDS Records of CONSULTANT's time pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records will be available to CITY during normal working hours. CONSULTANT will maintaín these records for three years after final payment.

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15 TNpEMNtFtCATtON
To the fullest extent permitted by law, coNSULTANT shall indemnify, defend and hold harmless Agency and any and all of its officials, officers, employees, agents, successors, and volunteers ("lndemnified Parties") from and against any and all claims, actions, lawsuits, arbitration proceedings, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the coNSULTANT, coNSULTANT's duty to defend any claim, action, lawsuit, or arbitration proceeding (collectively, "claim") shall consist of reimbursement of defense costs incurred by Agency in direct proportion to the coNSULTANT's proportionate percentage of fault concerning such claim, Notwithstanding the previous sentence: (1) in the event CIne or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business then the design professional shall meet and confer with other parties regarding unpaid defense costs and shall be liable for any such defense costs allowable by law; (2) CONSULTANT's duty to defend any Claim shall consist of reimbursement of all defense costs where a project-specific general liability policy insures all project par"ticipants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis.

16. NON-LrABtLtTy oF CtTy oFFtcERs ANo EMpLoyEES
No officer or employee of CITY witl be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may becorne due to CONSULTANT,

17. TNSURANCE
A. CONSULTANT and its subCONSULTANTs must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage, not subject to self-insurance provisions:
1 Automobite Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

Primary Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
Primary Property Damage of at least $250,000 per
occurrence; or
c. Combined single limits of $1,000,000 per occurrence.

Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTS/vendors, personal injury and contractual
obligatlons with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
a.
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B
c

3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($t,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONSULTANT, its employees, agents and subcontractors.
4, Professional Liability (Errors and Omissions): lnsurance appropriate to the CONSULTANT's profession, with limit no tess than $2,000,000 per occurrence or claim, $4,000,000 aggregate.

The insurance provided by CONSULTANT will be primary and non- contributory,
CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Coverage can be provided in the form of an endorsement to the CONSULTANT's insurance or applicable policy language,
CONSULTANT must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY,
lf the CONSULTANT maintains broader coverage andlor higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum lirnits of insurance and coverage shall be available to the CITY.

The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONSULTANT.

18. 19.
b. lnsurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work,
c. lf coverage is canceled or non-renewed, and not replaced with anather claims-made policy form with a Retroactive Date prior to the contract effective date, the CONSULTANT must purchase "extended repoñing" coverage for a minimum of five (5) years after completion of contract work.

SUFFICIENCY OF INSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "4" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Glass Vll or better, unless these requirements are waived by the Risk Manager of CITY ("Risk Manager") due to unique circumstances. ln the event the Risk Manager determines that the work or seruices to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum lirnits of any insurance policies or pedormance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager,

CONFLICT OF INTEREST
A, No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relatíng to the Agreement that effects the officer or employee's financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation, No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may,any otficer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any I
B
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20. program requirement, contract or subcontract, or to any solicitation or proposal.

NOTICE
A, All notices, requests, demands, or other communications under this Agreement will be in writing, Notice will be sutficiently given for all purposes as follows:

Personal delivery, When personally delivered to the recipient, notice is etfective on delivery.

First Class rnail, When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

Certified mail, When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt,
Overnight delivery. When delivered by an overnight delivery service, chargos prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.

Facsimile transmission, When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m, (recipient's time) or on a non-business day,
6, Addresses for purpose of giving notice are as follows CONSULTANT: Degenkolb Engineers
300 S. Grand Avenue, Suite 3850
Los Angeles, CA 90071
Fax'. 213-281-5478
CITY: City Clerk
City of Torrance
3031 Toryance Boulevard
Torrânce, CA 90503
Fax: (310) 618-2931
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the parly to be notified, will be deemed effective as of the first date the notice was refused, unclaimed 1 2
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21 or deemed undeliverable by the postal authorities, messenger or overnight delivery service,
C. Either party may change its address or fax number by giving the other party not¡ce of the change in any rnanner permitted by this Agreement.

PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
this Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONSULTANT without the prior written consent of the other.

22. INIËGRATIoN: AMENDMENÏ
@sentstheentireunderstandingofclTYandCoNSULTANT
as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreernent. The Agieément may not þe modified or altered except in writing signed by both parties,

23. INTERPRETATION
The terms of this ngreement should be construed in accordance with the meaning of the tanguage used and should not be construed for or against either party by reason of ihe authorship of this Agreement or by any other rule of ôonétrúction that might otherwise apply. To the extent that the terms of the RFP or the Proposal are Inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

24. SEVERAB¡l-lTY
lf any part of fris Agreement is found to be in conflict with applicable laws, that part witl be inoperalive, null and void insofar as it is in conflict with any applicable iaws, but the remainder of the Agreement will remain in full force and effect. 2s. nME qF FssENcE
rime is of the essence in the performanse of this Agreement, 26, GOVERNING LAWI JURISDICTION
isteredandinterpretedunderthelawsoftheState
of California, Jurisdiction of any litígation arising from the Agreement will be in Los Angeles CountY, California'
27, COMPLIANCE WITH STATUTES AND REGULATIqNS
ledgeableofandwillcornplywithallapplicable
federal, state, county and city sfatutes, rules, regulations, ordinances and orders. 28, WAIVER OF BREACH
@theexerciseofanyrightorremedybyanondefaulting
party on any default will lrnpair the right or remedy or be construed as a waiver.

R párty's consent or approval of any act by the other party requiring the first party's consent or approval will not be deemed to waive or render unnecessary loo2asgo6l 1 0
192

EXHIBITS
All exhibits identifled in this Agreement are incorporated into the Agreement by this reference.

31. CONSULTANT',S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of CONSULTANT warrant that (i) CONSULTANT is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONSULTANT is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONSULTANT is bound. 32, PUBLTC BECORDS ACT
Any documents submitted by the CONSULTANT all information obtained in connection with the CIW's right to audit and inspect the CONSULTANT's documents, books, and accounting records pursuant to paragraph 14 CONSULTANT's Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, become the exclusive property of the City, All such docurnents become a matter of public record and shall be regarded as public records, Exceptions will be those elements in the California Government Code Section 6250 et seq. (Public Records Act) and which are marked "trade secret", "confidential", or "proprietary" The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction, 29 30
the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

ATTORNEY'S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing pañy will be awarded reasonable attorney's fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.
ilt
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[002858061 11
193
ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked "trade secret", "confidential", or "proprietary", the CONSULTANT agrees to defend and indemnify the CITY from allcosts and expenses, including reasonable attorney's fees, in action or lìability arising under the Public Records Act.

CITY OF TORRANCE Degenkolb Engineers
am a California corpo
By
,.r'
(
Daniel Zepeda, S.

Principal
By:

AT-fE
irier, MMC
City Clerk
APPROVED AS 'fO FORM:

PATRICK Q, SULLIVAN
City Attorney
rie K. Litvin
uty City Attorney
Attachments
L{ t'7y21
Request for Proposals
Proposal
J
Exhibit A
Exhibit B
Rev. 0720
[00285806] 12
194
Exhibit B - First Amendment to Consulting Seruices Agreement C2021-0lg 195

Torrance City CouncilJune 17, 2025

Torrance City Council
June 17, 2025