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HomeMy WebLinkAboutA6690 - ANDERSON PENNA PARTNERS INC. AMENDMENT NO. 2 TO AGREEMENT NO. A6690 STATE REVOLVING FUND LOAN AND GREEN PROJECT RESERVE REIMBURSEMENT ASSISTANCE WASTEWATER TREATMENT PLANT UPGRADE CITY PROJECT NO. 15-14 THIS SECOND AMENDMENT TO Agreement No. 6690 for consulting services, (herein Amendment ) made and entered into on the lLrday of J U , 2017, by and between CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein "City'), and AndersonPenna Partners, Inc., a California corporation, (herein "Consultant"), is hereby amended as follows: RECITALS WHEREAS, City and Consultant entered into that certain Agreement No. A6690 for preparation of applications, forms, documents, financial and technical assistance in the submittal of a funding request to the California State Water Resources Control Board for a government loan of as much as $30 Million from the Clean Water State Revolving Fund (SRF) Program to finance the construction of the City of Palm Springs Wastewater Treatment Plant Upgrade, City Project No. 15-14, ("Agreement"); and WHEREAS, the parties executed Amendment No. 1 to the Agreement to provide additional services associated with documentation of City Project No. 15-14 applicability to the Green Project Reserve (GPR) through the SRF Program making the City eligible for up to $720,000 in principal forgiveness from its SRF loan amount; and WHEREAS, the parties wish to amend the Agreement to provide additional services associated with processing reimbursements from the GPR and the SRF Programs for City Project No. 15- 14, in accordance with Consultant's letter dated June 10, 2017, included herewith as Attachment 1; and Section 1. Scope of Services, Exhibit "A", is hereby amended by adding the following Task Item 6: "6. Assist with the SRF & GPR reimbursement process for the Wastewater Treatment Plant (WWTP) Upgrade Project — Consultant shall assist City with preparation of invoices and support documents for the project for reimbursements for the Green Project Reserve (GPR) and the SRF Programs. These services shall include: • Prepare all necessary forms and eligible costs for initial reimbursement and then the monthly reimbursements • Provide all back up information such as prevailing wage, AIS & DBE Information for the purpose of reimbursement processing • Provide quarterly reports to meet the requirements • Coordinate with State project managers in various divisions to gain full approval for all above • Prepare closeout documents" ORIGINAL BID AND/OR AGREEMENT Section 2. Section 2.1, Maximum Contract Amount, is hereby revised to reflect the total amended contract amount as herein specified by this Amendment. The Maximum Contract Amount is increased to $88,690. The Schedule of Compensation, Exhibit "C", is hereby amended and increased by $35,470 to add Task 6 "SRF & GPR Reimbursement and Reporting" on not to exceed amount of$35,470. Section 3. Schedule of Performance, Consultant shall provide the services provided herein by this Amendment as directed by City; Exhibit "D" is hereby revised to extend the completion dates in accordance with the SWRCB's acceptance of Project Closeout documentation. Section 4. Full force and effect: Except as otherwise previously modified herein, all other provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, a California charter city and municipal ATTEST: 7;cor oration By: 1" :Ja&—%Z $a�psen L, to tenD• 1��4- David Ready �Tv e�% City Clerk City Manager APPROV TO FO APPROVED BBYICCIIITnY COUNCIL By: Wt 7• r 1-- -- � Boug►asfiotfand Ed•Wwr Z . Kvt-L4iV1 City Attorney AndersonPenna Partners, Inc., a California corporation By: L�t2gr�Re M, Lucera. �d L,Print4fiName/Title PROFESSIONAL SERVICES AGREEMENT STATE REVOLVING FUND APPLICATION ASSISTANCE WASTEWATER TREATMENT PLANT UPGRADE CITY PROJECT NO. 15-14 THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is entered into, and effective on April 1, 2015, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City') and AndersonPenna Partners, Inc., a California corporation, ("Consultant'). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City has determined that there is a need for professional assistance in the preparation of applications forms, documents, financial and technical assistance in the submittal of a funding request to the California State Water Resources Control Board for a government loan of as much as $30 Million from the Clean Water State Revolving Fund (SRF) Program to finance the construction of the City of Palm Springs Wastewater Treatment Plant Upgrade, City Project No. 15-14, (the "Project'). B. Consultant has submitted to City a proposal to provide professional services to City for the Project under 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 in this Agreement. D. City desires to retain Consultant to provide such professional services. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope 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" (the "Services" or "Work") , which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated 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 in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of Page 1 of 20 ORIGINAL BID &4DM AGREEMENT 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 Consultant's signed, original proposal submitted to the City ("Consultant's Proposal"), (collectively referred to as the "Contract Documents"). The Consultant's Proposal is attached as Exhibits "B," and is incorporated by reference and made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services 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 provisions of the Scope of Services (Exhibit "A"); (21d) the terms of this Agreement; and, (3'd) the provisions of the Consultant's Proposal (Exhibit"B"). 1.3 Compliance with Law. Consultant warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 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. Consultant shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 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. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services, 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. Page 2 of 20 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 to prevent losses or damages. Consultant 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. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. 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. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Consultant, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Consultant. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Consultant shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of Thirty Nine Thousand Two Hundred Twenty Dollars, ($39,220) ("Maximum Contract Amount"), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "C." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the City. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum Page 3 of 20 amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, Consultant shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "C"), in any month in which Consultant wishes to receive payment, Consultant shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10)working day of such month. 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 as soon 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 City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; 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 by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. 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 attached Schedule of Performance (Exhibit "D"), incorporated by reference. 3.2 Schedule of Performance. Consultant shall commence the Services under 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 Page 4 of 20 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. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under 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) if Consultant, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are 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. 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 under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. 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. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. 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 stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Consultant shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Consultant shall submit to the City an invoice for work and services performed prior to the date of termination. Consultant may terminate this Agreement, 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. Page 5 of 20 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Ms. Sudi Shoop, PE; Project Manager. 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 the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 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 full or partial performance of this Agreement, nor any monies due, 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 subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor 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 in this Agreement 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 in this Agreement 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 under this Agreement without the express written consent of City. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Consultant a City employee. Page 6 of 20 A. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves 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 joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. 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. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, 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, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Consultant's performance of Work under this Agreement, including Consultant's 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 Page 7 of 20 A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for professional liability(errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required 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 under (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 under 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 subcontractors, 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 Page 8 of 20 Requirement form. 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 contractors, 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 or his/her designee 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 or his/her designee 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 under this Agreement: 5.3.1 For any claims related to this Agreement, Consultant's coverage shall be primary insurance with respect to the 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. Page 9 of 20 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 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager 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 in this Agreement. 5.3.6 Consultant agrees to ensure that subcontractors, 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 subcontractors 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 in this or any other regard. 5.3.8 Consultant shall provide proof that policies of insurance required in this Agreement, 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 Page 10 of 20 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, or 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 impair 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 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 in this Agreement 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' Page 11 of 20 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: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ('as respects City of Palm Springs Contract No._" 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 work performed 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 6.1 Indemnification and Reimbursement. 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 Page 12 of 20 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 party 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 subcontractors, 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. The Consultant shall require all non-design-professional sub- contractors, used or sub-contracted 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 addition, Consultant shall require all non-design-professional sub-contractors, 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 Page 13 of 20 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, or as the Contract Officer shall require. Consultant acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Consultant agrees that Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Consultant is providing design services, Consultant shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, 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. 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. 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 resulting damages. Consultant may retain copies of such documents for their own use. Consultant shall have an unrestricted right to use the concepts embodied tin this Agreement. Consultant shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Consultant fails to secure such assignment, Consultant shall indemnify City for all resulting damages. 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. 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, Page 14 of 20 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 Default of Consultant. Consultant's failure to comply with any provision of this Agreement shall constitute a default. A. 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 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 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 shall limit City's right to terminate this Agreement without cause under Section 3.5. a. 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 Page 15 of 20 Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. 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). The 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 in this Agreement. 8.4 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. 8.5 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. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or 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. 8.7 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. These include but are 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. Page 16 of 20 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 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. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. 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 race, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. 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: A. 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 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 Page 17 of 20 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 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. Consultant shall not be obligated to indemnify City under any settlement that is made without Consultant's consent, which shall not be unreasonably withheld. 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 this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices 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. All notices 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, and 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& City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Angelique M. Lucero, Principal AndersonPenna Partners, Inc. 3737 Birch Street, Suite 250 Newport Beach, CA 92660 Telephone: (949) 428-1500 Facsimile: (949) 258-5053 Email: alucero@andpen.com 10.3 Integrated 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 in this Agreement. Page 18 of 20 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. 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 Party 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 in this Agreement, 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 entity or person not a party to this Agreement. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement 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 NEXT PAGE] Page 19 of 20 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By. sue/ David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: oug s C. Holland, ames Thompson, City Plorney City Clerk APPROVED BY CITY COUNCIL: APPROVIM B(GI-it c.ol •1 .1h �P ANd�o Date: Agreement No. 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. CONSULTANT NAME: AndersonPenna Partners, Inc., a California corporation 3737 Birch Street, Sutie 250 Newport Beach, CA 92660 By By t rizedd) gnature o ized) /. eG R.-HaCJ dx 0.GIGIWW Page 20 of 20 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of Or1a�nge ) On 1019 , )015 before me Mehdi Zahedi notary public Personally appeared 06 S d Nl. A cN/✓4 who proved to me on the basis of satisfactory evidence to be the personf4 whose nameA is/aw— subscribed to the within instrument and acknowledged to me that 4eishe/t4@yexecuted the same in 4i*/her/446r authorized capacity(ies), and that by hie,4hcr/t4e4r signature(*) on the instrument the person(-j), or the entity upon behalf of which the person(-s4 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. jkMEHDIZAHEDI Notary Comm.#1961793 Public•Ca liforniaOrange Countymm.Expires Dec 23,2015 Signature Dlmd-iZahedi,no rvpnbi" :Votary Seat OPTIONAL 'though the information below is not required by law.it may prove valuable to person(s)relying on the docurnent and could prevent fraudulent removal and reattachment of this form to another docureut. Title or type of Document Document Date „f Number of pages. 2 (including this page) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,accuracy,or validity of that document. State of Calif/o*r,n�ia., ) County of — w161 L ) y On a3 ►5 before me, IQ jAACO_D/J �G(w YlA/j��L Date /^• _ + / Here Insert Name and Title of the Officer personally appeared _'-I tIAA l M IAA� Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. AJA E.LUCER0 WITNESS my hand and official seal. CanrMfnion•2015390 Notary Public •Californq J Orange County Signature /kaex-� My Comm.Expires Mar 26 2017 gignature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑Partner — ❑ Limited ❑General ❑Partner — ❑Limited ❑General ❑ Individual ❑Attomey in Fact ❑Individual ❑Attomey in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other. Signer Is Representing: Signer Is Representing: 02014 National Notary Association -www.NationalNotary.org - 1-800-US NOTARY(1-800-876-6827) Item#5907 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide City with professional assistance in the preparation of applications forms, documents, financial and technical assistance in the submittal of a funding request to the California State Water Resources Control Board for a government loan of as much as $30 Million from the Clean Water State Revolving Fund (SRF) Program to finance the construction of the City of Palm Springs Wastewater Treatment Plant Upgrade, City Project No. 15-14, (the "Project"). Anticipated start date for construction is January 2016. SRF Loan approval must be obtained prior to the construction start date. Consultant's task shall include, but not be limited to the following: 1. Project Administration a. Meetings/Conference calls — Consultant shall attend progress meetings and/or conference calls with City to provide Project updates and shall identify outstanding Project issues (up to 5 meetings, one of which includes the Start- up meeting). Consultant shall attend Kick-off meeting with State Water Resources Control Board (SWRCB) to introduce Project to SWRCB and other meetings with SWRCB, as needed to ensure progress with submittal and processing of the SRF Loan for the Project. b. Reports — Consultant shall provide a monthly status report including work performed to date, for the month, what is upcoming and any potential issues. Report will include an updated schedule in table form indicating significant submittal dates. c. Presentation Assistance — Consultant shall assist City staff with presentations, presentation boards, or other presentation materials required to adequately describe the Project to City Council members (up to six boards, one per meeting). d. Process Development — Consultant shall develop an internal process for City to follow now, and in the future, for identifying potential SRF loan projects, submitting the application, successfully securing the loan, and meeting subsequent reporting requirements. Exhibit "A" Page 1 of 3 2. Pre-Application Preparation a. Consultant shall familiarize itself with the City's Project and all associated documents to determine if any other information is needed from City to meet the SRF Loan application requirements. Consultant shall provide necessary assistance to City to obtain all documents needed to complete application and successfully secure SRF funding in a timely manner. Current City Project documents include: • Notice of Intent to Adopt a Mitigated Negative Declaration • Final Initial Study/ Mitigated Negative Declaration (IS/MND) • CEQA Notice of Determination • Project Plans and Specifications (100% complete) • Detailed engineer's cost estimates • Addenda issued during prior bid process (July 2014) • Bid results and bid analysis • Rejected construction bids (3) • Bid analysis of pre-purchased equipment • Geotechnical Reports (2) • AQMD Permit application • Other related information 3. Submittal of Application — Consultant shall coordinate with City staff to prepare the SRF Loan application to submit to SWRCB. Documentation to be prepared will include all applicable application forms and the various attachments required to initiate the SWRCB's review of the Project. Submittals necessary to complete the SRF application include, but are not limited to: a. General Information Package — Consultant shall complete and submit the General Information Package to SWRCB. Package includes basic information such as Project Description, preliminary cost estimate, and benefits summary used to assist SWRCB in categorizing Project. b. Technical Package — Consultant shall complete and submit the Technical Package to SWRCB including all necessary data, reports, tables and figures for successful presentation of the SRF-required Project Report. Consultant shall prepare a draft of the Project Report for City review and a Final Project Report for submittal to the SWRCB staff. Consultant shall work with City and review all current Project technical information to ensure that all required information is available, that City is compliant with all State required discharge and conservation measures, and that all environmental work has been completed. Exhibit "A" Page 2 of 3 c. Environmental Package — Consultant shall review City's environmental documetns and perform any work necessary to complete and submit the Environmental Package to SWRCB. Consultant shall ensure that City complies with any additional requirements relative to cultural resources or preservation. d. Finanical Security Package — Consultant shall complete and submit the Financial Security Package to SWRCB. Consultant shall work with the City's Finance Director and Financial Advisor to gather audited financials and budgets, and any legal opinions or resolutions relevant to the Financial Security Package. Consultant shall coordinate the submittal of any documents (i.e. resolutions, tax questionnaires, etc.) prepared by others which are required for the application and ensure they are submitted to the SWRCB. 4. Assist with Review of Financing Agreement — Consultant shall assist City with the review of the SWRCB standard Financing Agreement and preparation of the appendices to the Financing Agreement. END OF EXHIBIT "A" Exhibit "A" Page 3 of 3 EXHIBIT "B" 'CONS LTANT U S PROPOSAL FOLLOWS THIS PAGE Exhibit "B" Proposal to provide ` A 4A M S a 'q�/PO RNA Professional Engineering and Consulting Services State Revolving Fund Application Assistance March S, 2015 Submitted by: ANDERSON • PENNA • PARTNERS IN PROJECT DELIVERY • Ah.d.ers Pewetia. Par(vI.evy, rvLt�. 3737 6 rC4,L� Streff, Sbc 1e& 2.50 Ne rio-rF 6e4a4,L,, GA 92660 (944) 428 -2500 www.andpen.com // ANDERSON • PENNA PARTNERS IN PROJECT DELIVERY - March 5, 2015 Mr. Marcus Fuller, MPA, PE, PLS Assistant City Manager/City Engineer 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Re: Proposal for State Water Resources Control Board State Revolving Fund Application Assistance Dear Mr. Fuller: AndersonPenna Partners, Inc. welcomes this opportunity to submit our proposal to provide state revolving fund application assistance to the City of Palm Springs. We are a California corporation that has been in business since 2005, and are a woman-owned certified small business enterprise. We currently have 60 employees serving roles as program/project managers, design engineers,construction managers, inspectors, code enforcement officers, plan check engineers, and grant administrators. Our Principals and staff are experienced in assisting with project finance and delivering many types of public infrastructure projects. We are proposing Sudi Shoja, PE as Project Manager,with support from Angel Lucero, Principal-in-charge, and APP's engineering and document preparation staff resources.Our familiarity with the state revolving loan processes,the SWRCB staff, and the schedule requirements;will assist the City in successfully obtaining one or more SWRCB state revolving fund loans. Ms. Shoja, PE is a former City Engineer/Assistant Director of Public Works who brings more than 25 years of municipal engineering responsible for budgeting,and management of Capital Improvement Programs and special projects, fund administration and formation and administration of various types of assessment districts.She has extensive experience in securing and managing various federal, state and local funds and bond measures including more than $57million in state revolving fund loans for various capital improvement projects for the City of Vista. Anderson Penna Partners, Inc.was selected by South Coast Water District(SCWD) in 2013 by responding to the Request for Proposal from the District. Sudi Shoja was the Project Manager that was responsible for submittal of the SRF application for the $102million that was approved in record time and received no corrections. Anderson Penna Partners,Inc. has since been selected as the Grant Assistance Consultant for the District. Ms. Lucero assisted the City of La Canada Flintridge in obtaining three SRF loans, of which the City utilized two of these loans to fund more than $60 million in sewer improvements.The third loan was approved, but property owners in the City did not support the assessment district that was going to be used to repay the loan. The undersigned is the contact person for City correspondence and contracting: Angelique M. Lucero, Principal AndersonPenna Partners, Inc. 3737 Birch Street,Suite 250, Newport Beach, CA 92660 Business Ph:(949)428-1500 Cell Ph:(714) 504-2753 Fax: (949) 258-5053 email: aluceroPanduen.com 3737 f3 i.rc4,,Sfret*, Sfe-250 • NZvvr,,i -f3&", OA 92660 v✓w-w-av�dyi Lw ' PHN 949 428 3.500 • FAX 949 258 5053 City of Palm Springs March 5,2015 ANDERSON•PENNA Page 2 . RARTNEwe IN PROJECT DEL4VEa.. AndersonPenna and its principals have no interest, ownership, nor have they received or anticipate to receive any remuneration of any type from any manufaturer,supplier or distributor which may be recommended on the Project. We look forward to meeting with you to develop a specific scope of work that meets the City's needs for funding projects through the Clean Water State Revolving Fund, and answering any questions you may have about our proposal. Sincerely, AndersonPenna Partners, Inc. C e Angeli ue . Lucero, Principal ANDERSON • PENNA PARTNERS IN PROJECT DELIVERY • Contents ExecutiveSummary .....................................................................................................................................1 KeyIssues................................................................................................................................................1 KeyStaff Assignments..............................................................................................................................1 AndersonPenna Partners, Inc.—Background.............................................................................................2 ProjectApproach.........................................................................................................................................2 Scopeof Work.............................................................................................................................................4 EstimatedProject Schedule..........................................................................................................................5 KeyPersonnel..............................................................................................................................................5 RelevantExperience..................................................................................................................................12 References............................................................................................................................................15 OrganizationalStructure..............................................................................................................................6 Level of Effort..................................................................................................Error!Bookmark not defined. i � F 1A, Proposal for State Revolving Fund Assistance . .�,. : City of Palm Springs •a e.1` Executive Summary The City of Palm Springs is interested in obtaining low-interest rate funding for rehabilitation of its 10.9 MGD Wastewater Treatment Plant. It is our understanding that the City could potentially want to pursue the estimated$55 million that is required to complete the Capital Improvement Plan for the plant that the City Council approved April 21, 2010. The SWRCB offers Clean Water State Revolving Fund 'A`= (CWSRF loans with a30 year repayment eriod that IA , A rmi'• ) YP nwraw..ano-••...+a• begins one year after construction is certified ❑ ❑ w, complete.The loans have fixed interest rates equal to one-half the rate of the latest state general obligation bond.The City would like assistance in applying for the loan. This would include getting the project on the CWSRF Pro ram's Project Priority list, prepann loan applications and attachments, and coordinating with SWRCB Division of Financial Assistance staff to secure the SRF loan,implement the funding agreement, and administer the reimbursement ❑ ❑ ❑ en.M.a.l4 Ww. process. Key Issues ---- -- i • Immediate submission of available documents, especially environmental documents because of the long review lead figured.The nndersonpennit staff assigned to tb is project have time. successfully completed Clean Water SRF loans.Our track record, staff augmentation background, and familiarity with the latest • Identification of any non-eligible costs(e.g., SWRCB procedures and issues provides the City with the certain right of way acquisition costs, expertise necessary to complete its first SRF loan,and establish contingencies and decorative items, and appropriate procedures For future project loans. potentially equipment that is not American made).We will do our very best to use all the allowable processes to get the City of Palm Spring pre-purchased equipment qualified for inclusion in SRF loan. • Coordination of the required credit and legal review. Key Staff Assignments • Sudi Shoja, PE,Project Manager has extensive experience in securing and managing various federal, state and local funds and bond measures, including:State Revolving Funds(SRF), FTA New Start, Highway Rail Crossing Safety Account(HRCSA),Community Development Block Grant(CDBG), Highway Safety Improvement Program (HSIP), Bicycle Transportation Account(BTA), High Priority Projects(HPP),Transportation community and System Preservation (TCSP), Recycled Asphalt Concrete(RAC), Local Tax Measures and various Propositions, FEMA, Cal-EMA, and numerous other grants from regional agencies. • Angel Lucero, Principal-in-charge has 28 years of experience in municipal funding experience including securing state revolving fund loans through the SWRCB, railroad infrastructure funding 1 ) PaF, e ANDERSONTENNA Proposal for State Revolving Fund Assistance City of Palm Springs 4b,eM`� through the Federal Railroad Administration,transportation funding through the California Transportation Commission, and a variety of assessment district and Mello-Roos district formations. Additional Support Staff.As necessary,AndersonPenna's engineering and administrative staff will assist in the compilation and submittal of documents. Debby Cobb will assist with compiling and submitting the various application pieces.With a staff of more than 60 people,AndersonPenna has sufficient depth of resources to ensure a timely completion of the funding application.The resume of Dennis Jue, PE is included for information, although based on the scope outlined, it is not anticipated that Dennis will be involved in this project. Through the use of highly experienced staff,AndersonPenna provides the needed expertise and knowledge to complete these services in the most cost effective way. AndersonPenna Partners, Inc. - Background AndersonPenna Partners, Inc. (APP)specializes in project delivery for local and regional public agencies and transportation authorities throughout the United States,with an emphasis on practical, experienced and cost effective solutions. Our team of professionals provides civil engineering planning and design, construction oversight and inspection, project and construction management,and grant applications and management. Our clients range from various cities and counties to railroads, transportation agencies and special districts. APP also provides staff augmentation for public works and planning departments, administration of federally funded projects, and peer plan review/plan check services. We are a California S-Corporation that has been in business since 2005, and are a woman-owned DBE r,, +y W, �1 a and Certified SBE.Work forthis projectwill be performed out of our headquarters in Newport Frmall firm focus Beach,CA.We have more than 60 employees S on mer Committed to operating out of Southern California, as well as b�, getting the job firm done right supporting several satellite and/or project/client resources APP offices for several field operations employees. By L., StM119ths design,our staff is comprised of professionals with extensive experience working directly for public agencies. ing whis Staff:th Our familiarity and know-how gained by working our c1lemb; for substantial dfff�ct 1p. ioutatiodinit pr*d municipal ser vices side-by-side with local and regional agency staff, in k "my experience developing collaborative relationships with community and business stakeholders, and by partnering effectively with state and federal regulatory agencies, delivers successfully completed projects and services,well-managed budgets, and thoroughly satisfied stakeholders and clients. APP tailors its management approach to carefully monitor program effectiveness,and closely track work quality, quantity,and cost. Delivering projects under aggressive schedules requires careful management, administration,and oversight of project development teams from inception to completion with committed, complete ownership of all aspects- 2 1 P ANDERSONTENNA Proposal for State Revolving Fund Assistance City of Palm Springs ,rand Project Approach The primary issues that will need to be addressed revolve around schedule and coordination. Three key submittals will be required to be approved by both the City of Palm Springs and the SWRCB: Financial, Environmental and Technical. In our experience, review times can span several months. The City of Palm Springs may proceed with construction without the approval, but any construction costs incurred prior to the preliminary approval will not be eligible for reimbursement. APP's Project Manager Sudi Shoja,PE is the ideal candidate to shepherd the documents through both agencies' approval processes.Consistent contactwith SWRCB staff is required to ensure that documents receive timely attention, and that all necessary documents and supporting documents are supplied as quickly as possible. In our experience, one to three trips to Sacramento to meet face-to-face with staff materially expedites processing. We would be available to support the City of Palm Springs with these meetings in the event the schedule appears to drawing out. Our approach to the SRF application will be to immediately become familiar with all available documentation and contact the SWRCB to register the project and discuss the project with the SWRCB assigned project manager. Sudi will arrange a kick off meeting and will review all the information that the City has put together. Her first task will be to compile the Environmental submittal information.This submittal has the longest review period and we highly recommend that this be the top priority for the project team. Immediately following the submittal of the Environmental package,the Financial Package and the Technical Package will be prepared for the financing team's review. Sudi will be in direct communication with the City offices such as the Finance and Administration, and Legal and Engineering departments.As the Project Manager, Sudi will make sure that City reviews all the application sections before submittal and that all the submittals meet and exceed the requirements. Such will be responsible for day-to-day contact with SWRCB staff.As questions arise,she will coordinate with the appropriate project team member to prepare a timely response. Every effort will be made to meet the City's schedule. Certain City Council Resolutions will need to accompany the submittals, and Sudi will work with the City's representatives to prepare these resolutions, and will work with City staff to prepare any necessary staff memorandums. Once approvals are received,Sudi will work with City staff to finalize the financing agreement. It is critical that the not-to-exceed fee in the agreement fully addresses contingencies, because under no circumstances will the loan payout in excess of the not-to-exceed fee. As construction begins,Sudi will assist the City in requesting reimbursements, and in establishing the necessary Funds to account for the proceeds. 31Pa ;; P ANDERSON TENNA Proposal for State Revolving Fund Assistance -: City of Palm Springs Vorod`� Scope of Work A Clean Water SRF loan requires a great deal of coordination with the project's engineers,finance staff, and legal counsel in order to obtain the necessary information to supply to SWRCB staff.There are many individual pieces that will need to be prepared and compiled, including the items in Figure 2 below,which are attachments to the four page application. Title of Attachment The assigned project team is Project Description experienced with working with large Estimated Annual Disbursement Schedule teams to obtain the varied Sources of Funds for Capital Costs information, and will produce a quality Legal Authority loan application that the City of Palm Application and Authorization Resolution Springs will be pleased to submit to Water Rights determination from the Division of Water Rights the SWRCB. Project Report and/or Facilities Planning Document Environmental Documents It is important that the City Credit Review Package understands that the SWSRF process Project Schedule has recently been streamlined, but still Regional Board Requirements(Waste Discharge Requirements) generally takes 6-9 months to Applicant's Authority on Property Access to Construct Project complete.We will make every effort to Real Property Acquisition seamlessly deliver each step in order Agreements with Other Parties to have a signed funding agreement Tax Questionnaire that meets the City's desired Water Conservation Plan construction schedule. The City may Urban Water Management Plan (if required) incur eligible equipment procurement Dedicated Source of Revenue and construction costs prior to Certification of Compliance With Federal Laws and Authorities execution of a financing agreement, Reimbursement Resolution General Plan Certification butit will be at theirown risk. Schedule of System Obligations(SSO) Package Equipment procurement generally has less risk, and will be a priority Figure 2. Attachments required as part of application. A broad range of information is required to be gathered, compiled and submitted. discussion item with SWRCB staff. In AndersonPenna is experienced with wax king as part of a large team under addition, the engineering team should schedule constraints. be informed if this approach is used in order to incorporate any schedule issues into the bid documents. Another alternative is to include the concept of refinancing in the application. If for instance, the project team determines that some form of bridge financing could be used,the CWSRF loan can be used to refinance that debt. The schedule in Figure 3 below outlines key steps in the application process based on our understanding that a majority of the environmental documentation process has been prepared and is ready for processing. q ) Par. ANDERSON. PENNA Proposal for State Revolving Fund Assistance City of Palm Springs Estimated Project Schedule fTo be Refined with City Staf Description Estimated Date Responsible Party 2 Notice to Proceed to AndersonPenna 04/06/2015 City 3 General Application Submittal 04/15/2015 Sudi Shoja, PE 3 City Council Meeting—Approve SRF Resolution designating 5/06/2015 City an authorized representative and stating intention to use State Revolving Funds to fund the project 4 Environmental Submittal 05/11/2015 Sudi Shoja, PE/Project Team 5 Technical Submittal 06/15/2015 Sudi Shoja, PE/City staff 6 Financial Submittal 06/17/2015 Sudi Shoja, PE/ Engineer/City staff 7 City Council Meeting 06/17/2015 Finance Director/ Commit revenue source to repayment of SWRCB loan Counsel 8 Execute Funding Commitment and Installment Sales 10/31/2015 SWRCB/City Agreement 9 1't Disbursement Request to SWRCB 11/15/2015 City or SWRCB Coordinator 10 1"Disbursement to City 12/31/2015 SWRCB 11 End Construction TBD Contractor/City 12 Regular Disbursement Requests and quarterly reports TBD SWRCB submitted through construction up to limos. after complete Coordinator/City 17 Final Project Inspection (within one year of initiating TBD SWRCB operation) 18 Project Performance Report and Certification (certify project TBD City meets established performance standards) 19 Project Closeout/Finalize loan repayment schedule TBD City/SWRCB Coordinator/SWRCB 20 Begin Loan Repayment(20 years) TBD City Figure 3.Draft schedule for implementing a C WSRF loan for the City of Palm Springs. Key Personnel As Project Manager, Such Shoja, PE will be primary point of contact to the City of Palm Springs and financing/engineering team for the Wastewater Treatment Plan Rehabilitation project SRF application. She will personally oversee this project and any additional contract work that APP performs for the City. In this capacity,she will work with City staff to establish a schedule and scope of work that is likely to include the activities listed in the Proposal's Attachment A Scope of Services,as well as assistance with various resolutions that will need to be considered by City Council as part of initiating the SRF process. She will also be personally responsible for compiling the loan application for the City's approval, see Figure 3. 5 /i ANDERSON TENNA •� Proposal for State Revolving Fund Assistance City of Palm Springs Organizational Structure %pplM S O \'C4<fFOaH�p�� Project Manager Angel Lucero Princi•. Quality DennisDebby Cobb SupportAdministrative Support Engineering (optional support) Resumes Following are resumes of key staff. 61Va � e ANDERSON PENNA TN Proposal for State Revolving Fund Assistance J. : City of Palm Springs Sudi Shoja, PE, F. ASCE Project Manager As a former City Engineer/Assistant Director of Public Works Sudi brings more than 25 years of municipal engineering responsibility Education for budgeting, and management of Capital Improvement M.S.Civil Engineering Programs and special projects, Fund Administration and CA PE g42958 formation and administration of various types of assessment Professional Affiliations districts. She is considered one of the most innovative in securing American society of Civil grants and has providing advice and resources for various Engineers-Fellow Member agencies.The 2012 grant applications submitted on behalf of the American Public Works Association County of Orange was considered one of the best written grants —Chapter chair for Emergency and posted on FHWA website as an example. Her administration Management Committee skills have ensured successful audits of all grants managed in her orange County Disabilities and tenor. Access and Functional Needs Working Group She has an extensive experience in securing and managing Sheriff Hutchen's Community various federal,state and local funds and bond measures. Advisory Council Following are some of the transportation grants she successfully Laguna Niguel Citizen Emergency secured for various agencies: FTA New Start, Highway Rail Response Team Crossing Safety Account (HRCSA), Community Development Block Years of Experience Grant(CDBG), Highway Safety Improvement Program (HSIP), Bicycle Transportation Account(BTA), High Priority Projects Entered the profession in 1988 (HPP),Transportation community and System Preservation (TCSP), Recycled Asphalt Concrete (RAC), Local Tax Measures and various Propositions, State Revolving Funds(SRF), FEMA, Cal-EMA, and numerous other grants from regional agencies. Sudi has also been very successful in obtaining grant funding for environmental, creek and trail restoration projects from various funding sources. Sudi has a lot of experience in many different grants such as Grade Separation and grants for Emergency Preparedness including FEMA, Cal-EMA and those through private foundations and organizations. Moreover,she has also held numerous leadership positions with professional associations and philanthropic organizations. RELEVANT EXPERIENCE Clean Water Act State Revolving Fund Loan South Coast Water District,Laguna Beach, CA.Project manager responsible for preparing loan application materials for the District's Tunnel Rehabilitation and Replacement Project.Assisting staff with the preparation of environmental, project and financial packages to secure a $102-million Clean Water Act state revolving fund loan from the State Water Resources Control Board. South Coast Water District,Laguna Beach,CA. Providing on-call grant tracking and grant writing support for the District. Currently have two grant applications pending, and tracking several upcoming grant releases including November 2014 Proposition No. 1 opportunities. Municipal Engineering,City of Vista,CA. City Engineer/Assistant Director of Public Works responsible for the budgeting,scheduling and implementation of the annual $60 million Vista CIP program with a staff of 25. ANDERSONTENNA �$. Proposal for State Revolving Fund Assistance : City of Palm Springs Successfully secured multiple annual grants to fund CIP projects and other projects that resulted in conversion of staff charges from general funds to enterprise funds. • Part of the management team overseeing$110 million of sewer system improvements,including a successful rate increase process, design,construction and maintenance of the system. Secured$26M in State Revolving Funds (SRF)for 14 projects and submitted for additional $31ML SRF applications before departure from the City.This resulted in abandoning the bond option and pursuing the SRF loan options for the entire program.This translated to substantial savings for the City.Sudi worked directly with State staff to process the applications, establish City's financial capacity for loan repayment, and meet and discuss the project to expedite the process. • Member of the leadership management team responsible for development of a successful ballet measure for 1/2cent tax increase that resulted in a$100ML bond measure towards construction of a new city hall,two fire stations and a park complex • Responsible for formation and administration of all aspects of various assessment districts including coordination of the process with various city and outside stakeholders including financial advisors and bond council, holding community meetings and council presentations to provide methodology, cost estimates,contributions, and engineering reports,design and construction of all work. • Responsible for management of all right-of-way acquisitions within assessment districts and for all capital improvement projects, negotiations and settlements. • Responsible for daily activities of Design and Contract Administration, Construction Management of CIP and sewer program, Right-of Way Division,Storm Water,and Traffic Engineering. Municipal Engineering,City of Santa Ana,CA. Managed complex projects from conceptual planning to project completion. • Actively involved in the planning and development of CIP and grant application process. • Established a financial reporting system for tracking budget,grant funding and staff time. • Supervised the staff effort that led to the recovery of$2 million of City funds and earned an Exceptional Quality Service Award. • Responsible for process improvement and implementation of liability prevention and customer service measures. • Responsible for the development of the Public Works component of the Santa Ana Property Information Network(SAPIN)and supervised the department's internal database systems. • Agency liaison to Historical Resources commission and Santa Ana Unified School District. • Recommended and implemented staff cross-training program to achieve improved customer service. • Established the Omnibus contract procedure to maximize construction funding and scheduling of public improvements. R ( P ,ige \ ANDERSON TENNA Proposal for State Revolving Fund Assistance City of Palm Springs Angelique M. Lucero Principal-in-charge Ms. Lucero brings over 29 years of experience in finance, public works funding, assessment district formation and administration, grant Education management, project management, and project administrative BS/1984/Business,Finance/ support to local agencies. Ms. Lucero has been Chief Financial Officer California State University at Long for AndersonPenna Partners since its inception in 2005. Her Beach responsibilities include management of financial statements and Professional Affiliations accounting; banking arrangements; insurance, IT and employee benefit procurement; human resources and proposal American Railway Engineering and Maintenance-of-Way Association man agem ent/preparati on. (AREMA) In addition, Ms. Lucero has assisted more than 70 public agencies and American Short Line and Regional private interests in preparation of assessment engineering and Mello- Railroad Association(ASLRRA) Roos community facilities district documentation, ongoing Women Transportation Seminar administration of assessment districts and CFD's, coordinating state Years of Experience and federal grant applications and the ongoing administration of Entered the profession in 1984 funds received, and support in the development of short and long- term capital improvement programs. Her resume also includes the preparation of fee and rate studies, as well as the formation and administration local improvement districts in California, Nevada and Arizona. Ms. Lucero has been responsible for overseeing environmental compliance and permitting, preparing race neutral and race conscious Disadvantaged Business Enterprise documentation for public agencies,and policy procedure manuals. RELEVANT EXPERIENCE South Coast Water District, Laguna Beach,CA. Principal-in-charge for the preparation and management of a $102 million SRF loan application for the Beach Interceptor Sewer Tunnel located between Three Arch Bay and Aliso Creek Beach. South Coast Water District,Laguna Beach,CA. Providing on-call grant tracking and grant writing support for the District. Currently have two grant applications pending, and tracking several upcoming grant releases including November 2014 Proposition No. 1 opportunities. City of La Canada Flintridge,CA,State Water Resources Control Board State Revolving Fund Loans: Project Manager responsible for preparing necessary documentation to obtain three loan commitments through the State Revolving Fund administered by the State Water Resources Control Board.The funds are being used to construct$60 million in sewer line improvements in the City, with another loan request of at least$40 million scheduled to occur in 2009. Angel has been responsible for working closely with City Council and the engineering and financing teams in order to complete the necessary loan packages which include: • Exploring economic stimulus opportunities with SWRCB • Assisting the special resolutions, project reports detailing project alternatives and cost estimates, compiling environmental,financial and legal documentation, and numerous tables • Revenue strategies 9 ( FaF. ` ANDERSON TENNA A Proposal for State Revolving Fund Assistance City of Palm Springs VI,10lM! • Setting up and attending meetings with SWRCB staff and City Council members, and presentations to City Council and property owners • Preparing and implementing public outreach programs for the first two project areas. North Coast Railroad Authority:As NCRA's on-call planner and financial consultant,responsible for completing special projects including: • Exploring economic stimulus opportunities and preparing TIGER, ISTEA, and SAFETEA-LU reauthorization grant applications. • Compiling and processing an application with the Federal Railroad Administration for a Railroad Rehabilitation Infrastructure Financing loan. • TCRP grant applications to program more than $40 million, including meeting with Caltrans District and Headquarters and California Transportation Commission staff. • Project administration including the invoice review,scheduling,financial modeling for a$40 million rehabilitation program. • Preparing their first Disadvantaged Business Enterprise Program documentation. • Preparing a Policies and Procedures Manual to incorporate state and federal regulations. • Coordinating information and drafting/finalizing NCRA's strategic plan and subsequent updates • As an extension of staff,managing the environmental assessment process including the release of an extensive Environmental Impact Report for a four-county area. City of Irvine On-call Consulting: Responsible for administering the day-to-day activities of the City's capital facilities funding program as an extension of city staff. Responsibilities include: • Staff report preparation and coordination with departments. • Coordination with the City's financing team including public works and finance staff,attorneys, underwriters,financial advisors, appraisers, and economists to address specific issues,changes,and formations of the city's 16 assessment districts and community facilities districts. • Being in City Hall to answer questions and address specific needs. • Working closely with City staff to keep them informed of pertinent issues including the preparation of multiple financing schedules,recordation and noticing requirements, and financial documentation 10 j c /i ANDERSONTENNA : '. Proposal for State Revolving Fund Assistance City of Palm Springs Deborah L. Cobb Administrative Support Ms. Cobb has more than 20 years of project management Project Experience experience in the disciplines of civil engineering, contract • City of Beaumont, Fairway Canyon administration, and public financing of special financing districts. • City of Bellflower,West Branch Expertise includes the formation and annual administration of Greenway Landscaping districts to fund public works infrastructure. Ms. Cobb has , City of Bellflower,Eucalyptus Multi- successfully assisted over 50 public agencies with the formation of Family Improvement District districts in order to fund the construction and maintenance of improvements in their communities. Ms. Cobb assists agencies • City of Brea, Master Plan Water acquire infrastructure funded by the Districts by reviewing Improvements developer reimbursement submittals in adherence to the funding • City of Calabasas, Landscape and acquisition agreements. Maintenance District Nos. 22,24,27,32 • City of Cathedral City, Rio Vista Ms. Cobb's responsibilities include preparation of engineer's , City of Chino,College Park reports, Proposition 218 assessment balloting, and annual levy submittal to the County Auditor-Controller in compliance with • City of Fountain Valley, 15 Year CIP government codes. After the district has formed, Ms. Cobb provides Planning and Design—Sewer Facilities district administration services to support public agencies acquire • City of Fullerton,Amerige Heights the infrastructure. She has substantial experience with the following • Eastern Municipal Water District, services: maintaining document control systems, State public works McSweeny Farms bidding procedures and contract law, prevailing wage labor • City of Highland,Street and Drainage compliance, tracking project schedules and budgets, coordinating Maintenance submittals to cities/counties, assisting with permits and inspections, • City of Indio,Terra Lago attending construction meetings,reviewing monthly invoices change order eligibility, lien releases, confirming public agency acceptance • City of Irvine and The Irvine Company, of infrastructure through as-builts and certification of quantities and Stonegate,Shady Canyon,quail Hill costs, reviewing developer reimbursement request submittals and • City of Newport Beach,Underground coordinating the acquisition by a public agency of public Utilities Assessment Districts infrastructure. • City of San Clemente, Laing Forster Ranch RELEVANT EXPERIENCE • City of Victorville,West Creek South Coast Water District, Laguna Beach, CA. Support for the • City of West Covina,Landscape preparation and management of a $102 million SRF loan application Maintenance Districts Nos.4 and 7 for the Beach Interceptor Sewer Tunnel located between Three Arch • Cities of Yorba Linda,Irwindale, and Bay and Aliso Creek Beach. West Covina,Sewer Maintenance Fees City of Irvine Acquisition Project Oversight/Reimbursement: Since • City of Yucaipa,Chapman Ave 2003, Ms. Cobb has reviewed over two hundred developer Education reimbursements, and recommended the City acquire infrastructure BS/1986/Civil Engineering,California State valued over $150,000,000, constructed by developers, and financed University at Long Beach by district bond proceeds. Years of Experience City of Fountain Valley IS Year Sewer CIP Phase 1 Planning and Entered the profession in 1988 Phase 2 Design: Responsible for the CIP Year 2 planning report compilation, utility research and coordination, contract administration and document control for the Phase 2 Design of the projects. The Year 2 CIP projects include a total of 19 segments scattered throughout the City's service area. 11 � ANDDEEERSON • PENNA way . ;' Proposal for State Revolving Fund Assistance . .,y. . City of Palm Springs Gnwn"� Dennis H. Jue, PE, TE Senior Program Manager/City Engineer Dennis Hue, PE,TE brings over40 years of experience in municipal engineering program management having worked for Education both public and private employers. His experience is in city 65/1973/BS Civil Engineering,Loyola , engineering,traffic engineering and public works inspection Marymount University, Los Angeles includes planning, directing, coordinating and administering the operations, maintenance and construction activities of Public Professional Registrations Works Departments. 1983/PE/CA#36672 His public sector employment consisted of positions in the Cities 1981/TE/CA#1180 of Seal Beach and Inglewood. Professional Affiliations American Public Works Association • In Seal Beach he was the Public Works Director and City American Society of Civil Engineers Engineer, and was responsible for the operations, years of Experience maintenance and construction activities of the Public Works Department. He also served as chief engineer of Entered the profession in 197D the city in planning and directing the design and construction of public improvements.The Public Works Department was a full service department and included administration, engineering,streets,storm drains, parks,automotive maintenance,water and sewer, building maintenance, transportation, beach and pier maintenance and special activities. Annual budget was$5.7 million with a capital outlay of$1 million. Staff was comprised of 43 full-time and seven seasonal employees. • In Inglewood, he was an associate transportation engineer responsible for managing the City's Transportation CIP and operating the City's computerized traffic signal control system. His private sector experience includes appointment as contract city engineer and deputy city engineer for several Orange County cities. Responsibilities include overseeing city engineering functions including city engineering,traffic engineering and public works inspection and plan checking. In this role, he has managed numerous capital improvement projects from concept to ribbon cutting, including managing design and construction management consultants, coordinating with Caltrans and other resource agencies, processing contracts,change orders and correspondence, and preparing necessary staff reports for department and city council presentations. He is adept in local, state and federal funding requirements and processes,grant preparation, environmental compliance, and the paperwork required at various phases of the project design and construction. He has also served as assessment engineer for new developments and for underground districts. RELEVANT EXPERIENCE On-call Funding Support Services Project Manager,City of Rancho Santa Margarita,CA. Responsible for preparing,coordinating and submitting documentation required to obtain and process Caltrans federal funding including coordination with other City consultants and City staff and OCTA and Caltrans staff in order to fully process applications and administration. On-Call Engineering Services,City of Lake Forest,CA.Project manager responsible for overseeing public works staff assigned to the City for engineering, plan check and construction management and inspection services. In addition, Dennis has filled vacant positions on an interim basis and provided City Council and Planning Commission meeting support,attendance at staff and/or community meetings,analysis of City's 12 i i; � \ ANDDERSON TENNA b+n y Proposal for State Revolving Fund Assistance City of Palm Springs needs and the preparation of short and long-term CIP recommendations, review of planning programs and land development controls, regulation and ordinance recommendations pertaining to engineering matters, coordination with other agencies and utility companies on engineering matters, assist with RFP development and the candidate selection process,provide advice regarding funding availability and the completion of grant applications, assistance in the preparation of the City's operational budget,and the preparation of general correspondence and staff reports. Consulting Program Manager,City of Tustin,CA. Provided assistance in coordinating the design, right-of-way acquisition and construction management of the City's major capital improvement program. Projects included major arterial street widening, extension of arterial streets, a new on and off ramp with the SR-55 Freeway, and a new 17-acre community park. Provided assistance for seven projects that required the partial acquisition of 35 properties with a total construction value of over$75 million. • Construction of and right-of-way acquisition for the Newport Avenue/SR-55 ramp reconfiguration project • Construction of Valencia Avenue/Armstrong Avenue,the backbone infrastructure at Tustin Legacy • Design administration for the Newport Avenue Extension/Grade Separation Project Phase II • Design administration for the Red Hill Avenue Grade Separation Project at the OCTA/SCRRA Railway Project Management,City of Newport Beach,CA.Project manager responsible for overseeing building and safety plan check for the new Civic Center project as well as the building inspection of the Civic Center that includes a new city hall, council chambers, parking structure, and expansion of an existing library. Alley Rehabilitation Project,City of Laguna Beach,CA. Responsible as the City's representative to provide project and construction management for the rehabilitation of 14 alleys. Cities of Dana Point, Lake Forest,and Seal Beach Contract Services,CA. Directly responsible for planning, directing,coordinating and administering the City Engineering/Capital Improvement functions for all three cities. This included a total annual allocation of$8 million in capital improvements,extensive development review,managing public works maintenance functions, attending/making presentations at City Council meetings and coordinating department responsibilities with adjoiningwater,sanitary and other special districts. Assessment District No. 10-23(Planning Area 18),City of Irvine,CA.Assessment engineer for this district funding of$32 million in capital improvements including SR-133 widening, Lake Forest Drive extension, and utilities for a 750 unit development. White Avenue Construction Support Services,City of Pomona, CA.Responsible as the City's representative to manage the construction management consultant and processes for this ARRA funded project to rehabilitate three miles of White Avenue. Anaheim Street Rehabilitation and Reconstruction Project,Port of Long Beach,CA.Funding program manager responsible for developing a funding strategy and subsequent funding applications for this roadway project. Funding options being explored include grant funding from the Los Angeles County Metropolitan Transportation Agency(LACMTA), and through the State of California Proposition 16, and Proposition 42 programs. 131 F - ; r � \ ANDERSONTENNA Proposal for State Revolving Fund Assistance ' r w City of Palm Springs Relevant Experience Following is APP's staff experience of completing projects similar in nature in the last seven years: Agency Project Funded Funding Value Mechanism South Coast Water District Tunnel Rehabilitation and Clean Water SRF $102 million Michele Collins, Contracts Officer Replacement Project City of Vista 14 projects as identified in Sewer Clean Water SRF $26 million Larry Pierce, Former Public Works Master Plan Director(Retired) (760)525-8651 City of Vista Application submittal for 5 Clean Water SRF $31 million Larry Pierce, Former Public Works additional projects identified in Director(Retired) (760)525-8651 the master plan City of La Canada Flintridge Sewer Master Planning Areas 3A Clean Water SRF $27 million Mark Alexander, City Manager and 3B (818) 790-8880 City of La Canada Flintridge Sewer Master Planning Areas 5A Clean Water SRF $40 million' Mark Alexander, City Manager and 56 (818) 790-8880 City of Lake Forest Applications for various traffic Active $700, 000 Tom Wheeler, PE, Public Works calming and safe routes to Transpiration Director, (949)461-3480 school Grant City of Vista EPA Grant Application for Proposition 84 $1.5 million Larry Pierce, Former Public Detention Basin and Creek Works Director(Retired) restoration projects (760)525-8651 City of Newport Beach Emergency Management FEMA/Cal EMA $9 million County of Orange various grants for street Various funding $4.5 million improvement and recycled sources pavement City of Rancho Santa Margarita Storm Damage to Antonio Federal Highway $15 million Ehab Maximous, PE, City Engineer Parkway, Pavement Replacement, Administration/ (949) 635-1805 Intersection Improvements and Caltrans Bridge Projects City of Tustin Design,R/W acquisition and Regional Agency, $75 million Doug Stack, PE, Public Works construction management of the Measure M Funds Director major capital improvement (714) 573-3150 program. Projects included major arterial street widening and extension, new on-and off-ramps to the SR-55, and a new 17-acre community park. TOTAL $124 million 'Funding approved by SWRCB, property owners did not approve assessment district. 141PaNe. � \ ANDDERSONTENNA . Proposal for State Revolving Fund Assistance City of Palm Springs References South Coast Water District Michele Collins (949)499-4555 City of Vista Larry Pierce, Former Public Works Director (Retired) (760)525-8651 15 � Pap, e ANDDERSONTENNA EXHIBIT "C" SCHEDULE OF COMPENSATION Fee Proposal -State Revolving Fund Assistance With Financial Application AndersonPe nna Partne rs labor Hou rs Project Project Direct Total Task Hem PriMipal Manager Admin I Engineer Costs Hours TotalperTask Hosurlylitates 140 S 140 $ 85 $ 140 $ Tadni ProjectCoardinabor, I I Project Management/Invoicing Hours 8 12 20 1-2 Kickoff and Coordination Meetings Hours 10 60 70 SubtotalofTalkl Hours 18 72 0 0 0 90 Fee $ 2,520 S 10,080 S - $ - $ $ 12,6W To*2 Clean Water SRF Submittals 2.1 Review Existing Information Hours 2 16 18 2.2 Draft Documentation for Review Hours 2 96 12 0 110 2.3 Finalim Submittals Hours 2 15 12 0 30 24 Finalize Financing Agreement Hours Ia$ 2,0 0 9 Subtotal of Task 2 Hours 70 0 167 Feel$ 980 - $ $ 22,060 TUTALPROJECTHOURS 25 257 TOTAL PROJECTCosts S 3,S110 Tads 3 Reimbursement Processing-Optional 3.1 Initial Documentation Setup Hours 4 8 12 3.2 Reimbursement Request lEachl Hours 2 12 14 SubtotalofTask3 Hours 0 6 20 0 0 26 Tadt4 Meetirngswlth SWRCRStaein Sacramento-Optional 3.1 Preparation and Meeting Hounj 1 12 0 72 SubeMyollhadr4 I Hoursi 01 121 01 12 Other Direct Costs by Task 11 21 31 4 Printing/Reproduction 1 240 $ 240 Overnight Delivery/Messenger 1001 i 1 1 $ 100 Travel at cost $ Subtotal ODC's $ 5 340 S -1 $TSD 1 1 $ 340 TOTAL CONTRACT $ 35,000 Optional items included: Task 3 = $2,540 Task 4 = $1,680 Total Maximum Not To Exceed = $39,220 Exhibit "C" Page 1 of 1 EXHIBIT "D" SCHEDULE OF PERFORMANCE Professional services shall be provided to the City with submittal to the SWRCB of the various items for the SRF Loan application by the following dates: Description Estimated Date Noticeto Proceed to Anderson Penn a 04/06/2015 General Application Submittal 04/15/2015 City Council Meeting—Approve SRF Resolution designating 5/06/2015 an authorized representative and stating intention to use State Revolving Funds to fund the project Environmental Submittal 05/11/2015 Technical Submittal 06/15/2015 Financial Submittal 06/17/2015 City Council Meeting 06/17/2015 Commit revenue source to repayment of SWRCB loan Execute Funding Commitment and Installment Sales 10/31/2015 Agreement lst Disbursement Request to SWRCB 11/15/2015 1st Disbursement to City 12/31/2015 END OF EXHIBIT "D" Exhibit "D" A 6 g g� A- 6� q O ARD KGODWIN a . R CERTIFICATE OF LIABILITY INSURANCE DAT113/2 D 11.3 �/ /3/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on PRODUCER Nxpr_' Ames & Gough PHONE FAx HVC. No, Ex1): (703) 827-2277 (AK:,N 8300 Greensboro Drive Suite 980 ADDRESS. admin@amesgough.com McLean, VA 22102 INSURER(S) AFFORDING COVERAGE INSURERANalley Forge Insurance Company A(X INSURED INSURER S: National Fire Insurance Company Of Hartford AndersonPenna Partners, Inc. INSURER c:Continental Insurance Company A(XM 3737 Birch Street, Suite 250 INSURER D National Fire & Marine Insurance Con Newport Beach, CA 92660 -- INSURER E COVFRAr-0FS CFRTIFICATF NIIMRFR• RFVISION NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. w3R TYPE OF INSURANCE ADDL SUBR VIVID POLICY NUMBER POLICY' EFF POLICY upINSO LYE A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE ❑X OCCUR 6075640222 111/2023 1/1,2024 DAMAGE TO RENTED E 1,000,000 X MEDE)UP(Arywepenican 6 15,000 Contractual Liab. PERSONAL&ADV INJURY If 1,000,000 GENL X AGGREQATE LIMIT APPLIES PER POLICY J&y171 LOC GENERAL AGGREGATE E 2,000,000 PRODUCTS - COMP/OP AGG 2,000,000 il S OTHER I B AUTOMOBILE LIABILITY COMBINEDIINGLEIJMIT $ 1,000,000 BODILY INJURY (Peaperson) E X ANYAUTO 607SU0236 1/1/2023 1/1/2024 AUTOSONLY SCHEDULED AUTOS BODILY INJURY Per accident S g e 1 AGE E HIRED ONLY ANRROS ONEOV S C X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 15,000,000 AGGREGATE 15,000,000 EZCESS L" CWMS-MAOE 6075640270 11112023 111/2024 DIED I X RETENTIONS 10,000 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTNE OFFICERRAEMBER EXCLUDED? [NJ (Mandatory in NH) NIA 075640253 111I2023 1N12024 X PER OTN UTE EL EACH ACCIDENT E 1,000,000 EL DISEASE - EA EMPLOYEE S 1,000,000 E.L. DISEASE -POLICY LIMIT S 1,000,000 nyes desolteumer DESCRIPTION OF OPERATIONS helmv D Professional Liab. 2-EPP-306878-05 111/2023 1/1/2024 Per ClaimlAggregate 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached If more apace u mqumad) RE: All operations as performed by the named Insured. The City of Palm Springs, its officials, employees, and agents are included as additional insured with respect to General Liability and Auto Liability when required by written contract General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract Workers Compensation and General Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. Pi N O (L �O �� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI of Palm Springs J THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CityACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahquitz Canyon Way Cky Hall Palm Springs, CA 92262 Reception Desk AUTHORGED REPRESENTATIVE ACORD 25 (2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A AMES & GOUGH 2023 RE: Requesting Emails for Certificate of Insurance Distribution or Notification to Discontinue Dear Certificate Holder: Based on the trends from 2020 and 2021, several companies are transitioning into remote work on a more permanent basis. In order to maintain a successful delivery system for certificates of insurance, Ames & Gough has decided the most efficient method to be email distribution upon renewal. To ensure a timely delivery, we request that you provide an email to be added to the certificate on file. Please either write on the attached certificate of insurance with your information, OR provide the holder name, address and any project or reference numbers directly below: Insured name: Certificate holder name: Project name or reference if applicable: Email address for future delivery: Certificate is no longer needed: Return whichever form you have completed via email or fax listed below. 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