HomeMy WebLinkAboutA8305 - RINCON CONSULTANTS INC - PROF SERV AGR FOR ON-CALL ENVIRONMENTAL ASSESSMENT SERVICES (CEQA) r
1
CITY OF PALM SPRINGS
PROFESSIONAL SERVICES AGREEMENT
ON-CALL ENVIRONMENTAL ASSESSMENT (CEQA) SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement") is made and
entered into,to be effective this I"day of July, 2019, by and between the CITY OF PALM SPRINGS, a
California charter city and municipal corporation, (hereinafter referred to as "City") and RINCON
CONSULTANTS INC., (hereinafter referred to as "Consultant"). City and Consultant are sometimes
hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the "Parties."
RECITALS
A. City has determined that there is a need for As-Needed, "On-Call" Environmental
Assessment (CEQA) Services for a variety of future private and public sector development projects,
(hereinafter the "Project").
B. Consultant has submitted to City a proposal to provide As-Needed, "On-Call"
Environmental Assessment(CEQA) Services for a variety of future private and public sector development
projects to City pursuant to the terms of this Agreement.
C. Consultant is qualified by virtue of its experience, training, education, reputation, and
expertise to provide these services and has agreed to provide such services as provided herein.
D. City desires to retain Consultant to provide such professional services.
NOW,THEREFORE, in consideration of the promises and mutual obligations,covenants, and conditions
contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the Parties agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scone of Services. In compliance with all terms and conditions of this Agreement,
Consultant agrees to perform the professional services set forth in the Scope of Services described in
Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as
the"Services"or"Work"). As a material inducement to the City entering into this Agreement, Consultant
represents and warrants that this Agreement requires specialized skills and abilities and is consistent with
this understanding, Consultant is a provider of first class work and professional services and that
Consultant is experienced in performing the Work and Services contemplated herein and, in light of such
status and experience, Consultant covenants that it shall follow the highest professional standards in
performing the Work and Services required hereunder. For purposes of this Agreement, the phrase
"highest professional standards" shall mean those standards of practice recognized as high quality among
well-qualified and experienced professionals performing similar work under similar circumstances.
1.2 Contract Documents. The Agreement between the Parties shall consist of the following:
(1) this Agreement; (2)the Scope of Services; (3) the City's Request for Proposals; and, (4) the
Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively
Page 1 of 16 Rev. 1-31-18
referred to as the "Contract Documents"). The City's Request for Proposals and the Consultant's
Proposal, which are both attached as Exhibits "B" and "C", respectively, are incorporated by reference
and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal.
All provisions of the Scope of Services, the City's Request for Proposals and the Consultant's Proposal
shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents,the
conflict or inconsistency shall be resolved by applying the provisions in the highest priority document,
which shall be determined in the following order of priority: (1")the terms of this Agreement; (2°d) the
provisions of the Scope of Services (Exhibit "A"); as may be amended from time to time; (3`d) the
provisions of the City's Request for Proposal (Exhibit `B"); and, (4 h) the provisions of the Consultant's
Proposal (Exhibit"C").
1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be
performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all
lawful orders, rules, and regulations promulgated thereunder, including without limitation all applicable
Cal/OSHA requirements.
1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to City
that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession and perform the Work and Services required by this Agreement.
Consultant represents and warrants to City that Consultant shall,at its sole cost and expense,keep in effect
at all times during the term of this Agreement, any license,permit,qualification, or approval that is legally
required for Consultant to perform the Work and Services under this Agreement. Consultant shall have .
the sole obligation to pay for any fees,assessments, and taxes,plus applicable penalties and interest,which
may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and
Services required by this Agreement, and shall indemnify, defend, and hold harmless City against any
such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.
1.5 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 under this Agreement. If 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 any Services
hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect
the performance of the Services hereunder, Consultant shall immediately inform the City of such fact and
shall not proceed except at Consultant's risk until written instructions are received from the City.
1.6 Care of Work. Consultant shall 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/or other components thereof to prevent losses or damages, and shall be responsible for
all such damages, to persons or property, until acceptance of the Work by the City, except such losses or
damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both Parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good
faith to execute all instruments,prepare all documents,and take all actions as may be reasonably necessary
to carry out the purposes of this Agreement.
Page 2 of 16
1
1.8 Performance of Services. City Manager or Director of Planning Services, as provided in
Section 2.1 of this Agreement, shall have the right at any time during the term of this Agreement to order
the performance of services as generally described in the Scope of Services to perform extra or additional
work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting
from such Work. No Work may be undertaken unless a written order is first given by the City Manager
or the Director of Planning Services to the Consultant, incorporating therein the identification and
description of the Work to be performed, a maximum or not to exceed amount for such Work, and the
time to perform this Agreement.
1.9 Unauthorized Aliens. Consultant hereby represents and warrants that it will comply with
all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§1101, et seq., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should
Consultant so employ such unauthorized aliens for the performance of any work and/or services under
this Agreement,and should any liability or sanctions be imposed against City for such use of unauthorized
aliens, Consultant hereby agrees to reimburse City for any and all liabilities, actions, suits, claims,
demands,losses,costs,judgments,arbitration awards,settlements,damages,demands,orders,or penalties
which arise out of or are related to such employment,together with any and all costs, including attorneys'
fees, incurred by City.
2.0 COMPENSATION
2.1 Maximum Contract Amount. City and Consultant hereby acknowledge and agree that
the scope of services required by this Agreement will vary dependent upon the number, type, and extent
of the services or work the Consultant shall provide; and no guarantee of the extent or the type of services
required of Consultant under the terms of this Agreement is made by the City. The annual level of services
required by this Agreement is unknown, and may significantly increase or decrease from year to year. In
acknowledgement of the fact that the number and type of projects requiring the Consultant's services has
not been identified for this contract, City and Consultant hereby acknowledge and agree that a specific
"Maximum Contract Sum" shall be imposed on each separate project that the City may assign Consultant
as provided in Section 1.8 and in this Section 2.1. Each such separate project shall be identified as a Task
Order or a Purchase Order authorized by the Director of Planning Services or the City Manager as
provided in this Section 2.1. For the services rendered pursuant to this Agreement, the Consultant shall
be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "D" and
incorporated herein by this reference.
The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment for
time and materials based upon the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit
"D", or (iii) such other methods as may be specified in the Schedule of Compensation. Compensation
shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone
expense,transportation expense, and all other necessary expenditures required to perform the professional
services under this Agreement. Compensation shall include the attendance of Consultant at all project
meetings reasonably deemed necessary by the City; Consultant shall not be entitled to any additional
compensation for attending said meetings. Consultant hereby acknowledges that it accepts the risk that
the services to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates, and that Consultant shall not be entitled to additional compensation therefore.
It is expressly agreed that the maximum contract amount of this Agreement is undefined, and is subject to
the number and type of projects requiring the Consultant's services throughout the duration of the term of
Page 3 of 16
this Agreement, if any. Consultant shall be entitled to compensation in accordance with separate City
authorized "Task Orders" (Purchase Orders) with corresponding Not-to-Exceed payment amounts
established pursuant to the Consultant's Schedule of Hourly Billing Rates as shown on Exhibit "D".
Consultant's compensation shall be limited to the amount identified on each separate, individually
authorized Task Order corresponding to a project requiring the services of the Consultant.
By approval of this Agreement,the City Council hereby authorizes the subsequent approval of individual
Task Orders(Purchase Orders)in those amounts sufficient to cover the cost of required services (pursuant
to Schedule"D")necessary for the projects. Subject to existing cost limits established by municipal code.
2.2 Method of Payment. Unless some other method of payment is specified in the Schedule
of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later
than the tenth(10)working day of such month, Consultant shall submit to the City, in a form approved by
the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such requests
shall be based upon the amount and value of the services performed by Consultant and accompanied by
such reporting data including an itemized breakdown of all costs incurred and tasks performed during the
period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make
payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is
reasonably practical. There shall be a maximum of one payment per month.
2.3 Changes in Scope. In the event any change or changes in the Scope of Services is
requested by the City,the Parties shall execute a written amendment to this Agreement, setting forth with
particularity all terms of such amendment, including, but not limited to, any additional professional fees.
An amendment may be entered into: (a) to provide for revisions or modifications to documents or other
work product or work when documents or other work product or work is required by the enactment or
revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b)
to provide for additional services not included in this Agreement or not customarily furnished in
accordance with generally accepted practice in Consultant's profession.
2.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement.
If such appropriations are not made, the City Manager may terminate this Agreement as provided in
Section 8.3 of this Agreement; otherwise, there shall be no funding for any work or services and
Consultant shall not be entitled to payment for any work or services that Consultant may provide.
3. SCHEDULE OF PERFORMANCE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time
for completion of the services to be performed by Consultant is an essential condition of this Agreement.
Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed
upon Schedule of Performance for each Task Order.
3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this
Agreement upon receipt of a written notice to proceed and shall perform all Services within the time
period(s) established in the Schedule of Performance. When requested by Consultant, extensions to the
time period(s) specified in the Schedule of Performance may be approved in writing by the Contract
Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the
City shall not be obligated'to grant such an extension.
Page 4 of 16
I
3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for
performance of the Services rendered pursuant to this Agreement shall be extended because of any delays
due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant
(financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, and/or acts of any governmental agency, including the City, if Consultant, within ten
(10) days of the commencement of such delay, notifies the City Manager in writing of the causes of the
delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for
performing the Services for the period of the enforced delay when and if in the judgment of the City
Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the
Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City
for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being
extension of the Agreement pursuant to this section.
3.4 Term. Unless earlier terminated under the terms of this Agreement, this Agreement shall
continue in full force and effect for three (3) years. At the sole discretion of the City Manager, upon
written notice to Consultant and mutual agreement, the term of this Agreement may be extended for two
(2) additional one (1) year terms.
4. COORDINATION OF WORK
4.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its behalf with
respect to the Services to be performed under this Agreement and make all decisions in connection
therewith: Christine Donoghue. It is expressly understood that the experience, knowledge, education,
capability,expertise, and reputation of the foregoing principal is a substantial inducement for City to enter
into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise
the services performed hereunder., The foregoing principal may not be changed by Consultant without
prior written approval of the Contract Officer.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the
City Manager of City, and is subject to change by the City Manager. It shall be the Consultant's
responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance
of the Services, and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf
of the City required hereunder to carry out the terms-of this Agreement.
4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge,
capability, expertise, and reputation of Consultant,,its principals and employees, were a substantial
inducement for City to enter into this Agreement. Therefore, Consultant shall not assign the performance
of this Agreement,nor any part thereof,nor any monies due hereunder,voluntarily or by operation of law,
without the prior written consent of City. Consultant shall not contract with any other entity to perform
the Services required under this Agreement without the prior written consent of City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subConsultant(s) in the same manner as it is for persons directly employed.
Page 5of16
i
Nothing contained in this Agreement shall create any contractual relationships between any subConsultant
and City. All persons engaged in the Work will be considered employees of Consultant. City will deal
directly with and will make all payments to Consultant. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by
operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of.
City. Transfers restricted hereunder shall include the transfer to any person or group of.persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant,
taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release
Consultant or any surety of Consultant from any liability hereunder without the express written consent
of City.
4.4 Independent Consultant.
A. The legal relationship between the Parties is that of an independent Consultant,and
nothing herein shall be deemed to make Consultant a City employee. During the performance of this
Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and
shall not act as City officers or employees. The personnel performing the Services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither
City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any
of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers,
employees, or agents shall not maintain an office or any other type of fixed business location at City's
offices. City shall have no voice in the selection, discharge, supervision, or control of Consultant's
employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of
service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with
this Agreement and shall be responsible for all reports and obligations respecting them, including but not
limited to social security income tax withholding, unemployment compensation, workers' compensation,
and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of
Consultant in its business or otherwise a j oint venturer or a member of any j oint enterprise with Consultant.
B. Consultant shall not incur or.. have the power to incur any debt, obligation, or
liability against City, or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers, employees, or agents
in connection with any performance under this Agreement. Except for professional fees paid to Consultant
as provided for in this Agreement, City shall not pay salaries,wages, or other compensation to Consultant
for the performance of Services under this Agreement. City shall not be liable for compensation or
indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of
performing Services hereunder. If for any reason any court or governmental agency determines that the
City has financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature
relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives,
subConsultants, or agents, Consultant shall indemnify City for all such financial obligations.
5. INSURANCE
5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense,
in a form and content satisfactory to City, the insurance described herein for the duration of this
Agreement, including any extension thereof, or as otherwise specified herein, against claims which may
Page 6 of 16
arise from or in connection with the performance of the Work hereunder by Consultant, its agents,
representatives, or employees. In the event the City Manager determines that the Work or Services to be
performed under this Agreement creates an increased or decreased risk of loss to the City,the Consultant
agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of
written notice from the City Manager or his designee. Consultant shall immediately substitute any insurer
whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below
for professional liability (errors and omissions) insurance, all insurance provided pursuant to this
Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall
be as follows:
A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force
and effect throughout the term of this Agreement, standard industry form professional liability(errors and
omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per
occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions
of this section.
(1) Consultant shall either: (a) certify in writing to the City that Consultant is
unaware of any professional liability claims made against Consultant and is unaware of any facts which
may lead to such a claim against Consultant;or(b)if Consultant does not provide the certification pursuant
to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the
required limits of the policy shall apply separately to claims arising from errors and omissions in the
rendition of services pursuant to this Agreement.
(2) If the policy of insurance is written on a "claims made" basis, the policy shall
be continued in full force and effect at all times during the term of this Agreement, and for a period of
three (3) years from the date of the completion of the Services provided hereunder. In the-event of
termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the
prior acts or omissions of Consultant during the course of performing Services under the terms of this
Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by
obtaining separate extended "tail" coverage with the present or new carrier or other insurance
arrangements providing for complete coverage, either of which shall be subject to the written approval by
the City Manager.
(3) In the event the policy of insurance is written on an "occurrence" basis, the
policy shall be continued in full force,and effect during the term of this Agreement, or until completion of
the Services provided for in this Agreement, whichever is later. In the event of termination of the policy
during this period,new coverage shall immediately be obtained to ensure coverage during the entire course
of performing the Services under the terms of this Agreement.
B. Workers' Compensation Insurance. Consultant shall obtain and maintain, in full
force and effect throughout the term of this Agreement, workers' compensation insurance in at least the
minimum statutory amounts, and in compliance with all other statutory requirements, as required by the
State of California. Consultant agrees to waive and obtain endorsements from its workers' compensation
insurer waiving subrogation rights under its workers' compensation insurance policy against the City and
to require each of its subConsultants, if any, to do likewise under their workers' compensation insurance
policies. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of
Workers' Compensation Insurance Requirement form.
Page 7 of 16
C. Commercial General Liability Insurance. Consultant shall obtain and maintain, in
full force and effect throughout the term of this Agreement, a policy of commercial general liability
insurance written on a per occurrence basis with a combined single limit of at least one million dollars
($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property
damage including coverages for contractual liability, personal injury, independent Consultants, broad
form property damage, products and completed operations.
D. Business Automobile Insurance. Consultant shall obtain and maintain,in full force
and effect throughout the term of this Agreement, a policy of business automobile liability insurance
written on a per occurrence basis with a single limit liability in the amount of one million dollars
($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-
owned, leased, and hired cars.
E. Employer Liability Insurance. Consultant shall obtain and maintain, in full force
and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per
occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or
disease.
5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
must be declared to and approved by the City Manager prior to commencing any work or services under
this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. City
reserves the right to reject deductibles or self-insured retentions in excess of $10,000, and the City
Manager may require evidence of pending claims and claims history as well as evidence of Consultant's
ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000.
5.3 Other Insurance Requirements. The following provisions shall apply to the insurance
policies required of Consultant pursuant to this Agreement:
5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance
as respects City and its officers, council members, officials, employees, agents, and
volunteers. Any insurance or self-insurance maintained by the City and its officers,council
members, officials, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies,including breaches
of warranties, shall not affect coverage provided to City and its officers, council members,
officials, employees, agents, and volunteers.
5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to
this Agreement are intended to apply to each insured,including additional insureds,against
whom a claim is made or suit is brought to the full extent of the policies. Nothing contained
in this Agreement or any other agreement relating to the City or its operations shall limit
the application of such insurance coverage.
5.3.4 None of the insurance coverages required herein will be in compliance with these
requirements if they include any limiting endorsement which substantially impairs the
coverages set forth herein (e.g., elimination of contractual liability or reduction of
discovery period), unless the endorsement has first been submitted to the City Manager
Page 8 of 16
and approved in writing.
5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation
imposes no obligation, or that any party will "endeavor" (as opposed to being required) to
comply with the requirements of the endorsements. Certificates of insurance will not be
accepted in lieu of required endorsements, and submittal of certificates without required
endorsements may delay commencement of the Project. It is Consultant's obligation to
ensure timely compliance with all insurance submittal requirements as provided herein.
5.3.6 Consultant agrees to ensure that subConsultants, and any other parties involved with the
Project who are brought onto or involved in the Project by Consultant, provide the same
minimum insurance coverage required of Consultant. Consultant agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such coverage is
provided in conformity with the requirements of this section. Consultant agrees that upon
request, all agreements with subConsultants and others engaged in the Project will be
submitted.to the City for review.
5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the
City to inform Consultant of non-compliance with any insurance requirement in no way
imposes any additional obligations on the City nor does it waive any rights hereunder in
this or any other regard.
5.3.8 Consultant shall provide proof that policies of insurance required herein expiring during
the term of this Agreement have been renewed or replaced with other policies providing at
least the same coverage. Proof that such coverage has been ordered shall be submitted
prior to expiration. Endorsements as required in this Agreement applicable to the renewing
or new coverage shall be provided to City no later than ten (10) days prior to expiration of
the lapsing coverage.
5.3.9 Requirements of specific insurance coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a waiver of
any coverage normally provided by any given policy. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a given issue, and is
not intended by any party or insured to be limiting or all-inclusive.
5.3.10 The requirements in this section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts with or impairs the
provisions of this section.
5.3.11 Consultant agrees to .provide immediate notice to City of any claim or loss against
Consultant arising out of the Work performed under this Agreement and for any other claim
or loss which may reduce the insurance available to pay claims arising out of this
Agreement. City assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they are likely to
involve City, or to reduce or dilute insurance available for payment of potential claims.
5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in
Page 9of16
1
any way the extent to which the Consultant may be held responsible for the payment of
damages resulting from the Consultant's activities or the activities of any person or person
for which the Consultant is otherwise responsible.
5.4 Sufficiency of Insurers. Insurance required herein shall be provided by authorized
insurers in good standing with the State of California. Coverage shall be provided by insurers admitted
in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such
requirements are waived in writing by the City Manager or his designee due to unique circumstances.
5.5 Verification of Coverage. Consultant shall furnish City with both certificates of insurance
and endorsements, including additional insured endorsements, affecting all of the coverages required by
this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before
work commences. City reserves the right to require Consultant's insurers to provide complete, certified
copies of all required insurance policies at any time. Additional insured endorsements are not required
for Errors and Omissions and Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto
Liability Endorsement Form for the City of Palm. Springs or (2) an acceptable Certificate of Liability
Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements
stated on the certificate:
I. "The City of Palm Springs, its officials, employees, and agents are named as an additional
insured... " ("as respects City of Palm Springs Contract No. it or 'for any and all work performed with
the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-insurance the
City may have..." ("as respects City of Palm Springs Contract No. or'for any and all workperformed
with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the expiration date thereof,
the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as,
"endeavor to"mail and "but failure to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representative" is not acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain the
insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and
volunteers.
In addition to the endorsements listed above,the City of Palm Springs shall be named the certificate holder
on the policies. All certificates of insurance and endorsements are to be received and approved by the
City before work commences. All certificates of insurance must be authorized by a person with authority
to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain
the required documents prior to the commencement of work shall not waive the Consultant's obligation
to provide them.
6. INDEMNIFICATION
Page 10 of 16
j{ I
6.1 To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense),indemnify,protect,and hold harmless City,its elected officials,officers,employees,agents,
and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions,
suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands,
orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including
but not limited to Claims arising from injuries to or death of persons (Consultant's employees included),
for damage to property, including property owned by City, from any violation of any federal, state, or
local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees,
representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement.
This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the
City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the
insurance requirements and limits set forth in this Agreement be construed to limit Consultant's
indemnification obligation or other liability under this Agreement. Consultant's indemnification
obligation shall survive the expiration or earlier termination of this Agreement until all actions against the
Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of
limitations or, if an action is timely filed, until such action is final. This provision is intended for the
benefit of third party Indemnified Parties not otherwise a parry to this Agreement.
6.2 Design Professional Services Indemnification and Reimbursement. If the Agreement
is determined to be a"design professional services agreement" and Consultant is a"design professional"
under California Civil Code Section 2782.8,then:
A.To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole
cost and expense),protect and hold harmless City and its elected officials, officers, employees, agents and
volunteers and all other public agencies whose approval of the project is required, (individually
"Indemnified Party"; collectively"Indemnified Parties") against any and all liabilities, claims,judgments,
arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including
but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and
damage to property, which Claims arise out of,pertain to, or are related to the negligence,recklessness or
willful misconduct of Consultant, its agents, employees, or subConsultants, or arise from Consultant's
negligent, reckless or willful performance of or failure to perform any term, provision, covenant or
condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims
shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct
of the City and its elected officials. Officers, employees, agents and volunteers.
B.. Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including
reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may
incur by reason of Indemnified Claims. Upon request by an Indemnified Parry, Consultant shall defend
with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party
that may arise out of,pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a
party to the Claim proceeding. The determination whether a Claim "may arise out of,-pertain to, or relate
to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or
subsequently discovered by the Parties. Consultant's indemnification obligation hereunder shall survive
the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for
such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or,
if an action is timely filed, until such action is final.
C. The Consultant shall require all non-design-profession sub-Consultants,used or sub-contracted
Page 11 of 16
i J
by Consultant to perform the Services or Work required under this Agreement, to execute an
Indemnification Agreement adopting the indemnity provisions in sub-section 6.1 in favor of the
Indemnified Parties. In additions, Consultant shall require all non-design-professional sub-Consultants,
used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to
obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as
any other insurance that may be required by Contract Officer.
7. REPORTS AND RECORDS
7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of
all time,costs,expenses,and expenditures pertaining in any way to this Agreement. Consultant shall keep
such books and records as shall be necessary to properly perform the Services required by this Agreement
and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer
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.
7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the Services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of the
Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if
Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing
design services, the cost of the project being designed, Consultant shall promptly notify the Contract
Officer of such fact, circumstance, technique, or event and the estimated increased or decreased cost
related thereto and, if Consultant is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
7.3 Ownership of Documents. All drawings, specifications, reports, records, documents,
memoranda, correspondence, computations, and other materials prepared by Consultant, its employees,
subConsultants, and agents in the performance of this Agreement shall be the property of City and shall
be promptly delivered to City upon request of the Contract Officer or upon the termination of this
Agreement, and Consultant shall have no claim for further employment or additional compensation as a
result of the exercise by City of its full rights of ownership of the documents and materials hereunder.
Any use of such completed documents for other projects and/or use of incomplete documents without
specific written authorization by the Consultant will be at the City's sole risk and without liability to
Consultant, and the City shall indemnify the Consultant for all damages resulting therefrom. Consultant
may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use
the concepts embodied therein. Consultant shall ensure that all its subConsultants shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant fails to
secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.
7.4 Release of Documents. All drawings, specifications, reports, records, documents, and
other materials prepared by Consultant in the performance of services under this Agreement shall not be
released publicly without the prior written approval of the Contract Officer. All information gained by
Consultant in the performance of this Agreement shall be considered confidential and shall not be released
by Consultant without City's prior written authorization.
Page 12 of 16
� 1
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the
regular business hours of City, Consultant shall provide City, or other agents of City, such access to
Consultant's books, records, payroll documents, and facilities as City deems necessary to examine, copy,
audit, and inspect all accounting books, records, work data, documents, and activities directly related to
Consultant's performance under this Agreement. Consultant shall maintain such books,records,data,and
documents in,accordance with generally accepted accounting principles and shall clearly identify and
make such items readily accessible to such parties during the term of this Agreement and for a period of
three (3) years from the date of final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue. This Agreement shall be construed and interpreted both as
to validity and as to performance of the Parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall
be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate
court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its fair
language and common meaning to achieve the objectives and purposes of the Parties. The terms of this
Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of
construction of contracts (including, without limitation, California Civil Code Section' 1654) that
ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of
this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for
convenience and identification purposes only and shall not be deemed to limit,_ expand, or define the
contents of the respective sections or paragraphs.
8.3 Termination. City may terminate this Agreement for its convenience at any time,without
cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon such notice, City
shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice,
Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise.
Thereafter, Consultant shall have no further claims against the City under this Agreement. Upon
termination of the Agreement pursuant to this section, Consultant shall submit to the City an invoice for
work and services performed prior to the date of termination. In addition,the Consultant reserves the right
to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to the
City, except that where termination is due to material default by the City,the period of notice may be such
shorter time as the Consultant may determine.
8.4 Default of Consultant.
A. Consultant's failure to comply with any provision of this Agreement shall
constitute a default.
B. If the City Manager, or his designee, determines that Consultant is in default in the
performance of any of the terms or conditions of this Agreement,he/she shall notify Consultant in writing
of such default. Consultant shall have ten(10) days, or such longer period as City may designate, to cure
the default by rendering satisfactory performance. In the event Consultant fails to cure its default within
such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to
Page 13 of 16
1
terminate this Agreement without further notice and without prejudice of any remedy to which City may
be entitled at law,in equity, or under this Agreement. Consultant shall be liable for any and all reasonable
costs incurred by City as a result of such default. Compliance with the provisions of this section shall not
constitute a waiver of any City right to take legal action in the event that the dispute is not cured,provided
that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section
8.3.
C. If termination is due to the failure of the Consultant to fulfill its obligations under
this Agreement, City may, after compliance with the provisions of Section 8.4.13, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent
that the total cost for completion of the Services required hereunder exceeds the Maximum Contract
Amount (provided that the City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts
owed the City as previously stated. The withholding or failure to withhold payments to Consultant shall
not limit Consultant's liability for completion of the Services as provided herein.
8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing
and signed by a duly authorized representative of the Party against whom enforcement of a waiver is
sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained
in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor
shall failure by the Parties to require exact, full, and complete compliance with any of the covenants,
conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in
any manner or preventing the Parties from enforcing the full provisions hereof.
8.6 Rights and Remedies Cumulative. 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 or any other default by
the other Party.
8.7 Legal Action. In addition to any other rights or remedies, either Party may take legal
action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to
compel specific performance of this Agreement,to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement.
8.8 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement
results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to
such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and
expenses, including but not limited to reasonable attorney fees, expert consultant fees, court costs and all
fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such
proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of
the litigation or non judicial proceeding within thirty(30) days of the date set for trial or hearing,the other
Party shall be deemed to be the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall
be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach
Page 14 of 16
by the City or for any amount which may become due to the Consultant or to its successor, or for breach
of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Consultant acknowledges that no officer or employee of the City has
or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any
agreement of any kind with any such officer or employee during the term of this Agreement and for one
year thereafter. Consultant warrants that Consultant has not paid or given, and will not pay or give, any
third party any money or other consideration in exchange for obtaining this Agreement.
9.3 Covenant Against Discrimination. In connection with its performance under this
Agreement, Consultant shall not discriminate against any employee or applicant for employment because
of actual or perceived race,religion, color, sex, age,marital status, ancestry,national origin( i.e.,place of
origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender
identity, gender expression,physical or mental disability,or medical condition(each a"prohibited basis").
Consultant shall ensure that applicants are employed, and that employees are treated during their
employment,without regard to any prohibited basis. As a condition precedent to City's lawful capacity to
enter this Agreement, and in executing this Agreement, Consultant certifies that its actions and omissions
hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any
Consultant activity, including but not limited to the following: employment, upgrading, demotion or
transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that Consultant is in full
compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without
limitation the provision of benefits, relating to non-discrimination in city contracting.
10. MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement.
A. To the fullest extent permissible under law, and in lieu of any other warranty by
City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that
Consultant shall defend at its expense any claim or suit against City on account of any allegation that any
item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of
this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall
pay all costs and damages finally awarded in any such suit or claim,provided that Consultant is promptly
notified in writing of the suit or claim and given authority, information and assistance at Consultant's
expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to
the negligence,recklessness or willful misconduct of Consultant. However, Consultant will not indemnify
City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of
such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or
(2)the use of a deliverable in combination with other material not provided by Consultant when it is such
use in combination which infringes upon an existing U.S. letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit and all
negotiations for settlement thereof, Consultant shall not be obligated to indemnify City under any
settlement made without Consultant's consent or in the event City fails to cooperate in the defense of any
suit or claim, provided, however, that such defense shall be at Consultant's'expense. If the use or sale of
such item is enjoined as a result of the suit or claim, Consultant, at no expense to City, shall obtain for
City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend
Page 15 of 16
this patent and copyright indemnity thereto.
10.2 Notices. All notices or other communications required or permitted hereunder shall be in
writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified
.mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence
of completed transmission, and shall be deemed received upon the earlier of(i)the date of delivery to the
address of the person to receive such notice if delivered personally or by messenger or overnight courier;
(ii)five(5)business days after the date of posting by the United States Post Office if by mail; or(iii)when
sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by
facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of
electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of
notice required hereunder. Notices or other communications shall be addressed as follows:
To City: City of Palm springs
Attention: City Manager
3200 E. Tahquitz Canyon Way
Palm springs, California92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Consultant: Rincon Consultants Inc.
Attention: Christine Donoghue
301 .91h Street, Suite 109
Riverside, CA 92374
Telephone: (909) 253-0705
10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if
any, made by or among the Parties with respect to the subject matter hereof. No amendments or other
modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or
their respective successors, assigns, or grantees.
10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this Agreement
shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the
reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is
so material that its invalidity deprives either Parry of the basic benefit of their bargain or renders this
Agreement meaningless.
10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of
the Parties' successors and assignees.
10.6 Third Party Beneficiary. Except as may be expressly provided for herein, nothing
contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring,
any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any
Page 16 of 16
entity or person not a party hereto.
10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as
though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for
purposes of this Agreement, by the same.
10.8. Corporate Authority. Each of the undersigned represents and warrants that(i) the Party
for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly
authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing,
(iii) by so executing this Agreement, the Party for which he or she is signing 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 the Party for which he or she is signing is bound.
(SIGNATURES ON FOLLOWING PAGE)
f
Page 17 of 16
IN WITNESS WHEREOF,the City and the Consultant have caused this Agreement to be executed the day
and year first above written.
ATTEST: CONTENTS APPROVED:
CIT OF PALM SPRINGS, CA
ony Mejia Ci David H. Ready, City M er
Date: � ��1� Date:
100,
APPROVED-AS TO FORM: APPROVED BY CITY COUNCIL:
By Dater"S`! Agreement No. -0�365
Jeffrey <Ba inger, City Attorney
APPROVED BY CITY COUI��'IL
Date: .o ram, �. 1�
CONSULTANT
Name: Rincon Consultants Inc.
Check one: _Individual Partnership jorporation
Corporations require two notarized signatures: One signature must be from Chairman of Board,President,
or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer,
Assistant Treasurer, or Chief Financial Officer.
Address: 301 91h Street, Suite 109
Riverside, CA 92374
By: By:
Signature (notarized) Signature (notarized)
Name: )�-��• ��W`� Name:
Title: V%C_< c" I-A� Title: V i C Q . �,' I/��If—ru
Page 18 of 16
7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189
5r<>Z,-1,AkA •a—»z--^u+a..•x< »xx a•
Fdixt
atuy public or other officercornpMrig this certlir ats verifee am}}the identity of the indivkkrai who signed the
unrent to which this osrtifrea is h==shed,and not the truffhInesa,=wracy,cr vaC:dty of that dDwmant
state of Cafifom �MUs'Y_� )
County of )
On,11A4 11 , 1,619 b foreme. C�� i�i� .JCS , ►JQ�uv� ��alile,
Date Here,/�r Nam Twe of the'Off 62 r
personalfy appeared ( � 9cU1�Jl�)�"i La L r»Yi
Namefc)of Signer(s)
who proved to me on the basic of cafisfactory evidence to be the petsan() whoxe name(a) islam
subscribed to the within inatmmant and acknowledged to me that helahefthey executed the same in
hislttei1thefr authorized cspaar`ty(ped),and that by hizilw/theirsignature(a)on the instrument the persan(s),
or the entity upon behalf of which the peracn(s)acted executed the instrument.
I certify under PENALTY OF PERJURY under the lavra
of the State of California that the foregoing paragraph
STEPHANIE K.10NES is true and correct_
•- COMM.,#2218179 Y WITNESS my hand and official seal.
a► Notary Public,•California o
s Ventura County Signature
my
Comm.Etc ires.Oci. 14,2021
Signaff.,of Nota,y Public
Puce Notary Seal Above
OPT70MAL
Though Mb section is ayotlonal,completing this infamraf on can dateralterafron of the document or
fraudulent reafischmertt of this form to an uir nfandad dncumenL
Description of Attached Document
Title or Type of Document: Document[Tate:
Number of Pages: Signer(s) Other Than Named Above:
Capacity{ea)Claimed.by Signer(a)
Signers Name: Signer's Name:
❑Corporate Officer—Tdle(s): ❑Corporate Officer—Trtie(s):
❑Partner— ❑Limited ❑General ❑Partner— ❑Limited ❑General
❑individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator El Trustee ❑Guardian or Conservator
❑Other. ❑father:
Signer Is Representing: Signer Is Representing:
�U3 t National Molary ABamisfim-vrwv.N Mtsry.mg-l-8oQ-US NOTARY 04=-878-M71 Item#5907
EXHIBIT"A"
SCOPE OF SERVICES
� � 1
EXHIBIT`B"
I
CITY'S REQUEST FOR PROPOSALS
J
I
EXHIBIT"C"
CONSULTANT'S PROPOSAL
EXHIBIT"D"
SCHEDULE OF COMPENSATION
EXHIBIT"E"
SCHEDULE OF PERFORMANCE
r