Attachment B
Consultant/Professional
Services Provider Agreement
– Michael Baker
International, Inc.
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CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
THE CITY OF VICTORVILLE
AND
MICHAEL BAKER INTERNATIONAL, INC.
FOR
SINGLE JURISDICTION LOCAL HAZARD MITIGATION PLAN UPDATE, PROJECT MS26-076
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this __________________ day of ______________, 20___, for reference purpose only, is made and entered into by and between THE CITY OF VICTORVILLE, a municipal corporation located in the County of San Bernardino, State of California, hereinafter referred to as the “City”, and Michael Baker International, Inc., a California corporation, hereinafter referred to as “ Consultant.” City and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RECITALS:
WHEREAS, the City requires Consultant/Professional Services to provide Single Jurisdiction Local Hazard Mitigation Plan Update as described in the Request for Proposals (“RFP”) issued for Project No. MS26-076 (the “Project”) ; and
WHEREAS, Consultant provided a response to the RFP for said Project and following an evaluation process was selected by the City to be the provider of Single Jurisdiction Local Hazard Mitigation Plan Update; and
WHEREAS, Consultant represents that it is fully qualified to perform the professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and
WHEREAS, in light of the facts set forth above, the City desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Single Jurisdiction Local Hazard Mitigation Plan Update for the Project.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.
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Section 2. SCOPE OF SERVICES
Consultant shall provide to the City those services set forth in the Scope of Services, attached hereto as Exhibit “A” and incorporated as part of this Agreement by this reference.
Section 3. COMPENSATION
The City shall pay to Consultant a sum not to exceed One Hundred Fifty Thousand One Hundred Ninety and 00/100 Dollars ($150,190.00) for faithful performance of the services to be rendered under this Agreement, subject to the Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “B”, below; (ii) appear on Consultant’s monthly invoices to City; (iii) are supported by the appropriate receipts and other such documentation as the City shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any City policy governing same.
Section 4. COST PROPOSAL
The City shall pay Consultant as provided in the Cost Proposal, attached hereto as Exhibit “B” and incorporated as part of this Agreement by this reference. The provisions of Exhibit “ B” notwithstanding, in order to receive payments, Consultant shall be required to submit to the City detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Consultant’s invoice.
Section 5. RESERVED
Section 6. TERM OF AGREEMENT
This Agreement shall be for an Initial Term of o ne (1) year, commencing on the date of full execution of the Agreement (the “Commencement Date”) and expiring on one year from the Commencement date (the “Termination Date”) (the “Term”) , unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent Agreement by the Parties, this Agreement may continue on a month-to-month basis until terminated pursuant to Section 21 below.
This Agreement may be extended for two (2) additional one-year periods (hereinafter “Option Period”), at the option of the City, subject to satisfactory performance as determined by the City. City shall give Consultant sixty (60) days advance written notice prior to the expiration of the initial Term and sixty (60) days advance written notice prior to the expiration date of each subsequently exercised Option Period, if any, should the City decide to exercise its option(s) to extend. In the event City does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the then -current Term or Option Period without
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further notice from either Party, unless terminated earlier pursuant to the provisions of Section 21 below. Should the City fail to give Consultant the sixty (60) days written notice of its intention to exercise any Option Period, the City may, in its sole discretion, elect to exercise any Option Period at a later date, following written inquiry from Consultant.
Section 7. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City and Consultant or any employee or agent of Consultant . Both P arties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City.
(3) The services described in this Agreement can be performed without the use of City equipment, materials, tools, or facilities, unless otherwise provided under a separate Agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City.
b. The City represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.
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(2) The City will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.
(5) Consultant is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement.
(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City -owned property.
(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Proposal set forth in Exhibit B and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE CITY
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or Consultant or by any third person to create the relationship of principal and agent.
b. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the I nitial Term (and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner
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which is reasonably satisfactory to Heather Barber, Human Resources Officer , or her designee.
b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any services, except at Consultant 's risk, until written instructions are received from Heather Barber, Human Resources Officer, or her designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable) , Commercial General Liability
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Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable), Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City.
Section 17. PROFESSIONAL LIABILITY INSURANCE
a. Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability , shall be endorsed to name the City and its officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the City Attorney, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies , to waive all rights of subrogation against the City and its officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
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Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least two (2) weeks prior to the commencement of any services to be performed under this Agreement.
b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non -payment, ten (10) days advance written notice shall be given.
c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the City of such termination or expiration.
d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant ’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”
Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of s uch termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
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Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional , Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees.
c. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
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Section 24. REPORTS
Upon request by Heather Barber, Human Resources Officer , or her designee or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Heather Barber, Human Resources Officer, or her designee, to evaluate the cost and the performance of such services.
b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
c. Heather Barber, Human Resources Officer , or her designee , shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Heather Barber, Human Resources Officer, or her designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. RESERVED
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to the City upon termination of the Agreement.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Heather Barber, Human Resources Officer, or her designee or as required by applicable law.
c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City , except with the prior written approval of Heather Barber, Human Resources Officer, or her designee or as required by applicable law.
d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the City and shall be surrendered to the City upon the completion of Consultant ’s services or when requested by Heather Barber,
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Human Resources Officer , or her designee . Such materials may be used, reused or otherwise disposed of by the City without the permission of Consultant.
e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Noelle Anderson, AICP , is designated as the principal representative of Consultant for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement.
b. Heather Barber, Human Resources Officer , or her designee, shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.
c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES
a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the I nitial Term, the City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of Single Jurisdiction Local Hazard Mitigation Plan Update, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous Agreement s, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and Agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or Agreements have been made by or on behalf of any Party, except those covenants and Agreements in this Agreement.
c. No Agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
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Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.
Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit “ B” attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit “B” the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit “B” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the City: Heather Barber, Human Resources Officer
Human Resources Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392
To Consultant: Richard Beck, Vice President/Office Executive Michael Baker International, Inc.
5 Hutton Centre Drive, Suite 500
Santa Ana, CA 92707
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF CITY OFFICERS AND
EMPLOYEES
No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
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Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the City shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the City, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
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Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
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Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
Section 46. ATTORNEYS’ FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized representative(s) of Consultant , approved by the City ’s Risk Manager, and executed by the authorized City personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the P arties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
THE CITY OF VICTORVILLE MICHAEL BAKER INTERNATIONAL,
INC.
By: ______________________________ By: ____________________________ Elizabeth Becerra, Richard Beck,
Mayor Vice President/Office Executive
Dated: ___________________________ Dated: _________________________
ATTEST
By: ______________________________
Jennifer Thompson,
City Clerk
Dated: ___________________________
APPROVED AS TO STANDARD FORM:
By: ______________________________
Andre de Bortnowsky,
City Attorney
Dated: ___________________________
By: ______________________________
Sandra Bostick,
Risk Manager
Dated: ___________________________
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EXHIBIT A
SCOPE OF SERVICES
SCOPE OF WORK
Scope of Work
A general Scope of Work has been prepared for use by consultants as a basis for responding to this RFP .
Please note that all items necessary for the successful planning, preparation, approval, and adoption of this SJLHMP may not be included in this Scope o f Work, and the Consultants responding to this request shall take the type and magnitude of this project into account when submitting their proposal.
Respondents to this RFP are expected to identify in their proposals any modifications to the proposed Scope of Work that may be necessary to achieve successful completion, approval, and adoption of the S J L H M P.
The consultant will perform the following major tasks in close coordination with the City’s Risk Manager and the Local Planning Team (LPT):
Task 1: Project Management and Coordination
• Attend a project kickoff meeting with City staff and the Local Planning Team (LPT) to confirm the project timeline, communication protocols, deliverables, and roles and responsibilities. • Serve as primary facilitator and lead of the planning team in partnership with the City’s Risk Manager.
• Document the planning process, including identifying which existing plans, studies, reports, and technical data were reviewed and how each was incorporated into the updated SJLHMP. • Serve as lead author for the final SJLHMP, ensuring that all required elements of 44 CFR § 201.6 are addressed and that the plan aligns with FEMA’s Local Mitigation Planning Policy Gui de
(
2022) and Local Mitigation Planning Handbook (2023).
• Provide project management updates, including regular written status reports, meeting summaries, and schedule updates to the City’s Risk Manager. • Maintain a master project schedule and deliverables tracker to ensure milestones are completed on time.
Task 2: Hazard Identification and Capability Assessment
• Following FEMA’s Local Mitigation Planning Handbook, develop the SJLHMP with an emphasis on Task 1 – Determine Planning Area and Resources, Task 4 – Review Community Capabilities, and Task 5 – Conduct a Risk Assessment to meet requirements of Elements B an d C in the Local Mitigation Planning Policy Guide. This will include an updated description of all hazards that can affect the City in the planning area.
• Review the planning area which follows the geographic boundaries of the City’s jurisdiction and prepare a map showing the area covered.
EXHIBIT A
SCOPE OF WORK, PROJECT MS26-076
17/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076 • Review and assess the City’s existing hazard mitigation capabilities, including the existing authorities, policies, programs, regulations, plans, funding and resources available to identify strengths, limitations, and opportunities for improvement. Include discussion of existing building codes, land use, and development ordinances or regulations. • Review state, federal, and local data sources, including GIS technology, to identify natural and human-caused hazards impacting the planning area and evaluate localized variations in risk across neighborhoods or geographies. For each hazard, gather histori cal event data, extent, frequency/probability, spatial variation, and document new or emerging hazards since the last plan.
• Present a history of past hazard events including examples such as hazardous materials spills at the airport, extreme heat conditions, high winds and severe storms, structure fires, and Tropical Storm Hillary.
• Review the California State Hazard Mitigation Plan, San Bernardino County Hazard Mitigation Plan, the CalOES MyHazards tool, FEMA’s National Risk Index for Natural Hazards, and NOAA’s National Centers for Environmental Information Storm Events Database to evaluate hazards affecting the planning area.
• Coordinate with the Local Planning Team, partner agencies, and key stakeholders to validate hazard identification and capability findings. Engage the public and stakeholders through outreach to inform hazard identification.
• Consider hazard probabilities, prioritize hazards based on risk and potential impact, and include consideration of socially vulnerable populations and unique community needs when assessing hazard risk and community capabilities.
Task 3: Risk Assessment
• Update risk assessments for all identified hazards, evaluating location, extent, history, probability, vulnerability, and impacts. During the risk assessment:
o Each new hazard will be profiled to describe hazard history, probability, vulnerability, and impacts.
o Existing hazard profiles will be reviewed and updated, as needed. • Assess risk to community assets by:
A. Describing the vulnerability of each community asset, system, and population to hazards.
B. Estimating potential damage for each hazard to assets in the hazard area.
C. Describing how population affects overall risk.
D. Incorporating climate change projections to evaluate impacts on hazard frequency, severity, and future risk.
E. Addressing repetitively flooded NFIP-insured structures, including estimated number and type.
EXHIBIT A
SCOPE OF WORK, PROJECT MS26-076
18/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076 F. Assessing land use patterns and development trends in identified hazard-prone areas. • Assess community vulnerability with an emphasis on risk to socially vulnerable populations and people with access and functional needs, estimated to include up to 10% of the City’s population. This population includes individuals of all ages with vision and hearing loss, physical disabilities, mental health disabilities, developmental, intellectual and other cognitive disabilities, behavioral health issues, people with learning, understanding, remembering, reading, and speech and mobility limitations, and people from diverse cultures who may have limited English proficiency or are non -English speaking, and who are transportation - disadvantaged.
• Conduct loss estimations using Hazus Level 2 or other FEMA -approved methodologies, to be determined collaboratively with City staff to ensure compliance with FEMA planning guidelines.
Task 4: Mitigation Strategy Development
• Use the results from the updated risk assessment to inform the mitigation strategy, ensuring that each proposed action directly addresses identified hazards, vulnerabilities, and impacts. • Review and document prior mitigation actions and their status, identifying how current mitigation actions have been improved through efforts to strengthen infrastructure, enhance warning systems, and increase community preparedness to reduce vulnerabilities to natural disasters. • Designate a representative (e.g., Local Floodplain Manager/Floodplain Administrator) to implement FEMA National Flood Insurance Program (NFIP) requirements as part of the SJLHMP update process.
• Develop a comprehensive range of mitigation options, including risk- reducing projects, local plans and regulations, structural and infrastructure improvements, protection of natural resources and systems, and education and awareness programs. • Document all mitigation actions considered, providing clear links between proposed actions and the vulnerabilities or impacts identified in the risk assessment. Include actions for alleviating data deficiencies or building up capabilities related to mitigation implementation. • Integrate the final mitigation strategy and prioritized actions into other local plans and capital improvement programs to ensure consistency and coordinated implementation.
Task 5: Plan Preparation and Drafting
• Designate the City’s Risk Manager as Chair of the LPT and primary point of contact for the project.
Assign specific roles and responsibilities during the project kickoff meeting. • Serve as the lead author responsible for plan drafting, integration of input, and ensuring compliance with all applicable state and federal requirements under the Disaster Mitigation Act (DMA) and Flood Mitigation Assistance (FMA) Program.
• Update the plan in accordance with FEMA’s Local Mitigation Planning Policy Guide and Local Mitigation Planning Handbook, along with relevant Cal OES guidance and supporting documents.
EXHIBIT A
SCOPE OF WORK, PROJECT MS26-076
19/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076 • Develop the first draft of the updated SJLHMP to include:
A. Definition of the planning area.
B. Establishment of the Local Planning Team and documentation of member roles.
C. Description of the outreach strategy and methods used for stakeholder engagement.
D. Assessment of capabilities and resources of the jurisdiction.
E. In-depth risk assessment of natural hazards that can impact the planning area F. A mitigation strategy developed to reduce the vulnerabilities identified in the risk assessment.
G. Plan maintenance procedures and continuing public involvement strategy. • Present the first draft to the LPT for review and comment and incorporate feedback to produce a draft that is then posted for public review and comment. The updated SJLHMP must meet state and federal criteria.
• Submit the updated draft plan to Cal OES for review and comment. Following receipt of feedback, revise and resubmit the final draft through Cal OES for FEMA review. • The City will incorporate the final adopted SJLHMP into the City’s Safety Element of the General Plan for AB 2140 compliance.
Task 6: Public Outreach and Stakeholder Engagement
• The hired consultant will document each step of the planning process, including, but not limited to, meeting schedules, attendance, discussion topics, and decisions or outcomes. • The local planning team will hold at least four (4) planning team meetings during the update process, with a minimum of two (2) meetings including participation from the public and stakeholders.
• The updated plan will clearly identify all local representatives and participants involved in the planning process, including their roles, meetings attended, and feedback provided. • The planning team will provide multiple opportunities for public and stakeholder participation throughout the planning process and will document how these opportunities were presented.
This may include updates to the City’s website, social media outreach o r campaigns, informational booths at city events, targeted email outreach, and educational workshops. • Engage stakeholders and the public throughout the process via surveys, questionnaires, targeted email outreach, educational workshops, and public meetings, ensuring feedback is documented and incorporated into the updated SJLHMP.
• Invited stakeholders will include:
o Local and regional agencies involved in hazard mitigation activities o Agencies with the authority to regulate development
o Neighboring communities
EXHIBIT A
SCOPE OF WORK, PROJECT MS26-076
20/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076 o Representatives from businesses, academia, and other private organizations o Representatives from nonprofit and community-based organizations that work directly with and/or provide support to underserved communities and socially vulnerable populations. • The local planning team will ensure underserved communities and vulnerable populations within the planning area are actively included during both the plan update process and the public comment period.
• The planning team will create tailored outreach campaigns to include those communities typically unable to participate in the planning process. • All public and stakeholder input will be documented, evaluated, and incorporated into the updated SJLHMP.
Task 7: Plan Review, Approval, and Adoption
• Once the final draft of the updated plan is complete, the Local Planning Team will confirm that the content meets 44 CFR Part 201 requirements and follows all steps outlined in the FEMA Local Mitigation Planning Handbook and Local Mitigation Planning Policy. • After internal review and approval, the plan will be submitted to Cal OES for state-level review. • The planning team will remain actively engaged throughout the review process and will make revisions as requested by Cal OES or FEMA.
• The City anticipates allocating approximately 18 months within the planning period for the Cal OES and FEMA review and approval process.
• Once FEMA determines the plan is approvable pending adoption, the planning team will schedule a formal meeting with the City’s governing body to adopt the plan by resolution. • All adoption resolutions will be submitted to FEMA for final review and recordkeeping. • Following FEMA’s final approval, the City will distribute the approved plan to the public, all stakeholders, and participating agencies to ensure broad awareness and implementation support.
EXHIBIT A
SCOPE OF WORK, PROJECT MS26-076
21/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076
17 Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26- 076
EXHIBIT B
COST PROPOSAL
See Attachment
City of Victorville
RFP No. MS26-076: Single Jurisdiction Local Hazard Mitigation Plan Update $ One Hundred Fifty Thousand, One Hundred Ninety Dollars TOTAL NOT-TO-EXCEED FEE in words:
Item No.
1 2
3 4
5 6
Item No. Description Total Ho urs Unit Price Total Amount 1 Task 1.1 In-Person Kick-Off Meeting 30 $159.33 $4,780.00 2 Task 1.2 Planning Process Documentation 32 $135.63 $4,340.00 3 Task 1.3 Biweekly Virtual Coordination Meetings, Project Management, Schedule Reports 46 $153.48 $7,060.00
Item No. Description Total Ho urs Unit Price Total Amount 1 Task 2.1 Update to Planning Area Description 18 $141.11 $2,540.00 2 Task 2.2 Hazard Identification and Profiles 92 $138.15 $12,710.00 3 Task 2.3 Capability Assessment 20 $133.00 $2,660.00
Item No. Description Total Ho urs Unit Price Total Amount 1 Task 3.1: Hazard and Critical Infrastructure Mapping 78 $134.36 $10,480.00 2 Task 3.2: Vulnerability Assessment 84 $136.67 $11,480.00 Item No. Description Total Ho urs Unit Price Total Amount 1 Task 4.1: Develop Mitigation Goals 14 $129.29 $1,810.00 2 Task 4.2: Review and Document Mitigation Progress 14 $139.29 $1,950.00 3 Task 4.3: Develop Comprehensive Range of Mitigation Actions 54 $152.04 $8,210.00 Item No. Description Total Ho urs Unit Price Total Amount 1 Task 5.1: Prepare Draft Local Haza rd Mitigation Plan 172 $147.33 $25,340.00 Item No. Description Total Ho urs Unit Price Total Amount 1 Task 6.1: Organize Hazard Miti gation Planning Committee 12 $136.67 $1,640.00 2 Task 6.2: Local Planning Team Meetings 112 $155.80 $17,450.00 3 Task 6.3: Public Meetings and Digital Outreach 176 $139.60 $24,570.00 Item No. Description Total Ho urs Unit Price Total Amount 1 Task 7.1 Monitoring, Evaluating, and Updating 12 $136.67 $1,640.00 2 Task 7.2 Final Plan Approvals and Adoption 58 $164.31 $9,530.00 ODC $2,000.00
TOTAL: $150,190.00
Proposers shall fully complete this Proposal Sheet and return it with their submittal. All proposal costs shall include respective itemized costs associated with all labor, equipment, materials, transportation, overhead, travel, profit, insurance, sales and other taxes, licenses, incidentals and all related costs necessary to provide a Single Jurisdiction Local Hazard Mitigation Plan Update for the City. At any time, the City may require that these costs be itemized.
Additionally, Proposer shall include with their proposal, an itemized "Fee Schedule", in conjunction with this Bid Sheet.
Total NOT-TO-EXCEED FEE to Provide Single Jurisdiction Local Hazard Mitigation Plan Update, as required by Request for Proposal number MS26-076:
Labor Category / Position Title
Project Manager
Principal/QAQC
Hourly Rate
TASKS
LABOR
TASK TWO: HAZARD IDENTIFICATION AND CAPABILITY ASSESSMENT TASK THREE: RISK ASSESSMENT
$195.00
$300.00
$120.00GIS Analyst
Senior Planner
Associate Planner
Assistant Planner
$155.00
$135.00
$120.00
TASK FOUR: MITIGATION STRATEGY DEVELOPMENT
TASK FIVE: PLAN PREPARATION AND DRAFTING
TASK SIX: PUBLIC OUTREACH AND STAKEHOLDER ENGAGEMENT
TASK SEVEN: PLAN REVIEW, APPROVAL, AND ADOPTION
TASK ONE: PROJECT MANAGEMENT AND COORDINATION
EXHIBIT B
COST PROPOSAL, PROJECT MS26-076
23/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076 Total Budget by Staff Member
Project Manager Principal/QAQC Senior Planner Associate Planner Assistant Planner GIS Analyst Noelle Anderson
Richard Beck
Niek Veraart
Michael Yaffe
Valerie Clark
Frankie Zito
Brittany Dremluk
Casey Marchese
Jennifer Gutierrez
Jake Poland
Audrey Tamayo Jeffrey Karmazin
$195 $300 $155 $135 $120 $120
TASK ONE: PROJECT MANAGEMENT AND COORDINATION $16,180
Task 1.1 In-Person Kick-Off Meeting 10 2 2 16 30 $4,780 Task 1.2 Planning Process Documentation 2 10 20 32 $4,340 Task 1.3 Biweekly Virtual Coordination Meetings, Project Management, Schedule Reports 10 20 6 4 6 46 $7,060 TASK TWO: HAZARD IDENTIFICATION AND CAPABILITY ASSESSMENT $17,910 Task 2.1 Update to Planning Area Description 2 4 6 6 18 $2,540 Task 2.2 Hazard Identification and Profiles 4 2 16 30 40 92 $12,710 Task 2.3 Capability Assessment 4 8 8 20 $2,660
TASK THREE: RISK ASSESSMENT $21,960
Task 3.1 Hazard and Critical Infrastructure Mapping 4 2 8 12 12 40 78 $10,480 Task 3.2 Vulnerability Assessment 4 4 4 16 16 40 84 $11,480 TASK FOUR: MITIGATION STRATEGY DEVELOPMENT $11,970
Task 4.1 Develop Mitigation Goals 2 4 8 14 $1,810
Task 4.2 Review and Document Mitigation Progress 6 4 4 14 $1,950 Task 4.3 Develop Comprehensive Range of Mitigation Actions 6 4 10 14 20 54 $8,210 PHASE FIVE: PLAN PREPARATION AND DRAFTING $25,340
Task 5.1 Prepare Draft Local Hazard Mitigation Plan
Administrative Draft Local Hazard Mitigation Plan 8
4 20 30 40 4 106 $15,190
Public Review Draft Local Hazard Mitigation Plan 8 4 20 14 16 4 66 $10,150 TASK SIX: PUBLIC OUTREACH AND STAKEHOLDER ENGAGEMENT $43,660 Task 6.1 Organize Hazard Mitigation Planning Committee 4 4 4 12 $1,640 Task 6.2 Local Planning Team Meetings
40 2 10 20 40 112 $17,450
Task 6.3 Public Meetings and Digital Outreach
LHMP Visual Branding and Style Guide 2 6 4 10 4 26 $3,540 Two (2) In-Person Public Workshops or Pop-Up Events 20 2 12 20 50 4 108 $15,540 Community Survey 2 8 8 18 $2,350
Web Content and Graphics 4 8 8 4 24 $3,140
TASK SEVEN: PLAN REVIEW, APPROVAL, AND ADOPTION $11,170 Task 7.1 Monitoring, Evaluating, and Updating 4 4 4 12 $1,640 Task 7.2 Final Plan Approvals and Adoption
LHMP Submittal to Cal OES and FEMA 4 10 12 26 $4,190
City Council Adoption 20 12 32 $5,340
TOTAL HOURS 140 30 178 212 358 106 1,024
LABOR COSTS BY TASK $27,300 $9,000 $27,590 $28,620 $42,960 $12,720 $148,190
$2,000
$150,190
Total Hours Total Cost
SUBTOTAL
ODC
TOTAL
Request for Single Jurisdiction Local Hazard Mitigation Plan Update Services, RFP MS26-076 City of Victorville, California
January 22, 2026
EXHIBIT B
COST PROPOSAL, PROJECT MS26-076
24/ Consultant/Professional Services Provider Agreement/Michael Baker International, Inc./Project MS26-076