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HomeMy WebLinkAboutAGMT - Westberg + White, Inc. (Community Aquatic Center - Feasibility Study) AMENDMENT NO. 1 PROFESSIONAL SERVICES AGREEMENT between SEA( 0, \�ppRPORgTFo'q�y A z C=) a o ' 9 of Q Q CpUNT`I City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Westberg + White, Inc. 1775 Hancock Street, Suite 120 San Diego, CA 92110 (619) 542-1188 This Amendment• No. 1, dated February 24, 2020, amends that certain agreement ("Agreement') dated September 8, 2014 by and between the City of Seal Beach ("City"), a California charter city, and Westberg + White, Inc. ("Consultant"), a California corporation. RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides public outreach and preliminary design services to City for the,Community.Pool project ("Project"). B. City and Consultant wish to amend the Agreement for Consultant to provide additional professional design services for the Project, and to increase Consultant's compensation by$88,569 for those additional services required in connection with the:Project, for revised total compensation in the not-to-exceed amount of$327,499, as provided herein. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement, is hereby amended to add subsection 1.1.1 to read as follows: "1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-1 (Consultant's Scope of Services -- Additional Services), which are hereby incorporated by reference. To the extent that there is any conflict between Exhibits A, A-1, B, and this Agreement, as amended by Amendment No. 1, Amendment No. 1 to this Agreement shall control." Section 2. Section 3.0 (Consultant's Compensation) of the Agreement is hereby amended in its entirety to read as follows: "City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibits A, A-1, and B for Services but in no event will the City pay more than $327,499. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibits A, A-1, and B." Section 3. Section 12.0 (Indemnification, Hold Harmless, and Duty to Defend) of the Agreement is hereby amended in its entirety to read as follows: "Consultant and the City agree that the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 12.0) should, to the fullest extent permitted by law, be fully protected from any loss, injury, damage, claim, liability, lawsuit, cost, expense, attorneys' fees, litigation costs, defense costs, court costs and/or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Consultant acknowledges that the City would not have entered into this Agreement, in the absence of the commitment of Consultant to .indemnify and, protect the City and the other Indemnitees, as set forth in this Agreement. 12.1 Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, indemnify and hold harmless the City and all other Indemnitees (as defined in this Section 12.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants and other professionals; and all costs associated therewith, and reimbursement of. attorneys' fees and costs of defense (collectively "Claims"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code §2782.8(c). Notwithstanding the foregoing and as required by Civil Code § 2782.8(a), in no event shall the cost to defend the Indemnitees that is charged to Consultant exceed Consultant's proportionate percentage of fault. 12.2 Other Indemnitees. Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Damages"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, ragents, servants, employees, subcontractors, materialmen, .suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Damages with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse. the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 12.3 Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 12.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as'determined by final arbitration or court decision or by the agreement of the Parties. 12.4 The obligations of Consultant under this or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees: Consultant's indemnity obligation set forth in this Section 12.0 shall not be limited, by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 12.5 Consultant's covenants under this Section 12.0 shall survive the expiration or termination of this Agreement." Section 4. Section 14.0 (Labor Certification) of the Agreement is hereby amended in its entirety to read as follows: 14.0 Labor Law Requirements 14.1 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' 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. 14.2 Prevailing Wage and Payroll Records. This Agreement calls for services that, in whole or in part, constitute "public works" as defined inthe California Labor Code, and Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. Section 5. All references to the term "Agreement" throughout Sections 1.0 through 23.0, inclusive, of the Agreement are hereby modified to include the Agreement dated September 8, 2014, and this Amendment No. 1, dated February 24, 2020, as if all of those terms are fully set forth therein. Section 6. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflictbetweenthe provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No. 1 shall control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereinto: CITY OF SEAL B CH CONS " By: By. 11 R Ingram, City an g Name: Frisco W ite Attest: President I ts: By: Gloria D. Ha r, City Clerk By: Approved a F m _ j Name: Pa .Wes erg By: ecretary raig A. Steele, City Attorney Its: (Please note, two signatures required for corporations under Corp. Code §313, unless corporale documents authorize only one person to sign this Agreement on behalf or the corpot ation.J EXHIBIT A-1 Consultant's Scope of Services Additional Services EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement, as amended by Amendment No. 1, calls for services that, in whole or'in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the. Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement, as amended by Amendment No. 1. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the Project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to .compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement, as amended by Amendment No. 1, are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement, as amended by Amendment No. 1. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement, as amended by Amendment No. 1, by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each. subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the Project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon. compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the Project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. A� CERTIFICATE OF LIABILITY INSURANCE °AE'MM/2020 D3/oa/zo2o THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATEDOES NOT,AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW..THIS,CERTIFICATE.&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,thepolicy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED;subject to the terms and conditions of the policy,certain policiesmay require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorse-menti 1. PRODUCER CONTACT Tina.Cowie NAME: Cornerstone Specialty Insurance Services,Inc: FfCNNo Eno (714)731-7700 �� No: (714)731-7750 14252 Culver Drive,A299 E-MAIL ADDRESS: tins@cornerstonespecialty.com INSURERS)AFFORDING COVERAGE NAIC0 Irvine CA 92604 INSURER A: Travelers Indemnity Co Of Conn 25682 INSURED INSURERS: Travelers Property Casualty Co 25674 WESTBERG+WHITE,INC. INSURER c: Aspen American Insurance Company 14471 Chambers Road Ste 210 INSURER D: INSURER E: Tustin CA92780 INSURER F: COVERAGES CERTIFICATE I NUMBER: 20/21 COVERAGES. REVISION NUMBER: THIS IS TO CERTIFY THAT THEPOLICIES 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 TOVVHICH 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 OFSUCH.POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID,CLAIMS. INSEXP RR ADDLSUHR TYPE OF INSURANCE INSD INVD POLICYNUMBER MM/DOY FF MMIDDPOLICY YtEa�uuen� LIMITS X COMMERCIAL GENERAL LIABILITY RENCE 5 1.000,000 Cl -MADE �OCCUR occuuenrc g 1.000000 ADDTLINSRD/PRIMARY 5.000 X one perspn7 SA X BLNKT WAIVER OF'SUBRO 680-6H712316 01/27/2020 01/27/2021 ADV INJURY S 1.000,000 GEN'LAGGREGATE LIMITAPPLIES PER: REGATE 5 2.000,000 POLICY ❑X ECT PRO 1 LOC COMP/OPAGG g 2,000,000 OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea a¢ident X ANYAUTO BODILY INJURY(Per person) S A OWNED .SCHEDULED BA-585M7605 01/27/2020 01/27/2021 BODILY INJURY(Per scaeenry $ AUTOS ONLY AUTOS' HIRED 'NON OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Perapcidenl X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESSLIAB CLAIMS-MADE CUP-8176YO18 01/27/2020 01/27/2021 AGGREGATE $ 5,000,000 DED X RETENTION$ S WORKERS COMPENSATIONEROTH AND EMPLOYERS'LIABILITY X STATUTE ER YIN 1,000,000 B OFFICEWMEMBER EXCLUDED? ANY PROPRIErORIPARTNER/EXECUTIVE F NIA UB-9J774725 01/27/2020 01/27/2021 E L.EACH ACCIDENT $ (Mandatory in NH) E L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes;deschde under 1,000,000 DESCRIPTION OF OPERATIONS helow EL DISEASE-POLICY LIMIT $ Each Claim $3,000000 Professional Liability C Claims Made AAAE100396-01 01/27/2020 01/27/2021 Annual Aggregate $3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Rema ids Schedule,may Ise attached if more I is required) Certificate Holder is Additional Insured for.General Liability but only if required by written Contract with the Named Insured prior to an occurrence and as per attached endorsement:Coverage is subject to all policy terms and wnditions.'30 days notice of Cancellation,except for 10 days notice for non-payment of premium.For Professional Liability coverage,the aggregate limit is the total insurance available for all covered claims reported within the policy period. CERTIFICATE.HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 -8th-Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 - duce ©1988-2015 ACCORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo areregistered marks of ACORD POLICY NUMBER: 680-61-1712316 COMMERCIAL GENERAL LIABILITY NAMED INSURED: Westberg t White,Inc. POLICY PERIOD: 1/27/2020 to 1/27/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the.following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II - WHO IS In. This insurance does not apply to "bodily AN INSURED: injury" or "property damage' caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance" to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for"bodily injury", coverage for that additional insured, and then "property damage" or"personal injury", and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of you "propertydamage"that occurs before the end or your subcontractor in the performance of of the period of time for which. the "written "your work" to which the "written contract contract requiring insurance requires you to requiring .insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period,whichever is earlier. The person or organization does not qualify as an 2. The following is. added to Paragraph 4.a. of additional insured: SECTION IV - COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other insurance, whether primary, excess, contingent or "personal injury" for which such person or on any other basis, that is available to the organization has assumed liability in a additional insured for a loss we cover. However, if contract or agreement. - you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insuranceprovided is limited as follows: to the additional insured under this Coverage Part e. This insurance does not apply on any basis to must apply on a primary basis or a primary and any person or organization for which coverage non-contributory basis, this insurance is primary as an additional insured specifically is added to other insurance available to the additional by another endorsement to this Coverage insured which covers that person or organizations Part. as a named insured for such loss; and we will not share with the other insurance,,provided that: f. This insurance does not apply to the rendering of or failure to render any (1) The "bodily injury" or "property damage" for "professional services'. which coverage is sought occurs;and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is Coverage Part shown in the Declarations sought arises out of an offense committed; exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the limits available to the additional insured when that of insurance described in Section III - Limits person or organization is an additional insured Of Insurance. under any other insurance. CG D3 81 09 15 u 2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office,.Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The,followingJs added to.Paragraph 8., Transfer 4. The following definition is added to the Of Rights Of Recovery. Against Others To Us, DEFINITIONS Section: ofSECTION"IV— COMMERCIAL GENERAL ,Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any writtencontract under which you are We waiveany right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on. this Coverage Part, payments we make for "bodily'injury", "property provided that the "bodily injury" and "property damage" or "personal injury' arising out of "your damage" occurs and the "personal injury' is work" performed by you, or on your behalf, done causedby an offense committed: under a "written contract requiring insurance" with that person or organization. We waive this right a. After you have signed that written contract; only where you,have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by ,you before, and in effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs, or the"personal injury" offense is committed. Page 2 of 2 u 2015 The,Trave l ers Indemnity Company.All rights reserved. CG D3 81 09 15 Includes the copyrighted material of insurance Services Office, Inc.,with its permission NAMED INSURED:Westberg +White, Inc. COMMERCIAL AUTO POLICY NUMBER: BA-585M7605 POLICY PERIOD: 01/27/2020 to 01/27/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi-fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverageJorany;injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or,limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply,to,the extent that coverage is excluded or limited by such an endorsement. The followinglisting is a general cover-age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en-dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO,VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO EQUIPMENT—INCREASED LIMIT C. EMPLOYEES AS,INSURED I. WAIVER OF DEDUCTIBLE—GLASS D. SUPPLEMENTARY PAYMENTS—INCREASED J. PERSONAL EFFECTS LIMITS K. AIRBAGS E. TRAILERS-INCREASED LOAD CAPACITY L. AUTO LOAN LEASE GAP F. HIRED AUTO PHYSICAL DAMAGE M. BLANKET WAIVER OF SUBROGATION G. PHYSICAL DAMAGE'—TRANSPORTATION EXPENSES—INCREASED LIMIT A.. BLANKET ADDITIONAL INSURED performing duties related to the conduct of The following is added to Paragraph A.1., Who Is your business. An Insured, of SECTION II — LIABILITY COV- 2. The following replaces Paragraph b. in ERAGE: B.5.,Other Insurance, of SECTION IV — Any person or organization who is required under a BUSI-NESS AUTO CONDITIONS: written contract or agreement between you and b. For Hired Auto Physical 'Damage Cover- that person or organization, that is signed and age, the following are deemed to be covered executed by you before the "bodily injury" or "autos"you own: "property damage" occurs and that is in effect (1) Any covered "auto" you lease, hire,rent or during the policy period, to be named as an addi- borrow; and tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance (2) Any covered "auto" hired or rented by applies and only to the extent that person or or- your "employee' under a contract in that ganization qualifies as an "insured" under the Who individual "employee's" name, with your Is An Insured provision contained in Section II. permission, while perform-ing duties related to the conduct of your business. B. EMPLOYEE HIRED AUTO However, any"auto"that is leased, hired, 1. The following is added to Paragraph A.1.,Who rented or borrowed with a driver is not a Is An Insured, of SECTION II — LI-ABILITY covered "auto". COVERAGE: C. EMPLOYEES AS INSURED An "employee" of yours is an "insured" The following is added to Paragraph A:1., Who Is whileoperating a covered "auto" hired or An Insured, of SECTION II—LIABILITY COV- rentedunder a contract or agreement in that "em- ERAGE: ployee's" name, with your permission, while CA T4 20 07 10 ©2010 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while (3) If a repair or replacement results in better using acovered "auto" you 'don't own, hire or than like kind or quality, we will not pay for borrow in your business,oryour personal affairs. the amount of betterment. SUPPLEMENTARY PAYMENTS—INCREASED (4) A deductible equal to the highest Physical D. LIMITS Damage deductible applicable to any 1. The following replaces Paragraph A.2.a.(2) of owned covered"auto". SECTION If— LIABILITY COVERAGE: (5)This Coverage Extension does not apply to: (2) Up to. $3,000 for cost of bail bonds (in- (a) Any "auto" that is hired, rented or bor- cluding bonds for related traffic law viola- rowed with a driver; or tions) required because of an "accident" (b) Any "auto" that is hired, rented or bor- wecover. We do not have to furnish these rowed from your"employee". bonds. G. PHYSICAL DAMAGE — TRANSPORTATION 2. The following replaces Paragraph A.2:a.(4) of EXPENSES—INCREASED LIMIT SECTION 11-LIABILITY COVERAGE: The following replaces the first sentence in (4) All reasonable expenses incurred by the Para-graph A.4.a., Transportation Expenses, "insured" at our request, including, actual of SECTION III — PHYSICAL DAMAGE loss of earnings up to$500 a day be-cause COVER-AGE: of time off from work. We will pay up to $50 per day to a maximum of E. TRAILERS—INCREASED LOAD CAPACITY $1,500 for temporary transportation expense in- The following replaces Paragraph CA. of SEC- curred by you because of the total theft of a cov- TION I—COVERED AUTOS: ered"auto"of the private passenger type. 1. "Trailers" with a load capacity of 3,000 H. AUDIO, VISUAL AND DATA ELECTRONIC pounds or less designed primarily for travel EQUIPMENT—INCREASED LIMIT on public roads. Paragraph C.2.. Limit Of Insurance, of SEC- F. HIRED AUTO PHYSICAL DAMAGE TION III —PHYSICAL DAMAGE COVERAGE is The following is added to Paragraph AA., deleted. Cover-age Extensions, of SECTION III — I. WAIVER OF DEDUCTIBLE—GLASS PHYSICAL DAMAGE COVERAGE: The following is added to Paragraph D., Hired Auto.Physical Damage Coverage Deducti-ble, of SECTION III — PHYSICAL If hired "autos are covered "autos" for Liability DAMAGE COVERAGE: Coverage but not covered "autos" for Physical No deductible for a covered "auto" will apply to Damage Coverage, and this policy also glass damage if the glass is repaired rather than provides Physical Damage Coverage for an replaced. owned "auto", then the Physical Damage j, PERSONAL EFFECTS Coverage is extended to "autos" that you hire, The following is added to Paragraph AA., rentor borrow subject to the following: Cover-age Extensions, of SECTION III — (1) The most we will pay for "loss" in any one PHYSICAL DAMAGE COVERAGE: 'accident" to a hired, rented or borrowed ,auto" is the lesser of: Personal Effects Coverage (a) $50,000; We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (b) The actual cash value of the damaged (1) Owned by an "insured"; and or stolen property as of the time of the "loss", or (2) In or on your covered "auto". (c) The cost of°repairing or replacing the This coverage only applies in the event of a total damaged or stolen property with other theft of your covered "auto". property of like kind and quality. No deductibles apply to Personal Effects cover- (2)An adjustment for depreciation and physical age. condition will be made in determining actual cash value in the event of a total "loss". CA T4 20 07 10 ©2010 The Travelers Indemnity Company.All rights reserved. Page 2 Of 3 Includes copyrighted material of Insurance Services Office, Inc.withits permission. COMMERCIAL AUTO K. AIRBAGS (2) Any: The following is added to Paragraph B.3., Exclu- (a) Overdue lease or loan payments at the time sions, of SECTION III — PHYSICAL DAMAGE of the"loss" COVERAGE: (b) Financial penalties imposed.undera lease for Exclusion 3.a. does not apply to "loss" to one or excessive use, abnormal wear and tear or more airbags in a covered "auto" you own that in- high mileage; Flate due to a cause other than a cause of "loss" (c) Security deposits not returned by the les-sor; set forth in Paragraphs A.1.b. and A.1.c., but only: (d) Costs for extended warranties, Credit Life a. If that "auto" is a covered "auto for Compre- Insurance, Health, Accident or Disability hensive Coverage under this policy; Insurance purchased with the loan or lease; b. The airbags are not covered under any war- and ranty; and (e) Carry-over balances from previous loans or c. The airbags were not intentionally inflated. leases. We will pay up to a maximum of$1,000 for any one M BLANKET WAIVER OF SUBROGATION "loss". The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us; of L. AUTO LOAN LEASE GAP SECTION IV—BUSINESS AUTO CONDI-TIONS: The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against Others age Extensions, of SECTION III — PHYSICAL To Us DAMAGE.COVERAGE: We waive any right of recovery we.may have Auto Loan tease Gap Coverage for Private against any person or organization to the ex-tent Passenger Type Vehicles required of you,by a written contact exe-cuted In the event of a total "loss" to a covered "auto" of prior to any"accident" or"loss", pro-vided that the the private passenger type shown in the Schedule '.accident" or"loss" arises out of the operations or Declarations for which Physical Damage Cov- contemplated by such con-tract.The waiver erage is provided, we will pay any unpaid amount applies only to the person or organization due on the lease or loan for such covered "auto" designated in such contract. less the following: (1)The amount paid:under the Physical Damage Coverage Section of the policy for that"auto'; and CA T4 20 07 10 ©2010 The Travelers Indemnity Company.Ail rights reserved. Page 3of 3 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY'NUMBER: BA-585M7605 INSURED r Westberg + White, Inc. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorse- a written contract or agreement that is signed and rnent, the provisions of the Coverage Form apply executed by you before the"bodily injury"or"properly unless modified by the endorsement. damage-occurs and that is in effect during the policy The following is added to the Sootion II — Liability period is an "insured"for Liability Coverage, but only Coverage, Paragraph A.1. Who Is An Insured Pro- for damages to which thisinsruance applies and only vision: to the.extent that person or organization qualifies as an 'insured' under the Who Is An Insured provision Any person or organization that you are required to contained in Section If. include as additional insured on the Coverage Form in CA T4 37 08 08 0200B The Trararms Co nloa,Inc. Page t of 1 INSURED: Westberg & White, Inc. POLICY DATES: 01/27/2020-01/27/2021 AM► WORKERS COMPENSATION TRAVELERS J AND EMPLOYERS LIABILITY`POLICY ENDORSEMENT WC 99 03 76 (00)- 001 POLICY NUMBER: UB-9J774725 WAIVER OF OUR RIGHT TO RECOVER.FROM OTHERS ENDORSEMENT— CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the,Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS OR ORGANIZATIONS THAT ARE PARTIES TO A CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT, PROVIDED YOU EXECUTED THE CONTRACT BEFORE THE LOSS. O S PROFESSIONAL SERVICES AGREEMENT Between oSEA( s 'o, ��.�CpRPORgrfFq�44 1*/ vibc:*S %%% UIUT`I City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Westberg + White, Inc. 1775 Hancock St., Ste. 120 San Diego, CA 92110 619-542-1188 This Professional Service Agreement ("the Agreement") is made as of September 8, 2014 (the "Effective Date"), by and between Westberg + White, Inc. ("Consultant"), a California Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). • • RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manger may authorize extra work to fund unforeseen conditions up to $28,850. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue until all tasks identified in the scope of service are completed or unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will the City pay more than $238,930.00. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B. 2 of 9 • • 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Frisco White is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: 3 of 9 • • To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Westberg + White, Inc. 1775 Hancock St., Ste. 120 San Diego, CA 92110 Attn: Frisco White 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all time 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 obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4 of 9 • • 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. 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 that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) 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, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, 5 of 9 • • employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that 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; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") 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 acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. 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 6 of 9 • herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' 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. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7 of 9 • • 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing 8 of 9 • • party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONS J TANT• By: • ' : el • l I,��I1L. By: 1l11J /1, Srlistip R. Ingram, City 2:ger Name: Frisco White Attest: Its: President By: it LI By: inda Devine, City Clerk Name: Approved as to F rrr : Its: By: is Stev-n L. Flower, City Attorney 9 of 9 City of Seal Beach EXHIBIT A SCOPE OF WORK NARRATIVE Task 1—Public Participation Process and Analysis The City of Seal Beach has stated that they are seeking "creative methods and tools to successfully accomplish a comprehensive community wide outreach program to obtain participation from residents in establishing the ranking of multiple sites and determining if a 30 or 50 meter sized pool is most desirable." Our Team, with Community Change Partners leading this phase will begin by creating a demographic profile of a community surrounding a potential project which we have already completed and has been included in this proposal. Information was garnered from census data as well as from site visits. To begin the community outreach process, elected officials, key stakeholders, community and business groups, non-profits, schools and other community institutions are identified and a database compiled. Interfacing with the City of Seal Beach elected representatives and City departments and staff will be an important component of outreach efforts to understand their needs and desires for the project at the outset and keep them in the communication loop as the community engagement process proceeds. To engage the entire community of Seal Beach and pool users to identify locations for a new aquatics center and then to give feedback and input on design features, we would do initial PR, media and outreach about the effort (developing a name for the campaign/effort) and create a fun kick-off event for the community. The kick-off event would be similar to a community fair with food and fun activities to provide feedback on locations and desired features for the new aquatics facility. As part of the event, we would create a citywide scavenger hunt to have people go to various parts of the city to identify sites and get points which can be redeemed for prizes. We will prepare site recommendation forms to be used and provide cameras to take pictures of sites. After the event, we will have a window of time for people to submit additional sites for consideration. We will also do our own reconnaissance and work with local real estate agents and city planning and recreation staff to identify appropriate sites. Once we have compiled a list of appropriate sites and the feasibility analysis phase has begun, we will begin engaging the community around the various sites. We will conduct individual meetings with key stakeholders, small group meetings and go door to door to talk with those immediately adjacent to the sites to understand their needs and concerns. We feel that this develops mutual respect and trust with key stakeholders that will ensure a smoother process in the long run. At this stage we will be talking with people about site issues and design features desired. We will also conduct outreach at the existing pool facility to understand the needs and concerns of current pool users and seek input from potential users, such as those interested in water polo and competition swim meets to understand their requirements. We will create a consensus building decision process to decide on a site once the feasibility analysis is completed and pros and cons of each site enumerated. We will use on-line polling tools for people to rank their preference of sites. While the site selection process is occurring, we will provide the architect with input from the community on design features to begin creating conceptual ideas for the aquatics center. Once a site is selected, we will work closely with the surrounding neighborhood to address any concerns they have involving them in the process to gain buy-in. • Having effectively engaged the greater community through small group or individual meetings, workshops and door-to-door outreach, we are better able to prepare a design that incorporates stakeholder needs and concerns from the outset, allowing for a more respectful dialogue, more being accomplished at meetings and workshops and more meaningful input being provided. A write-up is completed for all meetings and outreach efforts, providing the client, architect and planners with information that will be needed to design or modify the project. There will be a back and forth iterative process with the design team and stakeholders. Formats can include public meetings, workshops, on-line public meeting tools, focus groups, and surveys. Error! Unknown document property name. • • Ongoing communication with the surrounding neighborhood(s) and interested stakeholders is critical throughout the process, from conceptualization to project completion. We foresee using various means to communicate with the Seal Beach community which could include: emailing updates, creating a Facebook page, creating a website, and using MindMixer, an on-line public engagement tool. However, even when providing electronic updates, in person update meetings and phone calls are very effective in creating a personal connection that people appreciate. We will work with the schools and libraries to help people provide input who do not have access to a computer. In addition, we believe that through an engagement process for a community facilities project, such as this one, there is an opportunity to create a sense of community not found in all neighborhoods, which will enhance the project and its constituents, customers and stakeholders for the long-term. This can be accomplished through special activities and events specifically designed to bring people together around the project in a fun and relevant way such as described for the kick-off event. We have broad experience in developing ideas for activities and events and implementing them. Task 2— Site Selection Recommendation We understand that we will be required use our professional expertise and analysis to recommend the most practical site to locate a multi-generational community aquatic center within the City limits based upon location, costs and design. Selecting the most appropriate and practical site is an important and vital consideration for this project. The location, size, shape, orientation, access, views, surrounding neighbors, geology, water table, hazardous material and drainage among others will greatly influence the site selection and affect the program master plan. Our approach is to develop the community aquatic program and master plan and select the site based upon the interrelationships of the program that was developed through the public participation process. Once a preliminary program is developed that conceptually illustrates the present and future needs of the community aquatic center we should begin the site selection process. Because the perfect site may not be able to be located,that meets all the criteria of the program, we'll need to set priorities for the site selection and be prepared to make compromises. After walking the potential sites with the site selection committee, we should consider selecting three (3) sites and ranking the sites based on the Feasibility Analysis. Successful real estate feasibility analysis must be based on community input and the results of the public participation process to define the program and relevant factors to consider when ranking sites. All feasibility starts with "highest and best use" for each property — uses that are physically feasible, legally permissible, and financially optimal — but selecting the best site for a community recreational amenity has to consider a wide range of additional measures including accessibility, impacts on nearby uses, and the ability to mitigate those impacts. James Suhr & Associates (JSA) will prepare a feasibility study for the proposed Seal Beach Community Aquatics Center, as part of the Westberg +White team, which builds on the community outreach results to be generated by team member Community Change Partners. Among the many factors to be used to rank potential sites, community suitability and community accessibility will be heavily weighted so that the process does not generate unviable site selections. Jim Suhr, principal of JSA, holds a California broker's license, and will work with City staff closely on the selection of the recommended site(s) and negotiation with property owners for site acquisitions. Suhr has 30 years of experience as a developer and consultant in Southern California real estate markets, with particular expertise on site due diligence, feasibility, and acquisitions. As noted in the RFP, the real estate market in Seal Beach is very tight — few sites are available at any point in time, and huge portions of the City are subject to significant constraints (Naval Weapons Station, National Wildlife Refuge, Leisure World) placing much of the jurisdiction out of reach. Not withstanding Error! Unknown document property name. • • the difficulty, we should keep the Navy and Wildlife Refuge at the discussion table. JSA will work with City staff and the local brokerage community to identify any/all available properties, as well as using adaptive reuse and redevelopment creativity to identify additional potential sites that are off-market. City staff and the selected team will need to explore shared-use alternatives with existing facilities to create as large a list of potential sites for consideration. Potential sites for the Seal Beach Community Aquatics Center would be evaluated using the following preliminary matrix/weighting system. Each site will be scored using a 0-5 scale for each factor, other than estimated cost categories, and then each category subtotal score will be adjusted by the weighting factor shown below to arrive at the overall weighted score for each candidate property. Site Name/Address: )Site 11 JSite 21 )Site 31 Le_ml Physical Feasibility(20%of total) Site size adequate for use Site existing improvements Existing/new parking adequate for use Environmental condition for use Soils/Water Table condition for use Permitted use by existing zoning Ability to satisfy all code req'ts Cornanmity Suitability(50%of total) Accessibility—pedestrian/bike Accessibility—transit Accessibility—private vehicle No impacts on adjoining uses Adjoining uses favor Aquatics Center Financial Feasibility(30%of total) Estimated acquisition cost(relative to lowest $) Estimated site prep cost(relative to lowest$) Overall Weighted Score= This evaluation process will result in a ranked list of potential Aquatics Center sites, factoring in the community outreach and stakeholder input responses gathered by the team, which will serve to guide City staff and JSA in subsequent real estate negotiations. Task 3—Site information and Analysis We understand that we will be expected to provide a detailed analysis of the site being recommended. This analysis will include but not limited to the following features: acreage, surrounding land uses, soil types, environmental issues, historic uses, floodplains, drainage and zoning. The process that will be used for our analysis is illustrated in Task 2 - Site Selection Recommendation. Error) Unknown document property name. • • Seal Beach has many amenities including 25 parks or community facilities, including the beach. The existing aquatics center is located on the campus of McGaugh Elementary School. The City runs a robust aquatics program, which includes lap swimming, aquasize classes, swim team, recreational swim, swim lessons, and a summer swim program. At the current site, the swim team cannot host competitions and the pool cannot support a water polo program which is desired by many. There are two pools currently: the large pool with 6 lanes for lap swimming and an area called "the widths" for people to lounge and water walk. There is an adjacent small shallow pool that does not get much use most of the year. It is used during the summer months for recreational swimming or for games as a reward after swim lessons. During the summer months, the pool complex can be rented out for pool parties. Pool users include the local residential community in Seal Beach and surrounding areas of all ages and people who work in Seal Beach. There are only a few people that come from Leisure World since they have multiple pools within their complex. In getting a preliminary sense of the interests from those currently using the pool, we learned that people would like a pool that will allow for competition swim meets and water polo matches. The people we spoke with said that a fountain area or splash pad would be fun for young kids and get more use than the shallow pool. Current pool users would like to see a 50 meter pool that would allow for 8 lanes for lap swimming. When shown the photo of Splash! La Mirada Regional Aquatics Center, people were very excited with the prospect of having a similar facility in Seal Beach. The people we spoke with thought that a larger pool complex would be quickly filled with activities and become well-used. They also thought that such a destination facility would generate more income from pool parties, activities and usage fees to help maintain the multi-generational facility. We heard from stakeholders that a few years ago the City considered locating the new aquatics center at the vacant site along First Street north of Central Avenue adjacent to Marina Park and Community Center. We were told that the project was shelved because the Marina neighborhood did not want a larger pool facility in that location fearing noise and traffic that would lower the value of their properties. We also understand that this site is contaminated and would have to be cleaned or sealed if the aquatics center were to be located there. Given that this site is one of the few vacant properties of a substantial size in the city, the site will most likely be analyzed in the feasibility study. The issues previously raised by the Marina neighborhood will have to be addressed in the public outreach and engagement process and environmental review process. BRG Consulting, Inc. (BRG) will assist the Team during the identification of alternative sites by providing an ongoing Environmental Opportunities and Constraints Analysis of the potential candidate sites and surrounding areas. BRG will focus on opportunities to maximize existing environmental values of the project areas and avoid potential adverse impacts on significant environmental and community resources at the candidate sites. A guide to this environmental evaluation will be the Mandatory Significance Findings in Section 15065 of the State CEQA Guidelines. One of the goals of this environmental planning component of the site selection process is to avoid significant environmental impacts and thereby simplify the CEQA document required for the project. laaLtaLialixiLgandAsimatialealacAnabais We will identify the community's programming and aquatic center needs for the site that was developed in Task 1, Task 2 and Task 3. In addition to the aquatic center's physical analysis we will also provide a Financial Impact Study that will be developed as an opinion of the facility financial performance and an opinion of suggested operations for the planned facility.The study will include the following elements: 1. Economic Impact: This part of the study will incorporate an analysis of the economic impact of the facility to the City. In this segment of the study the following will be researched, analyzed and reported: a. Demographic research will be completed to appropriately evaluate the Error! Unknown document property name. • S proposed facility.-Analysis will include population and age distribution, income,weather analysis, and local economic considerations that could affect the project's viability. b.An opinion of probable expenses will be developed and it will include demands on labor, contract services, supplies, utilities, maintenance, and funds needed for future repair. c.An opinion of revenue will be developed. Market area demographics for population, age, and income will be analyzed to understand the economics of the region and the level of discretionary income that may be used for leisure and competitive aquatic activity. d. Revenue projections will be derived from the likely market penetration, special user groups through creative programming, and the potential of income.The analysis may include a study of the influence of the tourism. This analysis will incorporate an opinion of attendance and offer recommendations of a competitive fee structure for all facilities. 2. Operational Impact This part of the study incorporates an analysis of the operational impact of the facility to the City. In this segment of the study the following will be researched, analyzed and reported: a.A facility management outline will be completed that includes a facility operating schedule, facility capacity limits, organization chart,job descriptions, and a wage structure for all employees. b. Area aquatic user groups will be identified to determine organizations that will contribute to filling available capacity in the facility. c.A marketing program will be prepared to aid in creatively promoting the facility once the project is completed. Tack 5—Aquatic Center Recommendation We will recommend to the City the most feasible site based upon the public participation's desire, location, costs, facility needs and design. Our recommendation will account for the program needs that were developed through public participation along with necessary support facilities. This recommendation, which is the product of our analysis of Tasks 1 through 4 will include: 1. Preparation and submittal of an outline of the Design Program of spaces and features for the proposed aquatic center describing the natatorium, pool size, shape and support spaces based on preliminary discussions and meetings noted above. 2. Based on the meetings and committee's review of the outline program, develop with the you a Design Program for the building with recommendations on the size and shape of the pool(s) as well as architectural and engineering features of the building and support spaces. 3. Make a final presentation to the project committee outlining the methods and results of the study. Task 6—Conceptual Plans and Cost Analvsig We will provide conceptual site plan, plans and elevations for the aquatic center that incorporates the needs of the entire community and the program as developed and prioritized during the public participation and Tasks 1 through 5. The conceptual plans that we will present will be the Vision, Translation and Implementation of the Program balancing the needs as follows: A. Based on the agreed upon program, we will prepare three concepts. Typically these concepts consist of an ideal, preferred and minimum acceptable. The ideal concept includes areas of programming without taking into account budget considerations. The preferred facility supports the design program with costs to meet the proposed budget. The minimum acceptable concept is a facility that will be considered if the project experiences limited Error! Unknown document property name. S funding. Through our experience site planning a number of these types of facilities,Westberg + White and Counsilman-Hunsaker have learned that it is important to provide separate areas for the competitive swim users and recreational users. The competitive users will require a large amount of deck space for staging, as there are many swimmers but few in the water at the same time.The recreational users are best served by thinking of the facility in three areas with corresponding water depths: Tots-Characterized by 0"to 12" Deep Water Family-Characterized by 0"to 3'-6" Deep Water Teen/Adult- Characterized by 3'-6"to 12'-6" Deep Water As an example at Splash! at La Mirada Aquatic Park,we creatively separated the competitive and recreational users. Each designated user had their own bathhouse and separate and independent heating and filtration systems. For instance during the cooler periods of the year the less used recreational pools' mechanical and plumbing systems and bathhouse were shut down to save energy and maintenance costs. The competitive side remained usable and operational. B. We will provide a conceptual plan of each building. The purpose of the plans will be to Illustrate ways to organize the spaces in a functional arrangement and to confirm that the Building footprint will contain the areas proposed in the Design Program. For the Bathhouse facility, the location, size, and layout will be developed as an integral part of the overall site plan. Over the years and through multiple projects we know that these facilities need to be functional,well-ventilated and lighted and low maintenance while meeting the basic code requirements and operational requirements of the facility. As a support facility to the aquatic center we carefully select the structural systems and finishes that are attractive yet economical so that most of the budget can be used for the pool. Since the public does not come to a family aquatic center or waterpark for the bathhouse. This concept of Recreation First! is a consistent theme throughout our work. C. As an integral decision-making tool, we will prepare a detailed Opinion of Probable Construction Cost for the new facility. Recent project bid figures of similar projects will be used as well as national estimating guides and local cost adjustment factors. The hard construction cost figures will be supplemented by a development cost factor, which will include such "soft" costs as professional fees, survey, geotechnical report, document reproduction, advertisement for bids and all anticipated expenses related to the administration of the project. The sum of these two cost figures will be the total project cost so that you will have a comprehensive overview before making an informed decision about the project By making recreation and operations the focus we have successfully stayed within budget, minimized staffing requirements, and made every possible dollar available for outdoor family aquatic recreation. Task 7—Environmental Preparation It is likely that the new Community Aquatics Center will qualify for preparation of a Negative Declaration (ND) or Mitigated Negative Declaration (MND), which will focus on only the potential significant environmental impacts of the project(CEQA Guidelines Article 6). With BRG's participation during the site selection process (Task 3) and the active community outreach program (Task 1), it is anticipated that potential significant impacts will be avoided to the maximum extent possible during the planning and site selection phase, thereby improving the likelihood that an ND or MND can be prepared for the project. The ND/MND document needs to be circulated for a 21-day public review, compared to 45 days for an EIR. The ND/MND will be based on the Initial Study Checklist form found in Appendix G of the State CEQA Guidelines. As described in Task 3, our Environmental Opportunities and Constraints review of the alternative sites will focus on potential environmental issues relative to the Mandatory Significance Findings in Section 15065 of the CEQA Guidelines. Error! Unknown document property name. • • If the Initial Study for the proposed alternative identifies any significant adverse impacts that cannot be fully mitigated or avoided, then an Environmental Impact Report (EIR) will need to be prepared. The EIR will be prepared in accordance with the requirements of CEQA(Public Resources Code Section 21000, et seq.), the State CEQA Guidelines (California Code of Regulations Section 15000 et seq.), and the City's Guidelines for Compliance with CEQA. The following provides a detailed scope of work for preparation of the EIR: 1. Project Initiation. NOP and Data Collection; Our first task to initiate preparation of the EIR is for the Team to meet with City staff to confirm the project description and scope of analysis for the EIR. The first task to start the public timeline for the EIR will be preparation and publication of the Notice of Preparation (NOP). 2. Project Descriotion: CEQA requires that the EIR description of the project shall contain certain information but should not supply extensive detail beyond that needed for evaluation and review of the environmental impact. BRG's project description will provide the following required elements: 1) the precise location and boundaries of the Proposed Project shall be shown on a detailed local map and on a regional map, using the Base Maps prepared for the site selection study; 2) a statement of objectives sought for the Proposed Project; 3) a general description of the project's technical, economic, and environmental characteristics, considering the principal engineering plans, if any, and supporting public service facilities; and, 4) a description of the intended uses of the EIR including a list of the agencies that are expected to use the document in their decision making; a list of permits and other approvals required to implement the project and a list of related environmental review and consultation requirements required by federal, state, or local laws, regulations, or policies. The project description will also list the City decisions subject to CEQA in the order in which they will occur. For this reason, the project description can be a living document initially, incorporating additional detail as it is developed. Ultimately, the project description must become a finite, stable document for the environmental analysis to be prepared and reported in the First and Subsequent Screencheck Draft and Final EIRs. 3. Project Alternatives: Properly defining the project objectives is a critical component of any EIR because CEQA requires that an EIR shall describe a range of reasonable alternatives to the project, or to the location of the project, which could feasibly attain most of the objectives of the project, but would avoid or substantially lessen any of the significant effects of the project. Identification of project objectives would be one of the first tasks undertaken. Based on those objectives, an initial set of alternatives would be prepared. We would also work with City staff to determine the level of detail for project description information and environmental analysis that would be prepared for the alternatives. We anticipate identifying an initial set of alternatives based on City staff and the Team's knowledge of the project and site. Such alternatives would be reported and analyzed in the First Screencheck Draft EIR. CEQA Alternatives cannot be fully defined until the environmental analysis is initially drafted so that City staff and the BRG Team understand the environmental impacts that rise to a level of significance. City review of the First Screencheck Draft EIR, we would work with City staff and Team to identify any additional alternatives that might need to be considered in the EIR based on the detailed analysis presented in the First Screencheck Draft EIR. Such alternatives would be developed and reported in the Second Screencheck Draft EIR and all subsequent EIR submittals. For the purpose of this proposal, we have assumed the EIR will analyze the Proposed Project, two project alternatives, as well as the No- Project Alternative. Error! Unknown document property name. • • 4 Preparation of Technical Studies; BRG specializes in the preparation of environmental documentation for compliance with the requirements of CEQA. For over thirty years,the firm has successfully managed the preparation of technical studies by others that support the CEQA documents we prepare. It may be appropriate to develop specific technical studies, depending on the environmental issues associated with the Proposed Project. Our principals and project managers review every technical document we receive, including the appendices to the technical studies. 5. First Screencheck Draft EIR: BRG will prepare an EIR for the Proposed Project. The EIR and associated technical studies will assemble all data, originate new studies where necessary, and provide an assessment of the probable direct and indirect, and short- and long-term cumulative impacts of the Proposed Project. The Draft EIR will provide an evaluation of feasible mitigation measures, which could be carried out to reduce or eliminate significant adverse impacts of the Proposed Project. One of our initial tasks will be to confirm overall document format with City staff. The document will include the basis of analysis, a description of the relevant existing conditions, thresholds of significance, impacts, level of significance prior to mitigation, recommended mitigation measures to substantially reduce or avoid significant impacts, an analysis of the level of significance after mitigation measures are applied, and evaluation of the project alternatives. The discussion of mitigation measures will provide the background for the Candidate Findings under CEQA Guidelines§15091(a). Environmental Issues to be Addressed in EIR The following environmental issues will be addressed in the EIR: air quality, biological resources, climate change/greenhouse gas emissions/sea level rise, energy, geology and soils, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, public services, transportation/traffic/parking, utilities and service systems, and cumulative impacts. We understand that some environmental issues may be added based on responses received during the public scoping and Notice of Preparation review process. The following section summarizes BRG's proposed approach to the environmental issues to be addressed in the EIR. Cumulative Impacts The cumulative impacts associated with the Proposed Project will be identified and assessed. Our approach would be to utilize the project list approach provided by CEQA. On a resource-by resource basis, we would identify a study area within which cumulative impacts might be expected. We would work with City staff to identify all of the potential past, present, and reasonably foreseeable future projects that should be considered in the Cumulative Impacts analysis. We also will coordinate as necessary with the City, the Navy, and the resources agencies that may provide the necessary cumulative project information.We will provide a map showing the cumulative impact study area and the location of each project, a brief description of each project, and a summary of environmental effects for each project organized by each environmental resource that may be impacted.We would then provide analysis and discussion as to any significant cumulative impacts. Mitigation would be identified if necessary. Other Required Considerations This section will discuss growth inducement, significant irreversible environmental changes, and effects found not to be significant. Quality Assurance/Quality Control BRG will implement its rigorous Quality Assurance/Quality Control (QA/QC) procedures in reviewing the First Screencheck Draft EIR(and subsequent submittals as well), and related technical reports that will be included as appendices to the EIR document. In addition to an independent QA/QC review by our Principal Environmental Planner, BRG will assure that Error! Unknown document property name. • • all deliverables undergo a Project Management review. BRG is dedicated to delivering high quality deliverables that have been thoroughly reviewed prior to submittal. R.Sncnnd Screencheck Draft EIR: BRG will carefully review City staff comments on the First.Screencheck Draft EIR. We will prepare a matrix detailing all substantial comments and identify how each comment is addressed in the EIR. At this time,we will also make a recommendation as to whether we feel additional alternatives need to be added to the EIR and discuss our recommendation with City staff. We will incorporate City comments and perform a final quality control review before submitting the Second Screencheck DEIR to the City. We will complete the comments matrix by providing a summary of each response and where each response can be found in the EIR. 7. Draft EIR for Public Review; BRG will carefully review City staff comments on the Second Screencheck Draft EIR. We will incorporate City comments and perform a final quality control review before submitting the Camera-Ready DEIR to the City. We will prepare a matrix detailing all substantial comments as described above. We will meet with City Staff to discuss how we responded to all comments. During this meeting we will discuss any further changes that may be necessary. After the meeting, BRG will complete any additional changes, perform a final QA/QC review, then will have one final meeting with City staff to review the Draft EIR. JS.First Screencheck Final EIR: We understand the First Screencheck Final EIR will consist of the following deliverables: Response to Comments, revised text, First Screencheck Final EIR, Mitigation Monitoring and Reporting Program (MMRP), Findings of Fact (Findings), Statement of Overriding Considerations (SOC), figures, and attachments. Besoonse to Comments Upon close of the Draft EIR public review period, BRG will review all comments, number them, and distribute them to the City. We will assign specific individuals to prepare responses to comments, based on the nature of each comment. Each individual will be responsible for preparation of a response to their assigned comments. BRG will assemble and review all responses for adequacy and consistency. BRG will identify any responses that affect information contained in the Draft EIR and may require revising or supplementing information in the EIR. The format of the responses will be in a side-by-side presentation with the comment letter reduced but legible on the left and corresponding responses on the right. First Screencheck Final EIR Figures. and Attachments BRG will assemble the First Screencheck Final EIR,which will include the responses to Comments on the Draft EIR and any text that has been revised in response to comments received during the public review period. The First Screencheck Final EIR will also include all Figures and Appendices.Again, BRG will implement its QA/QC procedures on the First Screencheck Final EIR document prior to submittal to the City. Jvlitiaation Monitorina and Reporting Prooram BRG will prepare the MMRP that presents necessary information in table format. The MMRP will be prepared in accordance with Public Resources Code§21081.6(a)(1) and CEQA Guidelines §15091. The MMRP will identify the party responsible for monitoring and will include monitoring qualifications, specific monitoring activities, a reporting system and criteria for evaluating the success of the mitigation measures. Findings of Fact BRG Consulting will prepare draft Candidate Findings in accordance with the requirements of State CEQA Guidelines Section 15091. The Findings will follow past formats used by the City and we will confirm the format prior to beginning work on the Findings. Error) Unknown document property name. • • -111-1 . . - •• •. In the event there are significant and unmitigable impacts of the Proposed Project identified in the EIR, BRG will prepare the draft Statement of Overriding Considerations (SOC) in accordance with the requirements of State CEQA Guidelines Section 15093. BRG would work closely with City staff to draft the SOC, incorporating evidence provided by the City for the Findings to support approval of the Proposed Project should it have significant and unmitigable impacts. The SOC would document the specific economic, legal, social, technological, or other benefits, including region-wide or statewide environmental benefits, of the Proposed Project against its unavoidable environmental risks. The SOC would state in writing the specific reasons to support its action based on the final EIR and/or other information in the record. 9.Second Screencheck Final EIR: BRG will carefully review all City comments. We will prepare a comments response matrix as described previously. We will incorporate comments to prepare the Second Screencheck submittal to include the revised response to comments, EIR text, MMRP, Findings, SOC, figures, and attachments. BRG will again implement its QA/QC procedures on the Second Screencheck Final EIR document prior to submittal to the City. 10. Final EIR: BRG will carefully review all City comments. We will prepare a comments response matrix as described previously. We will incorporate comments to prepare the Final EIR submittal to include the revised response to comments, EIR text, MMRP, Findings, SOC, figures, and attachments.We will implement our QA/QC procedures in reviewing the Final EIR document prior to submittal to the City. We will meet with City Staff and discuss how we responded to all comments. During the meeting we will discuss any further changes that may be necessary. After the meeting we will complete such changes and perform a final QA/QC review. We will then have one final meeting with City staff to review the Final ER to include the revised response to comments, EIR text, MMRP, Findings, SOC, figures, and attachments. 11. Project Coordination and Meetings; BRG and our team members anticipate participating in regular meetings with City staff and/or the design team throughout preparation of the EIR, and that the majority of these meetings will be conducted via telephone conference call. We will ensure the appropriate project team members are at each meeting. We will prepare meeting notes to document action items and responsibilities. FIR Schedule A proposed schedule for completing all work specified in this Scope of Services is provided on the following page. BRG proposes to complete the EIR within approximately nine (9) months of receiving the Notice to Proceed. This is an accelerated schedule that will require significant coordination with City Staff and the Team. The BRG team will manage the project schedule carefully, keeping a close watch on critical path tasks. City of Seal Beach EXHIBIT B Error) Unknown document property name. • • COST PROPOSAL AND FEES SCOPE OF WORK FEE MAN HOURS Task 1 Public Participation Process and Analysis $36,800.00 209 Task 2 Site Selection Recommendation &Analysis Task 3 Site Information and Analysis $62,190.00 358 Task 4 Activity and Aquatic Center Analysis $17,390.00 114 Task 5 Aquatic Center Recommendation $8,600.00 64 Task 6 Conceptual Plans and Cost Analysis $35,130.00 270 Task 7 Environmental Preparation $63,320.00 399 Kick-Off Event Refreshment Allowance $5,000.00 Mindmixer Online Platform Allowance $3,000.00 Traffic Engineer Allowance $7,500.00 Total: $238,930.00 1,414 Westberg+White(Architect) Hourly Rates Partner $230.00 Project Architect/Manager $175.00 Senior Designer $135.00 CAD, Senior $80.00 CAD, Intermediate $65.00 Administrative $60.00 Counsilman-Hunsaker(Aquatic Design) Hourly Rates Principal/Studio Director $160.00 Project Manager $135.00 Project Engineer $110.00 Design Associate $90.00 Administrative $55.00 Community Change Partners (Outreach) Hourly Rates Partner $180.00 James Suhr&Associates (Feasibility Study) Hourly Rates Partner $175.00 BRG Consulting (CEQA) • Hourly Rates Principal $285.00 Senior Project Manager $165.00 Asst. Project Manager $120.00 Error! Unknown document property name. • • Environ Analyst II $95.00 Environ Analyst I $75.00 GIS Specialist $95.00 Documents Manager $85.00 Leverton &Associates(Cost Estimating) Hourly Rates Partner $90.00 Notes: While we believe a (Mitigated) Negative Declaration will likely be the appropriate CEQA document for the project, it may be determined that an EIR would be the recommended document for compliance with CEQA. This determination will be possible once the site selection process has narrowed the choice of feasible alternative sites, including community input during the public outreach and our initial environmental review. In the event an EIR is necessary, the probable range of cost would likely be from $95,000 to $150,000, including all technical studies. The actual cost of preparing the EIR would be highly dependent on the number and nature of significant issues to be addressed. This cost would be negotiated with the City and would replace, not be in addition to, the currently proposed $63,320.00 budget for Task 7. As we proceed with the task of identifying potential sites and making a site selection, other services may be necessary such as Geotechnical/Hydrology Reports, Civil Engineering and Topographic Surveys, etc. which will be considered as Reimbursable Expenses. The fee for the real estate transaction involvement of James Suhr to represent the City as the buyer would typically result in a 1%fee based on purchase price. Error! Unknown document property name.