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HomeMy Public PortalAboutC-21-087 - RJM DESIGN GROUPCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and RJM DESIGN GROUP, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND RJM DESIGN GROUP, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 6th day of July , 2021 by and between the CITY OF CARSON, a California municipal corporation ("City") and RJM DESIGN GROUP, INC., a California corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Parry" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.0001/725323.2 -1- professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.0001/725323.2 -2- 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%% . of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Forty Five Thousand Nine Hundred Forty Dollars ($245,940.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01007.0001/725323.2 -3- 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.0001/725323.2 -4- ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit «D» ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Zachary Mueting Principal in Charge (Name) (Title) 01007.0001/725323.2 -5- (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Robert Lennox, Director of Community Services/Parks & Recreation. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer .shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an 01007.0001/725323.2 -6- independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontractiniz or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than 01007.0001/725323.2 -7- $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: 01007.0001/725323.2 -8- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City. , 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance 01007.0001/725323.2 -9- of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 01007.0001/725323.2 -10- ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for 01007.0001 /725323.2 -11- assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 01007.0001/725323.2 -12- 7.2 Disputes, Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 01007.0001/725323.2 -13- different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing parry in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, 01007.0001/725323.2 -14- shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection 01007.0001/725323.2 -15- therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other parry or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration, Amendment, This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are 01007.0001/725323.2 -16- hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third parry including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such parry is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said parry, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said parry is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/725323.2 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ®�tSON, Hp� ATTEST: Carroll, Sr., APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [ndp] CITY: CITY OF CARSON, a municipal corporation 41a Davis -Holmes, Mayor Clerk CONSULTANT: RJM DESIGN GRO Name: LariV P. Title: Press er By:_1/��(�i Name: Anita Weaver Title: Chief Financial Officer Address: 31591 Camino Capistrano San Juan Capistrano, CA 92675 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/725323.2 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES Z' l " jl� AW OnV✓46 2021 before me, T�"ii/ , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. >� ANDREW TYLER STEEN Notary Public - California WITNESS my hand a d offic' .se _ orange county Commission k 1151143 Signature: My Comm. Expires Aug 2, 2022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007.0001/725323.2 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/725323.2 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant shall prepare a comprehensive Parks, Recreation and Community Services Master Plan ("Master Plan"). The purpose of the Master Plan is to create a clear set of objectives that will provide direction to City staff, the Parks and Recreation Commission (PRC), the Planning Commission, and the City Council for development, re -development, expansion and enhancement of the City's parks system, recreation facilities, and Recreation/Community Services programs and services for the short-term (2025), mid-term (2035), and long-term (2045). A. The Master Plan shall include, but not be limited to, the following: Park Analysis/Assessment Study — Analyze and assess the current conditions of all of Carson's Parks and Recreation facilities (gymnasiums, exercise rooms, basketball courts, pools, etc.). This assessment will include a review of recreational services and programs offered at all recreation centers, other City locations, and various County and area Unified School District fields, courts, and facilities. 2. Recreation Program and Services Analysis/Assessment Study - Analyze and assess the current Recreation/Community Services programs and services provided by the City, and identify opportunities and deficiencies for future recreation programs and services. 3. Demographic Analysis Study— Review and interpret demographic trends and characteristics of Carson using available statistical information from the City of Carson Community Profile available at: (https:Hci.carson.ca.us/CommunityDevelopment/demographics.aspx) 4. Community Needs Study — Determine the community's interests and needs for enhancements to the parks system through community meetings/outrieach (topics of interest to review but not limited to: dog parks, skate parks, pickle ball, bocce ball, number of athletic fields needed, synthetic turf vs natural grass turf fields, etc). 5. Capital Development Study - Identify and prioritize important capital issues and projects to be considered and incorporated in the short term (2025), mid-term (2035), and long term (2045) capital improvement program time table. 6. Costs and Funding Sources Study - Identify probable costs, operations and maintenance costs, and potential revenue and funding sources, including an evaluation of the best use of Park Development Impact Funds. 01007.0001/725323.2 A-1 B. Scope of Work: Task 1: Work Plan. Consultant shall hold a virtual or in person kick off meeting to finalize the work plan and key stakeholders. Monthly virtual meetings with the City Team will review progress, present information, and recommend direction throughout the project. Additionally, a project team online resource FTP site will allow for easy file access and document review for all team members. This will ensure everyone has access to the latest reports, and graphic illustrations available. Based on select tools, Consultant shall create an online project dashboard where City can see results from public comments live as they come in eliminating the "wait" for consultants to gather and report back. 2. Task 2: Existing Conditions Analysis. Consultant shall review City's (existing and new) General Plan, L.A. County Bikeways Plan, Citywide Design Guidelines, Area Specific Site Plans, Standard Operating Procedures, and other pertinent community development plans which may affect Master Plan decisions and recommendations, including policies, zoning ordinances, and land division ordinances, to generate a database of existing resources as well as a summary document highlighting key elements. 3. Task 3: Inventory of Recreation Facilities, Parks, and Programs. (a) Recreational Facilities and Parks. Consultant shall verify the City's existing parks and facilities list, as well as provide updates to the City for their use. (b) Specifically the GIS dataset shall include: (i) Geolocate City -owned parks and recreation facility parcels. Developed park profile sheets with aerial of each site. (ii) Quantify City -owned park passive and active recreational amenities (i.e. ballfields, basketball courts, dog parks, tennis courts, restrooms, and playgrounds). Prepare database to include a list of amenities specific to each park site. (iii) Identify existing trail, greenbelt, natural and other green infrastructure resources which are being used for access, recreational, habitat and open space purposes. 01007.000U725323.2 A-2 (iv) County and HOA parks and facilities will be included in the inventory analysis to ensure there is no duplication of amenities and services provided. (c) Recreation Program Inventory and Assessment. Consultant shall provide an inventory and evaluation of existing recreation programs provided by the City. Analyze the City's current program offerings in terms of attendance, use of space, consistency with current recreation trends in the leisure services industry. The program evaluation shall provide analysis and rating of how well the Community Services Department is doing in the areas of programming for tiny tots/ toddlers, youth/teens, adults, families, and seniors (active and mature). The evaluation shall indicate any gaps in service and what programming changes/ additions City should consider implementing in the future to fill those gaps and meet new recreation trends. Consultant shall work with City staff to evaluate existing levels of social service and recreation program services within the City's sphere of influence, public and private, to determine adequacy of current social service, and accessible recreation opportunity for all City residents. Additionally, an analysis of best possible providers of community and recreation facilities shall be provided. It will include an analysis of school facilities, possible competition, or duplication of services through other public and private service and facility providers, and recommendations for minimizing duplication and/or enhancing possibilities for collaborative partnerships where appropriate. 4. Task 4: Demographic Assessment. Understanding the recreation needs and preferences of City residents first depends upon an understanding of the population and its demographic characteristics. Steps in this process involve a review of data regarding the City's population base as defined in the latest census, ESRI Tapestry Dataset, and the American Community Survey (ACS). As available, demographic data regarding age, household size, ethnic profile and income characteristics will be used in the analysis. Detailed demographic data regarding such variables as age, ethnicity, household size, and income as well as special populations which may require specialized or disproportionate services and programming, such as seniors, teens, pre-schoolers, second -language learners, individuals with 01007.00OU725323.2 A-3 disabilities, military families and veterans will be analyzed in order to identify unique populations for use in the demand analysis. Special attention will be given to any sub- groups of the population that show unusual trends of change. 5. Task 5: Gather & Assess Communi . Needs. Consultant shall assist the City in developing a communications plan with easy -to -deploy tools that enable a two-way dialogue with the community. Consultant's goal is to provide an inclusive community outreach process that maintains the vision and expectations for everyone. Working with the City, Consultant's team shall prepare a communications plan that covers the following tasks: (a) Project Website. The project website will build an awareness for the project and be promoted through local publications and digital resources including social media marketing ads, user group promotions, and local notices at City facilities. Consultant shall develop a project graphic that can be used in all of the project announcements. The project website will be developed in the Esri story map platform. The community can learn about the project, understand the extent of planning considerations, and provide feedback. This website will be a hub for community collaboration and meaningful two-way feedback. This continuous public dialogue will ensure maximum opportunity for all community members to become informed and involved in the development of the Master Plan. As each of the outreach efforts are completed the results will be posted here for all to see and follow along. At any point during the project the community can provide direct comments via a "Feedback" button on the website. As feedback is recorded it will be reviewed and shared with the project team. (b) Stakeholders Interviews. Soliciting the attitudes and perceived needs of community stakeholders is an essential element for a successful Master Plan. Often involved in the front lines of community recreation support and programming, stakeholders have a unique understanding of community desires. These interviews seek insight into the City's values, strengths, weaknesses, unique attributes, distinctive competencies, and initiatives as well as to identify any private sector and/or non- profit organizations and their capabilities to compete or collaborate with the City in delivery of recreation services. Direct one-on-one interviews shall be conducted with selected key stakeholders. Consultant's team will conduct interviews with individuals such as the members of the City Council and Community Services Commission, City Manager's Office and 01007.0001/725323.2 A-4 representatives from each core division or function of the Department to determine department goals, policies, priorities, operations and maintenance, and staffing needs. Consultant shall work with City staff to identify interviewees. Estimate twelve (12) interviews to be conducted. (c) Community Workshops. Each "in person" community consensus building workshop includes up to a three (3) hour session, inclusive, for up to fifty (50) participants. Consultant shall work closely with City Staff to organize and further define the approach to be used in this process. City to provide and manage all PPP requirements as mandated by the CDC and state of California. Consultant shall coordinate with City staff for the promotion of the workshops, scheduling, and the provision of staff to assist with the workshops. Consultant's workshop methodology is designed to arrive at consensus regarding the priorities perceived by the public for improvements to the parks, programs, and services. (i) Workshop No. 1. The first workshop will solicit community input on the characteristics, issues, and trends the City is currently facing. An online survey will also be available for residents that are unable to attend the workshop and will be active for 2 weeks. The information gathered will be used identify key ideas and desires to be explored in the future surveys and outreach efforts. (ii) Workshop Nos. 2-5. A workshop will be conducted in each of the four (4) Council Districts which will focus on parks, facilities, and programming within the District boundary. This workshop will begin with a presentation illustrating the results of past efforts and soliciting further information on the prioritization of the desired recreation improvements. This workshop will also promote an online survey option. The online survey will stay live for 2 weeks allowing all community members to take part at their own pace. (iii) Workshop No. 6. The final community outreach event will involve sharing all the past outreach results as well as the recent prioritization survey summary. At the conclusion of the presentation our team will host a live poll for the online audience to weigh in and vote on the results. (iv) Commission Study Session. Consultant shall present the community outreach findings in a study session during a Parks, Recreation, and Cultural Arts Commission Meeting 01007.0001/725323.2 A-5 and provide the Commission the opportunity to provide feedback and input on the Multi -Modal Survey subject list. (d) Statistically Valid Multi -Modal Communi . Survey. To ensure Consultant reaches out across the entire community Consultant shall utilize a multi -modal survey methodology, meaning that Consultant shall conduct surveys via telephone and online modes using Consultant's live professional interviewers and secure online platform. A multi -modal approach maximizes the accuracy and reach of the research, increases participation rates, and minimizes response bias. Consultant recognizes that some residents' are more likely to respond to an email or text message and complete a survey online. Consultant has also seen some limited evidence that those responding online (without the intervention of a live interviewer) may offer different responses to questions. For those reasons, Consultant shall conduct a portion of the survey online. Consultant's online survey platform is compliant with Federal Section 508 (and WCAG guidelines) which ensures accessibility by people with disabilities. Consultant will also make paper copies of the survey available for distribution at City Hall and other locations as requested. Paper surveys will be collected, and data entered to be counted with online survey responses. English and Spanish are included, and Consultant places no limit on Spanish language responses. Consultant initiates all interviewing calls with live -US based interviewers in English and switches to Spanish only upon request or when a clear language communication issue presents itself. Consultant takes data integrity and privacy seriously. All client materials are hosted in a secure digital cloud environment. Consultant use 256 -bit Advanced Encryption Security to keep City data and the data of City residents secure. This is the same level of encryption used by the U.S. Government. For the statistically valid multi -modal survey, Consultant shall survey 400 residents, which will yield a margin of error of +/-5% with a confidence level of 95%. Number of questions for this survey to be determined. To promote project branding and ease of community endangerment Consultant's team has purchased the domain "CarsonSurvey.com" for survey and internet announcements. (e) CustomParkStandardCalculations©(CPSC's). Consultant shall prepare and conduct a Sports Organization Specific Esri Online Survey. The survey is specifically designed to collect valuable information regarding facility usage, team size, recreation 01007.0001/725323.2 A-6 seasonality, and player volume that is key to calculating the City's local demand for sports facilities. The results will be tabulated and used to verify and update the participation rates in selected sports for use in the demand analysis and calculation of the City's local community parks standard. This standard will represent the unique local demand not just a national averaged benchmark. Considering the current inventory of recreation facilities, Consultant shall identify surpluses and deficiencies in existing parks and recreation -related facilities to serve the community as it exists now and with projections to 2030. One of the primary advantages to this methodology for determining need is that it provides a quantitative, unbiased evaluation of the surpluses and deficits in the City's parks and recreation facilities, both currently and in the future. 6. Task 6: Community Needs Assessment. The strength of the Master Plan will largely rest on the successful outreach efforts and thorough analysis of their findings. The assessment will not only convey the results among residents as a whole, it will also detail how the results vary across important subgroups of residents such as age, gender, location within the City, presence of children in the home, as well as length of residence and other factors. Using the Esri Tapestry community dataset Consultant shall analyze the micro demographics to determine not just priority of recommendations but the impact on the location of the recommendations as well. Each of the community engagement strategies employed will be analyzed and combined into a single engagement needs matrix graphic. This graphic will illustrate the community needs that have the most significant impact as well as other trending recreation desires among the community. 7. Task 7: Gap Analysis & Opportuni . Sites. The City's parks inventory will be analyzed by service area (5-10-15 minute walk) to identify underserved neighborhoods or community planning areas. The results will illustrate gaps in balancing the equitable distribution of service and opportunities for all ages and income levels. City wide recreation facilities shall be evaluated in concert with the community demographics and resident input. The resulting mosaic will illustrate where there are gaps and/or inequities. Consultant shall identify opportunity sites including land that can serve as potential park system acquisitions, and/or parks development opportunity, as well as opportunities for park expansion or renovation. 8. Task 8: CIP Study. The purpose of this task is to provide a complete plan outlining the park infrastructure improvements required to implement the plan recommendations. The improvements list should be generated from the 01007.000 U725323.2 A-7 inventory, site analysis, assessment, needs survey, and Financial Strategy Plan. The Plan shall include specific real acquisitions/improvement projects. A comprehensive list of projects shall be provided including projects for existing park sites, expansion and replacement of old infrastructure, redevelopment/ replacement of existing infrastructure, and build -out of undeveloped parks, acquisition and development of future park sites and adding new amenities to existing parks. Projects will be divided into short term, mid- term, and long term. Each project shall include a description, cost estimates, project duration, and potential funding source. Consultant shall further refine the list to create a 10 -year priority CIP Plan and a detailed implementation schedule for first 5 years, including priority projects. The plan shall consider immediate and long-range budget projections, planning staffing needs, and operational resources. 9. Task 9: Operations and Maintenance Plan. Prepare a maintenance management plan for the grounds and buildings maintained by the Community Services Department. The plan will identify routine and preventative maintenance schedules/programs, work management, asset lifecycle management, performance measurements, and equipment management. Consultant shall provide an evaluation of current staffing levels and organizational structure based upon the existing department and potential growth with the development of this plan. Provide evaluation and analysis of current management and operations practices giving specific attention to parks maintenance and staffing (consideration should be given to contract maintenance vs. in-house staffing) with recommendations pertinent to future growth of parklands, buildings and facilities, and related services. Operations and Maintenance Plan will propose the development and operation of a sustainable park system for the City of Carson identifying a vision, goals, and objectives for a park system that addresses environmental and economic sustainability. Recommendations shall be prepared for specific sustainability practices for both new and rehabilitation projects, including ongoing sustainable operation and maintenance practices for incorporation into future bid requirements for maintenance suppliers, as well as design and construction guidelines for proposed new projects or project improvements that address environmental and economic sustainability goals. Propose cost-effective funding levels necessary to adequately sustain quality, safe, and cost-effective maintenance operations and practices and 01007.00OU725323.2 A-8 sustain recommended levels of maintenance and service. NRPA "levels of maintenance standards" will be used to help define recommendations. Based on the development of the Operation and Maintenance Plan and considering current and identified future needs, Consultant will develop recommendations. These recommendations will be developed considering both the current conditions of existing facilities and proposed modifications related to how the current parks, trails, open space, and recreational facilities should be maintained, restructured, or enhanced. Cost estimates for proposed modifications, restructuring, and enhancements will be developed. 10. Task 10: Policy Review and General Plan Updates. The purpose of this task is to provide, recommend and establish a policy management plan to help implement the Parks, Recreation, and Community Services Master Plan goals and guide future park development. The Consultant shall review Carson's General Plan, planning and development ordinances pertinent to parks development issues; propose amendments and/or new ordinances as needed to accomplish parks development goals and objectives. The review will include updated policies, General Plan updates for Land Use, Transportation, Open Space, and Parks and Recreation sections, ordinances, identify park land acquisition priorities and satisfy long range service objectives. The review shall also recommend an update to the City's Park development impact fees and other planning guidelines and standards for implementing the Park, Recreation, and Community Services Master Plan. 11. Task 11: Financial Strategy Py lan. The Consultant shall conduct an analysis of existing financial plans developing a Financial Plan with recommendations applicable to addressing the updated financial needs and priorities for the City of Carson. Review and discuss existing funding mechanisms and cost recovery practices for recreation programs and services; and recommend appropriate levels of cost recovery through fees. Recommendations should balance cost recovery with issues of affordability. Provide a thorough analysis of existing funding practices, sources of funds, and funding levels for Parks, recreation, community service facilities and programs. Identify new or alternative sources of funds that might reasonably be developed to supplement existing funding methods; identify and discuss new funding practices that might present long-term funding stability. 01007.00OU725323.2 A-9 12. Task 12: Report Development, Review, and Documentation. (a) Draft Master Plan Report Development. The Draft Master Plan report will summarize all information gathered in inventory tasks, analysis, funding opportunities, phasing, community priorities and address the RFP's Objectives and define Carson's Park, Recreation, and Community Services Master Plan as appropriate. Summary narratives will be included within each major section as well. Recommend levels of recreation and park facilities shall be presented graphically and demonstrate distribution of service and opportunity. A list of site-specific projects, acquisitions, and services shall be generated and prioritized. Consultant shall prepare an "Executive Summary" of the Master Plan report. Create Esri Story Map to showcase the Executive Summary. This will provide the community with digital access to the graphics and report findings creating excitement and buy in within the community. (b) Commission/Council Study Sessions. Consultant shall conduct (3) study sessions to present the Executive Summary to Parks, Recreation, and Cultural Arts Commission, Commission Ad Hoc Committee, and City Council. Consultant shall make available the Draft report and solicit comments via comment cards developed. (c) Final Master Plan Report. Following the study sessions review, Consultant shall conduct a meeting with City Staff to review and discuss refinements to the Draft report. Upon receipt of one set of non -conflicting comments from the City, Consultant shall revise the document. The Consultant Team shall then incorporate City refinements and submit the Second Draft for staff review. Once the Second Draft has been reviewed and non -conflicting comments are received, a final Draft shall be developed and formatted for delivery. All original detailed research and summary reports shall be cataloged in an Appendix Document/Custom Binder. (d) Public Meetings and Presentations. Consultant shall prepare a PowerPoint presentation summarizing the Final Report and present the final draft Master Plan to the City Council for review, comment, and final direction. Included in this proposal is in person attendance at one Commission meeting and one City Council meeting. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: See above. 01007.0001/725323.2 A-10 III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: See above IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Zachary Mueting, Principal B. Kristen Schnell, Project Manager C. Timothy Gallagher, Senior Associate D. Tyler Page, Landscape Architect E. Adam Probolsky, Survey Specialist (approved subconsultant for this purpose) 01007.0001/725323.2 A-11 EXHIBIT "B" SPECIAL REQUIREMENTS (Supersediniz Contract Boilerplate) (:new text is identified in bold & italics, deleted text in strike through) 1. Section 1.1, Scope of Services, shall be amended as follows: "In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and ?,,&r- that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will.'be both of good quality as well as fit for the purpose intended. For pt "eses of this Agr-eeffleft the. plifase "highest pr-ofessienal standards" sha4l mean these standards of pr-ae oa] iy„.er-ffierefirstpefar-wer-kunder- similar- " 2. Section 1'3, Compliance with Law, shall be amended as follows: "Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, a4l applicable ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered." 3. Section 1.5, Familiarity with Work, shall be amended as follows: "By executing this Agreement, Consultant waffatAs represents that Consultant (i) has thoroughly is ►veptigated and considered the scope of services to be performed, (ii) has carefully considered h )w the services should be performed, and (iii) fully understands the facilities, difficulties a,ld restrictions attending performance of the services under this Agreement. If the services invo lve work upon any site, Consultant wa mics represents that Consultant has or will investigate tl e site and is or will be fully acquainted with the conditions there existing, prior to commencem:;rit of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer." 4. Section 2.3, Reimbursable Expenses, shall be amended as follows: "Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the 01007.0001/725323;2 B-1 attendance of Consultant at all project meetings reasonably deemed necessary by the City, and as set forth in Scope of Services (Exhibit "A"). Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall net be entitled to any additional compensation for attending said meetings." 5. Section 4.5, Prohibition Against Subcontracting or Assignment, shall be amended as follows: "The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, with the exception of Adam Probolsky of Probolsky Research, which will provide services related to serving as survey specialist, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City." 6. Section 5.1(c), Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent), shall be amended as follows: "A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned (if any), non -owned, leased, hired cars and any automobile." 7. Section 5.2, General Insurance Requirements, shall be amended as follows: "All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City, or ten (10) days' notice if due to non- payment of premium. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. 01007.0001/725323.2 B-2 No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN, OR TEN (10) DAYS' NOTICE IF DUE TO NON-PAYMENT OF PREM M. [to be initialed] Cons ltant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. 01007.0001/725323.2 B-3 In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City." 8. Section 5.3, Indemnification, shall be amended as follows "To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and reasonable attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and reasonable attorneys' fees. 01007.0001/72323.2 B-4 Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to the extent claims and liabilities ar-ising arise out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement." 01007.0001/725323.2 B-5 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the services in Exhibit A at the following rates: Task Fee Task 1 Work Plan ; $10,375.00 Task 2 Existing Documentation Review $7,225.00 i Task 3 ! Inventory of Recreation Facilities, Parks, and Programs $17,750.00 Task 4 Demographic Assessment $7,250.00 Task 5 Gather & Assess Community Needs Project Portal/Website Development $8,150.00 Stakeholder Interviews $6,100.00 Community Workshop #1 $8,300.00 Community Workshop #245 $23,900.00 Community Workshop #6 $8,300.00 Commission Study Session $4,350.00 Multi -Modal Community Survey $20,580.00 Custom Park Standards Calculation $13,075.00 Task 6 Task 7 i..... ....._ Community Needs Assessment Gap Analysis & Opportunity Sites $5,125.00 $7,650.00 Task 8 CIP Study $10,375.00 Task 9 Operations & Maintenance Plan $13,000.00 Task 10 Policy Review and General Plan Updates $6,875.00 Task 11 Financial Strategy Plan $85975.00 Task 12 Report Development and Public Presentations $43,585.00 01007.0001/725323.2 C-1 _ _ - Potential Reimbursement Expenses* $15,000.00 i— Total $245,940.00 * Reimbursable Expenses will be billed at cost plus 15% administrative fee: - Printing, plotting, copying, scanning, photography, graphic expenses - Delivery and handling of documents, shipping - Permits, plan check, and inspection fees - City business license II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. N/A. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $245,940.00 as provided in Section 2.1 of this Agreement. VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1. 01007.0001 /725323.2 C-2 EXHIBIT C-1 I. If additional services are required, the following billing rates shall apply: RJM Design Group Principal Landscape Architect $195.00/hr. Senior Associate $175.00/hr. Landscape Architect/Project Manager $155.00/hr. Clerical $ 85.00/hr. Probolsky Research (approved subconsultant)* Principal $375.00/hr. Associate $325.00/hr. *Charges for subconsultant services are billed at cost plus a 15% coordination fee. 01007.0001/725323.2 C-3 EXHIBIT 46D99 SCHEDULE OF PERFORMANCE I. Consultant shall perform all services in Exhibit A in accordance with the following schedule: Task Name Duration Start Finish Task 1: Work Plan 155 days Thu 7/1/21 Wed 2j2/22 Kick Of Meeting 1 day Thu 7/1/21 Thu 7/1/21 Monthly Review Meetings .133 days Mon 8/2/21 Wed 2/2/22 Task 2: Existing Documents Review 35 days Thu 7/1/21 Wed 8/18/21 Task 3: Inventory 34 days Fri 7/2/21 . ........... I Wed 8/18/21 Task 4: Demographics 11 days Mon 7/12/21 Mon 7/26/21 Task 5: Gather and Assess Community Needs 81 days Mon 8/9/21 Mon 11/29/21 Task 6: Community Needs Assessment 12 days Tue 11/30/21 Wed 12/15/21 Task 7: Gap Analysis & Opportunity Sites 26 days Mon 11/22/21 Mon 12/27/21 Task 8: CIP Study 19 days Wed 12/15/21 Mon 1/10/22 Task 9: Operations and Maintenance Plan 19 days Wed 12/15/21 Mon 1/10/22 Task 10- Policy Review and General Plan Updates 19 days Wed 12/15/21 Mon 1/10/22 Task 11: Financial Strategy Plan 15 days Mon 1/3/22 Fri 1/21/22 Task 12: Report Development and Public Presentations 51 days Mon 1/3/22 Mon 3/14/22 11. Consultant shall deliver the following tangible work products to the City by the following dates. N/A 111. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0001/725323.2 D-1 R.IMnFSI_11 CMITUA A`CO�Ro` CERTIFICATE OF LIABILITY INSURANCE DATE (M CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 6/29//20212021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 ''I NCAME:ONTACT IDA Insurance Services PHONE FAX nuc, No, Eli: (619) 574-6220 No):(619) 574-6288 4370 La Jolla Village Drive (A/c Suite 600 ! E'MAIL ADDRESS: San Diego, CA 92122 INSURERS AFFORDING COVERAGE NAIC # INSURERA:RLI Insurance Company 13056 INSURED INSURERB:Arch Insurance Company 11150 RJM Design Group, Inc. INSURER C : 31591 Camino Capistrano INSURER D: San Juan Capistrano, CA 92675 INSURER E; INSURER F: C.OVFRAGFS CFRTIFICATF NI IMRPR• DCvlelnAt ur raeQcc• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR: TR TYPE OF INSURANCE ADDLISUBR INSD ! D POLICY NUMBER POLICY OF MMI D POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY _ 2,000,000 EACH OCCURRENCE �$ 2,000,000 CLAIMS -MADE X OCCUR X X ',PS80007263 9/30/2020 ! DAMAGE TO RENTED 9/30/2021 : PREMISES Ea occurrence $ 1,000,000 X Cont Liab/Sev of Int 10,000 MED EXP A( ny on�erson S PERSONAL & ADV INJURY $ 2,000,000 AGGREGATE LIMIT APPLIES PER: GENT '_ GENERAL AGGREGATE 4,000,000 P r—' $ POLICY XRO- JECT LOC PRODUCTS - COMP/OP AGG S 4,000,000 OTHER: '.Deductible $ 0 A AUTOMOBILE LIABILITY'' COMBINED SINGLE LIMIT 1,000,000 ANY AUTO X X �PSA0002412 1 9/30/2020 _(Ea accident) $ 9/30/2021 f BODILY INJURY OWNED � SCHEDULED Per person)$ -- AUTOS ONLY '�_ AUTOS � BODILY INJURY Per accident )( HIRED X NON OWNED AUTOS ONLY _AUTOS ONLY ! PROPER-ZDAMAGE -- _ ! Per accident $ X No Co. Owned Autos ! j S A X UMBRELLA LIAR X OCCUR' j EACH OCCURRENCE_ $ 1,000,000 EXCESS LIAB CLAIMS -MADE/ 'IPSE0003628 j 9/30/2020 _ _ _ 9130!2021-1,000,000 AGGREGATE SII S DED I X I RETENTION $ 0i $ A WORKERS COMPENSATION, PER OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE Y/N I X I,PSW0004066 9/30/2020. 9/30/20211,000,000 TATUT ER I FFICER/MEMBER EXCLUDED? i IN/A: N / A':, E.L. EACH ACCIDENT $ _ E.L. DISEASE - EA EMPLOYE $ 1,000,000 (Mandatory in NH) ', If yes, describe under DESCRIPTION OF OPERATIONS below _ E.L. DISEASE -POLICY LIMIT $ 1,000,000 B lProfessional Liab. !PAAEP0031103 10/1/2020 10/1/2021 'Per Claim 2,000,000 B Ded.: $25K Per Claim I!PAAEP0031103 10/1/2020 10/1/2021 (Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Landscape Architectural Services City of Carson, its elected and appointed officers, employees, volunteers and agents are Additional Insured with respect to General and Auto Liability per the attached endorsements as required by written contract. Insurance is Primary and Non -Contributory. Waiver of Subrogation applies to General & Auto Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non -Payment of Premium in accordance with the policy provisions. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION NOTI APPROVED ACCORDANCE WITH THE POLICY PR ATE VIS ONSCE WILL BE DELIVERED IN RG City of Carson AUTHORIZED REPRESENTATIVE Att701 Robert Lennox $/25/2021 �/ iS� _ �'' ' 701 E Carson Street Carson. CA 90745 AGUKU Z5 (ZUlblU3) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: RJM Design Group, Inc. Policy Number: PSB0007263 RLI Insiuranca Company THIS ENDORSEMENT GRANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPackOfO.R DESIGN PROFESSIONALS B,LAN.KET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided. under the following: BUSIWMWNERS. COVERAGE FORM -.SECTION II — LIABILITY 'i. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that YOU agree in a 'contract or agreemeht requiring ihsurance to include: as.an addifiional insured ori.this policy, but only with respect to liability for "bodily injury", "property damage" or "Personal and advertising injury" caused iii whole or in -part by you or those. acting orf your behalf: a: In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In cnnriar:tinn With "your work" And inclricledl Within the "product=completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance:does not apply on any basis to any parson or .organization for which ooverage as an additional insured specifically is added by another.endorsement to this policy. b. This insurance does not apply to the. rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. & The rulluwiny is added to SECTION III H.2. Other Insurance --. COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However:, if you specifically agree in a contract or agreement :that :the insurance provided to an PR3 3Q4 06 10 additional insured under this policy must apply on a primary basis, or a. primary and non-contributory basis, this. insurance is. primary to other insurance that is available to such additional insured which covers such additional insured os a named insured, .and we will not share with that other insurance, Provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after"you have erder.ed iirtu diet ud(itraut.uf ayr:eeirlent, ui b. The "personal ..and advertising injury'" .for Which caverage is sought arises out of an offense committed after you. nave entered Into that contract or agreetne.nt. 4. The following is added to SECTION Ili K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any* rights of recovery. we 'may have against any person or organization beoause :of payments we mako for "bodily injury" "proporty damage" or "personal and advertising injury" arising out of 'your word" performed �y you, or on your behalf, under .a. contract or agreement with. that person or organization. We waive these rights -only where you have agreed to do so as part of a contract or agreernerit with. such .persbn or .organization entered into Iay•you before the "bodily injury" or "property damage "occurs, or the "personal .and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN. UNCHANGED, Page 1 of. 1 Named Insured: RJM Design Group, Inc. Policy Number: PSA0002412 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.I. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION Il — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 0313 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos I. The following is added to the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION If — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following.- In ollowing:1n the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; Named Insured: RJM Design Group, Inc. Policy Number: PSW0004066 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) 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 shat( be % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss. Schedule .lob Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. @1998 by the Workers' Compensatlon Insurance Rating Bureau of California. All rights reserved.