The URL can be used to link to this page

Home My WebLink About12. Approve PSAs for Temporary Planning Staffing ServicesRUM 1,4Q. T04 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: OFFICE OF ii, E. SCHINDLER, DIRECTOR OF iDEVELOPMENi�& D2019 PROFESSIONAL SERVICES AGREEMENTS FOR•'': • PLANNING STAFFING SERVICES RECOMMENDATION That the City Council approve Professional Service Agreements with Sagecrest Planning+Environmental, Willdan Engineering, and JWA Urban Consultants, Inc., for temporary professional planning staffing services and authorize the Mayor to execute said agreements. The Planning Division of the Community Development Department consists of five professional planners, who are responsible to guide the physical development of the City. Due to current staffing vacancies and a continued heavy workload, the Planning Division requires assistance in maintaining its current workload, thus requiring the assistance of temporary outside contract staff. Staff contacted eight firms to solicit proposals for planning services. The three most competitive responses received were from Sagecrest Planning+Environmental, Willdan Engineering, and JWA Urban Consultants, Inc. The three firms provide professional planning staffing to numerous municipalities and have a well-qualified roster of staff available. A breakdown of the proposed hourly rates is listed as Attachment "C". Responding to residential and business property development needs is of paramount importance in meeting the city's mission, goals, and objectives. Gaps in staffing cause delays in response times. Our goal is to fill these staffing gaps with temporary staff. City staff has successfully used this model previously, and again have a need for temporary planning staff. The duration of temporary staff is from three to six months, and is only required when there's a staff vacancy. PROFESSIONAL SERVICES AGREEMENTS FOR -+ • MARCH 26, 2019 Sagecrest Plan ning+Environmental, Willdan Engineering, and JWA Urban Consultants, Inc., each have 20 plus years experience, including extensive current and long-range planning experience, which can cover a broad range of contract planning assignments. Each provides top tier professional contract planning services such as: staff replacement or assistance; project management; and specialty project assignments. They all manage numerous municipal contracts and personnel, as well as supervising planning activities and staff with extensive experience in project management of Specific Plans, Design Guidelines, comprehensive Zoning Code Updates, amendments, and large-scale commercial and residential development entitlements. Under the Professional Service Agreements, the consultants will provide staff to temporarily fill the vacant position(s). The scope of work includes assisting the public and developers with zoning related issues, reviewing land use entitlements, and assisting permanent staff with researching complex planning issues. This will assure that city staff will be able to obtain the temporary staffing it requires to continue to provide seamless, quality service to our residents and businesses. CITY COUNCIL PRIORITIES Fiscal Responsibility Economic Vibrancy Efficiency& Adaptability FISCAL IMPACT There will be no additional financial burden to the City's General fund. The temporary contract positions will temporarily replace the existing permanent position(s). Community Development Department account number 10-4-5110-0700 includes all Planning Division contract labor costs, and will continue to be used to record the contract labor costs associated with the temporary contract positions. ATTACHMENTS Attachment A: Professional Services Agreements Attachment B: Scope of Services Attachment C` Hourly Rates CITY OF DOWNEY PROFESSIONAL SERVICES AGREEMENT WITH SAGECREST PLAN N I NG+ENVI RON MENTAL Enmanspsnm�&��2G SEIRVICES 1. PARTIES AND DATE ' This Agreement is made and entered into this 27 day of March, 2019 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and Sagecrest Planning+Environmental, LLC a California Corporation, with its principal place of business at 2400 E. Katella Avenue, Suite 800, Anaheim, CA 92806 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. Consultant desires to perform and assume responsibility for the provision of certain professional planning staffing services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence an experience in providing professional planning staffing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 66neraL8pone Consultant promises and agrees to furnish to City all labor, materials, toolsi equipment, services, and incidental and customary work necessary to fully and adequately supply the professional planning staffing ("Services")� The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 The term of this Agreement shall be from March 27, 2019 to June 30, 2022, with an option to extend the agreement for three additional one-year periods, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant. r =If- ON elwereml I ItUMMOIKU Oil r4 MWJJ61J1J$J;JJk1FJ6J. L911 HEM Attachment "A" Consultant agrees to obtain any endorsement that may be necessary to affect this w�iv�r A subrogation, but this provision applies regardless of whether or not the City has received waiver of subrogation endorsement from the insurer. I (C) AWCb4brages. Each insurance policy required by this Agreement shall be endorsed to state that: L. coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the ity, ts rectors, officials, officers, employees, agents and volunteers. 3.2.10.5 f�rimg[y �r6gp. For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers sh be excess of the Consultant's insurance and shall not be called upon to contribute with it in �-� L1] 3.2.10.10 Claims-!VladgL�� If any of the policies provide coverage on a claims -made basis: (A) The retroactive date must be shown and must be before the date of th Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this (C) if coverage is canceled, non -renewed, and not replaced with another claims made policy form with a retroactive date prior to the effective date of this Agreemen or the date work commences under this Agreement, whichever is earliest, the Consultant I must purchase extended reporting coverage for a minimum of five (5) years after completi of the Services under this Agreement. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avol injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.11 Com ensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed an amount based on the rates set forth in Exhibit "B" without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this 3.3.2 eg�htbf C6Mp&hs6tj�h. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided zince the initial commencement date, or since the start of the subsequent billing periods, as ?ppropriate, through the date of the statement. City shall, within thirty (30) days of receiving r.uch statement, review the statement and pay all approved charges thereon. 3.3.3 I`Wb�bursemeht for IEVgnse . Consultant shall not be reimbursed for 2ny expenses unless authorized in writing by City 7 3.3.4 Extra Work, At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated r, Extra Work w thout written authorization from the City Manager. 3.4.1 Maintenance and ihspptiton. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Grounds for Termination. City may, by Written notice to Consultant terminate the whi::ili:�!, or an art of this A reement at an time either for cause or Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement. The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein: Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; 8 0 Wff E409 ren M n M 0 ffl- M me 7 we 7PIRTISTIM M-11IRZKOIN ling AQ M, M-91 .-,1- 0 1 . -I - -•, into, tne Scope OT Services or Yne native ui Me r[Ujt:!L;L, dF1U Me Idlilre UT Irl X,arties to reach agreement on the compensation and schedule adjustments - necessitated by such changes. 3.5.1.2 Effect of Teaninatt in. If this Agreement is rminate•as provided herein, City may require Consultant to provide all finished or unfinished Document and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide suc I Documents and Data and other information within fifteen (15) days of the City's request. I 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 DeliVeW of'Mtj&qs;. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at suc ot er address as the respective parties may provide in writing for this purpose: am Sagecrest Plan n i ng+Environmenta 2400 E. Katella Avenue, Suite 800 Anaheim, CA 92806 Phone: (714) 783-1863 Email: astonich@sagecrest�us Aftn: Amy Vazquez, President City of Downey 11111 Brookshire Avenu Downey, California 9024 Phone: (562) 904-7286 Aftn: City Manager I City of Downey City Attorney's Office 11111 Brookshire Avenue Downey, California 90241 12 IN In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 3.6.1 Prior Apptpya! k6guited. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF DOWNEY, Sagecrest Planning+Environmental, LLC 7 California municipal corporation a California Corporation 2nd charter city /A By: By: Mayor Amy Va 0 �e Its: y President Attest.- Attest. - City Clerk Secretary Approved as to Form, Approve•as• orm.* '�Pj LTA. 0 lie, CVrt mey Legal Counsel 0119.123859 14 ExHIBIT "A" Consultant shall provide staffing for the Planning Division of the Community Deve opmen Department on an as needed basis. Consultant's assigned staff shall be available during the City's regular business hours not to exceed 40 hours per week and be capable of performing professional planning services. The following describes the general nature and scope of Work to be performe y Consultant's assigned staff under this Agreement: • Confers and provides consultative advice to architects, builders, attorneys, contractors, engineers, and the general public regarding City development policies an standards. • Receives and answers public inquiries regarding zoning, legal descriptions and other related Planning matters� either on the phone or in person over the public counter. Provides assistance to the public over the public counter. • Reviews development proposals and applications for compliance with the City's Zoning Ordinance and consistency with the General Plan. • Performs field surveys to identify problems and ensures Conformance with project conditions and development standards. • Prepares CEQA documentation to evaluate environmental impacts, • Reviews and processes land use entitlements, including the site plan reviews, conditional use permits, variance, subdivisions, General Plan amendments, and zoning code amendm- -r ' errets and applies land use, environmental quality, subdivision, and general and residential development projects with the Zoning Ordinance. • Assists with City redevelopment programs and projects. • Prepares staff reports for various zoning and subdivision applications with recommendations. • Provide other related work as approved by the Director of Community Development or his or her designee. E3= %C.ity Planner $140.00/hour Principal Planner $130.00/hour Senior Planner $110. 00/hou r Associate Planner $95.00/hour Assistant Planner $75.00/hour Planning Technician $65.00/hour Rates reflect all costs, direct and indirect, for the full term of the contract. There shall be no reimbursement for mileage, travel, or administrative services. CITY OF DOWNEY PROFESSIONAL SERVICES AGREEMENT WITH WILLDAN ENGINEERING FOR _ i • STAFFING 1. PARTIES AND DATE. This Agreement is made and entered into this 27 day of March, 2019 by and between the City of Downey, -a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and illdan Engineering, a California Corporation, with its principal place of business at 13191 Crossroads Parkway North, Suite 405 City of Industry, CA 91746 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. Consultant desires to perform and assume responsibility for the provision of certain professional planning staffing services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing professional planning staffing services to public clients, is licensed in the State of California, and is familiar with the plans of City. 3. TERMS. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional planning staffing ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 The term of this Agreement shall be from March 27, 2019 to June 30, 2022, with an option to extend the agreement for three additional one-year periods, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant. 3.2.1 Control and Payment of Subordinates Inde endent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligationsrespectingsuch additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Scope of Services set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance_ with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. The parties acknowledge that the Schedule of Services may be amended by mutual agreement due to changes in circumstances, including changes in the performance schedules of other third parties performing work for the City on the Project, which affect the timing of Consultant's performance of the Services. 3.2.3 Conformance to A ° licable Re "uire encs All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key, personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in amanner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or 2 a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Re resentative. The City hereby designates the Director of Community Development, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Salvador Lopez, Director of Planning, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care, performance of En- plo ees. Consultantshall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications andapprovalsof whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. a 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and incompliance with all applicable local, state and federal Jaws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Projector the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such lawsandregulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City,_ Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement. 3.2.10 Insurance 3.2.10.1 Time for Compliance._ Consultant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances. 3.2.10.2 Minimum Re uirements. Consultant shall, at its expense, - procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. (1) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an `occurrence basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance_ Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non -owned); and (3) Workers' Compensation Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 2503 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that Consultant has no employees. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3.2.10.3 Professional Liability (Errors & Omissions). Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: (A) Additional Insured Status. The Commercial General Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services,_ Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used). (B) Waiver of Sq!j ation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. 3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers. 3.2.10.7 Deductibles and Self -Insurance Detentions. Any deductibles or self-insured retentions must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expensesandcosts within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City. 3.2.10.8 Acce 'tabilit' of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the City. 3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement. However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. 6 3.2.10.10 Claims -Made policies. If any of the policies provide coverage on a claims -made basis: (A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement; (C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement,_ whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate_ facilities for the proper inspection and maintenance of all safety measures. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed an amount based on the rates set forth in Exhibit "B" without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. 3.3.2 payment of,,Compensation. Consultant shall submit to City a`monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager. 3.4 Accounting Records. 3.4.1 Maintenance and -Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall beclearlyidentifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (115) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement. The following reasons shall constitute"cause" for which either party may terminate this Agreement as provided herein: Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Deliver' of Notices. All notices permitted or required under this Agreement` shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: EM Willdan Engineering 13191 Crossroads Parkway North, Suite 405 City of Industry, CA 91746 Phone: (562) 364-7600 Email: SLopez@willdan.com Attn: Salvador Lopez, Director of Planning City of Downey 11111 Brookshire Avenue Downey, California 90241 Phone: (562) 904-7286 Attn: City Manager With a courtesy copy to: City of Downey City Attorney's Office 11111 Brookshire Avenue Downey, California 90241 a Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data;,Licensing of Intellectual Pro` ert This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents& Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents& Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation. 10 3.5.6 Indemnification. 3.5.6.1 General Indemnification. Except as provided in subdivision 3.5.6.2 below which is applicable to "design professionals only, Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death; in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,_ consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct. 3.5.6.2 Design Professionals. The provisions of this subdivision 3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City's officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in park, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant's performance of any task or service for or on behalf of City under this Agreement. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City's officers, officials, employees or volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant's negligence, recklessness or willful misconduct. 3.5.7 Entire A reement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.. 3.5.9 ;Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's light to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References® Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party._ Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment` Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenantor condition. No waiver, benefit, In privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiariesof any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Egual,Opportu,nily Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effector hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authorit to Enter A reement, Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement maybe executed in counterparts, each of which shall constitute one and the same instrument. N 3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 3.6.1 Prior Amoval Reg0ifed Consultant shall hot subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF DOWNEY, W1111dan Engineering, a California municipal corporation a California Corporation and charter city By: By: Mayor Salvahrl-c�pez Attest. - City Clerk Approved as to Form: -C—iwtt-o'rney 0119.123859 Its: Director of Planning Attest. secretary Approved as to Form: Legal Counsel 14 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide staffing for the Planning Division of the Community Development Department on an as needed basis. Consultant's assigned staff shall be available during the City's regular business hours not to exceed 40 hours per week and be capable of performing professional planning services. The following describes the general nature and scope of work to be performed by Consultant's assigned staff under this Agreement: • Confers and provides consultative advice to architects, builders, attorneys, contractors, engineers, and the general public regarding City development policies and standards. • Receives and answers public inquiries regarding zoning, legal descriptions and other related Planning matters, either on the phone or in person over the public counter. • Provides assistance to the public over the public counter. • Reviews development proposals and applications for compliance with the City's Zoning Ordinance and consistency with the General Plan. • Performs field surveys to identify problems and ensures conformance with project conditions and development standards. • Prepares CEQA documentation to evaluate environmental impacts • Reviews and processes land use entitlements, including the site plan reviews, conditional use permits, variance, subdivisions, General Plan amendments, and zoning code amendments. • Interprets and applies land use, environmental quality, subdivision, and general and residential development projects with the Zoning Ordinance. • Assists with City redevelopment programs and projects. • Prepares staff reports for various zoning and subdivision applications with recommendations. • Provide other related work as approved by the Director of Community Development or his or her designee. III,; Z 1: City Planner $160.00/hour •, Planner $140.00/ho Senior Planner $130.00/hour Associate Planner $115.00/hour Assistant Planner $105.00/hour • Technician $90.00/hour Rates reflect all costs, direct and indirect, for the full term of the contract. There shall be no reimbursement for mileage, travel, or administrative services. CITY OF DOWNEY PROFESSIONAL SERVICES AGREEMENT WITH JWA URBAN CONSULTANTS, INC. 1. PARTIES •r This Agreement is made and entered into this 27 day of March, 2019 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and JWA Urban Consultants, Inc., a California Corporation, with its principal place of business at 609 Deep Valley Drive, Suite #200, Rolling Hills Estates, CA 90274 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. FXNERMTrm Consultant desires to perform and assume responsi ility r t e provision o ce ain professional planning staffing services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing professional planning staffing services to public clients, is licensed in the State of California, and is famar with the plans of City. 3.1.1 onsultant promises and agrees to furnis to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional planning staffing ("Services")� The Services are more particularly described in Exhibit "A" attached hereto and incorporate herein by reference. All Services shall be subject to, and performed in accordance with, thil- Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. I 3.1.2 The term of this Agreement shall be from March 27, 2019 to June 30, 2022, with an option to extend the agreement for three additional one-year periods, unless earlier terminated as provided herein. Consultant shall complete the Services within the ter of this Agreement, and shall meet any other established schedules and deadlines. The te of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant. I TRY. I -T I r-frA (aii-ATIED-21 IP -11,1r -M I M 111:14 1 leis KIM; I I Lowsp4rt -to MINT; -1:11TIld &%. _Jc�&116111* • requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City r• shall at all times '• under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be I evallowelf] Orgirala;M I like] III I lar. 0 4 1 111;N in (@Aq I tzw- LIRIC1611 rak-�Rql MI I I IL:j guel I Imr-44m I 612111zzjflE� a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 The City hereby designates the Director of Community Development, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 • k6brekbiLt". Consultant hereby designates Jack Wong, President, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, under this Agreement. Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standatd)bf C6tg� E!6d�LMg0do of EmpIM(g&§. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 0 1 � the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requiremen s, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection With Services. If the Consultant performs any work knowing it to • contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free •. harmless, pursuant to the applicable indemnification provisions • this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules •: regulations. • violation • such laws, rules and regulations shall also constitute a material I• • this • 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances. 3.2.10.2 Minimum • Consultant shall, at its expense, to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees • subcontractors. • shall also require all • its subcontractors to procure and maintain the same insurance for the duration •' the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) bitnutit �gbop.6 �A Ib8qj��6p_e. (1) Commercial General Liability (CGQ: Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability. Insurance Services Office Form • CA 0001 covering ••- 1 (any auto) • if • • no • Code 8 (hired and 9 (non -owned); and (3) Workers' Compensation: Workers' Compensation insurance as required '• the State • California with Statutory Limits; and (4) Employer's • Insurance. (B) MihimUrh Uitits • Insurance. Consultant shall maintain limits • less than: (1) Commercial General Liability (CGL)- No less than $2,000,000 •- occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (IS1 CG 25 03 or 14or general aggregate be twice the required i Automobile Li_. No less than $2,000,000 per accident forbodily injury and property damage; and , •rkers' Compensation: W Compensation limits as required by the Labor Code of the State of California with Statutory Employer's ..ility: Employer's Liof no less than $2,000,000per accident forbodily injury or disease.• •yer's Liability coverage may be waived by - City verificationif City receives written • no employees. If the Consultant • •.•- • - ..- and/or hbihershown and/orthis subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage • - ed by the Consultant.Any . proceeds excess of the specified minimum limits of - and coverage shall be available to the 5 the City Ify virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All C��Lages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested t the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Phrilary: C6V6f6gd� For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 0104 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. 3.2.10.6 Sdb��tbb �f WgLurbdk No Sp6blaU Limftfi All insurance required by this Section shall contain standard separation of insureds provisions� In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers. 3.2.10.7 Ndqctjt!dg gnd 8atfAnsurance kbientfons Any require Consultant to provide proof of ability to pay losses and relate •nvestgatons, calm administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self-insured retention may be satisfied by either the named insured or City. 3.2.10.8 AqdqbtqbjIi!ybf Iftuterg. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A -VII, authorized to do business in California, and satisfactory to the City. 3.2.10.9 26t&Ati6tiRf ��e. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement. However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. 3.2.10 .10 Claims-MM6 �61idbs. ]f any of the policies provide coverage on a claims -made basis: (A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement; (C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant ttM-.1VMLiTdSU-M6(rtZ4 r6X4Fr&FS of the Services under this Agreement. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant sha at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffold fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities fo the proper inspection and maintenance of all safety measures. )I 3.3.1 !Qpmp2nsafion. Consultant s all receive compensa on, nc u ing authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed an amount based on the rates set forth in Exhibit "B" without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. 3.3.2 F�4jiji6jitgf CdmpSrisafion. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receivine such statement, review the statement and pay all approved charges thereon. 3.3.3 ReimbuLsg�nthr�kxgansaq. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 gM Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager. 3.4.1 Mabigggnm nd Inggedon. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such II , 'Groun&Abr •City may, by written notice to th hole or an art of this A reem nt at an time either for cause or aid abi6amr. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no urther compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement. The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein: Substantial Tailure By tne of party to perrorrn in accoM7RZF77MR9T6rMT'Cr this Agreement and through no fault of the terminating party; a Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; paFLIeS LU reaun agreemenT Or] Me CurripenUUMI arlu SURGUIAT-3-7 necessitated by such changes. 3.5.1.2 Effect of Teimh4ti6nIf this Agreement is terminated as Q &ej -EN -e -6 -fig - -4 -# �A Au 0. Ma 0 9 9 3.5.1.3 Additional Services. In the event this Agreement is terminated in Whole or in part as provided herein, City may procure upon such terms and in such manner as it may determine appropriate, services similar to t�ose terminated. 3.5.2 Delivety gf tjgtiggg. All notices permitted or required under this address as the respective parties may provide in writing for this purpose: M JWA Urban Consultants Inc. 609 Deep Valley Drive, Suite #200 Rolling Hills Estates, California 90274 Office: (310) 903-6954 Direct: (310) 347-6310 Email: jwong.jwa@gmaii.com Attn: Jack Wong, President City of Downey 11111 Brookshire Avenue Downey, California 90241 Phone: (562) 904-7286 Attn: City Manager City of Downey City Attorney's Office 411 0 Such notice shall be deemed made when personally delivered or When mailed, fort eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed t the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. I zln=*'Kmiro� 3.5.6 -Indemnification. 15.6.1 General• • Except as prov s • in sub•ivision below which is applicable to "design professionals" only, • defend costs,counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, r- -liability,• damage or equity,• property or persons, including wrongful death,• out of or •- to any alleged negligent • omissions or • • of Consultant,officials, officers,•l agents, • and contractors arising • : of or • s the performance o Consultantthe Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. defend, at Consultant'sown cost,•- • risk, any and all such actionaforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such or other legalproceeding. Consultant shall reimburseand its directors, receivedofficials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if by directors, officials officers,• • and agents or • whatsoeverConsultant shall not be obligated to defend, indemni or hold the ity armless in any manner • or .'r s solely out of - own negligent • or omissions or s • 3.5.6.2 Dg�jqh Prbf&k&iaJ . The provisions of this subdivision 3.5.6.2 shall apply Only •nsultant is a "design professional" meaning of •rnia Civil Code section: •nsultant is a "design professional" meaningwithin the of • :notwithstanding subdivision. above,• the fullest extent permitted by • • without limitation,s•- sections 2782and Consultantr- • (with legal counselreasonably -• • to indemnifyc hold harmless City and officers, officials,r• -es, volunteers and indirectly,agents from and against any Claim that arises out of, pertains to, or relates to, directly or • - or part,-• r- or • •' of Consultant,•, •subcontractoror any other person directly or • employed by them, or any person that any of them control, arising out of Consultant's performance of any task or • or on behalf of •- Agreement. obligations t• defend, hold harmless and indemnify City or any City officers, officials, officials,employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City's officers, • • or • against any such Claim shall notiConsultant's sectionproportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code 2782.8(a), one or •I defendants . • •. its share of IN ' I '. • i ': is i . � �. • • i..: • '. 'a ' • ' f -. ' .: ; • • '.:. • ': • i, ; ' - :k f,. i'. !" i • i. is t,:f i is • — i i fl" i' i • ' • i a. f :f . I :• i i. a i f if • '. ':• i i : , • i . r . '.• i • : • • ` l: � .+ i i � i • •.:' is f - . • , . i i i • ' ' i � � •' ` . • . is a i f:' . f... . . .. •:i: i`.. i ii is • `: •' isi • — i f i i 'f r f •. f' `. • i I 1 i•'` i • f 1 3.5.23 'Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 90000�M 3.6.1 P&gfbVW Rggotbd. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF DOWNEY, ,.nd charter city By: Mayor em City Clerk '•f • `r. .� a California Corporation Secretary i Attorney Legal Counsel 0119.123859 14 ExHiBiT "A" Consultant shall provide staffing for the Planning Division of the Community Development Department on an as needed basis. Consultant's assigned staff shall be available during the City's regular business hours not to exceed 40 hours per week and be capable of pe rming professional planning services. i ne TOAowing aescriDes Me generai nalre an -0 Mope OT Consultant's assigned staff under this Agreement: • Confers and provides consultative advice to arc itects, u ers, attorneys, contractors, engineers, and the general public regarding City development policies and standards. • Receives and answers public inquiries regarding zoning legal descriptions and other related Planning matters, either on the phone or in peZn over the public counter. • Provides assistance to the public over the public counter. • Reviews development proposals and applications for compliance with the City's Zoning Ordinance and consistency with the General Plan. • Performs field surveys to identify problems and ensures conformance with project conditions and development standards. Prepares CEQA documentation to evaluate environmental impacts Reviews and processes land use entitlements, including the site plan reviews, conditional use permits, variance, subdivisions, General Plan amendments, and zoning code amendments. Interprets and applies land use, environmental quality, subdivision, and general and residential development projects with the Zoning Ordinance. • Assists with City redevelopment programs and projects. • Prepares staff reports for various zoning and subdivision applications with recommendations. • Provide other related Work as approved by the Director of Community Development or his or her designee. 'M COT, "I Planner Manager $140.00/hour �■'rincipal Planner $105.00/hour Senior Planner $95.00/hour Associate Planner $80.00/hour Assistant Planner 1i i', Planning Technician $55.00/hour To'lln—M m M. To No I Fi iI M Rates reflect all costs, direct and in irect,•r t e u ermi on rac. ere s a e no reimbursement for mileage, travel, or administrative services. Consultant shall provide staffing for the Planning Division of the Community Development Department on an as needed basis. Consultant's assigned staff shall be available during the City's regular business hours not to exceed 40 hours per week and be capable of performing professional planning services. The following describes the general nature and scope of work to be performed by Consultant's assigned staff under this Agreement: • Confers and provides consultative advice to architects, builders, attorneys, contractors, engineers, and the general public regarding City development policies and standards. • Receives and answers public inquiries regarding zoning, legal descriptions and other related Planning matters, either on the phone or in person over the public counter. • Provides assistance to the public over the public counter. • Reviews development proposals and applications for compliance with the City's Zoning Ordinance and consistency with the General Plan. • Performs field surveys to identify problems and ensures conformance with project conditions and development standards. • Prepares CEQA documentation to evaluate environmental impacts. • Reviews and processes land use entitlements, including the site plan reviews, conditional use permits, variance, subdivisions, General Plan amendments, and zoning code amendments. • Interprets and applies land use, environmental quality, subdivision, and general and residential development projects with the Zoning Ordinance. • Assists with City redevelopment programs and projects. • Prepares staff reports for various zoning and subdivision applications with recommendations. • Provide other related work as approved by the Director of Community Development or his or her designee. Attachment Cu .r_ U) a) F— Cu 0 L) 4- CO rrpw- UP,, Attachment "C" 40 • • ■ Cu .r_ U) a) F— Cu 0 L) 4- CO rrpw- UP,, Attachment "C"